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                                                                Exhibit 10.13(B)

                                  CONFIDENTIAL


                        AMENDMENT NUMBER 1 TO AMENDED AND
                     RESTATED PURCHASE AGREEMENT GCT-025/98


This Amendment Number 1 to Amended and Restated Purchase Agreement GCT-025/98,
dated as of June 7, 2002 ("Amendment No. 1") relates to the Amended and Restated
Purchase Agreement GCT-025/98 (the "Purchase Agreement") between Embraer -
Empresa Brasileira de Aeronautica S.A. ("Embraer") and Republic Airways
Holdings, Inc. ("Buyer") dated April 19, 2002 as amended from time to time
(collectively referred to herein as "Agreement"). This Amendment No. 1 is
between Embraer and Buyer, collectively referred to herein as the "Parties".

This Amendment No. 1 sets forth additional agreements between Embraer and Buyer
relative to the incorporation of 22 firm aircraft and 30 option aircraft to the
Agreement with certain specific and exclusive conditions for aircraft to be
operated by Buyer's designee Chautauqua Airlines, Inc., for Delta Air Lines,
Inc. These aircraft are in addition to the already existing 37 option aircraft.

Except as otherwise provided for herein all terms of the Purchase Agreement
shall remain in full force and effect. All capitalized terms used in this
Amendment No. 1, which are not defined herein shall have the meaning given in
the Purchase Agreement. In the event of any conflict between this Amendment No.
1 and the Purchase Agreement the terms, conditions and provisions of this
Amendment No. 1 shall control.

WHEREAS, the [*].

WHEREAS, in connection with the Parties' agreements with respect to additional
aircraft and other terms and conditions, the Parties have now agreed to amend
the Purchase Agreement as provided for below.

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


1. DEFINITION: Article 1.b shall be deleted and replaced with the following:

      b.1. EMB-145 Aircraft - shall mean the EMB-145 LR aircraft or, where there
      is more than one of such aircraft, each of such Aircraft (including Firm
      Aircraft and Option Aircraft, as the context requires), manufactured by
      Embraer, for sale to Buyer pursuant to this Agreement, [*], and as may be
      amended from time to time by Buyer at its expense as specified in Article
      11. The Aircraft are composed entirely of vendor parts and parts
      manufactured by Embraer and Embraer subcontractors, and the parts
      manufactured by Embraer and Embraer subcontractors shall have Embraer part
      numbers.


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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.
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                                  CONFIDENTIAL


      b.2. EMB-135 Aircraft - shall mean the EMB-135 LR aircraft or, where there
      is more than one of such aircraft, each of such Aircraft (including Firm
      Aircraft and Option Aircraft, as the context requires), manufactured by
      Embraer, for sale to Buyer pursuant to this Agreement, [*]. The Aircraft
      are composed entirely of vendor parts and parts manufactured by Embraer
      and Embraer subcontractors, and the parts manufactured by Embraer and
      Embraer subcontractors shall have Embraer part numbers.

      b.3. Delta Aircraft - shall mean the Firm and Option EMB-145 Delta
      Aircraft and EMB-135 Delta Aircraft, as each term is defined in Article
      2.a.

2.    SUBJECT: Article 2.a shall be deleted and replaced with the following:

      a.    Upon the terms and conditions contained in this Agreement, Embraer
            shall sell and Buyer shall purchase and take delivery of:

            o     Fifteen (15) EMB-135 firm Aircraft ("Firm EMB-135 Delta
                  Aircraft") and seven (7) EMB-145 firm Aircraft ("Firm EMB-145
                  Delta Aircraft"), as indicated on the table provided below in
                  Section 4; and

            o     if Buyer so elects, up to thirty (30) EMB-145 option Delta
                  Aircraft ("Option Delta Aircraft") and thirty seven (37) other
                  option EMB-145 Aircraft ("Other Option EMB-145 Aircraft"), as
                  indicated in the table provided below in Section 5.

3.    PRICE:

         [*].


4.    DELIVERY SCHEDULE: The following delivery schedule shall be inserted just
      after Article 5.a. The wording in the last two lines of Article 5.a
      ("...according to the schedule set forth in Article 24 and subject to the
      terms of that article".) shall be deleted.


           [*]

5.    OPTION AIRCRAFT:

5.1   The Option Aircraft delivery schedule of Article 24 shall be deleted and
replaced with the following:

         [*]

5.2   Items e. and f. of Article 24 shall be deleted and replaced with the
      following:

         [*].

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                                  CONFIDENTIAL


6.    SERVICES: Article 13.e.2 and 3 of the Purchase Agreement are hereby
      deleted and replaced with the following:



            "2. [*] Maintenance Familiarization Course for up to [*]. This
            course shall consist of classroom familiarization with Aircraft
            systems and structures and shall be in accordance with ATA
            specification 104, level III." [*].

            3. [*] Flight Attendant Familiarization Course for up to [*]. This
            course shall consist of classroom familiarization, including a
            general description of Aircraft and systems to be used by flight
            attendants [*]

7.    [*]

8.    MISCELLANEOUS: All other provisions of the Agreement which have not been
      specifically amended or modified by this Amendment No. 1 shall remain
      valid in full force and effect without any change.


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                                  CONFIDENTIAL


IN WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have
entered into and executed this Amendment No. 1 to Amended and Restated Purchase
Agreement 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/ Robert H. Cooper
      ----------------------------                     ------------------------
Name: Frederico Fleury Curado                    Name: Robert H. Cooper
Title: EVP Airline Market                        Title: EVP and CFO


By    /s/ Flavio Rimoli                          Date:  June 14, 2002
      ----------------------------               Place: Indianapolis, IN
Name: Flavio Rimoli
Title: Director of Contracts


Date:  June 7, 2002
Place: SJ Campos, Brazil



Witness: /s/ Fernando Bueno                 Witness: /s/ Beth A. Taylor
         -------------------------                   --------------------------
Name: Fernando Bueno                        Name: Beth A. Taylor
      ----------------------------                -----------------------------




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                                ATTACHMENT "D-1"
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         [*]



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                                ATTACHMENT "A-3"
                   EMB-145 AIRCRAFT UNDER DELTA CONFIGURATION
--------------------------------------------------------------------------------

        AIRCRAFT SPECIFIC CONFIGURATION, FINISHING AND REGISTRATION MARKS

1.  STANDARD AIRCRAFT

     The Aircraft shall be manufactured according to the standard configuration
     specified in the Technical Description TD-145/010, dated January 1998
     (Appendix I) (the "Technical Description") and the optional equipment
     described in item 2 below.

2.  OPTIONAL EQUIPMENT

         [*]

3.       FINISHING

         a.       EXTERIOR FINISHING:

                  The Aircraft shall be painted according to the Delta color and
                  paint scheme, which has been supplied to Embraer by Buyer.

         b.       INTERIOR FINISHING:

                  Buyer has informed Embraer of its choice of materials and
                  colors of all and any item of interior finishing such as seat
                  covers, carpet, floor lining on galley areas, side walls and
                  overhead lining, galley lining and curtain. In case Buyer
                  elects to use different materials and or patterns, such
                  schedule shall be agreed between the Parties at the time of
                  signature of this Purchase Agreement.

4.       REGISTRATION MARKS

         The Aircraft shall be delivered to Buyer with the registration marks
         painted on them, which shall be supplied to Embraer by Buyer no later
         than ninety (90) days before each relevant Aircraft Contractual
         Delivery Date.

     IF THERE IS ANY CONFLICT BETWEEN THE TERMS OF THIS ATTACHMENT "A-3" AND THE
     TERMS OF THE TECHNICAL DESCRIPTION, THE TERMS OF THIS ATTACHMENT "A-3"
     SHALL PREVAIL.




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                                ATTACHMENT "A-4"
                   EMB-135 AIRCRAFT UNDER DELTA CONFIGURATION
--------------------------------------------------------------------------------

        AIRCRAFT SPECIFIC CONFIGURATION, FINISHING AND REGISTRATION MARKS

1.  STANDARD AIRCRAFT

     The Aircraft shall be manufactured according to the standard configuration
     specified in the Technical Description number TD-135/005, dated June 2001
     (Appendix I) (the "Technical Description") and the optional equipment
     described in item 2 below.

2.  OPTIONAL EQUIPMENT

         [*]

3.       FINISHING

         a.       EXTERIOR FINISHING:

                  The Aircraft shall be painted according to the Delta color and
                  paint scheme, which has been supplied to Embraer by Buyer.

         b.       INTERIOR FINISHING:

                  Buyer has informed Embraer of its choice of materials and
                  colors of all and any item of interior finishing such as seat
                  covers, carpet, floor lining on galley areas, side walls and
                  overhead lining, galley lining and curtain. In case Buyer
                  elects to use different materials and or patterns, such
                  schedule shall be agreed between the Parties at the time of
                  signature of this Purchase Agreement.

4.       REGISTRATION MARKS

         The Aircraft shall be delivered to Buyer with the registration marks
         painted on them, which shall be supplied to Embraer by Buyer no later
         than ninety (90) days before each relevant Aircraft Contractual
         Delivery Date.

     IF THERE IS ANY CONFLICT BETWEEN THE TERMS OF THIS ATTACHMENT "A-4" AND THE
     TERMS OF THE TECHNICAL DESCRIPTION, THE TERMS OF THIS ATTACHMENT "A-4"
     SHALL PREVAIL.

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