Exhibit 10.2 Joinder and Consolidated Amendment to Loan And Security Agreement


     

    


    
      	
               Exhibit
                10.2

            
	 


    

    
      	
               JOINDER
                AND CONSOLIDATED AMENDMENT
                

            
	
               TO

            
	
               LOAN
                AND SECURITY
                AGREEMENT

            


    

     

          
      THIS JOINDER AND CONSOLIDATED AMENDMENT TO LOAN AND SECURITY
      AGREEMENT
      (this
      "Amendment"),
      dated
      as of the 15th day of May, 2006, made by and among

    


    BANK
      OF AMERICA, N.A.,
      a
      national banking association (the "Lender");
      

    


    CHAUTAUQUA
      AIRLINES, INC.,
      an
      Indiana corporation (the "Existing
      Borrower");
      and

    


    REPUBLIC
      AIRWAYS HOLDINGS INC.,
      a
      Delaware corporation (the "Parent"),
      REPUBLIC
      AIRLINE INC., an
      Indiana corporation ("Republic
      Airline"),
      and
SHUTTLE
      AMERICA CORPORATION,
      an
      Indiana corporation ("Shuttle
      America"
      and,
      together with the Parent and Republic Airline, each a "Joining
      Borrower"
      and,
      collectively, the "Joining
      Borrowers";
      and,
      individually and collectively with the Existing Borrower, the "Borrower"
      or the
      "Borrowers"),

    


    to
      the
      Loan and Security Agreement, dated December 9, 1998 (as amended, modified,
      restated or supplemented from time to time, the "Loan
      Agreement"),
      between the Existing Borrower and the Lender. All capitalized terms used herein
      without definition shall have the meanings ascribed to such terms in the Loan
      Agreement.

    


    
      	
               RECITALS

            


    

    A. Pursuant
      to the Loan Agreement, the Lender has agreed to make loans and extend credit
      to
      the Existing Borrower secured by all of the Collateral.

    


    B. The
      Loan
      Agreement has been previously amended by Consolidated Amendment No. 1 thereto,
      dated March 27, 2002, by Amendment No. 2 thereto, dated October 9, 2003, by
      Amendment No. 3 thereto, dated October 30, 2003, by Amendment No. 4 thereto,
      dated January 9, 2004, by Amendment No. 6 [there being no Amendment No. 5 to
      the
      Loan Agreement] thereto, dated March 24, 2005, by Amendment No. 7 thereto,
      dated
      July 8, 2005, by Amendment No. 8 thereto, dated November 2, 2005, by Amendment
      No. 9 thereto, dated January 12, 2006, and by Amendment No. 10 thereto dated
      March 22, 2006 (the Consolidated Amendment No.1, and Amendments No. 2, 3, 4,
      6,
      7, 8, 9 and 10 to the Loan Agreement being herein called the "Prior
      Amendments").
      

    


    C. The
      Existing Borrower, Republic Airline and Shuttle America are all Subsidiaries
      of
      the Parent. In recognition of their business relationship with the Existing
      Borrower, the Joining Borrowers have requested that they be permitted to join
      in
      the Loan Agreement, as amended herein, and in all Loan Documents, each as a
      co-Borrower, and be permitted to borrow from the Lender pursuant to the terms
      thereof, and the Lender and the Existing Borrower have consented thereto,
      subject to the terms and conditions hereof.

    


    D. The
      business of the Borrowers is a mutual and collective enterprise and each
      Borrower believes that the consolidation of all loans and other financial
      accommodations under the Loan Agreement will enhance the aggregate borrowing
      powers of each Borrower and ease the administration of their loan relationship
      with the Lender, all to the mutual advantage of each Borrower. In order to
      utilize the financial powers of each Borrower in the most efficient and
      economical manner, and in order to facilitate the financing of each Borrower's
      needs, the Lender will, at the request of the Borrower, extend financial
      accommodations to all Borrowers on a combined basis in accordance with the
      provisions set forth in the Loan Agreement as amended hereby. The Lender's
      willingness to extend credit to the Borrowers and to administer each Borrower's
      collateral security therefor on a combined basis as more fully set forth in
      the
      Loan Agreement as amended hereby is done solely as an accommodation to the
      Borrowers and at each Borrowers' request and in furtherance of the mutual and
      collective enterprise of all Borrowers.

     

    E. The
      parties have also agreed to further modify and amend certain provisions of
      the
      Loan Agreement as set forth herein.

    


    F. The
      amendments heretofore made by the Prior Amendments and desired to be made
      pursuant to the terms hereof are so numerous that it is advisable, for the
      sake
      of convenience, to restate and consolidate in this Amendment all of the
      currently effective amendments to the Loan Agreement.

     

    G. To
      accomplish the foregoing, the Existing Borrower, the Joining Borrowers and
      the
      Lender have agreed to enter into this Amendment.

     

    


    
      	
               STATEMENT
                OF
                AGREEMENT

            


    

    NOW,
      THEREFORE, in consideration of the premises and for other good and valuable
      consideration, the receipt and sufficiency of which are hereby expressly
      acknowledged, the Existing Borrower, the Joining Borrowers and the Lender hereby
      agree as follows:

     

    


    
      	
               ARTICLE
                I

            


    

     

    JOINDER
      AND ASSUMPTION OF OBLIGATIONS; JOINT AND SEVERAL LIABILTY; WAIVERS BY BORROWERS;
      GRANT OF COLLATERAL

    


    1.1. Joinder
      and Assumption of Obligations.
      Each
      Joining Borrower joins in, assumes, adopts and becomes a co-Borrower under
      the
      Loan Agreement and all other Loan Documents. All references to "Borrower" in
      the
      Loan Agreement and the other Loan Documents shall, for all purposes, also refer
      to and include each of the Joining Borrowers, as a Borrower. Each Joining
      Borrower hereby agrees to all of the terms and conditions of the Loan Agreement
      and the other Loan Documents (including, without limitation, the grant and
      creation of a Lien in the Joining Borrower Collateral of such Joining Borrower
      to the Lender), with the same legal effect as if such Joining Borrower were
      an
      original signatory to the Loan Agreement and the other Loan
      Documents.

    


    1.2. Joint
      and Several Liability.
      Without
      limiting the generality of Section 1.1 hereof:

    


    (a) 
      the
      Existing Borrower and the Joining Borrowers shall each be directly liable to
      the
      Lender, jointly and severally, for all present and future Obligations, whether
      incurred by the Existing Borrower or the Joining Borrowers or any or all of
      them. Each Borrower shall make payment upon the maturity of the Obligations,
      by
      acceleration or otherwise, and such obligation and liability on the part of
      each
      Borrower shall in no way be affected by any extensions, renewals and forbearance
      granted by the Lender to any Borrower, failure of the Lender to give any
      Borrower any notice of borrowing or any other notice, any failure of the Lender
      to pursue or preserve its rights against any Borrower, the release by the Lender
      of any Collateral now or hereafter acquired from any Borrower, and such
      agreement by each Borrower to pay upon any notice issued pursuant thereto is
      unconditional and unaffected by prior recourse by the Lender to the other
      Borrower or any Collateral for such Borrower's Obligations or the lack
      thereof;

    


    (b) each
      Joining Borrower agrees to perform, comply with and be bound by all terms,
      conditions and covenants of the Loan Agreement and the other Loan Documents
      with
      the same force and effect as if such Joining Borrower had originally executed
      and been an original Borrower party signatory thereto;

    


    (c) each
      Joining Borrower is deemed to make, and is, in all respects, bound by all
      representations and warranties made by the Existing Borrower to the Lender
      set
      forth in the Loan Agreement or in any of the other Loan Documents;
      and

    


    (d) each
      Joining Borrower agrees that the Lender shall have all rights, remedies and
      interests, including Liens in and to the Joining Borrower Collateral of such
      Joining Borrower granted pursuant to the Loan Agreement and the other Loan
      Documents, as amended hereby, and by Section 1.3 of this Amendment, with the
      same force and effect as the Lender has with respect to the Collateral of the
      Existing Borrower, as if such Joining Borrower had originally executed and
      had
      been an original Borrower party signatory to the Loan Agreement and the other
      Loan Documents.

    


    1.3.  Grant
      of Lien in Joining Borrower Collateral.
      Without
      limiting the generality of the provisions of Sections 1.1 or 1.2 hereof, to
      secure the prompt payment and performance of the Obligations (as such term
      is
      defined in the Loan Agreement as amended hereby), each Joining Borrower hereby
      grants to the Lender a continuing Lien upon all of the following Property and
      interests in Property of such Joining Borrower, whether now owned or existing
      or
      hereafter created, acquired or arising and wheresoever located, all of which
      shall be included in the definition of Collateral as set forth in the Loan
      Agreement:

     

    
      	(i) All
              Accounts;
	 
	(ii) All
              Inventory;
	 
	(iii) All
              Equipment;
	 
	(iv) All
              General Intangibles;
	 
	(v) All
              Documents;
	 
	(vi) All
              Instruments;
	 
	(vii) All
              Chattel Paper;
	 
	(viii) All
              Deposit Accounts;
	 
	(ix) All
              Securities (except any portion thereof that might constitute Margin
              Stock);
	 
	(x) All
              Investment Property;
	 
	(xi) All
              tickets, exchange orders and other billing documents for the air
              transportation of passengers and property, whether processed or
              unprocessed;
	 
	(xii) All
              monies and other Property of any kind now or at any time or times
              hereafter in the possession or under the control of Lender or a bailee
              or
              Affiliate of Lender;
	 
	(xiii) All
              accessions to, substitutions for and all replacements, products and
              cash
              and non-cash proceeds of (i) through (xii) above, including, without
              limitation, proceeds of and unearned premiums with respect to insurance
              policies insuring any of such Joining Borrower's Joining Borrower
              Collateral; and
	 
	(xiv) All
              books and records (including, without limitation, customer lists, credit
              files, computer programs, print-outs, and other computer materials
              and
              records) of such Joining Borrower pertaining to any of (i) through
              (xiii)
              above.


    

     

         
1.4. Exclusion
      From Collateral.
      The
      Collateral of the Joining Borrowers in which the Lender is granted a Lien
      pursuant to Section 1.3 of this Amendment shall not include any licenses,
      permits, contracts or other agreements to the extent that the grant of a Lien
      therein or assignment thereof is prohibited under, or would result in a breach
      of the terms of, any such license, permit, contract or other agreement, or
      is
      prohibited by Applicable Law; provided,
      however,
      the
      foregoing exclusion shall in no way be construed (i) to apply if any such
      prohibition is unenforceable under Section 9-318 of the Uniform Commercial
      Code
      or other Applicable Law or (ii) so as to limit, impair or otherwise affect
      the
      Lender's unconditional continuing Liens in any rights or interests of a Joining
      Borrower in or to monies due or to become due under any such license, permit,
      contract or other agreement (including any Accounts).


    


    1.5 Amount
      of Obligations Currently Outstanding.
      The
      Existing Borrower and the Joining Borrowers each hereby jointly and severally
      acknowledges and agrees with the Lender that, as of the opening of business
      on
      May 15, 2006, the aggregate principal balance of the outstanding Obligations
      under the Loan Agreement is in the sum of $12,538,363.76, consisting of an
      unpaid principal balance of Revolving Loans in the sum of $-0-, an unpaid
      principal balance of the Term Loan in the sum of $-0-, an unpaid principal
      balance of Equipment Loans in the sum of $2,355,877.28, and Letter of Credit
      Obligations in the sum of $10,182,486.48, and that all such Loans and Letter
      of
      Credit Obligations outstanding and unpaid are owed to the Lender without any
      offset, deduction, defense or counterclaim of any nature.

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               ARTICLE
                II

            


    

    AMENDMENTS
      TO LOAN AGREEMENT

    


    The
      Loan
      Agreement is hereby amended as follows:

    


    2.1. Definitions.
       Appendix
      A to the Loan Agreement is amended as follows:

    


    (a) New
      definitions are added in proper alphabetical sequence as follows: 

    


    "Average
      Monthly Revolver Facility Amount"-
      for
      any month, the amount obtained by adding the Revolver Facility Amount at the
      end
      of each day during the month in question and by dividing that sum by the number
      of days in such month.

    


    "Average
      Monthly Revolver Facility Balance"-
      for
      any month, the amount obtained by adding the aggregate unpaid balance of all
      Revolver Loans and Letter of Credit Obligations owing by Borrower to Lender
      at
      the end of each day during the month in question and by dividing that sum by
      the
      number of days in such month.

    


    "Consolidated
      Book Net Worth"
      - at
      any date the shareholders' equity of Borrower and its Subsidiaries at such
      date
      calculated in accordance with GAAP.

    


    "Eligible
      Spare Parts"
      - a
      Spare Part of Borrower which Lender, in its good faith credit judgment, based
      upon its usual and customary credit and collateral considerations, deems to
      be
      an Eligible Spare Part. Without limiting the generality of the foregoing, no
      Spare Part shall be an Eligible Spare Part unless:

    


    (i) 
      it is in
      airworthy condition in accordance with all Applicable Laws, including all
      applicable FAA rules and regulations;

    


    (ii) 
      it meets
      all standards imposed by any applicable governmental agency or
      authority;

    


    (iii) 
      it
      conforms in all respects to the warranties and representations set forth in
      the
      Agreement;

    


    (iv) 
      it is
      subject to Lender's duly perfected Lien and no other Lien except a Permitted
      Lien that is not a Purchase Money Lien;

    


    (v) it
      is
      situated at a location in compliance with the Agreement; and

    


    (vi) 
      it is
      owned outright by Borrower and not held by Borrower on consignment or other
      sale
      or return basis.

    


    "ERJ"
      - an
      Embraer regional jet aircraft.

    


    "ERJ
      Spare Part"
      - a
      Spare Part for an ERJ.

    


    "ERJ
      Start-Up Expenses"
      -
      start-up expenses incurred by Borrower for the operation of the ERJ
      Aircraft.

    


    "Existing
      Borrower"
      -
      Chautauqua Airlines, Inc., an Indiana corporation.

    


    "Joining
      Borrowers"
      -
      Republic Airlines Holdings Inc., a Delaware corporation, and Republic Airline
      Inc. and Shuttle America Corporation, each an Indiana corporation.

    


    "Joining
      Borrower Collateral"
      - all
      of the Property and interests in Property of each Joining Borrower described
      in
      Section 1.3 of the Consolidated Amendment to the Agreement or in Section 6
      of
      the Agreement, and all other Property and interests in Property of each Joining
      Borrower that now or hereafter secure the payment and performance of any of
      the
      Obligations.

    


    "Non-Financed
      Capital Expenditures"
      - in
      the case of a Capital Expenditure made or incurred for the acquisition of a
      Rotable, a Capital Expenditure which is not financed by Purchase Money
      Indebtedness or, if such Rotable is a ERJ Spare Part, a Revolver Loan made
      in
      respect of the ERJ Spare Parts Borrowing Base, and, in the case of all other
      Capital Expenditures, a Capital Expenditure which is not financed by Purchase
      Money Indebtedness, the Term Loan or an Equipment Loan.

    


    "Spare
      Parts Advance Rate"
      - shall
      mean, for each classification of Eligible Spare Parts at any date of
      determination thereof, the percentage set forth below corresponding to such
      classification and date:

     

    
 

    
      	
              Date

            	
              Spare
                Parts Advance Rate For Those Eligible Spare Parts Consisting Of ERJ
                Spare
                Parts Which Are Rotables

            	
              Spare
                Parts Advance Rate For Those Eligible Spare Parts Consisting Of ERJ
                Spare
                Parts Which Are Not Rotables

            
	
              Through
                but not including June 30, 2006

            	
              70%

            	
              40%

            
	
              June
                30, 2006 through but not including September 30, 2006

            	
              65%

            	
              35%

            
	
              September
                30, 2006 through but not including December 31, 2006

            	
              60%

            	
              30%

            
	
              December
                31, 2006 and at all times thereafter

            	
              50%

            	
              20%

            


    

    


    


    "Spare
      Parts Borrowing Base
      - at any
      date of determination thereof, the sum of the following:

    


    (i) the
      aggregate value at such date of those Eligible Spare Parts consisting of ERJ
      Spare Parts which are Rotables times the Spare Parts Advance Rate applicable
      thereto at such date; plus
      

    


    (ii) the
      aggregate value at such date of those Eligible Spare Parts consisting of ERJ
      Spare Parts which are not Rotables times the Spare Parts Advance Rate applicable
      thereto at such date,

    


    in
      each
      case with value calculated on the basis of the lower of (1) net book value,
      as
      calculated in accordance with GAAP, or (2) appraised orderly liquidation value
      based upon the Lender's most recent Spare Parts Collateral
      Appraisal."

    


    (b) The
      definition of "Availability Reserve" is amended in its entirety to read as
      follows:

    


    "Availability
      Reserve
      - on any
      date of determination thereof, an amount equal to the sum of (i) all amounts
      of
      past due rent or other charges owing at such time by Borrower or any of its
      Subsidiaries to any landlord of any premises where any material items of the
      Collateral is located; (ii) any amounts which Borrower or any of its
      Subsidiaries is obligated to pay pursuant to the provisions of the Loan
      Documents but does not pay when due and which Lender elects to pay pursuant
      to
      any of the Loan Documents for the account of Borrower and its Subsidiaries
      and
      which has not been reimbursed to Lender (whether by the proceeds of a Revolver
      Loan or otherwise); (iii) an amount equal to the Letter of Credit Obligations
      outstanding on such date; (iv) the maximum authorized credit card charge limit
      extended to Borrower by Lender or any of its Affiliates; and (v) such additional
      reserves established in good faith by Lender in such amounts, and with respect
      to such matters, events, conditions or contingencies as to which Lender, in
      its
      good faith credit judgment, based upon its usual and customary credit and
      collateral considerations, determines reserves should be established from time
      to time, including, without limitation, with respect to or as a result of (1)
      improper billings, other billing and settlement errors which occur from time
      to
      time under the ACH Procedures Manual, (2) negative trends in the maintenance
      by
      Borrower of minimum operations in the markets established under the USAir
      Operating Agreement, or a flight completion factor or arrival performance
      factor, that if uncorrected may, in Lender's good faith judgment, give rise
      to a
      right of termination of the USAir Operating Agreement by USAir in accordance
      with the provisions thereof, or (3) other sums chargeable against Borrower's
      Loan Account as Revolver Loans under any section of the Agreement."

    


    (c) The
      definition of "Borrower" set forth in the Loan Agreement is amended to include,
      in addition and not in limitation, each of the Joining Borrowers within such
      definition.

    


    (d) The
      definition of "Borrowing Base" is amended in its entirety to read as
      follows:

    


    "Borrowing
      Base"
      - as at
      any date of determination thereof, an amount equal to the sum of:

    


    (i) the
      Accounts Borrowing Base at such date; 

     

                            PLUS

    


    (ii) the
      Spare
      Parts Borrowing Base at such date;

     

                            MINUS

    


    (iii) the
      Availability Reserve at such date."

    


    


    (e) The
      definition of "Change of Control" is deleted in its entirety.

    


    (f) The
      definition of "Consolidated EBITDAR" is amended in its entirety to read as
      follows:

    


    "Consolidated
      EBITDAR
      - with
      respect to any fiscal period, the sum of (i) Consolidated EBITDA for such fiscal
      period, plus
      (ii)
      rentals for aircraft leased by Borrower or any of its Subsidiaries for such
      fiscal period which were subtracted from earnings in calculating Consolidated
      Adjusted Net Earnings From Operations for Borrower and its Subsidiaries for
      such
      fiscal period." 

    


    (g) The
      definition of "Consolidated Fixed Charges " is amended in its entirety to read
      as follows:

    


    "Consolidated
      Fixed Charges
      - with
      respect to any period, the sum of (i) interest expense of Borrower and its
      Subsidiaries for such period in respect of all Indebtedness for Money Borrowed,
      plus
      (ii) tax
      expense of Borrower and its Subsidiaries paid in cash for such period,
plus
      (iii)
      regularly scheduled payments of principal on Indebtedness for Money Borrowed
      required to be paid by Borrower and its Subsidiaries during such period,
plus
      (iv)
      rentals for aircraft leased by Borrower or any of its Subsidiaries paid or
      required to be paid by Borrower and its Subsidiaries during such period (except
      for the above market component of such rentals which are capitalized in
      accordance with GAAP), plus
      (v)
      Distributions paid by Borrower during such period, plus
      (vi)
      Non-Financed Capital Expenditures paid by Borrower during such period,
minus
      (vii)
      any cash contributions to Borrower's capital received by Borrower during such
      period, minus
      (viii)
      the proceeds of Subordinated Debt incurred by Borrower which are received in
      cash by Borrower during such period." 

    


    (h) The
      definition of "Consolidated Leverage Ratio" is amended in its entirety to read
      as follows:

    


    "Consolidated
      Leverage Ratio
      - at any
      date means the ratio of (i) Indebtedness for Money Borrowed of Borrower and
      its
      Subsidiaries at such date to (ii) Consolidated Book Net Worth of Borrower and
      its Subsidiaries at such date."

    


    (i) The
      definition of "Eligible Equipment" is amended in its entirety to read as
      follows:

    


    "Eligible
      Equipment
      - New
      Equipment consisting of Rated Engines for use in a ERJ which (i) have been
      purchased by Borrower after March 15, 2002, (ii) have been delivered to and
      accepted by Borrower and (iii) are subject to Lender's duly perfected first
      priority Lien and no other Lien that is not a Permitted Lien."

    


    (j) The
      definition of "Indebtedness for Money Borrowed/Consolidated EBITDA Ratio" is
      amended in its entirety to read as follows:

    


    "Indebtedness
      for Money Borrowed/Consolidated EBITDA Ratio
      - on the
      determination thereof as of the end of any fiscal period, the ratio of (i)
      the
      aggregate principal balance of all Indebtedness for Money Borrowed of Borrower
      and its Subsidiaries outstanding as of the end of such fiscal period to (ii)
      Consolidated EBITDA of Existing Borrower and its Subsidiaries for the four
      (4)
      Fiscal Quarters then ending."

    


    (k) The
      definition of "Obligations" is amended in its entirety to read as
      follows:

    


    "Obligations
      -
      collectively, (i) the Loans and all other sums loaned or advanced by Lender
      to
      or on behalf of Borrower pursuant to the Agreement or the other Loan Documents,
      (ii) all liabilities, indebtedness and obligations now or any time hereafter
      owing by Borrower or any Subsidiary of Borrower to Lender or an Affiliate of
      Lender, whether under the Agreement or any of the other Loan Documents or
      otherwise, (iii) Hedging Obligations owing by Borrower or any Subsidiary of
      Borrower to Lender or an Affiliate of Lender (unless Lender or such Affiliate
      otherwise agrees in writing), and (iv) all other liabilities, indebtedness
      and
      obligations of any and every kind now or hereafter owing, arising, due or
      payable from Borrower or any Subsidiary of Borrower to Lender of any kind or
      nature, present or future, whether or not evidenced by any note, guaranty or
      other instrument, whether arising under this Agreement or any of the other
      Loan
      Documents or otherwise, whether direct or indirect (including those acquired
      by
      assignment), absolute or contingent, primary or secondary, due or to become
      due,
      now existing or hereafter arising and however acquired."

    


    (l) The
      definition of "Revolver Facility Amount" is amended in its entirety to read
      as
      follows:

    


    "Revolver
      Facility Amount
      - At any
      date of determination thereof, the sum of $25,000,000, as such amount may be
      reduced by Borrower pursuant to Section 1.4 of the Agreement, less the aggregate
      principal balances of the Term Loan and all Equipment Loans outstanding on
      such
      date."

    


    (m) The
      definition of "Rotables/Rated Engines Borrowing Base" is deleted in its
      entirety.

    


    2.2. Letters
      of Credit.
      Section
      1.2.1 is amended in its entirety to read as follows:

    


    "1.2.1 Issuance
      of Letters of Credit and Letter of Credit Guaranties.
      Lender
      agrees, for so long as no Default or Event of Default exists and subject to
      the
      provisions of Section 10 below, to issue Letters of Credit and Letter of Credit
      Guaranties, as requested by Borrower, provided that (a) the Letter of Credit
      Amount at any time shall not exceed $13,000,000 and (b) without Lender's consent
      in each instance, no Letter of Credit or Letter of Credit Guaranty may have
      an
      expiration date that is after the last day of the Original Term. Any amounts
      paid by Lender under any Letter of Credit Guaranty or in connection with any
      Letter of Credit shall be treated as Revolver Loans, shall be secured by all
      of
      the Collateral and shall bear interest and be payable at the same rate and
      in
      the same manner as the Revolver Loans."

    


    2.3. Reduction
      of Revolver Facility Amount.
      Section
      1.4 is amended in its entirety to read as follows:

    


    "1.4 Reduction
      of Revolver Facility Amount.
      Borrower shall have the right to reduce the Revolver Facility Amount, no more
      than three (3) separate times and upon not less than ten (10) days prior written
      notice to Lender of each such reduction, which notice shall specify the
      effective date thereof and the amount of any such reduction (which shall be
      in a
      minimum amount of $500,000 or a whole multiple of $100,000 in excess thereof)
      and shall be irrevocable and effective only upon receipt by Lender. In no event,
      however, shall Borrower have the right to reduce the Revolver Facility Amount
      below $11,000,000. If on the effective date of any such reduction in the
      Revolver Facility Amount and after giving effect thereto, an Overadvance
      Condition shall exist, then the provisions of Section 4.2.1(iii) shall apply.
      The Revolver Facility Amount once reduced pursuant to this Section 1.4 may
      not
      be reinstated."

    


    2.4. Joint
      and Several Liability; Appointment of Existing Borrower.
      A new
      Section 1.5, Joint
      and Several Liability; Appointment of Existing Borrower,
      is
      added at the end of Section 1, Credit Facility, as follows:

    


    "1.5 Joint
      and Several Liability; Appointment of Existing Borrower.
      Notwithstanding anything to the contrary contained herein, Borrowers shall
      be
      jointly and severally liable to Lender for all Obligations hereunder, regardless
      of whether such Obligations arise as a result of Loans, Letters of Credit or
      other credit extensions to one Borrower, it being stipulated and agreed that
      Loans, Letters of Credit and credit extensions hereunder to one Borrower inure
      to the benefit of all Borrowers, and that Lender is relying on the joint and
      several liability of Borrowers in making Loans, issuing Letters of Credit and
      extending credit hereunder. To facilitate the administration of the Loans,
      each
      Borrower hereby irrevocably appoints Existing Borrower as its true and lawful
      agent and attorney-in-fact with full power and authority to execute, deliver
      and
      acknowledge, as appropriate, each notice, each certificate and all other Loan
      Documents from time to time deemed necessary or appropriate by Lender in
      connection with the Loans and the Letters of Credit and the administration
      of
      the credit facilities provided to Borrowers hereunder. This power-of-attorney
      is
      coupled with an interest and cannot be revoked, modified or amended without
      the
      prior written consent of Lender. Upon request of Lender, each Borrower shall
      execute, acknowledge and deliver to Lender a form of power of attorney
      confirming and restating the power-of-attorney granted herein."

    


    2.5. Cross-Guaranty;
      Subordination.
      A new
      Section 1.6, Cross-Guaranty;
      Waiver of Suretyship Defenses; Subordination,
      is
      added at the end of Section 1, Credit Facility, as follows:

    


    "1.6 Cross-Guaranty;
      Waiver of Suretyship Defenses; Subordination.

    


    1.6.1 Cross-Guaranty.
      Each
      Borrower guarantees to Lender the payment in full of all of the Obligations
      of
      the other Borrower and further guarantees the due performance by the other
      Borrower of its duties and covenants made in favor of Lender hereunder and
      under
      the other Loan Documents. Each Borrower agrees that neither this cross-corporate
      guaranty nor the joint and several liability of Borrowers provided in Section
      1.5 hereof (and in Article I of the Consolidated Amendment to this Agreement)
      nor Lender's Lien in any of the Collateral shall be impaired or affected by
      any
      modification, supplement, extension or amendment of any contract or agreement
      to
      which the parties hereto may hereafter agree (other than an agreement signed
      by
      Lender specifically releasing such liability), nor by any modification, release
      or other alteration of any of the rights of Lender with respect to any of the
      Collateral, nor by any delay, extension of time, renewal, compromise or other
      indulgence granted by Lender with respect to any of the Obligations (other
      than
      an agreement signed by Lender specifically releasing such Collateral), nor
      by
      any other agreements or arrangements whatever with any other Borrower or with
      anyone else, each Borrower hereby waiving all notice of any such delay,
      extension, release, substitution, renewal, compromise or other indulgence,
      and
      hereby consenting to be bound thereby as fully and effectively as if it had
      expressly agreed thereto in advance. The liability of each Borrower hereunder
      is
      direct and unconditional as to all of the Obligations, and may be enforced
      without requiring Lender first to resort to any other right, remedy or
      security.

    


    1.6.2 Postponement
      of Subrogation.
      Until
      all of the Obligations are paid in full, no Borrower shall have any right of
      subrogation, reimbursement or indemnity whatsoever, nor any right of recourse
      to
      security for any of the Obligations, and nothing shall discharge or satisfy
      the
      liability of a Borrower hereunder, until the full payment and performance of
      all
      of the Obligations. Any and all present and future debts and obligations of
      each
      Borrower to each other Borrower are hereby waived and postponed in favor of
      and
      subordinated to the full payment and performance of all present and future
      Obligations of Borrowers to Lender.

    


    1.6.3 Subordination
      of Claims.
      Each
      Borrower hereby subordinates any claims (other than claims evidenced by notes
      which have been assigned and delivered to Lender), including, without
      limitation, any other right of payment, subrogation, reimbursement, exoneration,
      contribution and indemnity that it may have from or against the other Borrower,
      and any successor or assign of the other Borrower, including, without
      limitation, any trustee, receiver or debtor-in-possession, or against or with
      respect to the other Borrower's property (including, without limitation, any
      property which is Collateral for the Obligations), howsoever arising, due or
      owing and whether heretofore, now or hereafter existing, to all of the
      Obligations of the other Borrower to Lender.

    


    1.6.4 Payment
      in Ordinary Course.
      Notwithstanding the provisions of Sections 1.6.2 and 1.6.3 above, for so long
      as
      no Default or an Event of Default shall exist, each Borrower may pay to the
      other Borrower Indebtedness validly owed to such other Borrower which arises
      in
      the ordinary course of such Borrower's business."  

    


    2.6. Interest.
      Section
      2.2.1 is amended in its entirety, retroactively to become effective as of
      January 1, 2006, to read as follows:

    


    "2.2.1 Rates
      of Interest - Loans.
      Subject
      to the provisions of Section 2.1.6 of this Agreement, Borrower agrees to pay
      interest on the unpaid principal amount of the Loans outstanding from the
      respective dates such principal amounts are advanced until paid (whether at
      stated maturity, on acceleration, or otherwise) at a variable rate per annum
      equal to the applicable rate indicated below:

    


    (i) For
      Loans
      made or outstanding as Base Rate Loans, the Base Rate in effect from time to
      time, plus,
      for the
      period from January 1, 2006 to the date of the Consolidated Amendment to this
      Agreement, one-half of one percent (0.50%), and, at all times thereafter,
      three-quarters of one percent (0.75%); 

    


    (ii) For
      Loans
      made or outstanding as Daily LIBOR Loans, the Daily LIBOR Rate in effect from
      time to time, plus,
      for the
      period from January 1, 2006 to the date of the Consolidated Amendment to this
      Agreement, two and three-quarters percent (2.75%), and at all times thereafter,
      three percent (3.0%); and

    


    (iii) For
      Loans
      made or outstanding as LIBOR Rate Loans, the relevant Adjusted LIBOR Rate for
      the applicable Interest Period selected by Borrower in conformity with this
      Agreement, plus,
      for the
      period from January 1, 2006 to the date of the Consolidated Amendment to this
      Agreement, two and one-half percent (2.5%), and, at all times thereafter, two
      and three-quarters percent (2.75%)."

    


    2.7. Additional
      Interest.
      Section
      2.1.8 is amended in its entirety to read as follows:

    


    "2.1.8 Additional
      Interest.
      At the
      end of each calendar quarter (or, if this Agreement is terminated before the
      end
      of a calendar quarter, on the termination date), the Average Credit Facility
      Balance for such calendar quarter (or that portion of such calendar quarter
      through the termination date) shall be determined, and if such Average Credit
      Facility Balance is less than $7,500,000, then, no later than ten (10) days
      after the end of such calendar quarter (or, if this Agreement is earlier
      terminated, on the termination date), Borrower shall pay to Lender additional
      interest in an amount equal to $35,000."

    


    2.8. Unused
      Line Fee.
      Section
      2.2.2 is amended in its entirety to read as follows:

    


    "2.2.2 Unused
      Line Fee.
      Borrower shall pay to Lender a fee equal to three-eighths of one percent
      (0.375%) per annum of the amount by which the Average Monthly Revolver Facility
      Amount for each month during the Original Term exceeds the Average Monthly
      Revolver Facility Balance for such month. The unused line fee shall begin to
      accrue on the Closing Date and shall be payable monthly in arrears on the first
      day of each calendar month after the Closing Date and upon the termination
      of
      this Agreement.

    


    2.9. Letter
      of Credit and Letter of Credit Guaranty Fees.
      Section
      2.2.3 is amended in its entirety to read as follows:

    


    "2.2.3 Letter
      of Credit and Letter of Credit Guaranty Fees.
      For
      each Letter of Credit and Letter of Credit Guaranty issued from time to time
      pursuant to Section 1.2 of this Agreement, Borrower shall pay to Lender: (a)
      an
      issuance fee, payable in advance upon issuance of the Letter of Credit or Letter
      of Credit Guaranty and on each anniversary date hereof, equal to one percent
      (1%) per annum of the undrawn face amount thereof, plus $150, but in no event
      shall such issuance fee be less than $500; (b) an administrative fee, payable
      monthly in arrears on the first day of each calendar month after the Closing
      Date and upon the termination of this Agreement, equal to one and three-quarters
      percent (1.75%) per annum of the undrawn face amount thereof, and (c) fees
      and
      charges from time to time with respect to the amendment, transfer,
      administration, negotiation, cancellation and conversion of, and drawings under,
      each of the Letters of Credit and the Letter of Credit Guaranties in the
      respective amounts set forth in Schedule
      2.2.3
      hereof."

    


    2.10. Audits
      and Appraisals.
      Section
      2.2.4 is amended in its entirety to read as follows:

    


    "2.2.4 Audit
      and Appraisal Fees.
      Borrower shall reimburse Lender at
      the
      rate of $850 per person per day, plus out of pocket expenses, for all audit
      reviews, field examinations and collateral examinations of Borrower's books
      and
      records conducted by Lender from time to time, and shall also reimburse Lender
      for all reasonable costs and expenses from time to time incurred by Lender
      in
      connection with any appraisals of the Collateral."

    


    2.11. Facility
      Fee.
      A new
      Section 2.2.5 is added as follows:

    


    "2.2.5 Extension
      Fee.
      In the
      event that, by each date set forth in the table below, Borrower shall not have
      (a) terminated this Agreement in accordance with Section 5.2.2 hereof, (b)
      paid
      all of the Obligations then due to Lender, and (c) either caused each
      outstanding Letter of Credit and Letter of Credit Guaranty to be terminated
      and
      returned to Lender, or paid to Lender funds equal to the undrawn face amount
      of
      each Letter of Credit and Letter of Credit Guaranty to be held by Lender in
      the
      Cash Collateral Account pursuant to Section 11.3.7 hereof, then on such date
      Borrower shall pay an extension fee to Lender in the amount set forth opposite
      such date:

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              Date

            	
              Extension
                Fee

            
	
              June
                30, 2006

            	
              $5,000

            
	
              September
                30, 2006

            	
              $10,000

            
	
              December
                31, 2006

            	
              $15,000

            


    

    


    Each
      installment shall be deemed fully earned when due and non-refundable once
      paid."

    


    2.12. Payment
      of Principal of Revolver Loans.
      Section
      4.2.1 is amended by deleting Section 4.2.1(i) in its entirety and by
      substituting in lieu thereof the following:

    


    "(i) Any
      portion of the Revolver Loans consisting of the principal amount of Base Rate
      Loans or Daily LIBOR Loans shall be paid by Borrower to Lender, unless converted
      to a LIBOR Rate Loan in accordance with this Agreement, immediately upon the
      earlier of (a) the receipt by Lender or Borrower of any Net Proceeds of any
      of
      the Spare Parts, and, for so long as no Event of Default exists, the Eligible
      Accounts, and, during the existence of an Event of Default, all Accounts, in
      each case to the extent of such Net Proceeds or (b) the termination of this
      Agreement by Borrower or Lender pursuant to Section 5 hereof."

    


    2.13. Payment
      of Principal of Equipment Loans.
      Section
      4.2.3 is amended in its entirety to read as follows:

    


    "4.2.3 Payment
      of Principal of Equipment Loans.
      Borrower shall repay the principal balance of each Equipment Loan in consecutive
      monthly installments of principal, commencing on the first day of the month
      following the Equipment Loan Borrowing Date for such Equipment Loan and
      continuing on the first day of each month thereafter, each in an amount equal
      to
      the product obtained by multiplying the amount of such Equipment Loan by a
      fraction, the numerator of which is one (1) and the denominator of which is
      sixty (60), with a final maturity on the first day of the sixtieth (60th) month
      following the month in which the Equipment Loan Borrowing Date
      occurs."

    


    2.14. Term
      of Loan Agreement.
      Section
      5.2 is amended in its entirety to read as follows:

    


    "5.1 Term
      of Agreement.
      Subject
      to Lender's right to cease making Loans to Borrower during the existence of
      any
      Default or Event of Default, this Agreement shall be in effect for a period
      from
      the date of this Agreement until May 31, 2007 (the "Original Term"), unless
      terminated as provided in Section 5.2 hereof."

    


    2.15. Termination
      Charges.
      Section
      5.2.3 is deleted in its entirety
      and in
      lieu thereof is substituted the phrase "RESERVED".

    


    2.16. Release
      of Collateral.
      A new
      Section 6.5 is added as follows:

    


    "6.5 Release
      of Collateral.
      In
      order to facilitate Borrower's acquisition and financing of Aircraft
      manufactured by Embraer-Empresa
      Brasileira de Aeronáutica S.A., Lender agrees to execute and deliver, upon
      Borrower's request and at Borrower's expense, an Aircraft and Related Property
      Lien Release with respect to any such Aircraft substantially in the form of
      the
      Aircraft and Related Property Lien Release executed by Lender on January 17,
      2002 in favor of Borrower and JPMorgan Chase Bank, as Security Trustee, with
      respect to the four (4) Embraer EMB-145LR aircraft with manufacturer's serial
      numbers 145409 (N282SK), 145424 (N283SK), 145427 (N284SK), and 145435 (N285SK),
      provided that no Default or Event of Default then exists or would result
      therefrom."

    


    2.17. Administration
      of Spare Parts.
      Section
      7.3 is amended in its entirety to read as follows:

    


    "7.3 Administration
      of Spare Parts and other Equipment. 

    


    7.3.1 Records
      and Schedules of Spare Parts and Other Equipment.
      Borrower shall keep accurate records itemizing and describing the kind, type,
      quantity and book value of its Spare Parts, and material items of other
      Equipment and all dispositions made in accordance with Section 9.2.8 hereof,
      and
      shall furnish Lender with a current schedule containing the foregoing
      information (i) in the case of Spare Parts, monthly no later than the tenth
      (10th) day of the month as of the end of the preceding month, and (ii) in the
      case of all other Equipment, on at least an annual basis and more often if
      reasonably requested by Lender. Borrower shall also keep accurate and complete
      logs, manuals, books and records relating to the Equipment, and provide Lender
      with copies of reports and information relating to the Equipment as Lender
      may
      reasonably require from time to time. Promptly after request therefor by Lender,
      Borrower shall deliver to Lender copies of any and all evidence of ownership,
      if
      any, of any Equipment having a cost in excess of $50,000.

    


    7.3.2 Condition
      of Spare Parts and Other Equipment.
      Borrower shall maintain its Spare Parts and each other material item of its
      Equipment in good operating condition and repair, and make all necessary
      replacements of and repairs thereto so that the value and operating efficiency
      of the Spare Parts and other material items of its Equipment shall be maintained
      and preserved, reasonable wear and tear excepted. Borrower shall maintain all
      Eligible Equipment for which Lender has made an Equipment Loan and all Aircraft
      Collateral and Rated Engine Collateral airworthy at all times, except when
      such
      items of Collateral are being repaired or replaced in accordance with the
      provisions of this Agreement. Borrower will not permit any material item of
      its
      Equipment to become affixed to any real Property leased to Borrower so that
      an
      interest arises therein under the real estate laws of the applicable
      jurisdiction unless the landlord of such real Property has executed a landlord
      waiver or leasehold mortgage in favor of and in form reasonably acceptable
      to
      Lender.

    


    7.3.3 Supplement.
      Borrower shall comply with each Supplement that is hereafter executed by
      Borrower pursuant to this Agreement."

    


    2.18. Negative
      Covenant on Loans.
      Section
      9.2.2 is amended in its entirety to read as follows:

    


    "9.2.2 Loans.
      Make,
      or permit any Subsidiary of Borrower to make, any loans or other advances of
      money, except for the following:  

    


    (i) advances
      for travel, relocation and moving, advances against commissions and other
      similar advances to employees in the ordinary course of business;

    


    (ii) loans
      or
      advances to employees to finance the acquisition of stock of
      Borrower;

    


    (iii) loans
      or
      advances consisting of the extension of trade credit by Borrower and its
      Subsidiaries in the ordinary course of business;

    


    (iv) without
      duplication, loans and advances permitted as Investments pursuant to Section
      9.2.9 of this Agreement;

    


    (v) without
      duplication, guaranties otherwise permitted pursuant to Section 9.2.11
      hereof;

    


    (vi) subject
      to clause (iv) of the definition of Permitted Acquisition, loans or advances
      from Borrower to a Subsidiary, from a Subsidiary to Borrower, or from a
      Subsidiary to another Subsidiary, provided in each case any instrument
      evidencing such loan or advance is endorsed to the order of, delivered to,
      and
      pledged and assigned to Lender as additional security for the Obligations;
      

    


    (vii) loans
      or
      advances from one Borrower to another Borrower; and

    


    (viii) other
      loans and advances not to exceed $250,000 in the aggregate at any one time
      outstanding."

     

    2.19 Disposition
      of Collateral.
      Section
      9.2.8(iii) is amended in its entirety to read as follows:

    


    "
      (iii)
 dispositions
      in the ordinary course of business of Spare Parts and other items of Equipment
      (other than any item of Eligible Equipment financed by an Equipment Loan) of
      Borrower and its Subsidiaries; provided that
      in the
      case of Spare Parts, the Spare Parts Borrowing Base is adjusted
      accordingly;"

    


    2.20. Financial
      Covenants.
      Section
      9.3 is amended in its entirety to read as follows:

    


    "9.3 Specific
      Financial Covenants.
      During
      the term of this Agreement, Existing Borrower covenants that, unless otherwise
      consented to by Lender in writing, it shall comply with the following financial
      covenants:

    


    "9.3.1 Consolidated
      Fixed Charge Coverage Ratio.
      Borrower and its Subsidiaries shall maintain a Consolidated Fixed Charge
      Coverage Ratio for each Testing Period of not less than 1.05 to
      1.0.

    


    9.3.2 Indebtedness
      for Money Borrowed/Consolidated EBITDA Ratio.
      Borrower and its Subsidiaries shall maintain a Indebtedness for Money
      Borrowed/Consolidated EBITDA Ratio for each Testing Period of not more than
      6.30."

    


    2.21. Amount
      of Each Equipment Loans.
      Section
      10.2.4 is amended in its entirety to read as follows:

    


    "10.2.4
      Amount
      of Equipment Loan.
      The
      amount of the requested Equipment Loan shall not exceed ninety percent (90%)
      of
      the Equipment Purchase Price of the Eligible Equipment being financed with
      the
      proceeds of such Equipment Loan."

    


    2.22. Events
      of Default.
      Section
      11.1.9 of the Loan Agreement, Change
      of Control,
      is
      deleted in its entirety and in lieu thereof is substituted the phrase
      "RESERVED".

    


    2.23. Notices.
      Section
      12.9 is amended to provide that notices, requests and demands sent to the
      Borrower and the Lender shall be addressed as follows:

    


    
      	
               If
                to Lender:

            	Bank of America, N.A. 
	 	300 Galleria Parkway, N.W., Suite 800
              
	 	Atlanta, Georgia 30339
	 	Attention:
              Southeast Loan Administration
	 	Facsimile
              No.: 770-859-2437


    

          

    
      	
               If
                to Borrower:

            	Chatauqua Airlines, Inc.
	 	8909 Purdue Road, Suite 300
	 	Indianapolis, Indiana 46268 
	 	Attention: President
	 	Facsimile No.:
              317-484-6060


    

     

    2.24. Equipment
      Note.
      Exhibit
      A-2 attached to the Loan Agreement is deleted and in lieu thereof is substituted
      Exhibit A-2 attached to this Amendment.

    


    2.25. Compliance
      Certificate.
      Exhibit
      D attached to the Loan Agreement is deleted and in lieu thereof is substituted
      Exhibit D attached to this Amendment.

    


    2.26. Schedule
      7.1.1; Location of Spare Parts.
      Schedule 7.1.1 is amended to reflect that the Spare Parts of each Borrower
      are
      located at the locations set forth in Schedule 7.1.1 attached to this
      Amendment.

    


    2.27. Renewal
      Terms.
      All
      references in the Loan Agreement to a Renewal Term are deleted.

    


    2.28. Prior
      Amendments.
      Each of
      the amendments made to the Loan Agreement by the Prior Amendments are deleted
      in
      their entirety.

    


    2.29. References
      to Borrower.
      All
      references in the Loan Agreement or any of the other Loan Documents to
      "Borrower" shall be deemed amended to read "any or all of Borrowers", "any
      of
      Borrowers", "all Borrowers", "each Borrower", "any such Borrower", "each such
      Borrower", or other similar phrase as and where applicable, so that each Joining
      Borrower is included therein, together with the Existing Borrower and the other
      Joining Borrowers.

    


    2.30. References
      to Lender.
      All
      references in the Loan Agreement or any of the other Loan Documents to "Lender"
      shall be deemed amended to refer to Bank of America, N.A., a national banking
      association, and its successors and assigns. 

     

    
      
        

      

    

    ARTICLE
      III

    


    REPRESENTATIONS
      AND WARRANTIES

    


    The
      Existing Borrower and the Joining Borrowers hereby jointly and severally
      represent and warrant to the Lender that as of the date hereof:

    


    3.1. Corporate
      Power and Authority.
      The
      execution and delivery by the Existing Borrower and the Joining Borrowers and
      the performance by them of the transactions herein contemplated: (i) are and
      will be within their respective powers; (ii) have been authorized by all
      necessary corporate action; and (iii) do not and will not (i) require any
      consent or approval of the shareholders of the Existing Borrower or any Joining
      Borrower or any of its respective Subsidiaries which has not been obtained;
      (ii)
      contravene the Existing Borrower's or any Joining Borrower's or any of its
      respective Subsidiaries' charter, articles or certificate of incorporation
      or
      by-laws; (iii) violate, or cause the Existing Borrower or any Joining Borrower
      or any of its respective Subsidiaries to be in default under, any provision
      of
      any law, rule, regulation, order, writ, judgment, injunction, decree,
      determination or award in effect having applicability to the Existing Borrower
      or any Joining Borrower or any of its respective Subsidiaries; (iv) result
      in a
      breach of or constitute a default under any indenture or loan or credit
      agreement or any other agreement, lease or instrument to which the Existing
      Borrower or any Joining Borrower or any of its respective Subsidiaries is a
      party or by which it or its respective Properties may be bound or affected
      that
      may reasonably be expected to have a Material Adverse Effect; or (v) result
      in,
      or require, the creation or imposition of any Lien (other than Permitted Liens)
      upon or with respect to any of the Properties now owned or hereafter acquired
      by
      the Existing Borrower or any Joining Borrower or any of its respective
      Subsidi-aries.

    


    3.2. Compliance
      with the Loan Agreement and Other Loan Documents.
      The
      Existing Borrower and the Joining Borrowers are each in compliance with all
      of
      the terms and provisions set forth in the Loan Agreement as amended hereby
      and
      in the other Loan Documents to be observed or performed by such Borrower, except
      where the failure of such Borrower to comply has been waived in writing by
      the
      Lender.

    


    3.3. Representations
      in Loan Agreement and other Loan Documents.
      The
      representations and warranties of the Existing Borrower set forth in the Loan
      Agreement as amended hereby and the other Loan Documents, as joined in and
      also
      made by the Joining Borrowers pursuant to this Amendment, are true and correct
      in all material respects as of the date hereof except to the extent that such
      representations and warranties relate solely to or are specifically expressed
      as
      of a particular date or period which is past or expired as of the date
      hereof.

    


    3.4. No
      Event of Default.
      No
      Default or Event of Default exists.

    


    ARTICLE
      IV

    


    MODIFICATION
      OF LOAN DOCUMENTS; 

    RELEASE
      OF CLAIMS BY BORROWERS

    


    4.1. Loan
      Documents.
      The
      Loan Agreement and each of the other Loan Documents are amended to provide
      that
      any reference to the Loan Agreement in the Loan Agreement or any of the other
      Loan Documents shall mean the Loan Agreement as amended by this Amendment,
      and
      as it is further amended, restated, supplemented or modified from time to
      time.

    


    4.2. Release
      of Claims.
      To
      induce the Lender to enter into this Amendment, and in consideration thereof,
      each Borrower hereby releases, acquits and forever discharges the Lender and
      the
      Lender's officers, directors, agents, employees, successors and assigns, from
      all liabilities, claims, demands, actions or causes of action of any kind (if
      any there be), whether absolute or contingent, due or to become due, disputed
      or
      undisputed, at law or in equity, that the Borrowers or any of them now has
      or
      ever had against the Lender arising under or in connection with the Loan
      Agreement, any of the other Loan Documents or otherwise.

    


    ARTICLE
      V

    


    CONDITIONS
      PRECEDENT

    


    It
      shall
      be a condition precedent to the amendments to the Loan Agreement as set forth
      in
      Article II hereof that each of the following conditions shall have been
      satisfied: 

    


    5.1. Documentation.
      The
      Lender shall have received the following documents, each to be in form and
      substance reasonably satisfactory to the Lender and its counsel:  

    


    (a) This
      Amendment duly executed by the Borrowers;

    


    (b) Copies
      of
      all filing receipts or acknowledgments issued by any governmental authority
      (including, without limitation, the FAA) to evidence any filing or recordation
      necessary to perfect the Liens of the Lender in the Joining Borrower Collateral
      and evidence in a form reasonably acceptable to the Lender that such Liens
      constitute valid and perfected first priority security interests and Liens,
      subject only to those Permitted Liens which are expressly stated to have
      priority over the Liens of the Lender;

    


    (c) Copies
      of
      the Articles of Incorporation of each Joining Borrower, and all amendments
      thereto, certified by the secretary of the state of its
      incorporation;

    


    (d) Good
      standing certificates for each Joining Borrower issued by the secretary of
      the
      state of its incorporation;

    


    (e) A
      closing
      certificate signed by an authorized officer of each Borrower stating that (i)
      the representations and warranties of each Borrower set forth in this Amendment
      and the Loan Agreement are true and correct in all material respects on and
      as
      of the date of this Amendment, (ii) each Borrower is on such date in compliance
      in all material respects with all the terms and provisions set forth in the
      Loan
      Agreement, as amended hereby, and the other Loan Documents, and (iii) on such
      date no Default or Event of Default exists;

    


    (f) Certificate
      of the Secretary or an Assistant Secretary of each Borrower certifying (i)
      that
      attached thereto is a true and complete copy of the Bylaws of such Borrower,
      as
      in effect on the date of such certification, (ii) that attached thereto is
      a
      true and complete copy of the resolutions adopted by the Board of Directors
      of
      such Borrower authorizing the execution, delivery and performance of this
      Amendment, the joinder by the Joining Borrowers in the Loan Agreement and the
      other Loan Documents, the guaranty by each Borrower of the Obligations of the
      other Borrowers, and the consummation of the transactions contemplated hereby
      and thereby, and (iii) as to the incumbency and genuineness of the signature
      of
      each officer of each Borrower executing this Amendment or any of the Loan
      Documents; 

    


    (g) A
      Spare
      Parts Supplement (or, in the case of the Existing Borrower, an amendment
      thereto), duly executed by each Borrower (other than the Parent) for the
      locations at which any Spare Parts are located as set forth in Schedule 7.1.1
      to
      the Loan Agreement; 

    


    (h) Favorable
      written opinions from special FAA counsel to the Lender as to the recordation
      of
      the Spare Parts Supplements executed by each Borrower (other than the Parent)
      pursuant to this Amendment in form and substance satisfactory to the Lender
      and
      its counsel; 

    


    (i) Certified
      copies of casualty insurance policies of each Borrower, together with loss
      payable endorsements on the Lender's standard form of Loss Payee Endorsement
      naming the Lender as loss payee as its interests may appear; and

    


    (j) Such
      other documents, instruments and agreements as the Lender shall reasonably
      request in connection with the foregoing matters. 

    


    5.2.
       Representations
      and Warranties.
      Each of
      the warranties and representations of the Borrowers set forth in this Amendment,
      the Loan Agreement as amended hereby, and the other Loan Documents shall be
      true, correct and accurate in all material respects.

    


    ARTICLE
      VI

    


    GENERAL

    


    6.1. Full
      Force and Effect.
      As
      expressly amended hereby, the Loan Agreement shall continue in full force and
      effect in accordance with the provisions thereof. As used in the Loan Agreement,
      "hereinafter", "hereto", "hereof" or words of similar import, shall, unless
      the
      context otherwise requires, mean the Loan Agreement as amended by this
      Amendment.

    


    6.2 Applicable
      Law.
      This
      Amendment shall be governed by and construed in accordance with the internal
      laws and judicial decisions of the State of North Carolina.

    


    6.3 Counterparts.
      This
      Amendment may be executed in one or more counterparts, each of which shall
      constitute an original, but all of which when taken together shall constitute
      but one and the same instrument.

    


    6.4 Expenses.
      The
      Borrower shall reimburse the Lender for all reasonable legal fees and expenses
      incurred by the Lender in connection with the preparation, negotiation,
      execution and delivery of this Amendment and all other agreements and documents
      or contemplated hereby.

    


    6.5. Headings.
      The
      headings in this Amendment are for the purpose of reference only and shall
      not
      affect the construction of this Amendment.

    


    6.6 Waiver
      of Jury Trial.
      TO THE
      FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE EXISTING BORROWER, THE JOINING
      BORROWERS AND THE LENDER EACH WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION,
      SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO THIS
      AMENDMENT, THE LOAN AGREEMENT OR THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS
      RELATED HERETO OR THERETO.

    


    


    [Signatures
      Begin on the Next Page]

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
      and delivered on the date first above written.

     

                                                      

    
      	 	 	Existing
              Borrower:
	 	 	 
	 	CHAUTAUQUA
              AIRLINES INC.
	 
 	 
 	 
 
	 	By:  	/s/ Robert
              H.
              Cooper
	 	
              

            
	 	Title:
              Executive Vice President & Chief Financial
              Officer


    

     

     

                                                         

    
      	 	 	Joining
              Borrowers:
	 	 	 
	 	REPUBLIC
              AIRWAYS HOLDINGS INC.
	 
 	 
 	 
 
	 	By:  	/s/ Robert
              H.
              Cooper
	 	
              

            
	 	Title:
              Executive Vice President & Chief Financial
              Officer


    

     

    
      	 	 	 
	 	REPUBLIC
              AIRLINE INC.
	 
 	 
 	 
 
	 	By:  	/s/ Robert
              H.
              Cooper
	 	
              

            
	 	Title:
              Executive Vice President & Chief Financial
              Officer


    

    


    


    
      	 	 	 
	 	SHUTTLE
              AMERICA CORPORATION 
	 
 	 
 	 
 
	 	By:  	/s/ Robert
              H. Cooper
	 	
              

            
	 	Title: Executive
              Vice President & Chief Financial
              Officer 


    

    


                                                     

      	 	 	Lender:
	 	 	 
	 	BANK
              OF
              AMERICA, N.A. (successor by assignment to Fleet Capital
              Corporation)
	 
 	 
 	 
 
	 	By:  	/s/ Robert
              Walker
	 	
              

            
	 	Title:
              Senior Vice President 


    

    
 

    


     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-2

    


    SECURED
      PROMISSORY NOTE

                                                                         


    


    
      	 $[Amount of Equipment Loan]	[Equipment Loan Borrowing Date]
	 	 Charlotte, North
              Carolina


    

     

         FOR
      VALUE
      RECEIVED,
      the
      undersigned (hereinafter, individually and collectively, "Borrower"), hereby
      promises to pay to the order of
      BANK OF AMERICA, N.A.,
      a
      national banking association (hereinafter "Lender"), in such coin or currency
      of
      the United States which shall be legal tender in payment of all debts and dues,
      public and private, at the time of payment, the principal sum of
      _______________________________ Dollars ($____________), together with interest
      from and after the date hereof on the unpaid principal balance outstanding
      at
      the rates of interest in effect from time to time pursuant to Section 2.1 of
      the
      Loan Agreement (as such term is defined below).

    


    This
      Secured Promissory Note (the "Note") is one of the Equipment Notes referred
      to
      in, and is issued pursuant to, that certain Loan and Security Agreement between
      Borrower and Lender dated December 9, 1998 (hereinafter, as amended from time
      to
      time, the "Loan Agreement"), and is entitled to all of the benefits and security
      of the Loan Agreement. All of the terms, covenants and conditions of the Loan
      Agreement and the Security Documents are hereby made a part of this Note and
      are
      deemed incorporated herein in full. All capitalized terms used herein, unless
      otherwise specifically defined in this Note, shall have the meanings ascribed
      to
      them in the Loan Agreement.

    


    For
      so
      long as no Event of Default shall have occurred, the principal amount and
      accrued interest of this Note shall be due and payable on the dates and in
      the
      manner hereinafter set forth:

    


    (a)
      Interest shall be due and payable monthly, in arrears, on the first day of
      each
      month, commencing on the first day of the month following the date hereof,
      and
      continuing until such time as the full principal balance, together with all
      other amounts owing hereunder, shall have been paid in full;

    


    (b)
      Principal shall be due and payable monthly commencing on the first day of the
      month following the date hereof, and continuing on the first day of each month
      thereafter to and including the first day of ___________, _____ [the
      59th month after the month in which the Equipment Loan Borrowing Date for the
      Equipment Loan evidenced by this Note occurs],
      in
      installments of $__________ each [the
      amount of the Equipment Loan evidenced by this Note divided by sixty
      (60)];
      and

    


    (c)
      The
      entire remaining principal amount then outstanding, together with any and all
      other amounts due hereunder, shall be due and payable on the first day of
      ____________,
      _____ [the 60th month after the month in which the Equipment Loan Borrowing
      Date
      for the Equipment Loan evidenced by this Note occurs].

    


    If,
      prior
      to the date on which this Note is required to be paid in full in accordance
      with
      the foregoing provisions, the Loan Agreement is terminated pursuant to Sections
      5.2.1 or 5.2.2 thereof, then the entire unpaid principal balance and accrued
      interest on this Note shall be immediately due and payable in full and shall
      be
      paid on the effective date of such termination.

    


    Borrower
      shall prepay this Note as provided in Section 4.5 of the Loan Agreement and
      may
      prepay this Note in whole at any time or in part from time to time as provided
      in Section 4.6 of the Loan Agreement. All partial prepayments, whether mandatory
      or voluntary, shall be applied ratably to the remaining installments of
      principal due hereon.

    


    Upon
      the
      occurrence of an Event of Default, Lender shall have all of the rights and
      remedies set forth in Section 11 of the Loan Agreement.

    


    To
      the
      fullest extent permitted by applicable law, Borrower, for itself and its legal
      representatives, successors and assigns, expressly waives presentment, demand,
      protest, notice of dishonor, notice of non-payment, notice of maturity, notice
      of protest, presentment for the purpose of accelerating maturity, diligence
      in
      collection, and the benefit of any exemption or insolvency laws, except as
      otherwise expressly provided in the Loan Agreement.

    


    Wherever
      possible, each provision of this Note shall be interpreted in such manner as
      to
      be effective and valid under applicable law, but if any provision of this Note
      shall be prohibited or invalid under applicable law, such provision shall be
      ineffective to the extent of such prohibition or invalidity without invalidating
      the remainder of such provision or remaining provisions of this Note. No delay
      or failure on the part of Lender in the exercise of any right or remedy
      hereunder shall operate as a waiver thereof, nor as an acquiescence in any
      default, nor shall any single or partial exercise by Lender of any right or
      remedy preclude any other right or remedy. Lender, at its option, may enforce
      its rights against any collateral securing this Note without enforcing its
      rights against Borrower or any other property or indebtedness due or to become
      due to Borrower. Borrower agrees that, without releasing or impairing Borrower's
      liability hereunder, Lender may at any time release, surrender, substitute
      or
      exchange any collateral securing this Note and may at any time release any
      party
      primarily or secondarily liable for the indebtedness evidenced by this
      Note.

    


    This
      Note
      shall be governed by, and construed and enforced in accordance with, the laws
      of
      the State of North Carolina and is intended to take effect as an instrument
      under seal.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      Borrower
      has caused this Note to be duly executed and delivered on the date first above
      written.

     

     

    
      	 	 	 Borrower:
	 	CHAUTAUQUA
              AIRLINES, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Robert
              H.
              Cooper
	 	
              

            
	 	Title:
              Executive Vice President & Chief Financial
              Officer 


      	 	 	 
	 	REPUBLIC
              AIRWAYS HOLDINGS INC.
	 
 	 
 	 
 
	 	By:  	/s/ Robert
              H.
              Cooper
	 	
              

            
	 	Title :
              Executive Vice President & Chief Financial
              Officer 


      	 	 	 
	 	REPUBLIC
              AIRLINE INC.
	 
 	 
 	 
 
	 	By:  	/s/ Robert
              H.
              Cooper
	 	
              

            
	 	Title:
              Executive Vice President & Chief Financial
              Officer  


      	 	 	 
	 	SHUTTLE
              AMERICA CORPORATION 
	 
 	 
 	 
 
	 	By:  	/s/ Robert
              H.
              Cooper
	 	
              

            
	 	Title:
              Executive Vice President & Chief Financial
              Officer  




     

    


     

    


    


     

     

    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    EXHIBIT
      D

    


    COMPLIANCE
      CERTIFICATE

    


    [Letterhead
      of Borrower]

    


    


    


    __________________,
      20__

    


    


    Bank
      of
      America, N.A.

    300
      Galleria Parkway, N.W., Suite 800 

    Atlanta,
      Georgia 30339

    Attention:
      Southeast Loan Administration

    


    Ladies
      and Gentlemen:

    


    The
      undersigned, the chief financial officer of Republic Airlines Holdings Inc.,
      a
      Delaware corporation and its Subsidiaries (individually and collectively,
      "Borrower"), gives this certificate to Bank of America, N.A. ("Lender") in
      accordance with the require-ments of Section 9.1.3 of that certain Loan and
      Security Agreement dated December 9, 1998, between Borrower and Lender (as
      amended from time to time, the "Loan Agreement"). Capitalized terms used in
      this
      Certificate, unless otherwise defined herein, shall have the meanings ascribed
      to them in the Loan Agreement.

    


    1. Based
      upon my review of the Consolidated balance sheets and statements of income
      of
      Borrower and its Subsidiaries for the Testing
      Period ending __________________, 19__, copies of which are attached hereto,
      I
      hereby certify that:

    


    (a) The
      Consolidated Fixed Charges Coverage Ratio for such Testing Period is ____ to
      1.0; and 

    


    (b) The
      Consolidated Leverage Ratio as of the end of such Testing Period is _____ to
      1.

    


    2. No
      Default exists on the date hereof, other than: ________________
      __________________________________________________ [if
      none,
      so state];
      and

    


    3. No
      Event
      of Default exists on the date hereof, other than
      ____________________________________________________________ [if
      none,
      so state].

    


     

    REPUBLIC
      AIRWAYS HOLDINGS INC.  

    CHAUTAUQUA
      AIRLINES, INC.

    REPUBLIC
      AIRLINE INC.

    SHUTTLE
      AMERICA CORPORATION 

    ("Borrower")

    


    


    
      	 

              By:                            
                

            
	
                  Chief
                Financial
                Officer

            
	
               

            
	
                            

            
	
               

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      7.1.1

    


    Spare
      Parts Locations 

    


    The
      Spare
      Parts of Borrower are located at the following locations:

    


    
      	1.  	
              485
                Cayuga Road, Buffalo, New York
                14225

            


    

    
      	2.  	
              5353
                Massillon Road, Route 241, Greensburg, Ohio
                44232

            


    

    
      	3.  	
              18631
                Jarkey Drive, Hagerstown, Maryland
                21742

            


    

    
      	4.  	
              2600
                South High School Road, Indianapolis Airport, Indianapolis, Indiana
                46251

            


    

    
      	5.  	
              Hangar
                Road, Entrance 3, Pittsburgh, Pennsylvania
                15231

            


    

    
      	6.  	
              B
                Concourse, Room B-2030, Lambert International Airport, St. Louis,
                Missouri
                63145

            


    

    
      	7.  	
              Philadelphia
                International Airport, 8500 Essington Drive, Hangar #6, Philadelphia,
                Pennsylvania 191533

            


    

    
      	8.  	
              Columbus
                International Airport, 4105 E. 5th Avenue, Columbus, Ohio
                43219

            


    

    
      	9.  	
              US
                Airways terminal room 1214, Laguardia Airport, Flushing, New York
                11371

            


    

    
      	10.  	
              Orlando
                International Airport, 4219 Lindy Circle, Orlando, Florida
                32827

            


    

    
      	11.  	
              Dallas
                Fort Worth International Airport, 2963 North Airfield Drive, Dallas,
                Texas
                75261

            


    

    
      	12.  	
              2745
                S. Hoffman Road, Dock 67, Hangar 7A, Indianapolis, Indiana
                46241

            


    

    
      	13.  	
              6390
                Turner Drive Indianapolis, Indiana
                46241

            


    

    
      	14.  	
              5015
                Crittenden Drive, Louisville, Kentucky
                40209

            


    

    
      	15.  	
              Lambert
                International Airport, 9825 Air Cargo Road, St. Louis, Missouri
                63134

            


    

    
      	16.  	
              Terminal
                One C South Ready Room, Ramp Level, Chicago, Illinois
                60666

            


    

    
      	17.  	
              Signature
                Flight Support Hangar, 4219 Lindy Circle, Orlando, Florida
                32827

            


    

    
      	18.  	
              Hangar
                #3, Thomas Avenue, Washington DC,
                20001

            


    

    
      	19.  	
              Dulles
                International Airport, 1 Saarineh Circle, Concourse D-DG196, Dulles,
                Virginia 20166

            


    

    
      	20.  	
              200
                Walters Drive, Building 479, Pittsburgh, Pennsylvania
                15231

            


    

    
      	21.  	
              3625
                West 510 North, Salt Lake City, Utah
                84116

            


    

    
      	22.  	
              4334
                Fifth Avenue, Columbus, Ohio 43219

            


    

    
      	23.  	
              Philadelphia
                International Airport, 8500 Essington Drive, Philadelphia, Pennsylvania
                

            


    

    19153