AMENDMENT NO. 2 TO AIRLINE SERVICES AGREEMENT

Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.  The omitted materials have been filed separately with the Securities and Exchange Commission.

This Amendment No. 2, dated as of June 3, 2009 (this “ Amendment ”), to the Airline Services Agreement dated as of September 3, 2008 (the “ Agreement ”) is among Midwest Airlines, Inc. (“ Midwest ”), Republic Airline, Inc. (“ RAI ”), Midwest Air Group, Inc. (“ Midwest Holdings ”) and Republic Airways Holdings Inc. (“ RAI Holdings ”).

WHEREAS, Midwest, RAI, Midwest Holdings and RAI Holdings are parties to the Agreement; and

WHEREAS, the parties desire to amend the Agreement to include seven Embraer ERJ 135LR and five Embraer ERJ 145 aircraft as Covered Aircraft to be operated by RAI pursuant to the terms of the Agreement;

NOW, THEREFORE, for and in consideration of the mutual undertakings set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Midwest, RAI, Midwest Holdings and RAI Holdings hereby agree as follows:

The Agreement is hereby amended as follows:

(a)           Exhibit B of the Agreement shall be deleted and replaced with Exhibits B-1 and B-2 in Schedule 1 hereto.

(b)           Appendix 1 to Exhibit D of the Agreement shall be deleted and replaced with Schedule 2 hereto.

4.            Miscellaneous .

(a)           This Amendment shall be governed by the law of the State of New York (including without limitation Section 5-1401 of the New York General Obligations Law).

(b)         &