AMENDMENT No. 28 TO PURCHASE AGREEMENT GPJ-003/96
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 Major Changes 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:
- New APU Cowling
- New Marathon Low Maintenance Battery
- AIRCRAFT BASIC PRICE
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 new APU cowling which incorporates modification such as, large maintenance and inspection door and improvements in the structural design. The Manufacturer's Empty Weight ("MEW") will not be increased because of this modification. [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 new Marathon Low Maintenance Battery. The new Marathon Low Maintenance Battery shall be supplied by Buyer as Buyer Furnished Equipment ("BFE"). The MEW will not be increased as a result of this change. [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 new Marathon Low Maintenance Battery as well as all standard hardware such as trays and connectors ("Battery") to Embraer at EMBRAER's facilities in Sao ▇▇▇▇ dos ▇▇▇▇▇▇, Sao Paulo, Brazil ("BFE Delivery Location"), free of any charge to Embraer whatsoever at least seventy (75) days before the Contratual Delivery Date of each Aircraft.
Buyer shall not refuse acceptance of any Aircraft for failure of the Battery to be installed if Embraer is unable to install the Battery in the Aircraft prior to the Contractual Inspection Date due to: (i) the Battery is not received at the BFE Delivery Location at least seventy (75) days before the Contractual Delivery Date; or (ii) although received by Embraer at least seventy (75) days prior to the Contractual Delivery Date, the Battery is rejected by Embraer's Quality Control Department, in its sole discretion, and a replacement Battery therefore is not received at the BFE Delivery Location within seventy (75) days before the Contractual Delivery Date.
In such cases, Buyer shall accept the Aircraft without the Battery. At Buyer's request, Embraer shall install the Battery within a reasonable period of time on its own premises in Sao ▇▇▇▇ dos ▇▇▇▇▇▇, otherwise, Buyer shall be responsible for installation of the Battery.
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.
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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 EXPRESSJET AIRLINES, INC.
de Aeronautica S.A.
By : /S/ Satoshi Yokota___________ By : _/S/ ▇▇▇▇▇▇▇▇▇ Cromer___
Name : ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name : ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title : Executive Vice-President Industrial Title : Vice President & Chief
Financial Officer
By : /S/ ▇▇▇▇▇▇ Riímoli______
Name : ▇▇▇▇▇▇ Ríimoli
Title : Director of Contracts
Date: February 25, 2003 Date: February 20, 2003
Place: Sao ▇▇▇▇ Dos ▇▇▇▇▇▇, ▇.▇. Place: Houston, Texas USA
Witness: /S/ ▇▇▇▇▇▇▇▇ Bueno__ Witness:/S/ ▇▇▇ Baley__________
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇