0001144331-05-000078 Sample Contracts

AMENDMENT No. 32 TO PURCHASE AGREEMENT No. GPJ-003/96
Purchase Agreement • July 26th, 2005 • Expressjet Holdings Inc • Air transportation, scheduled

This Amendment No. 32 (“Amendment 32”) dated as of May 31, 2005 is between EMBRAER - Empresa Brasileira de Aeronáutica S.A. (“EMBRAER”) and ExpressJet Airlines, Inc., formerly known as New ExpressJet Airlines, Inc. (as assignee from 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, 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” or the "Agreement") for the purchase of up to two hundred and forty five (245) new EMB-145 aircraft (the “AIRCRAFT”).

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Third Amendment to Employee Benefits Separation Agreement
Benefits Separation Agreement • July 26th, 2005 • Expressjet Holdings Inc • Air transportation, scheduled

This Third Amendment to Employee Benefits Separation Agreement (this “Amendment”), dated June 24, 2005 but effective as of December 30, 2004, is by and among Continental Airlines, Inc., a Delaware corporation (“Continental”), ExpressJet Holdings, Inc., a Delaware corporation (“ExpressJet Holdings”), XJT Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of ExpressJet Holdings (“XJT Holdings”), and ExpressJet Airlines, Inc., a Delaware corporation and a wholly owned subsidiary of XJT Holdings (“ExpressJet Airlines”).

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