ExpressJet Holdings, Inc.




	
Exhbit 10.16











AMENDMENT No. 33 TO PURCHASE AGREEMENT No. GPJ-003/96










This Amendment No. 33 (“Amendment 33”) dated as of December 1, 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 33 and the Purchase Agreement, this Amendment shall control.





WHEREAS, BUYER and EMBRAER wish to amend the Purchase Agreement to include changes in the configuration of the 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:





1.         Thermal / Acoustic Insulation Material


Each EMB 145 XR AIRCRAFT from XR091 and all subsequent EMB 145 XR AIRCRAFT shall have the new thermal acoustic insulation
material installed in the aircraft fuselage. Such new material shall meet the FAA Operational Requirements 14CFR Parts 91.613 (b)
(2), 121.312 (e)(2), 125.113 (c)(2),135.170 (c)(2), and flame propagation requirements of FAR Sec. 25.856 (a) of this chapter which
are required for aircraft manufactured after September 2005 (it does not cover FAR 25.856 (b) that concerns flame penetration,
which will be required for aircraft manufactured after September 2007). [Confidential information omitted and filed separately with
the Securities and Exchange Commission pursuant to a request for confidential treatment.] The AIRCRAFT BASIC PRICE shall be
increased by [Confidential information omitted and filed separately with the Securities and Exchange Commission pursuant to a
request for confidential treatment.] for XR091 and all subsequent EMB 145 XR AIRCRAFT.





2.   AIRCRAFT BASIC PRICE


As a result of the change in the AIRCRAFT configuration and in the AIRCRAFT BASIC PRICE specified in this Amendment 33, the
AIRCRAFT BASIC PRICE will be:













	
AIRCRAFT

	
       

	
BASIC PRICE [Confidential information omitted and filed separately with the Securities and Exchange Commission pursuant
to a request for confidential treatment.]US Dollars)


			
     


	
EMB 145 XR091 and on

		
[Confidential information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for
confidential treatment.]








All other terms and conditions of the Purchase Agreement, which are not specifically amended by this Amendment 33, 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. 33
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/ Antonio Luiz Pizarro Manso      

	
         

	


 By:

	
/s/Frederick S. Cromer       


	
Name:

	
Antonio Luiz Pizarro Manso

		
Name:

	
Frederick S. Cromer


	
Title:

	
Executive Vice-President

 Corporate & CFO

		
Title:

	
Vice President and Chief Financial Officer


	


 By:

	


 /s/ Jose Luis D.
Molina                    

			
	
Name:

	
Jose Luis D. Molina

			
	
Title:

	
Director of Contracts Airline Market

			
		
    

			
	
Date:

	
December 22, 2005

		
Date:

	
December 22, 2005


	
Place:

	
Sao Jose Dos Campos, SP

		
Place:

	
Houston, Texas, USA


		
     

			
	
Witness:

	
/s/ Erika Lulai Natali               

		
Witness:

	
/s/ Kristy
Nicholas                  


	
Name:

	
Erika Lulai Natali

		
Name:

	
Kristy Nicholas