AMENDMENT No. 32 TO PURCHASE AGREEMENT No. GPJ-003/96
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”).
All terms defined in the Purchase Agreement shall have the same meaning when used herein, and in case of any
conflict between this Amendment 32 and the Purchase Agreement, this Amendment shall control.
WHEREAS, BUYER and EMBRAER wish to amend the Purchase Agreement to (a) include changes in the
configuration of the AIRCRAFT and (b) reschedule the delivery months for Reconfirmation AIRCRAFT, all as
more fully set forth below;
NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which are
acknowledged by the PARTIES, EMBRAER and BUYER hereby agree to amend the Purchase Agreement as
1. Removal of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
Each EMB 145 XR AIRCRAFT from XR072 and all subsequent EMB 145 XR AIRCRAFT shall have the
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] deleted from its configuration. The [CO