ExpressJet Holdings, Inc.




	
Exhibit 10.2













AMENDMENT No 30 TO PURCHASE AGREEMENT GPJ-003/96


This Amendment No. 30 (“Amendment 30”) dated as of January 12, 2004 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, dated as of August 5, 1996
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 30 and the Purchase Agreement, this Amendment shall control.





NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged by the PARTIES, EMBRAER and BUYER hereby agree to amend the Purchase
Agreement as follows:





1.         CHANGES IN THE ESCALATION FORMULA


Since several of the “Sic Codes” (as such codes are referred to in Attachment D to the Purchase
Agreement) are no longer published by the Bureau of Labor Statistics (“BLS”) of the US Department of Labor, the
Purchase Price for all Aircraft shall be calculated as follows:





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





Any references to Attachment “D” shall be deemed
references to Attachments “D” and “D-1”, simultaneously, and any appliance of the Escalation Formula
required under the Purchase Agreement shall follow the procedure described in this Article 1 to this Amendment 30.





2.         PURCHASE PRICE "[CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]" 


2.a. The Purchase Prices "[CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]". 






	
AIRCRAFT

	
DELIVERY

 MONTH

	
PURCHASE PRICE (US$) each


	
 

		
	
"[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]". 





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


Each EMB 145 XR AIRCRAFT from XR060 and
all subsequent EMB 145 XR AIRCRAFT shall have installed "[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]". 





4.         AIRCRAFT BASIC PRICE


As a result of the changes in the AIRCRAFT configuration and in the AIRCRAFT BASIC PRICES specified in
this Amendment 30, 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]". 










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





Each EMB-145 XR AIRCRAFT from XR054 and all subsequent EMB 145
XR AIRCRAFT shall have installed "[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]". 









6.         GENERAL





All other terms and conditions of the Purchase Agreement, which are not specifically amended by this
Amendment 30, 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 30 to the Purchase Agreement to be effective as of the date first written above.



	
EMBRAER - Empresa Brasileira

 de Aeronáutica S.A.

		
EXPRESSJET AIRLINES, INC.


	
 

	
 

	
	
By:           /s/ Frederico Fleury
Curado                     

		
By:            /s/ Jerry
Losness                          


	
Name:     Frederico Fleury Curado

		
Name:       Jerry Losness


	
Title:        Executive VP,Civil Aircraft

		
Title:          VP and Chief Operating Officer


	
 

		
	
By:           /s/ Flavio
Rimoli                                       

		
	
Name:     Flavio Rimoli

		
	
Title:        Sr. VP, Airline Market

		
	
 

		
	
Date:       March 16, 2004

		
Date:         March 9, 2004


	
Place:      Sao Jose Dos Campos, SP

		
Place:       Houston, TX, USA


	
 

		
	
Witness:  /s/ Erika L.
Natali                                      

		
Witness:   /s/ Kristy A.
Nicholas                               


	
Name:     Erika Lulai Natali

		
Name:       Kristy A. Nicholas


			
















	
ATTACHMENT "D-1"










ESCALATION FORMULA





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