xjtexhibit102




	
EXHIBIT 10.2







AMENDMENT No. 28 TO PURCHASE AGREEMENT GPJ-003/96


This Amendment No. 28 (“Amendment 28”) dated as of February 10, 2003 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 28 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 [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 28 and the Purchase
Agreement, this Amendment 28 shall control.


NOW, THEREFORE, for good and valuable consideration, which is hereby acknowledged, EMBRAER and BUYER hereby agree as
follows:


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


[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 fourty seventh (47th) through the one hundred and fourth
(104th) shall be delivered with the [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. The [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] shall be supplied by
Buyer as Buyer Furnished Equipment (“BFE”). [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


For each affected Aircraft Buyer shall deliver the [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to Embraer at EMBRAER's facilities in São
José dos Campos, São Paulo, Brazil (“BFE Delivery Location”), free of any charge to Embraer whatsoever,
at least [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT] days before the Contractual Delivery Date of each Aircraft.


Buyer shall not refuse acceptance of any Aircraft for failure of the [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to be installed if Embraer is unable
to install the [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] in the Aircraft prior to the Contractual Inspection Date due to: (i) the [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] is not received at the BFE Delivery Location at least [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] days before the Contractual Delivery
Date; or (ii) although received by Embraer at least [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] days prior to the















Contractual Delivery Date, the [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] is rejected by Embraer's Quality Control Department, in its sole
discretion, and a [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] therefore is not received at the BFE Delivery Location within [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] days
before the Contractual Delivery Date.


In such cases, Buyer shall accept the Aircraft without the [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. At Buyer's request, Embraer shall install
the [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] within a reasonable period of time on its own premises in Sao Jose dos Campos, otherwise, Buyer shall
be responsible for installation of the [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


AIRCRAFT BASIC PRICE


As a result of these changes in the AIRCRAFT configuration and in the AIRCRAFT BASIC PRICES specified in this Amendment 28, 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 28,
shall remain in full force and effect without any change.


[Intentionally left blank]












IN WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have entered into and executed this Amendment 28 to
the Purchase Agreement to be effective as of the date first written above.





	
EMBRAER - Empresa Brasileira

 de Aeronautica S.A.



	
            

	
EXPRESSJET AIRLINES, INC.






	
	
	


 By:  /s/ Satoshi
Yokota                         

		


 By:  /s/ Frederick S.
Cromer                           


	
Name:  Satoshi Yokota

 Title:     Executive Vice President Industiral

		
Name:  Frederick S. Cromer

 Title:     Vice President and Chief Financial Officer


	
   

		
	
By:  /s/ Flavio
Rimoli                         

		
	
Name:    Flavio Rimoli

 Title:       Director of Contracts

		
	
   

		
	
Date:      February 25, 2003

 Place:    Sao Jose Dos Campos, S.P.

		
Date:      February 20, 2003

 Place:    Houston, Texas


	
  

		
	
Witness:     /s/ Fernando Bueno           

		
Witness:     /s/ Pam
Baley              


	
Name:        Fernando Bueno

		
Name:        Pam Baley