ExpressJet Holdings, Inc.




	
Exhibit 10.1










AMENDMENT No. 34 TO PURCHASE AGREEMENT No. GPJ-003/96





This Amendment No. 34 (“Amendment 34”) dated as of February 1, 2006 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 34 and the Purchase Agreement, this Amendment shall control.





WHEREAS, BUYER and EMBRAER wish to amend the Purchase Agreement to  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 follows:


Amendment to Reconfirmation AIRCRAFT Delivery Schedule


The text of paragraph a.8 of Article 5 of the Purchase Agreement is hereby deleted and replaced with the following:





a.8.      RECONFIRMATION AIRCRAFT Deliveries


BUYER has the option to purchase up to one hundred (100) additional XR AIRCRAFT (the "Reconfirmation AIRCRAFT") in accordance
with the terms of this Agreement. Such Reconfirmation AIRCRAFT shall be exercised by BUYER [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] each (the
“Reconfirmation Groups”) as provided for in the table below (“Reconfirmation Delivery Schedule”). Each
option for such Reconfirmation Group shall be exercised no later than [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] prior to [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].  The Reconfirmation AIRCRAFT shall be delivered in accordance with the following schedule, provided that all
terms and conditions of this Article 5a.8 have been satisfied:





Amendment 34 to Purchase Agreement No.
GPJ-003/96                                                    
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Reconfirmation

 Group

	
XR

 Aircraft

	
Delivery

 Month

	
Reconfirmation

 Group

	
XR

 Aircraft

	
Delivery

 Month


	
  

					
	
  

					
	



[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]


  










If BUYER exercises its option to purchase the Reconfirmation AIRCRAFT as described above, a [CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] deposit of
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] is due and payable for each Reconfirmation Aircraft in such Reconfirmation Group [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]. EMBRAER will give the BUYER notice of the Contractual Delivery Date of each Reconfirmation Aircraft for which the
Buyer has exercised its option in accordance with the terms of this Article at least [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] prior to the first
business day of the relevant above referred to delivery month. Upon BUYER’s exercise of its option with respect to the
Reconfirmation AIRCRAFT, each Reconfirmation AIRCRAFT so reconfirmed shall be considered an XR AIRCRAFT for all purposes under the
Agreement."





Amendment 34 to Purchase Agreement No.
GPJ-003/96                                                    
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All other terms and conditions of the Purchase Agreement, which are not specifically amended by this Amendment 34, shall remain
in full force and effect without any change.





IN WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have entered into and executed this Amendment No. 34
to the Purchase Agreement to be effective as of the date first written above.



	
  EMBRAER - Empresa Brasileira de

   Aeronáutica S.A.

	
     

	
EXPRESSJET AIRILNES, INC.


	
  

		
	
 

		
	
By:  /s/Satoshi Yokota            

		
By:  /s/Frederick S.
Cromer               


	
Name:       Satoshi Yakota

 Title:          Executive Vice President

                   Engineering and
Development

		
Name:       Frederick S. Cromer

 Title:          Vice President and

                   Chief Financial
Officer

                   ExpressJet Airilnes,
Inc.


	
  

		
	
By:  /s/Jose Luis D.
Molina                

		
	
Name:       Jose Luis D. Molina

 Title:          Director of Contracts

                   Airline Market

		
	
  

		
	
Date:               27 April 2006

		
Date:               27 April 2006


	
Place:              Sǎo José dos Compos, SP

		
Place:              Houston, TX  USA


	
  

		
	
Witness:          /s/ Erika L. Natali

		
Witness:          /s/ Kristy A. Nicholas


	
Name:             Erika Lulai Natali

		
Name:             Kristy A. Nicholas


			









































Amendment 34 to Purchase Agreement No.
GPJ-003/96                                                    
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