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                                                                EXHIBIT 10.13(b)

                                                          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.

                                  CONFIDENTIAL


                          AMENDMENT NUMBER 2 TO AMENDED
                    AND RESTATED LETTER AGREEMENT GCT-026/98

This Amendment Number 2 to Amended and Restated Letter Agreement GCT-026/98,
dated as of July 25, 2002 ("Amendment No.2") relates to the Amended and Restated
Letter Agreement GCT-026/98 (the "Letter Agreement") between Embraer - Empresa
Brasileira de Aeronautica S.A. ("Embraer") and Republic Airways Holdings, Inc.
("Buyer") dated April 19, 2002, which concerns the Amended and Restated Purchase
Agreement GCT-025/98 (the "Purchase Agreement"), as amended from time to time
(collectively referred to herein as the "Agreement"). This Amendment No.2 is
between Embraer and Buyer, collectively referred to herein as the "Parties".

This Amendment No. 2 sets forth further agreements between Embraer and Buyer
relative to change in the configuration of the EMB-140 Aircraft described in
Schedule "6" and change in EMB-140 Aircraft Basic Price.

This Amendment No. 2 constitutes an amendment and modification of the Letter
Agreement. All terms defined in the Agreement and not defined herein shall have
the meaning given in the Agreement when used herein, and in case of any conflict
between this Amendment No. 2 and the Agreement, the terms of this Amendment
No. 2 shall control.

WHEREAS, in connection with the Parties' agreements as described above, the
Parties have agreed to modify the Letter Agreement as provided below;

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby
acknowledged, Embraer and Buyer do hereby agree as follows:

1.  EMB-140 AIRCRAFT CONFIGURATION CHANGES

    The following configuration changes are applicable for the EMB-140 Aircraft
    and shall be applicable to Schedule "6" to the Letter Agreement.


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    1.1 NEW WINDSHIELD TEMPERATURE CONTROLLER AND PPG WINDSHIELD

    Each of the newly manufactured EMB-140 Aircraft shall be configured with the
    new windshield temperature controller and PPG windshield instead of the [*].
    As a result of this modification, the EMB-140 Aircraft manufacturer empty
    weight (MEW) shall be [*], which shall be considered in all performance and
    weight guarantees contemplated in the Purchase Agreement, and [*] the
    EMB-140 Aircraft Basic Price.

    1.2 FDR 88 PARAMETERS

            Each of the newly manufactured EMB-140 Aircraft shall be configured
    with the FDR capable of recording 88 parameters [*]
             [*]
             [*]
             [*]
             [*]
             [*]
             [*]
             [*]
             [*]
             [*]
             [*]
             [*]
             [*]

    As a result of this modification, the EMB-140 Aircraft manufacturer empty
    weight (MEW) shall be [*], which shall be considered in all performance
    and weight guarantee contemplated in the Purchase Agreement. The EMB-140
    Aircraft Basic price shall be [*].

2.  EMB-140 AIRCRAFT BASIC PRICE:

    Article 8.B.1 of the Letter Agreement shall be deleted and replaced with the
    following:

    B.1.  The unit Basic Price of the EMB-140 Aircraft shall be [*] in the
          configuration, specification and installations specified in Schedule
          "6", provided that there will be no [*] as described in Section 4.c of
          this Agreement and any other [*] agreed to in writing between Embraer
          and Buyer. In the event Buyer enters into a [*] for any EMB-140
          Aircraft, the EMB-140 Aircraft Basic Price shall be [*].

3.  MISCELLANEOUS:  All other provisions of the Agreement, which have not been
specifically amended or modified by this Amendment No.2, shall remain valid in
full force and effect without any change.

                          [Intentionally left in blank]



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Amendment No. 2 to Amended and Restated Purchase Agreement GCT-025/98

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*Confidential


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IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have
entered into and executed this Amendment No.2 to be effective as of the date
first written above.


EMBRAER - Empresa Brasileira de           Republic Airways Holdings, Inc.
Aeronautica S.A.

By      /s/ Frederico Fleury Curado       By     /s/ Bryan Bedford
Name:   Frederico Fleury Curado           Name:  Bryan Bedford
Title:  Executive Vice President -        Title: President
Airline Market

By      /s/ Flavio Rimoli                 Date:  October 4, 2002
Name:   Flavio Rimoli                     Place: Indianapolis, USA
Title:  Director of Contracts

Date:
Place:


Witness: /s/ Fernando Bueno               Witness: /s/ Robert H. Cooper

Name: Fernando Bueno                      Name: Robert H. Cooper




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