| Exhibit 10.1 |
|--------------|

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**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 deAeronáutica S.A. (“EMBRAER”) and ExpressJet Airlines, Inc., formerly known as NewExpressJet 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 andPCJ-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 hundredand 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 betweenthis 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 ReconfirmationAIRCRAFT, 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 accordancewith the terms of this Agreement. Such Reconfirmation AIRCRAFT shall be exercised by BUYER **[CONFIDENTIAL MATERIAL OMITTED ANDFILED 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”). Eachoption for such Reconfirmation Group shall be exercised no later than **[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITHTHE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]** prior to **[CONFIDENTIAL MATERIALOMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIALTREATMENT]**.  The Reconfirmation AIRCRAFT shall be delivered in accordance with the following schedule, provided that allterms and conditions of this Article 5a.8 have been satisfied:

Amendment 34 to Purchase Agreement No.GPJ-003/96                                                    Page 1of 3

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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 FORCONFIDENTIAL TREATMENT]**

**  ** |

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

Amendment 34 to Purchase Agreement No.GPJ-003/96                                                    Page 2 of 3

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All other terms and conditions of the Purchase Agreement, which are not specifically amended by this Amendment 34, shall remainin 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. 34to 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 andDevelopment |                                | Name:       Frederick S. Cromer Title:          Vice President and                   Chief FinancialOfficer                   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                                                    Page 3 of 3

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