AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

Exhibit 10.23

AMENDED AND RESTATED

LOAN AND SECURITY AGREEMENT

dated as of

July 31, 2003

Between

ATLANTIC COAST AIRLINES

And

WACHOVIA BANK, NATIONAL ASSOCIATION

TABLE OF CONTENTS

i

ii

AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT

     THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of July 31, 2003 by and between ATLANTIC COAST AIRLINES (the “Borrower”), a California corporation, and WACHOVIA BANK, NATIONAL ASSOCIATION (the “Lender”).

RECITALS

       1.     The Borrower and the Lender are parties to a revolving line of credit facility evidenced by a Note dated September 28, 2001, in the face amount of Twenty Five Million Dollars, as amended by a Loan Modification Agreement dated December 23, 2002 (which reduced the face amount of the Note to $17,500,000.00).

1

     NOW, THEREFORE, the Lender and the Borrower agree as follows:

ARTICLE I
DEFINITIONS

      SECTION 1.01 Definitions . The terms as defined in this Section 1.01 shall, for all purposes of this Agreement and any amendment hereto (except as herein otherwise expressly provided or unless the context otherwise requires), have the meanings set forth herein:

     “Affiliate” of any relevant Person means any other Person (other than a Subsidiary): (i) who directly, or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, the relevant Person; (ii) who beneficially owns or hold 5% or more of any class of the Voting Stock of such Person; or (iii) 5% or more of the Voting Stock (or in the case of a Person which is not a corporation, 5% or more of the equity interest) of which is beneficially owned or held by such Person or a Subsidiary of such person.

     “Agreement” means this Amended and Restated Loan and Security Agreement, as the same may hereafter be amended, modified, supplemented or restated from time to time, and all exhibits hereto.

     “Applicable Law” means all laws, rules and regulations applicable to the Person, conduct, transaction, covenant or Loan Documents in question, including, but not limited to, all applicable common law and equitable principles; all provisions of all applicable state and federal constitutions, statutes, rules, regulations and orders of governmental bodies; orders, judgments and decrees of all courts and arbitrators and all Environmental Laws.

     “Authority” means the Metropolitan Washington Airports Authority.

     “Bond Letter of Credit” means the Lender’s irrevocable, transferable direct-pay letter of credit in substantially the form of Exhibit A to the Reimbursement Agreement in the original undrawn amount of $12,147,090.41.

     “Borrower” means Atlantic Coast Airlines, a California corporation, and its successors and its permitted assigns.

     “Business Day” means any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the Commonwealth of Virginia or is a

2

day on which banking institutions located in the Commonwealth of Virginia are closed.

     “CERCLA” means the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. § 9601 et. seq. and its implementing regulations and amendments.

     “CERCLIS” means the Comprehensive Environmental Response Compensation and Liability Inventory System established pursuant to CERCLA.

     “Closing Date” means July 31, 2003.

     “Code” means the Internal Revenue Code of 1986, as amended, or any successor Federal tax code.

     “Collateral” means (i) the certificate of deposit listed on Exhibit A , (ii) all substitutions and replacements of the property described in (i) above, and (iii) the proceeds of any of the foregoing items (i) and (ii) above.

     “Controlled Group” means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower, are treated as a single employer under Section 414 of the Code.

     “Debt” of any Person means at any date, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (iv) all obligations of such Person as lessee under capital leases, (v) all obligations of such Person to reimburse any bank or other Person in respect of amounts payable under a banker’s acceptance, (vi) all obligations of such Person to reimburse any bank or other Person in respect of amounts paid under a letter of credit or similar instrument, (vii) all Debt of others secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person, and (viii) all Debt of others Guaranteed by such Person.

     “Deed of Trust” means the Credit Line Leasehold Deed of Trust and Security Agreement executed by the Borrower on or about September 28, 2001 in favor of the trustee named therein for the benefit of the Lender, as it may be amended, modified, supplemented or restated from time to time, by which the Borrower granted and conveyed to the trustee for the benefit of the Lender, as security for $12,345,000 of the Obligations, Liens upon the Borrower’s Leasehold Interest in the Realty leased by the Borrower from the Authority pursuant to the Lease. The Deed of Trust is being released in connection with execution and delivery of this Agreement.

3

     “Default” means any condition or event which constitutes an Event of Default or which with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default.

     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, or any successor law. Any reference to any provision of ERISA shall also be deemed to be a reference to any successor provision or provisions thereof.

     “Event of Default” has the meaning set forth in Section 8.01.

     “FAA” means the Federal Aviation Administration, an agency of the United States Government, or any successor or replacement administration or governmental agency having the same or similar authority and responsibilities.

     “GAAP” means generally accepted accounting principles applied on a basis consistent with those which, in accordance with Section 1.02, are to be used in making the calculations for purposes of determining compliance with the terms of this Agreement.

     “Guarantee” by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to secure, purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to provide collateral security, to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for the purpose of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part), provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.

     “Improvements” means the maintenance facility and associated access roadway, vehicle parking and maneuvering areas and aircraft paving aprons on the Realty.

     “Lease” means that certain Ground Lease Agreement, dated as of June 23, 1997, between the Authority and the Borrower, as amended.

     “Leasehold Interest” means the Borrower’s interest in the Realty and the Improvements under the Lease.

     “Lender” means Wachovia Bank, National Association, and its successors and assigns.

4

     “Lender’s Expenses” means and includes: (a) all reasonable costs and expenses which Borrower is required to pay or cause to be paid under this Agreement or any of the other Loan Documents and which are paid or advanced by Lender pursuant to the provisions of this Agreement or any of the other Loan Documents; (b) all taxes and insurance premiums of every kind and nature which Borrower is required to pay or cause to be paid under this Agreement or any of the other Loan Documents and which are paid or advanced by Lender pursuant to the provisions of this Agreement or any of the other Loan Documents; (c) all necessary or advisable filing, recording, publication and search fees paid or incurred by Lender in connection with the transactions contemplated by this Agreement; (d) all reasonable costs and expenses paid or incurred by Lender (with or without suit) to correct any default or enforce any provisions of this Agreement or any of the other Loan Documents or in gaining possession of, maintaining, handling, preserving, storing, refurbishing, appraising, selling, preparing for sale and advertising to sell the Collateral, whether or not a sale is consummated; (e) all reasonable costs and expenses paid or incurred by Lender in enforcing or defending this Agreement, any of the other Loan Documents, or any portion of any thereof; and (f) reasonable attorneys fees and expenses paid or incurred by Lender in enforcing or defending this Agreement, any of the other Loan Documents or any provision of any thereof, whether or not suit is brought, and including any action brought in any bankruptcy or insolvency proceeding.

     “Lending Office” means (i) the Lender’s office located at its address set forth on the signature pages hereof (or identified on the signature pages hereof as its Lending Office), or such other office as Lender may hereafter designate as its Lending Office by notice to the Borrower.

     “Letters of Credit” means all letters of credit issued by the Lender or any of the Lender’s Affiliates for the account of the Borrower.

     “Letter of Credit Application Agreement” means the Lender’s standard form of letter of credit application, together with all schedules and exhibits thereto, as such form may be modified from time to time.

     “Letter of Credit Fee” means an annual amount equal to forty-five (45) basis points of the face amount of a Letter of Credit issued by the Lender.

     “Lien” means, with respect to any Collateral, any mortgage, deed to secure debt, deed of trust, lien, pledge, charge, security interest, security title, preferential arrangement which has the practical effect of constituting a security interest or encumbrance, or encumbrance or servitude of any kind in respect of such Collateral to secure or assure payment of a Debt or a Guarantee, whether by consensual agreement or by operation of statute or other law, or by any agreement, contingent or otherwise, to provide any of the foregoing. For the purposes of this Agreement, the Borrower or any Subsidiary shall be deemed to own subject to a Lien any Collateral which it has acquired or holds subject to the

5

interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

     “Loan Documents” means this Agreement, the Letter of Credit Application Agreements and the Security Documents, as such documents and instruments may be amended or supplemented from time to time.

     “Material Adverse Effect” means, with respect to any event, act, condition or occurrence of whatever nature (including any adverse determination in any litigation, arbitration, or governmental investigation or proceeding), whether singly or in conjunction with any other event or events, act or acts, condition or conditions, occurrence or occurrences, whether or not related, a material adverse change in, or a material adverse effect upon, any of (a) the financial condition, operations, business, properties or prospects of the Borrower and any Consolidated Subsidiaries taken as a whole, (b) the rights and remedies of the Lender under the Loan Documents, or the ability of the Borrower to perform its obligations under the Loan Documents to which it is a party, as applicable, or (c) the legality, validity or enforceability of any Loan Document or the collateral for any Loan Document.

     “Maximum Rate” has the meaning set forth in Section 11.10.

     “Multiemployer Plan” shall have the meaning set forth in Section 4001(a)(3) of ERISA.

     “Obligations” means all indebtedness, obligations and liabilities of any of the Borrower and its Subsidiaries to the Lender existing on the date of this Agreement or arising thereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, whether arising by contract, operation of law or otherwise.

     “PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

     “Person” means an individual, a corporation, a partnership, an unincorporated association, a trust or any other entity or organization, including, but not limited to, a government or political subdivision or an agency or instrumentality thereof.

     “Plan” means at any time an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code and is either (i) maintained by a member of the Controlled Group for employees of any member of the Controlled Group or (ii) maintained pursuant to a collective bargaining agreement or any other arrangement under which more than one employer makes contributions and to which a member of the Controlled Group is then making or accruing an obligation to make contributions or has within the preceding 5 plan years made contributions.

6

     “Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, leased or otherwise used or occupied by the Borrower or any Subsidiary, wherever located.

     “Realty” means that certain parcel of real property of approximately 6.96 acres located at Washington Dulles International Airport in Loudoun County, Virginia leased from the Authority by the Borrower and on which Borrower’s Improvements are constructed.

     “Reimbursement Agreement” means that certain Letter of Credit and Reimbursement Agreement, dated September 28, 2001, among the Lender and the Borrower, pursuant to which the Lender issued the Bond Letter of Credit, as amended, modified, supplemented or restated from time to time.

     “Security Documents” means this Agreement and all other instruments and agreements now or at any time hereafter securing the whole or any part of the Obligations.

     “Subsidiary” means any corporation of which a Person owns, directly or indirectly through one or more intermediaries, more than 50% of the Voting Stock at the time of determination. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.

     “Voting Stock” means securities (as such term is defined in Section 2(1) of the Securities Act of