EXHIBIT 10.47A


                                                        CONFIDENTIAL TREATMENT
                                                REQUESTED PURSUANT TO RULE 406

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. THE OMITTED
MATERIALS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


        THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES
ACT OF 1933, AS AMENDED, OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE.
ACCORDINGLY, THIS PROMISSORY NOTE MAY NOT BE SOLD, UNLESS EITHER REGISTERED
UNDER SUCH ACT AND SUCH APPLICABLE STATE LAWS OR UNLESS AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE.

                         PROMISSORY NOTE (N372SK/145538)

          Relating to One (1) Embraer EMB-145 model EMB-135 KL Aircraft
                          U.S. Registration No. N372SK
                       Manufacturer's Serial Number 145538

$[*]                                                              June 11, 2002

         Chautauqua Airlines, Inc., a New York, U.S.A. corporation ("BORROWER"),
for value received, hereby promises to pay to Embraer - Empresa Brasileira de
Aeronautica S.A., a Brazilian corporation, or its registered assigns ("LENDER"),
at Caixa Postal 343, CEP 12227-901, Sao Jose dos Campos, Sao Paulo, Brazil (or
at such other location as Lender may from time to time designate in writing to
Borrower), the principal sum of [*] dollars (US $[*]) (the " LOAN"), or such
other amount as shall equal the aggregate unpaid principal amount of the Loan
made by Lender to Borrower under that certain Junior Loan Agreement dated as of
June 11, 2002 (as at any time hereafter amended, the "JUNIOR LOAN AGREEMENT"),
by and among Borrower and Lender, in lawful money of the United States of
America and Immediately Available Funds.

         The Borrower shall make scheduled principal payments on the Loan in
monthly installments in the amounts and on the dates identified on Schedule 1
hereto (each such date, a "Payment Date"). On each Payment Date, the Borrower
shall pay interest accrued in respect of the unpaid principal amount of the Loan
from the date the proceeds made thereof are made available to the Borrower until
such date, at the Debt Rate. The expected amounts of such interest for each
Payment Date are stated on Schedule 1 hereto. The Borrower shall pay the unpaid
principal amount of and accrued interest on the Loan on December 31, 2003 (the
"Maturity Date").

         Any payment of interest, principal or any other payment not paid to
Lender when due and payable hereunder shall, from the date when due and payable
until the date when fully paid, bear interest at the Default Rate.

         All payments of principal, interest and other amounts to be made by
Borrower to Lender hereunder shall be made to the account specified and in the
manner provided in the Junior Loan

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* Confidential                                                                1



Agreement. Lender shall apply the payment of principal and other amounts due on
this Promissory Note as follows: FIRST, to the payment of any amount (other than
principal and interest) due to Lender hereunder or under the Borrower Loan
Documents with respect to the Loan; SECOND, to the payment of accrued and unpaid
interest due on this Promissory Note; and THIRD, to the payment of principal
under this Promissory Note.

         This Promissory Note and the Loan may be prepaid in full at any time or
from time to time without penalty, premium or prepayment fee, provided that such
prepayment is of all principal outstanding on the Loan, and all other
liabilities of the Borrower with respect to the Loan then due under the Borrower
Loan Documents. Borrower may be obligated to prepay this Promissory Note as
specified in the Junior Loan Agreement and subject to the requirements thereof.

         Borrower agrees to record separately the name and address and any other
necessary identifying information of Lender in a register maintained as part of
a book-entry system. Borrower and Lender shall treat the party whose name is
recorded in such register as Lender hereunder with all entitlements under this
Promissory Note. Notwithstanding anything to the contrary set forth in this
Promissory Note or the other Borrower Loan Documents, no assignment by Lender of
any rights or obligations under or in respect of the Loan or the Note shall be
effective unless and until Borrower shall have recorded such assignment in the
register maintained pursuant to the preceding paragraph; PROVIDED that if any
such transfer occurs while an Event of Default has occurred and is continuing,
Lender may act as Borrower's agent for effecting registration of such transfer.
Borrower shall record the name of the transferor, the name of the transferee and
the amount of the transfer in the register in the case of a transfer that
complies with the requirements of the Junior Loan Agreement.

         This Promissory Note is a Note referred to in the Junior Loan
Agreement.

         Upon the occurrence of an Event of Default and for so long as such
Event of Default shall continue, the principal hereof and accrued interest
hereon may be declared to be or may automatically become forthwith due and
payable, and Lender shall be entitled to recover, in addition to all other sums
due hereunder, all of the reasonable costs and expenses, including, without
limitation, court costs and attorney fees, incurred by Lender in enforcing its
rights hereunder.

         Borrower waives diligence, demand, presentment, notice of nonpayment
and protest, all in the sole discretion of Lender and without notice and without
affecting in any manner the liability of Borrower.

         Capitalized terms used herein that are not otherwise defined herein
shall have the meanings ascribed to them in the Junior Loan Agreement.

         THIS PROMISSORY NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.

        [REMAINDER OF PAGE INTENTIONALLY BLANK -- SIGNATURE PAGE FOLLOWS]


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     IN WITNESS WHEREOF, Borrower has caused this Promissory Note to be
executed by one of its authorized officers as of the date hereof.


                                         CHAUTAUQUA AIRLINES, INC.



                                         By:
                                             ----------------------------------
                                             Name:
                                             Title:

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                                                                      Schedule 1
                                                              to Promissory Note


                         AMORTIZATION SCHEDULE (N372SK)

                                      [*]











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* Confidential