AMENDMENT No. 14 TO PURCHASE AGREEMENT DCT-054/98
EXHIBIT 10.39(n)
AMENDMENT No. 14 TO PURCHASE AGREEMENT DCT-054/98
This Amendment No. 14 (the "Amendment") dated as of January 24, 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. DCT-054/98 dated December 23, 1998, as amended from time to time (together with its Attachments and Amendments the "EMB-135 Purchase Agreement") for the purchase of up to fifty (50) new EMB-135 aircraft (the "AIRCRAFT").
All terms defined in the EMB-135 Purchase Agreement shall have the same meaning when used herein and in case of any conflict between this Amendment and the Purchase Agreement, this Amendment shall control.
WHEREAS, BUYER desires to acquire nine (9) EMB-145 LR Aircraft (the "145 LR AIRCRAFT") and eleven (11) EMB-145 XR Aircraft (the "145 XR AIRCRAFT") and EMBRAER desires to sell such 145 LR and XR AIRCRAFT;
WHEREAS, simultaneous with the signing and delivery of this Amendment, BUYER and EMBRAER are amending Purchase Agreement GPJ-003/96 to provide for the purchase by BUYER of the 145 LR AIRCRAFT and 145 XR AIRCRAFT;
WHEREAS, in connection with such amendment of Purchase Agreement GPJ-003/96, BUYER and EMBRAER wish to amend the EMB-135 Purchase Agreement to reduce the number of aircraft that will be purchased by BUYER thereunder from 50 AIRCRAFT to 30 AIRCRAFT.
NOW, THEREFORE, for good and valuable consideration which is hereby acknowledged, EMBRAER and BUYER hereby agree as follows:
- The text of Paragraph a. of Article 2 of the EMB - 135 Purchase Agreement is hereby deleted and replaced with the following:
EMBRAER shall supply and BUYER shall purchase and take delivery of thirty (30) newly manufactured AIRCRAFT ("FIRM AIRCRAFT") upon the terms and conditions contained in this Agreement together with the Attachments hereto which shall be deemed to be part of this Agreement.
- The text of Paragraph a. of Article 5 of the EMB - 135 Purchase Agreement is hereby deleted and replaced with the following:
AIRCRAFT: Subject to payment in accordance with Article 4 hereof and compliance with the conditions of this Agreement, the AIRCRAFT shall be made available for delivery by EMBRAER to BUYER in F.A.F. (Fly Away Factory) condition, at São Xxxx dos Xxxxxx, State of São Paulo, Brazil, according to the following schedule:
Aircraft |
Aircraft Contractual Delivery Dates |
Aircraft |
Aircraft Contractual Delivery Dates |
1st |
July 1999 |
16th |
October 2000 |
2nd |
August 1999 |
17th |
November 2000 |
3rd |
September 1999 |
18th |
December 2000 |
4th |
October 1999 |
19th |
January 2001 |
5th |
November 1999 |
20th |
January 2001 |
6th |
December 1999 |
21st |
February 2001 |
7th |
January 2000 |
22nd |
February 2001 |
8th |
February 2000 |
23rd |
March 2001 |
9th |
March 2000 |
24th |
March 2001 |
10th |
April 2000 |
25th |
April 2001 |
11th |
May 2000 |
26th |
April 2001 |
12th |
June 2000 |
27th |
May 2001 |
13th |
July 2000 |
28th |
September 2001 |
14th |
August 2000 |
29th |
October 2001 |
15th |
September 2000 |
30th |
November 2001 |
4. All other terms and conditions of the EMB - 135 Purchase Agreement, which are not specifically amended by this Amendment, shall remain in full force and effect without any change.
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IN WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have entered into and executed this Amendment No. 14 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/ Xxxxxxx Aragenes Forjaz By :/s/Xxxxxxxxx X.Xxxxxx
Name : Xxxxxxx Aragenes Forjaz Name : Xxxxxxxxx X. Xxxxxx
Title : Executive Vice President Title : Vice President and
Planning and Organizational Chief Financial Officer
Development ExpressJet Airlines, Inc.
By : /s/ Xxxxxx Xxxxxx
Name : Xxxxxx Xxxxxx
Title : Director of Contracts
Date : January 24, 2002 Date : January 24, 2002
Place : San Xxxx Dos Xxxxxx, X.X. Place: Houston, Texas
Witness: /s/ Xxxxxxxx Xxxxx Witness: /s/ Xxx X. Xxxxxx
Name : Xxxxxxxx Xxxxx Name: Xxx X. Xxxxxx