ATLANTIC COAST AIRLINES HOLDINGS INC
EXHIBIT 10.23(A) LOAN MODIFICATION AGREEMENT
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<TYPE>EX-10
<SEQUENCE>4
<FILENAME>wach.txt
<DESCRIPTION>EXHIBIT 10.23(A) LOAN MODIFICATION AGREEMENT
<TEXT>

Exhibit 10.23(a)


                   LOAN MODIFICATION AGREEMENT


     This  Loan Modification Agreement (this "Agreement") is made
on December 23, 2002, between Wachovia Bank, National Association
(the "Lender"), Atlantic Coast Airlines, a California corporation
(the  "Borrower") and Atlantic Coast Airlines Holdings,  Inc.,  a
Delaware corporation (the "Guarantor").

                            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
($25,000,000.00).

2.   The terms and conditions of the revolving line of credit
facility are set forth in a Loan and Security Agreement dated as
of September 28, 2001, between the Borrower and the Lender.

3.   The Guarantor guarantees payment of all debt of the Borrower
to the Lender pursuant to an Unconditional Guaranty dated
September 28, 2001.

4.   Pursuant to a letter agreement dated December 6, 2002,
Wachovia agreed to waive its right to declare an Event of Default
under the Loan and Security Agreement by reason of the filing of
a voluntary petition by United Air Lines, Inc. under Chapter 11
of the Bankruptcy Code, subject to certain conditions.

5.   On December 9, 2002, UAL Corporation and related entities,
including United Air Lines, Inc. filed Voluntary Petitions under
Chapter 11 of the Bankruptcy Code in the United States Bankruptcy
Court for the Northern District of Illinois, Eastern Division,
Case no. 02B48191.

6.   The purpose of this Agreement is to implement certain terms
of the December 6, 2002 letter agreement.

     NOW,  THEREFORE, in consideration of the foregoing  premises
and  other good and valuable consideration, the receipt, adequacy
and  sufficiency of which are acknowledged, the parties agree  as
follows:

      1.    Recitals.  The recitals set forth above are true  and
correct  in all material respects and are incorporated into  this
Agreement by reference.

      2.   Amendment to Note.  The first paragraph of the Note is
amended to change the principal sum from "Twenty-five Million and
No/100  Dollars  ($25,000,000.00)"  to  "Seventeen  Million  Five
Hundred Thousand and No/100 DOLLARS ($17,500,000.00)".

      3.    Amendments to Loan and Security Agreement.  The  Loan
and Security Agreement is amended as follows:

     A.   Facility Amount.  The definition of "Facility Amount" in
Section 1.01 is deleted and replaced with the following:

               "Facility Amount" means at any  date  of
          the  determination thereof, the  sum  of  (i)
          Seventeen   Million  Five  Hundred   Thousand
          Dollars   ($17,500,000.00),  less  (ii)   the
          Letter of Credit Amount at such date.

     B.   Revolving Credit Commitment.  The definition of "Revolving
Credit  Commitment"  in  Section 1.01 of the  Loan  and  Security
Agreement is deleted and replaced with the following:

               "Revolving   Credit  Commitment"   means
          Seventeen   Million  Five  Hundred   Thousand
          Dollars ($17,500,000.00), as such amount  may
          be  reduced  from  time to time  pursuant  to
          Sections 2.09, 2.10 and 2.11.

     C.    Unused Revolving Credit Commitment.  The definition of
"Unused Revolving Credit Commitment" in Section 1.01 of the  Loan
and   Security  Agreement  is  deleted  and  replaced  with   the
following:

               "Unused   Revolving  Credit  Commitment"
          means,  at  any  date,  an  amount  equal  to
          Seventeen   Million  Five  Hundred   Thousand
          Dollars  ($17,500,000.00)  less  the  average
          outstanding   principal   balance   of    the
          Revolving   Credit  Loan  and  the  aggregate
          outstanding  amount of the Letter  of  Credit
          Obligations for the prior calendar quarter.

     D.   Information.  The following is added to Section 6.01 of the
Loan and Security Agreement:

               (h)   Promptly upon receipt,  copies  of
          any  notices of default or event of  default,
          or  any demand notices, from any creditor  of
          the Borrower or the Guarantor with a claim in
          excess of One Million Dollars ($1,000,000.00)
          or any lessor under a lease with the Borrower
          or  the  Guarantor with a value in excess  of
          One Million Dollars ($1,000,000.00);

and  existing Section 6.01(h) is re-lettered to Section  6.01(i),
and existing Section 6.01(i) is re-lettered to Section 6.01(j).

     E.   Notices of Certain Events.  Section 6.08(v) of the Loan and
Security  Agreement is deleted in its entirety and replaced  with
the following:

          (v)   promptly after a Loan Party's  learning
          thereof, of any default by a Loan Party under
          any    note,   indenture,   loan   agreement,
          mortgage, lease or similar agreement relating
          to   any  Indebtedness  of  such  Loan  Party
          exceeding      One      Million       Dollars
          ($1,000,000.00).

     F.   Minimum Liquidity.  Section 7.12 of the Loan and Security
Agreement is deleted and replaced with the following:

               The  Loan Parties shall not permit their
          combined minimum Liquidity at any time to  be
          less     than    Sixty    Million     Dollars
          ($60,000,000.00).

     G.   Event of Default.  Section 8.01(e) of the Loan and Security
Agreement is deleted and replaced with the following:

               (e)   the occurrence of a default or  an
          event  of  default  with respect  to  a  debt
          obligation  of the Borrower or the  Guarantor
          in    excess    of   One   Million    Dollars
          ($1,000,000.00) or under any lease where  the
          Borrower or the Guarantor is the lessee which
          has  a value in excess of One Million Dollars
          ($1,000,000.00); or

     H.    Events of Default.  The word "or" is added to  Section
8.01(m)  of  the Loan and Security Agreement and a new  Event  of
Default is added as follows:

               (n)   If  the Borrower and United  enter
          into a modification/amendment of the Restated
          United Express Agreement dated as of November
          22,  2000,  as amended effective February  2,
          2001,  which  becomes effective  between  the
          parties,   by  reason  of  bankruptcy   court
          approval  or  otherwise,  and  which  is  not
          acceptable  to  the Lender in  its  sole  and
          absolute discretion;

      4.    Ratification of Obligations.  Except as  specifically
modified  by  this Agreement, the Note and the Loan and  Security
Agreement  remain unmodified and in full force and effect.   Each
of  the  Borrower and the Guarantor hereby ratifies and  confirms
all  of  its respective obligations, liabilities and indebtedness
under  the  Note and the Loan and Security Agreement, as  amended
pursuant  to this Agreement.  Nothing contained in this Agreement
shall  be  construed to extinguish, release, discharge, effect  a
novation   of,   or  otherwise  impair  any  of  the   respective
obligations, indebtedness, and liabilities of the Borrower  under
the Note and the Loan and Security Agreement, or any of the liens
and security interests created thereby.

     5.   Reaffirmation of Representations and Warranties.  As an
inducement  to  the  Lender  to enter into  this  Agreement,  the
Borrower  represents and warrants to the Lender that all  of  the
representations and warranties set forth in the Loan and Security
Agreement are true and correct on the date hereof as if  made  on
the  date hereof.  As a further inducement to the Lender to enter
into this Agreement, the Guarantor represents and warrants to the
Lender  that all of the representations and warranties set  forth
in  the  Guaranty are true and correct on the date hereof  as  if
made on the date hereof.

       6.     Additional  Representations  and  Warranties.   The
Borrower  and  the Guarantor jointly and severally represent  and
warrant to the Lender that:

A.    The  Borrower is a corporation duly organized, validly
existing  and  in good standing under the laws of  the  State  of
California.   The  Guarantor  is a  corporation  duly  organized,
validly existing and in good standing under the laws of the State
of Delaware.

B.   The execution and delivery by the Borrower and the Guarantor
of this Agreement have been duly authorized and approved by all
necessary corporate action by the Borrower and the Guarantor and
their directors and officers.

C.   The execution and delivery by each of the Borrower and the
Guarantor of this Agreement, and the performance by each of them
of their respective obligations hereunder, do not and will not
(i) conflict with, (ii) result in any violation of or default
(with or without notice or the lapse of time or both) under,
(iii) give rise to a right of termination, cancellation, or
acceleration under, (iv) result in the creation or imposition of
any lien, security interest or other encumbrance under, or (v)
result in the loss of a material benefit under or with respect to
(a) any provision of its organizational documents, (b) any
provision of applicable law, (c) any order of any court or other
agency of government, or (d) any provision of any indenture,
agreement or other instrument to which the Borrower or the
Guarantor is a party or by which any of its properties or assets
is bound.

D.   This Agreement has been duly executed and delivered by each
of the Borrower and the Guarantor and constitutes the legal,
valid and binding obligation of the Borrower or the Guarantor, as
applicable, enforceable in accordance with its terms.

E.   Neither the Borrower nor the Guarantor is required to give
any notice to, or make any filing with, or obtain any
authorization, consent, permit, certificate or approval of any
government, governmental agency, or third party in order to
consummate the transactions contemplated by this Agreement.

F.   Except as described in a letter to the Lender dated December
20, 2002, there is no (a) uninsured action, suit, claim,
proceeding or investigation pending or threatened against or
affecting the Borrower or the Guarantor, which involves claims or
amounts in excess of $500,000, at law or in equity, or before or
by any federal, state, municipal or other governmental
department, commission, board, bureau, agency or instrumentality,
domestic or foreign, (b) arbitration proceeding relating to the
Borrower or the Guarantor pending under collective bargaining
agreements or otherwise, or (c) governmental inquiry pending or
threatened against or affecting the Borrower or the Guarantor.

G.   To the best of their knowledge, neither the Borrower nor the
Guarantor is in default in the performance, observance, or
fulfillment of any of the obligations, covenants or conditions
contained in any material agreement to which the Borrower or the
Guarantor is bound.

H.   No event or condition currently exists which constitutes
(or, with the giving of notice, the passage of time, or both,
would constitute) a default under the Loan and Security
Agreement.

     7.    Conditions  Precedent.  This  Agreement  shall  become
effective  only  upon the satisfaction of each of  the  following
conditions:

A.   Each of the representations and warranties set forth in
Section  5  and  Section 6 of this Agreement shall  be  true  and
correct on the date hereof;

B.   This Agreement shall have been executed by the Borrower and
the Guarantor and delivered to the Lender;

C.   The Borrower shall have delivered to the Lender such
documents, agreements, instruments, certificates, opinions and
assurances as the Lender may reasonably require;

D.   The Borrower shall have paid the costs, expenses, and fees
described in Section 10 below; and

E.   All actions taken in connection with the execution of this
Agreement and all documents and papers relating thereto shall be
satisfactory to the Lender and its counsel.

     8.    Further  Assurances.  The Borrower and  the  Guarantor
will  promptly  execute and deliver to the  Lender  such  further
documents,  agreements, instruments, certificates, and assurances
and  take such further action as the Lender from time to time may
reasonably  request in order to carry out the intent and  purpose
of  this  Agreement and to establish and protect the  rights  and
remedies created or intended to be created in favor of the Lender
under  this  Agreement  and the Loan and Security  Agreement,  as
amended pursuant to this Agreement.

     9.   Counterparts.  This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original  but
all   of  which  together  shall  constitute  one  and  the  same
instrument.

     10.   Expenses.   The  Borrower shall pay  upon  demand  all
costs,   expenses,  and  fees  (including,  without   limitation,
attorneys'  fees) incurred by the Lender in connection  with  the
preparation  and execution of this Agreement and the consummation
of the transactions contemplated hereby.

     11.   Binding  Effect; Assignment.  This Agreement  will  be
binding  upon and inure to the benefit of the parties hereto  and
their respective heirs, personal representatives, successors  and
assigns.

     12.   Severability.  If any provision (or any  part  of  any
provision)  contained in this Agreement shall for any  reason  be
held  to  be  invalid, illegal, or unenforceable in any  respect,
such invalidity, illegality, or unenforceability shall not affect
any other provision (or remaining part of the affected provision)
of  this Agreement, and this Agreement shall be construed  as  if
such  invalid,  illegal,  or  unenforceable  provision  (or  part
thereof) had never been contained herein, but only to the  extent
such  provision  (or  part  thereof)  is  invalid,  illegal,   or
unenforceable.

     13.   Governing Law. This Agreement shall be governed by and
construed   in  accordance  with  the  internal   laws   of   the
Commonwealth of Virginia, without giving effect to its  conflicts
of laws provisions.

     14.    Survival.    The  representations,  warranties,   and
covenants contained in this Agreement shall survive the execution
and delivery hereof.

     15.   Entire  Agreement; Amendment; Waiver.  This  Agreement
contains the entire understanding and agreement among the parties
hereto  with respect to the subject matter hereof and  supersedes
all  prior  discussions, understandings, and agreements  (whether
oral or written) between them with respect thereto.  No amendment
to,  or  modification  or waiver of, any of  the  terms  of  this
Agreement  shall  be valid unless in writing and  signed  by  the
party against whom enforcement of such amendment, modification or
waiver is sought.

     16.   Waiver  of  Jury  Trial.  EACH OF THE  PARTIES  HERETO
WAIVES  ALL  RIGHTS TO TRIAL BY JURY OF ANY CLAIMS  OF  ANY  KIND
ARISING  OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.  THE PARTIES HERETO ACKNOWLEDGE THAT THIS IS
A  WAIVER OF A LEGAL RIGHT AND REPRESENT TO EACH OTHER THAT THESE
WAIVERS  ARE  MADE  KNOWINGLY AND VOLUNTARILY AFTER  CONSULTATION
WITH  COUNSEL OF THEIR CHOICE.  EACH OF THE PARTIES HERETO AGREES
THAT  ALL  SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF  A  COURT
HAVING JURISDICTION WITHOUT A JURY.

     17.   Release of Claims.  As an inducement to the Lender  to
enter  into  this  Agreement,  each  of  the  Borrower  and   the
Guarantor, on its own behalf and on behalf of any and all of  its
present   and  former  directors,  officers,  employees,  agents,
stockholders,  representatives, attorneys,  receivers,  trustees,
parents,  subsidiaries, affiliates, predecessors, heirs, personal
representatives,  successors,  and  assigns  (each  a  "Releasing
Obligor  Party";  collectively, the "Releasing Obligor  Parties")
hereby  fully  and  finally  releases, acquits,  exonerates,  and
forever  discharges  the  Lender  and  its  present  and   former
participants,    directors,    officers,    employees,    agents,
stockholders,  representatives, attorneys,  receivers,  trustees,
personal   representatives,  parents,  subsidiaries,  affiliates,
predecessors,  successors, and assigns (each a  "Released  Lender
Party"; collectively, the "Released Lender Parties") from any and
all  claims, demands, suits, obligations, costs, damages, losses,
contracts,   controversies,   agreements,   judgments,    rights,
liabilities,  debts, actions, and causes of  action  of  whatever
kind or nature, whether known or unknown, foreseen or unforeseen,
suspected  or  unsuspected, at law or in  equity,  liquidated  or
contingent,  in  contract or in tort, that the  Borrower  or  the
Guarantor  have  or may have against the Released Lender  Parties
(or any of them), from the beginning of time through the date  of
this Agreement.


     IN WITNESS WHEREOF, the parties hereto have executed this
Agreement under seal as of the date first above written.

Witness:                      Wachovia Bank, National Association


                              By:  /s
                              J. Kent Thompson, Senior Vice
                              President

                              Atlantic Coast Airlines


                              By:  /s
                              Richard Surratt, Executive
                              Vice President and Chief Financial
                              Officer


                              Atlantic Coast Airlines Holdings,
                              Inc.


                              By:  /s
                              Richard Surratt, Executive
                              Vice President and Chief Financial
                              Officer


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