Amendment No. 27 to Purchase Agreement GPJ-003/96 between Embraer and ExpressJet Airlines, Inc.

Summary

This amendment updates the purchase agreement between Embraer and ExpressJet Airlines, Inc. for up to 245 new EMB-145 aircraft. It details changes to the aircraft configuration, delivery specifications, and technical publication quantities, as well as adjustments to the basic price of the aircraft. All other terms of the original agreement remain unchanged. The amendment is effective as of December 28, 2002, and is signed by authorized representatives of both companies.

EX-10.24 6 h02984exv10w24.txt AMEND. NO. 27 TO PURCHASE AGREEMENT NO. JPJ-003/96 EXHIBIT 10.24 AMENDMENT NO. 27 TO PURCHASE AGREEMENT GPJ-003/96 This Amendment No. 27 ("Amendment 27") dated as of December 28, 2002 is between EMBRAER - Empresa Brasileira de Aeronautica S.A. ("EMBRAER") and ExpressJet Airlines, Inc., formerly known as Continental Express, Inc. ("BUYER"), collectively hereinafter referred to as the "PARTIES", and relates to Purchase Agreement No. GPJ-003/96 between EMBRAER and BUYER, as amended from time to time, together with its Attachments, (collectively referred to as the "BASE Agreement") and Letter Agreements GPJ-004/96 dated August 5, 1996 and PCJ-004A/96 dated August 31, 1996 between EMBRAER and BUYER as amended from time to time (together with the BASE Agreement, collectively referred to herein as the "Purchase Agreement") for the purchase of up to two hundred and forty five (245) new EMB-145 aircraft. This Amendment 27 sets forth the further agreement between EMBRAER and BUYER relative to, among other things, certain changes requested by BUYER in the Aircraft configuration described in Attachment "A" of the Purchase Agreement and the incorporation of agreed [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], pursuant to Article 11 of the Purchase Agreement. All terms defined in the Purchase Agreement shall have the same meaning when used herein and in case of any conflict between this Amendment 27 and the Purchase Agreement, this Amendment 27 shall control. NOW, THEREFORE, for good and valuable consideration, which is hereby acknowledged, EMBRAER and BUYER hereby agree as follows: 1. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 1.1[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Each of the newly manufactured EMB 145 XR AIRCRAFT from the sixteenth (16th) through the one hundred and fourth (104th) shall be delivered with a [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH Amendment No. 27 to Purchase Agreement GPJ-003/96 Page 1 or 4 AMENDMENT NO. 27 TO PURCHASE AGREEMENT GPJ-003/96 THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 1.2 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Each of the newly manufactured EMB 145 XR AIRCRAFT from the twenty eighth (28th) through the one hundred and fourth (104th) shall be delivered with [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 2. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Each of the newly manufactured EMB 145 XR AIRCRAFT from the twenty fourth (24th) through the one hundred and fourth (104th) shall be delivered with [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 3. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Each of the newly manufactured EMB 145 XR AIRCRAFT from the thirtieth (30th) through the one hundred and fourth (104th) shall be delivered with an [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 4. PUBLICATIONS The quantity of each technical publication to be provided by EMBRAER to BUYER for the EMB-145 XR AIRCRAFT described in Article 3 of Attachment "B" of the Purchase Agreement shall be changed from [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. Amendment No. 27 to Purchase Agreement GPJ-003/96 Page 2 or 4 5. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 6. AIRCRAFT BASIC PRICE As a result of these changes in the AIRCRAFT configuration and in the AIRCRAFT BASIC PRICES specified in this Amendment 27, the AIRCRAFT BASIC PRICE will be: AIRCRAFT BASIC PRICE (JAN/1996 US DOLLARS) [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. All other terms and conditions of the EMB-145 Purchase Agreement, which are not specifically amended by this Amendment 27, shall remain in full force and effect without any change. [Intentionally left blank] Amendment No. 27 to Purchase Agreement GPJ-003/96 Page 3 or 4 IN WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have entered into and executed this Amendment 27 to the Purchase Agreement to be effective as of the date first written above. EMBRAER - Empresa Brasileira EXPRESSJET AIRLINES, INC. de Aeronautica S.A. By : /S/ Frederico Fleury Curado By : /S/ Frederick S. Cromer Name : Frederico Fleury Curado Name : Frederick S. Cromer Title : Executive Vice President Title : Vice President and Airline Market Chief Financial Officer By : /S/ Flavio Rimoli Name : Flavio Rimoli Title : Director of Contracts Date : 28 December, 2002 Date : 27 December, 2002 Place : Sao Jose Dos Campos, SP Place : Houston, Texas Witness: /S/ Erika L. Natali Witness: /S/ Pam Baley Name : Erika L. Natali Name : Pam Baley Amendment No. 27 to Purchase Agreement GPJ-003/96 Page 4 or 4