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                                                                Exhibit 10.14(A)

                                                CONFIDENTIAL TREATMENT REQUESTED
                                                            PURSUANT TO RULE 406

                          AMENDMENT NUMBER 1 TO AMENDED

                    AND RESTATED LETTER AGREEMENT GCT-026/98


      This Amendment Number 1 to Amended and Restated Letter Agreement
GCT-026/98, dated as of June 7, 2002 ("Amendment No. 1") 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. 1 is between Embraer and Buyer, collectively
referred to herein as the "Parties".

This Amendment No. 1 sets forth further agreements between Embraer and Buyer
relative to the incorporation of 22 firm aircraft and 30 option aircraft to the
Purchase Agreement with certain specifics and exclusives conditions, as provided
in Amendment No. 1 to the Purchase Agreement, dated as of the date hereof.

This Amendment No. 1 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. 1 and the  Agreement,  the terms of this
Amendment No. 1 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. LETTER AGREEMENT APPLIES TO DELTA AIRCRAFT: The terms of the Letter Agreement
shall apply to the Delta Aircraft except as otherwise provided in this Amendment
No. 1 to the Letter Agreement.

[*]



4. FINANCING: Article 4 of the Letter Agreement shall not apply to the Delta
Aircraft. Embraer shall provide financing assistance for the Delta Aircraft
pursuant to the Finance Term Sheet attached hereto as Schedule "7" to the
Letter Agreement.



9. OTHER AGREEMENTS: Article 10 of the Letter Agreement is hereby deleted and
replaced with the following:

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* Confidential

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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      "Any breach, default or failure to perform by Chautauqua or Buyer under
      any other agreement between one or both of them and Embraer shall be a
      breach of the Purchase Agreement. Any breach, default or failure to
      perform by Buyer under the Purchase Agreement shall be a breach and event
      of default by Buyer and Chautauqua under all other agreements between one
      or both of them and Embraer.


[*]

11. 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.

IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have
entered into and executed this Amendment No. 1 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 Aviation 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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* Confidential


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                                  SCHEDULE "7"

                              FINANCING TERM SHEET


      Pursuant to negotiations between Embraer - Empresa Brasileira de
Aeronautica S.A. ("Embraer"), Republic Airways Holdings, Inc. ("Buyer") and
Delta Air Lines, Inc. ("Delta"), Embraer is pleased to present this Financing
Term Sheet which describes the general terms and conditions of the financing
assistance to be offered [*]. (References to Buyer in this Financing Term Sheet
shall be deemed to include Chautauqua).

      Embraer will use commercially reasonable efforts to obtain [*] financing
for the Delta Aircraft based on the following basic terms and conditions:

AIRCRAFT:               The Delta Aircraft (i.e. 22 Firm Aircraft and 30
                        Option Aircraft).

[*]

CONDITIONS PRECEDENT:   (1) Absence of any material adverse change in the
                        business, operations or financial condition of Buyer
                        as proposed by the Buyer business plan as reflected
                        in its S1 filing. [*]

                        (2) Absence of litigation by or against Buyer, Delta or
                        any Buyer affiliate, which could be reasonably be
                        expected to have a material adverse effect upon the
                        operations of Buyer [*]

                        (3) For the Option Aircraft, absence of any material
                        adverse change in the financial/lease markets [*]

                        (4) [*]

                        (5) No changes or amendments to Section 1110 of the
                        United States Bankruptcy Code as currently legislated
                        and interpreted in a manner that would materially
                        adversely affect the financing parties in a United
                        States aircraft financing, and that has had a materially
                        adverse effect on the aircraft financing market; [*]

                        (6) Buyer shall cooperate with any financing party, or
                        any other participant in the financing structure, and
                        shall provide financial and other information reasonably
                        requested by such participants.

                        (7) There shall not be a monetary default by Buyer with
                        respect to the pertinent financing parties at the time
                        of financing.


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* Confidential

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                        (8) Buyer shall waive trial by jury in respect of any
                        claim based upon or arising out of financings and
                        resulting transactions.

                        (9) All payments to be made by the Buyer in favor of the
                        financing parties shall be free and clear of any taxes,
                        levies, duties or other deductions of whatever nature
                        including standard gross up provisions.

                        (10) [*]
















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* Confidential