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/ Xxxxxxxxx Xxxxxx Curado By : /S/ Xxxxxxxxx X. Xxxxxx
Name : Xxxxxxxxx Xxxxxx Curado Name : Xxxxxxxxx X. Xxxxxx
Title : Executive Vice President Title : Vice President and
Airline Market Chief Financial Officer
By : /S/ Xxxxxx Xxxxxx
Name : Xxxxxx Xxxxxx
Title : Director of Contracts
Date : 28 December, 2002 Date : 27 December, 2002
Place : Sao Xxxx Dos Xxxxxx, XX Place : Houston, Texas
Witness: /S/ Xxxxx X. Xxxxxx Witness: /S/ Xxx Xxxxx
Name : Xxxxx X. Xxxxxx Name : Xxx Xxxxx
Amendment No. 27 to Purchase Agreement GPJ-003/96 Page 4 or 4
