EXHIBIT 10.1(b)

****

****

****

****

****

****

****

****

****

****

**SECOND AMENDMENT TO**

**AMENDED AND RESTATEDCAPACITY PURCHASE AGREEMENT**

**among**

**Continental Airlines, Inc.,**

**ExpressJet Holdings, Inc.,**

**XJT Holdings, Inc.,**

**and**

**ExpressJet Airlines, Inc.**

**Dated as of December 9, 2003**

----

|                                                                                                                            |  | **TABLE OF CONTENTS**                                                                             |        |      |
|----------------------------------------------------------------------------------------------------------------------------|--|---------------------------------------------------------------------------------------------------|--------|------|
|                                                                                                                            |  |                                                                                                   |        | Page |
|                                                                                                                       |  |                                                                                                   |        |      |
| Parties................................................................................................................... |  | 1                                                                                                 |
| Recitals.................................................................................................................. |  | 1                                                                                                 |
|                                                                                                                       |  |                                                                                                   |        |      |
|                                                                                                                            |  |                                                                                                   |        |      |
|                                                                                                                            |  | ARTICLE I.                                                                                        |        |      |
|                                                                                                                            |  | DEFINITIONS:  INTERPRETATION                                                                 |        |      |
|                                                                                                                            |  |                                                                                                   |        |      |
| Section 1.1.                                                                                                               |  | Definitions...................................................................................... |        | 1    |
| Section 1.2.                                                                                                               |  | Interpretation.................................................................................   |   | 1    |
|                                                                                                                       |  |                                                                                                   |        |      |
|                                                                                                                            |  | ARTICLE II.                                                                                       |        |      |
|                                                                                                                            |  | AMENDMENTS TO CAPACITY PURCHASE AGREEMENT                                                         |        |      |
|                                                                                                                            |  |                                                                                              |        |      |
| Section 2.1.                                                                                                               |  | Amendments to Section 3.02.........................................................               |        | 2    |
| Section 2.2.                                                                                                               |  | Amendments to Section 3.06.........................................................               |        | 2    |
| Section 2.3.                                                                                                               |  | Amendment to Schedule 3.............................................................              |        | 4    |
| Section 2.4.                                                                                                               |  | Amendment to Exhibit A................................................................            |        | 14   |
|                                                                                                                       |  |                                                                                                   |        |      |
|                                                                                                                            |  | ARTICLE III.                                                                                      |        |      |
|                                                                                                                            |  | REPRESENTATIONS AND WARRANTIES                                                                    |        |      |
|                                                                                                                            |  |                                                                                              |        |      |
| Section 3.1.                                                                                                               |  | Representations and Warranties of Holdings, XJT and ExpressJet...                                 |        | 18   |
| Section 3.2.                                                                                                               |  | Representations and Warranties of Continental...............................                      |        | 19   |
|                                                                                                                       |  |                                                                                                   |        |      |
|                                                                                                                            |  | ARTICLE IV.                                                                                       |        |      |
|                                                                                                                            |  | MISCELLANEOUS                                                                                     |        |      |
|                                                                                                                       |  |                                                                                                   |        |      |
| Section 4.1.                                                                                                               |  | Effect of Agreement.......................................................................        |        | 20   |
| Section 4.2.                                                                                                               |  | Binding Effect:  Assignment............................................................      |        | 20   |
| Section 4.3.                                                                                                               |  | Amendment and Modification.........................................................               |        | 20   |
| Section 4.4.                                                                                                               |  | Counterparts..................................................................................    |        | 20   |
| Section 4.5.                                                                                                               |  | Severability....................................................................................  |        | 20   |
| Section 4.6.                                                                                                               |  | Entire Agreement...........................................................................       |        | 20   |
| Section 4.7.                                                                                                               |  | Governing Law..............................................................................       |        | 20   |
|                                                                                                                            |  |                                                                                              |        |      |

----

**SECOND AMENDMENT TO**

**AMENDED AND RESTATEDCAPACITY PURCHASE AGREEMENT**

            This **SECOND AMENDMENT TO AMENDED AND RESTATED CAPACITYPURCHASE AGREEMENT** (this "Agreement"), dated as of December 9, 2003, is among Continental Airlines, Inc., a Delawarecorporation ("Continental"), ExpressJet Holdings, Inc., a Delaware corporation ("Holdings"), XJT Holdings, Inc., aDelaware corporation and a wholly-owned subsidiary of Holdings ("XJT"), and ExpressJet Airlines, Inc., a Delawarecorporation and a subsidiary of XJT ("ExpressJet").

**RECITALS:**

            WHEREAS, Continental, Holdings, XJT, and ExpressJet areparties to that certain Amended and Restated Capacity Purchase Agreement, dated as of April 17, 2002, as amended by that certainFirst Amendment to Amended and Restated Capacity Purchase Agreement, dated as of March 27, 2003 (the "Capacity PurchaseAgreement"); 

            **WHEREAS,** Continental, Holdings, XJT, and ExpressJetdesire to amend certain provisions of the Capacity Purchase Agreement as more fully set forth herein; and

            **WHEREAS,** Section 11.04 of the Capacity PurchaseAgreement permits such agreement to be amended in a written agreement signed by Continental, Holdings, XJT, and ExpressJet;

**            NOW, THEREFORE,** in consideration of the foregoingpremises and the mutual covenants and obligations hereinafter contained, the parties agree to amend the Capacity Purchase Agreementas follows:

**ARTICLE I.DEFINITIONS****; INTERPRETATION**

**            Section 1.1.    Definitions**

  Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings set forth in the CapacityPurchase Agreement, as amended hereby.

**            Section 1.2.    Interpretation**

  Section 11.06 of the Capacity Purchase Agreement is hereby incorporated by reference herein in its entirety and shallgovern the interpretation of this Agreement.

----

**ARTICLE II.AMENDMENTS TO CAP****ACITY PURCHASE AGREEMENT**

            The Capacity Purchase Agreement is hereby amended asfollows:

**            Section2.1.     Amendments to Section 3.02**

  Section 3.02 of the Capacity Purchase Agreement is hereby amended and restated in its entirety to read as follows:

            "Section 3.02 Periodic Adjustment of Base and IncentiveCompensation.

            The initial rates under this Agreement (including the initialBlock Hour Rates) set forth in Paragraphs A(1) and A(2)(c) of Schedule 3 hereto shall remain in effect throughDecember 31, 2004, with certain limited adjustments as are provided in Schedule 3.  The Block Hour Rates and the feedescribed in Paragraph A(2)(c) of Schedule 3 shall be subject to further adjustment on January 1, 2005 and eachJanuary 1 thereafter during the Term.  Continental and Contractor hereby agree to meet promptly after July 1, 2004, September1, 2005 and each September 1 thereafter during the Term in order to review and revise the Block Hour Rates and the fee described inParagraph A(2)(c) of Schedule 3, as appropriate, for the subsequent year based on the methodology (including the CostFactor) for setting the initial Block Hour Rates and such fee as set forth in Schedule 3.  Should the parties be unableto agree on such revised Block Hour Rates and the fee described in Paragraph A(2)(c) of Schedule 3 by October 1, 2004for the year beginning January 1, 2005 or by November 1 in any subsequent year for the year beginning on the subsequent January 1,then the parties shall submit the disagreement to arbitration pursuant to Section 11.08."

**            Section 2.2.     Amendments toSection 3.06**

  Section 3.06 of the Capacity Purchase Agreement is hereby amended and restated in its entirety to read as follows:

"Section 3.06.   Billing and Payment; Reconciliation.

            (a)        Billing andPayment.  On the next Business Day after Contractor receives the Final Monthly Schedule from Continental pursuant toSection 2.01(b), Contractor shall present a reasonably detailed written invoice for amounts due under this Agreement inrespect of the Base Compensation and per passenger fees (based on the Forecasted Passengers) for the Scheduled Flights during themonth to which such Final Monthly Schedule pertains.  Continental shall pay Contractor the amount due under such invoice (the"Invoiced Amount"), subject to Continental's right to dispute any calculations set forth on such invoice that do not complywith the terms of this Agreement, net of amounts owed by Contractor to Continental under the Administrative Support and InformationServices Provisioning Agreement, the Master Facility and Ground Handling

----

Agreement, the Fuel Purchasing Agreement and/or any Covered Aircraft Sublease or Uncovered Aircraft Sublease, any amounts to beprepaid to Continental pursuant to Section 3.06(c) during the month covered by the Final Monthly Schedule, any Insurance costs paidby Continental on Contractor's behalf covering the month covered by the Final Monthly Schedule pursuant to Schedule 3 and/or anyother amounts as mutually agreed to by both Contractor and Continental, as follows:

            (i)        One-quarter of the Invoiced Amount shall be payable by Continental to Contractor, by electronic transfer of funds to a bank accountdesignated by Contractor, available on or before the first day of the month (or if such day is not a Business Day, the nextBusiness Day) to which such invoice relates;

            (ii)        One-quarter ofthe Invoiced Amount shall be payable by Continental to Contractor, by electronic transfer of funds to a bank account designated byContractor, available on or before the 8th day of the month (or if such day is not a Business Day, the next Business Day) to whichthe invoice relates;

            (iii)       One-quarter of theInvoiced Amount shall be payable by Continental to Contractor, by electronic transfer of funds to a bank account designated byContractor, available on or before the 15th day of the month (or if such day is not a Business Day, the next Business Day) to whichthe invoice relates; and

            (iv)       One-quarter of theInvoiced Amount shall be payable by Continental to Contractor, by electronic transfer of funds to a bank account designated byContractor, available on or before the 22nd day of the month (or if such day is not a Business Day, the next Business Day) to whichthe invoice relates.

            (b)       Reconciliation.  Not later than 14 days following the end of each month, Contractor and Continental shall reconcileactual amounts due in respect of such month with the estimated amounts included in the Invoiced Amount for such items for suchmonth in accordance with the terms and conditions set forth in Schedule 3.  On or before the 15th day following the endof such month (or if such day is not a Business Day, the next Business Day), such reconciled amounts for such month to the extentapplicable:  (a) shall be paid by Continental to Contractor, together with any payment to be made by Continental pursuant toSection 3.06(a)(iii) above, or (b) shall be paid by Contractor to Continental or set off by Continental against anyother amounts owing to Contractor.  Further reconciliations shall be made on or prior to the 22nd day following the end ofsuch month (or if such day is not a Business Day, the next Business Day) to the extent necessary as a result of Continental'sreview of financial information provided by Contractor in respect of such month.  Such further reconciled amounts for suchmonth to the extent applicable (x) shall be paid by Continental to Contractor, together with any other payment to be made byContinental pursuant to Section 3.06(a)(iv) above, or (y) shall be paid by Contractor to Continental or set off byContinental against any other amounts owing to Contractor.  If, subsequent to any reconciliation payments or set-off, as thecase may be, Contractor's financial statements,

----

maintained as provided in Section 3.05(a), are restated, amended or otherwise adjusted for any month or PerformancePeriod, then the reconciled amounts for such period shall be recalculated in accordance with the terms and conditions set forth inSchedule 3, and the parties shall make further payments or set off further amounts as appropriate in respect of suchrecalculations.

            (c)       Prepayments.  Contractor and Continental may mutually agree from time to time for Contractor to make cash payments inadvance for estimated amounts due to Continental under this Agreement."

**            Section 2.3.     Amendment toSchedule 3**

            (a)        Amendment toIntroductory Clause of Paragraph A of Schedule 3.  The introductory clause of Paragraph A of Schedule 3 is hereby amendedand restated in its entirety to read as follows:

A.          Base and Incentive Compensation.  Paragraphs (A)(1) and(A)(2)(c) of this Schedule 3 shall apply for all applicable periods through December 31, 2004 and Paragraphs A(2)(a)and (b) and Paragraph (A)(3) of this Schedule 3 shall apply for the Term."

            (b)        Amendment toParagraph A(2)(c) of Schedule 3.  Paragraph A(2)(c) of Schedule 3 is hereby amended and restated in its entirety to readas follows:

c.         Appendix 10 Fee.  Contractor will receive a fee equal to the Appendix 10invoice rate set forth in Appendix 10 for the applicable month multiplied by the number of Forecasted Passengers for the applicablemonth, which fee represents payment for [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGECOMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  This incentive compensation will be reconciled, in the monthlyreconciliation described in Section 3.06(b) of the Agreement.  If the Actual Passengers for such calendar month is greaterthan the Forecasted Passengers, then the reconciliation for such period shall include a payment by Continental to Contractor in anamount equal to the product of (i) the difference in the number of such passengers, multiplied by (ii) the Appendix 10reconciliation rate set forth in Appendix 10 for the applicable month, which fee represents the same categories of expense asrepresented by the per passenger invoice rate, other than passenger liability insurance and third-party security and screening(Contractor Airports only), which category of expense is reconciled pursuant to Paragraph B(9)(a).  If the ForecastedPassengers for such calendar month is greater than the Actual Passengers, the reconciliation for such period shall include apayment by Contractor to Continental in an amount equal to the product of (i) the difference in such number of passengersmultiplied by (ii) the Appendix 10 reconciliation rate set forth in Appendix 10 for the applicable month."

----

            (c)        Amendment toParagraph A(3)(b) of Schedule 3.  Paragraph A(3)(b) of Schedule 3 is hereby amended and restated in its entirety to readas follows:

b.         Expenses set forth in columns 4, 6, 9, 11, 12 and 13 of Appendix 1 for eachapplicable month will be reduced by an amount equal to the product of (i) the amount of each of such expenses included in Appendix1 Expenses (after giving effect to any previous adjustments thereto pursuant to this Paragraph A(3)(b)) and (ii) the quotient of(1) the number of aircraft so withdrawn from the Agreement (after giving effect to any previous adjustments pursuant to thisParagraph A(3)(b)) and (2) the number of aircraft constituting Delivered Covered Aircraft immediately prior to suchwithdrawal."

            (d)        Amendment toParagraph A(3)(c) of Schedule 3.  Clauses I and II of Paragraph A(3)(c) of Schedule 3 are hereby amended and restated intheir entirety to read as follows:

I.          For the first [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITHTHE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] aircraft (other than Turboprop Aircraft)to be withdrawn from the Agreement (taking into account all withdrawals under the Agreement), the remainder of the Appendix 1Expenses after giving effect to any other adjustments provided in this Paragraph A(3) will be reduced by the product of (a) suchremainder of the Appendix 1 Expenses, multiplied by (b) [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] multiplied by (c) the quotient of (1) the number of aircraftso withdrawn and (2) the number of aircraft constituting Delivered Covered Aircraft immediately prior to such withdrawal.

II.         For the next [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THESECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] aircraft (other than Turboprop Aircraft) to bewithdrawn from the Agreement (taking into account all withdrawals from the Agreement), the remainder of the Appendix 1 Expensesafter giving effect to any other adjustments provided in this Paragraph A(3) will be reduced by the product of (a) such remainderof the Appendix 1 Expenses, multiplied by (b) [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGECOMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] multiplied by (c) the quotient of (1) the number of aircraft sowithdrawn and (2) the number of aircraft constituting Delivered Covered Aircraft immediately prior to such withdrawal."

----

            (e)        Amendment toParagraph B(1) of Schedule 3.  Paragraph B(1) of Schedule 3 is hereby amended and restated in its entirety to read asfollows:

1.         Passenger and Cargo Revenue-Related Expenses.  With respect to ScheduledFlights, passenger and cargo revenue-related expenses, including but not limited to commissions, taxes and fees related to thetransportation of passengers or cargo, food and beverage costs, charges for fare or tariff filings, sales and advertising costs,computer reservation system fees, credit card discount fees, reservation costs, revenue accounting costs, including costsassociated with ticket sales reporting and unreported sales, OnePass participation costs and Continental Currencies, shall beincurred directly by Continental."

            (f)        Amendment to Paragraph B(4)(a) of Schedule 3.  Paragraph B(4)(a) of Schedule 3 is hereby amended and restated in itsentirety to read as follows:

a.         Administrative Costs.  The Appendix 3 Block Hour Rates, the Appendix 1Expenses, Appendix 22 and Appendix 22a include allocations of administrative compensation costs.  The parties hereto haveentered into the Administrative Support and Information Services Provisioning Agreement, pursuant to which Continental has agreedto provide Contractor with certain administrative services.  Pursuant to the Administrative Support and Information ServicesProvisioning Agreement, the parties hereto have agreed to enter into a transition plan, which plan will provide for the terminationof the services provided by Continental to Contractor thereunder over a certain period of time.  As a result, certain of suchservices may be terminated during the term of this Agreement.  Contractor and Continental hereby agree that in connection withthe transition plan Contractor and Continental shall meet and confer to adjust the Appendix 3 Block Hour Rates, Appendix 1Expenses, Appendix 22 and Appendix 22a to reasonably reflect any increases or decreases in Contractor's administrative compensationcosts or other administrative costs and the costs payable to Continental pursuant to the Administrative Support and InformationServices Provisioning Agreement as a result of Contractor's having to replace any of such terminated services."

            (g)        Amendment toParagraphs B(5)(a) and (b) of Schedule 3.   Paragraphs B(5)(a) and (b) of Schedule 3 are hereby amended and restated intheir entirety to read as follows:

a.         With respect to Scheduled Flights, for any calendar month Contractor's actualblock hours flown for any particular aircraft type exceeds the end of month scheduled block hours for such aircraft type for suchcalendar month, then the reconciliation for such period shall include a payment for such aircraft type by Continental to Contractorin an amount equal to the product of (i) the First Incremental Cost Rate set forth on Appendix 11 with respect to suchaircraft type and such month, multiplied by (ii) the quotient of (1) the difference between such

----

  actual number of block hours and such number of end of month scheduled block hours divided by (2) such number of end ofmonth scheduled block hours (such quotient being the "Overfly Rate", which, when used in other Paragraphs of this Schedule 3, maybe a negative number), multiplied by (iii) the number of scheduled block hours for such aircraft type as set forth on the FinalMonthly Schedule multiplied by (iv) the First Benchmark Factor for such calendar month.

b.         With respect to Scheduled Flights, for any calendar month the end of monthscheduled block hours for any particular aircraft type exceeds Contractor's actual block hours flown for such aircraft type forsuch calendar month, then the reconciliation for such period shall include a payment for such aircraft type by Contractor toContinental in an amount equal to the product of (i) the Second Incremental Cost Rate, set forth on Appendix 12 with respectto such aircraft type and month, multiplied by (ii) the quotient of (1) the difference between such number of end of monthscheduled block hours and such actual number of block hours, divided by (2) such number of end of month scheduled block hours,multiplied by (iii) the number of scheduled block hours for such aircraft type as set forth on the Final Monthly Schedulemultiplied by (iv) the First Benchmark Factor for such calendar month."

            (h)        Amendment toParagraph B(6)(a), (b), (c), (d) and (e) of Schedule 3.  Paragraphs (B)(6)(a), (b), (c), (d) and (e) are hereby amendedand restated in their entirety to read as follows:

a.         If the product of the total number of Scheduled Flights for a particularaircraft type during a calendar month as set forth in the Final Monthly Schedule multiplied by the First Cancellation Rate exceedsthe product of the actual Uncontrollable Cancellation Rate and the total number of Scheduled Flights of such aircraft type in suchcalendar month as set forth in the Final Monthly Schedule (such excess number of flights of such aircraft type being the "FirstCancellation Number" for such aircraft type), then the reconciliation for such period shall include a payment by Continental toContractor in an amount equal to the product of (i) the First Incremental Cost Rate, as set forth on Appendix 11 for such aircrafttype and such month, multiplied by (ii) the First Cancellation Number for such aircraft type, multiplied by (iii) the scheduledblock hours per departure for such aircraft type for such calendar month as set forth in the Final Monthly Schedule, multiplied by(iv) the sum of 1 and the Overfly Rate for such aircraft type for such calendar month.

The "Uncontrollable Cancellation Rate" for a particular aircraft type equals the actual Uncontrollable Cancellations forsuch aircraft type divided by the actual end of month scheduled departures for such aircraft type.

----

b.         If the product of the actual Uncontrollable Cancellation Rate and the totalnumber of Scheduled Flights for a particular aircraft type during a calendar month as set forth in the Final Monthly Scheduleexceeds the product of the total number of Scheduled Flights as set forth in the Final Monthly Schedule for such aircraft typeduring such calendar month multiplied by the First Cancellation Rate (such excess number of flights of such aircraft type being the"Second Cancellation Number" for such aircraft type), then the reconciliation for such period shall include a payment byContractor to Continental in an amount equal to the product of (i) the Second Incremental Cost Rate, as set forth on Appendix 12for such aircraft type and such month, multiplied by (ii) the Second Cancellation Number for such aircraft type, multiplied by(iii) the scheduled block hours per departure for such aircraft type for such calendar month as set forth in the Final MonthlySchedule, multiplied by (iv) the sum of 1 and the Overfly Rate for such aircraft type for such calendar month.

c.         If the product of the total number of Scheduled Flights for a particularaircraft type as set forth in the Final Monthly Schedule during a calendar month multiplied by the Second Cancellation Rate exceedsthe product of the actual Controllable Cancellation Rate and the total number of Scheduled Flights for such aircraft type in suchcalendar month as set forth in the Final Monthly Schedule (such excess number of flights of such aircraft type being the "ThirdCancellation Number" for such aircraft type), then the reconciliation for such period shall include a payment by Continental toContractor in an amount equal to the product of (i) the Third Incremental Cost Rate multiplied by (ii) the Third CancellationNumber for such aircraft type, multiplied by (iii) the scheduled block hours per departure for such aircraft type for such calendarmonth as set forth in the Final Monthly Schedule, multiplied by (iv) the sum of 1 and the Overfly Rate for such aircraft type forsuch calendar month. 

The "Controllable Cancellation Rate" for a particular aircraft type equals the actual Controllable Cancellations for suchaircraft type divided by the actual end of month scheduled departures for such aircraft type.

The "Third Incremental Cost Rate" for a particular aircraft type equals the Fourth Incremental Cost Rate for suchaircraft type plus the Fifth Incremental Cost Rate for such aircraft type.

The "Fourth Incremental Cost Rate" for a particular aircraft type and for a particular month equals the product of (i)the sum of (a) the applicable Appendix 13 Incremental Cost Rate set forth on Appendix 13 for such aircraft type and month,minus the sum of (1) the Appendix 14 Block Hour Rate set forth on Appendix 14 for such aircraft type and month plus (2) theAppendix 5 Block Hour Rate set forth on Appendix 5 for such aircraft type and month, plus (b) the Adjusted Appendix14

----

Block Hour Rate for such aircraft type and month plus (c) the Third Adjusted Block Hour Rate for such aircraft type and monthand (ii) the First Benchmark Factor for such month.

The "Adjusted Appendix 14 Block Hour Rate" for a particular aircraft type and a particular month is obtained bymultiplying the Appendix 14 Block Hour Rate by the Appendix 7 Block Hours set forth on Appendix 7 for such aircraft type anddividing such product by the average scheduled block hours per departure for such aircraft type as set forth on the Final MonthlySchedule.

The "Fifth Incremental Cost Rate" is obtained by allocating the Appendix 1 Expenses among the different aircraft types byeach type's allocable share of statistics from the Final Monthly Schedule based on the methodology set forth in Appendix 15,and dividing such allocation to a specific aircraft type by the product of the scheduled block hours for such aircraft type setforth in the Final Monthly Schedule multiplied by the First Benchmark Factor, then multiplying such quotient by the First BenchmarkFactor.

d.         If the product of the actual Controllable Cancellation Rate and the totalnumber of Scheduled Flights for a particular aircraft type in a calendar month as set forth in the Final Monthly Schedule exceedsthe product of the total number of Scheduled Flights as set forth in the Final Monthly Schedule for such aircraft type during suchcalendar month multiplied by the Second Cancellation Rate (such excess number of flights of such aircraft type being the "FourthCancellation Number" for such aircraft type), then the reconciliation for such period shall include a payment by Contractor toContinental in an amount equal to the product of (i) the Third Incremental Cost Rate for such aircraft type multiplied by (ii) theFourth Cancellation Number, multiplied by (iii) the scheduled block hours per departure for such aircraft type for such calendarmonth as set forth in the Final Monthly Schedule, multiplied by (iv) the sum of 1 and the Overfly Rate for such aircraft type forsuch calendar month.

e.         For purposes of this Paragraph B(6), for any month during which a LaborStrike occurs, the Second Cancellation Rate for such month shall be adjusted to equal the difference between (a) the SecondCancellation Rate for such month (before any such adjustment) and (b) the product of  (1) the quotient of (i) the SecondCancellation Rate for such month (before any such adjustment) divided by (ii) the number of days in the particular month,multiplied by (2) the number of days in such month during which such Labor Strike was occurring.  For purposes of thisParagraph B(6), for any month during which a Labor Strike occurs, the First Cancellation Rate for such month shall be adjusted toequal the difference between (a) the First Cancellation Rate for such month (before any such adjustment) and (b)

----

the product of (1) the quotient of (i) the First Cancellation Rate for such month (before any such adjustment) divided by (ii)the number of days in such month multiplied by (2) the number of days in such month during which such Labor Strike wasoccurring."

            (i)        Amendment to Paragraph B(8)(b) of Schedule 3.  Paragraph B(8)(b) of Schedule 3 is hereby amended to add the followingclause VI:

VI.       Pilot Hybrid Training Cycles.  If a Pilot Hybrid Training Cycle is completed duringa given month, Continental shall pay an amount to Contractor equal to the quotient of (a) product of (1) such actual number ofPilot Hybrid Training Cycles completed during such month and such aircraft type and (2) the assumed cost of each Pilot HybridTraining Cycle for such month and such aircraft type as set forth in Appendix 17a divided by (b) the Cost Difference setforth on Appendix 23."

            (j)        Amendment to Paragraphs B(8)(d) and (e) of Schedule 3.  Paragraphs B(8)(d) and (e) of Schedule 3 are hereby amended andrestated in their entirety to read as follows:

d.         Pilot Soft Time Reconciliation.  Included in the Appendix 3 Block HourRates is an assumed cost associated with an assumed number of Pilot Flight Paid Hours per scheduled Pilot Block Hour.  If theactual number of Pilot Flight Paid Hours per scheduled Pilot Block Hour for a particular month exceeds the number of assumed PilotFlight Paid Hours per scheduled Pilot Block Hour in such month as set forth in Appendix 19, then Continental shall pay an amount toContractor equal to the quotient of (a) the product of (i) the difference between (1) such actual number of Pilot Flight Paid Hoursper scheduled Pilot Block Hour during such month and (2) such assumed number of Pilot Flight Paid Hours per scheduled Pilot BlockHour during such month, multiplied by (ii) the number of scheduled Pilot Block Hours for such month, multiplied by (iii) theassumed amount payable for each Pilot Flight Paid Hour as set forth in Appendix 19, multiplied by (iv) [CONFIDENTIAL MATERIALOMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] dividedby (b) the Cost Difference set forth in Appendix 23.  If the actual number of Pilot Flight Paid Hours per scheduled PilotBlock Hour for a particular month is less than the number of assumed Pilot Flight Paid Hours per scheduled Pilot Block Hour in suchmonth as set forth in Appendix 19, then Contractor shall pay an amount to Continental equal to the quotient of (a) the product of(i) the difference between (1) such assumed number of Pilot Flight Paid Hours per scheduled Pilot Block Hour during such month and(2) such actual number of Pilot Flight Paid Hours per scheduled Pilot Block Hour during such

----

month, multiplied by (ii) the number of scheduled Pilot Block Hours for such month, multiplied by (iii) the assumed amountpayable for each Pilot Flight Paid Hour as set forth in Appendix 19, multiplied by (iv) [CONFIDENTIAL MATERIAL OMITTED AND FILEDSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] divided by (b) the Cost Difference set forth in Appendix 23.  The reconciliation described in this Paragraph 8(d) will cease upon the earlier tooccur of (1) Contractor hiring a New Contractor Pilot and (2) Contractor no longer employing any Continental Pilots.

e.           Pilot Seniority Reconciliation.  Included in the Appendix 1Expenses and the Appendix 3 Block Hour Rates is an assumed cost associated with an assumed number of Continental Pilots continuingto be employed by Contractor.  If the aggregate number of Continental Pilots whose employment is actually terminated byContractor in a particular month exceeds the aggregate number of Continental Pilots whose employment by Contractor is assumed to beterminated in such particular month as set forth in Appendix 20, then Contractor shall pay an amount to Continental equal tothe quotient of (a) the product of (i) the difference between (1) such aggregate number of Continental Pilots whose employment isactually terminated by Contractor during such month and (2) such aggregate number of Continental Pilots whose employment is assumedto be terminated by Contractor during such month, multiplied by (ii) the assumed amount payable per Continental Pilot beingterminated by Contractor as set forth in Appendix 20, divided by (b) the Cost Difference set forth on Appendix23.  If the aggregate number of Continental Pilots whose employment is assumed to be terminated by Contractor for aparticular month as set forth in Appendix 20 exceeds the aggregate number of Continental Pilots whose employment is actuallyterminated by Contractor during such month, then Continental shall pay an amount to Contractor equal to the quotient of (a) theproduct of (i) the difference between (1) such aggregate number of Continental Pilots whose employment is assumed to be terminatedby Contractor during such month and (2) such aggregate number of Continental Pilots whose employment is actually terminated byContractor during such month, multiplied by (ii) the assumed amount payable per Continental Pilot being terminated by Contractor asset forth in Appendix 20, divided by (b) the Cost Difference set forth on Appendix 23.  The reconciliationdescribed in this Paragraph 8(e) will cease when at least [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THESECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Continental Pilots' employment shall have beenterminated by Contractor."

----

            (k)        Amendment toParagraph B(8)(f) of Schedule 3.  Paragraph B(8)(f) of Schedule 3 is hereby amended by replacing all references therein to"[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT]" with "[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONPURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]."

            (l)        Addition of Paragraph B(8)(g) of Schedule 3.  Schedule 3 is hereby amended by adding the following ParagraphB(8)(g):

g.         Charter Flying.  For any calendar month during which Contractor usedCovered Aircraft to provide charter service to Continental, the reconciliation for such month shall include a payment byContinental to Contractor for each aircraft type used to provide such charter service equal to the product of (i) the amountpayable per Charter Hour for such aircraft type as set forth in Appendix 24, multiplied by (ii) the number of Charter Hours forsuch month."

            (m)       Amendment toParagraph B(9)(a) of Schedule 3. 

            (1)        Amendment toclause (ix).  Clause (ix) of the first sentence of Paragraph B(9)(a) is hereby amended and restated to read as follows:

(ix)       payments by Contractor to employees in respect of any profit-sharing and on-timeperformance plans of Contractor existing on or prior to the Distribution Date (provided that Continental shall not be required toreconcile actual profit-sharing and on-time performance expenses to the extent that such additional expenses are attributable to achange in target benchmarks or payment rates under such plans on or after the Distribution Date, and provided further thatreconciliation for profit-sharing plans shall only occur at the end of each fiscal year, which reconciliation shall be for the fullfiscal year, rather than on a month to month basis and provided further that reconciliation for actual costs of Contractorassociated with profit sharing plans is capped at the level contemplated in the rates);"

            (2)        Amendment toadd clause (xvi).  Clause (xv) of the first sentence of Paragraph B(9)(a) of Schedule 3 is hereby amended and restated to readas follows and a new clause (xvi) immediately following clause (xv) is hereby added as follows:

----

(xv)      third-party security and screening expense at Contractor Airports; and (xvi) third-partyground handling expense (collectively, the "Reconciled Expenses")."

            (3)        Amendment topenultimate sentence.  The penultimate sentence of Paragraph B(9)(a) is hereby amended and restated in its entirety to read asfollows:

"If in any month the Contractor's actual Reconciled Expenses exceed the amount of Reconciled Expenses included in the BaseCompensation in accordance with Appendix 22 and with respect to certain Reconciled Expenses as further provided in ParagraphB(9)(f) below for such month, Continental shall pay to Contractor an amount equal to the quotient of (i) such difference divided by(ii) the Cost Difference set forth on Appendix 23."

            (n)        Addition ofParagraph B(9)(g) of Schedule 3.  Schedule 3 is hereby amended by adding the following Paragraph B(9)(g):

g.         Continental may from time to time request Contractor to provide groundhandling services to [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AREQUEST FOR CONFIDENTIAL TREATMENT] "

            (o)        Addition ofParagraph B(9)(h) to Schedule 3.  Schedule 3 is hereby amended by adding the following Paragraph B(9)(h):

h.         As part of the reconciliation contemplated by Section 3.06(b) of theAgreement in respect of a particular month, Continental will pay Contractor an amount in cash equal to the difference between (i)the Preferred Dividend Amount with respect to such month and (ii) the BC Interest Amount with respect to such month."

            (p)        Addition ofSection 12 to Schedule 3.  Schedule 3 is hereby amended by adding the following Section 12:

            12.       Delivery ofElectronic Appendices.  Each of Continental and Contractor hereby (i) acknowledges the receipt of electronic copies of theAppendices referred to in this Schedule 3 (the "Electronic Appendices"), (ii) acknowledges and agrees that many of theAppendices attached hereto in paper form contain numbers that have been rounded to a specified dollar amount or decimal point,(iii) acknowledges and agrees that the Electronic Appendices contain numbers that have not been so rounded and (iv) agrees that thenumbers contained in the Electronic Appendices shall be used for purposes of making the calculations described in this Schedule3.

----

            (q)        Amendments toAppendices to Schedule 3. 

            (1)        Amendment toAppendix 1.  Appendix 1 to Schedule 3 is hereby replaced with the Appendix 1 attached hereto as Annex A.

            (2)        Amendment toAppendix 3  Appendix 3 to Schedule 3 is hereby replaced with the Appendix 3 attached hereto as Annex B.

            (3)        Amendment toAppendix 4.  Appendix 4 to Schedule 3 is hereby replaced with the Appendix 4 attached hereto as Annex C.

            (4)        Amendment toAppendix 11.  Appendix 11 to Schedule 3 is hereby replaced with Appendix 11 attached hereto as Annex D.

            (5)        Amendment toAppendix 12.  Appendix 12 to Schedule 3 is hereby replaced with Appendix 12 attached hereto as Annex E.

            (6)        Amendment toAppendix 13.  Appendix 13 to Schedule 3 is hereby replaced with the Appendix 13 attached hereto as Annex F.

            (7)        Amendment toAppendix 14.  Appendix 14 to Schedule 3 is hereby replaced with the Appendix 14 attached hereto as Annex G.

            (8)        Amendment toAppendix 15.  Appendix 15 to Schedule 3 is hereby replaced with the Appendix 15 attached hereto as Annex H.

            (9)        Amendment toAppendix 17a.  Appendix 17a to Schedule 3 is hereby replaced with the Appendix 17a attached hereto as Annex I.

            (10)      Amendment to Appendix21.  Appendix 21 to Schedule 3 is hereby replaced with the Appendix 21 attached hereto as Annex J.

            (11)      Amendment to Appendix22.  Appendix 22 to Schedule 3 is hereby replaced with the Appendix 22 attached hereto as Annex K.

            (12)      Amendment to Appendix22a.  Appendix 22a to Schedule 3 is hereby replaced with the Appendix 22a attached hereto as Annex L.

            (13)      Amendment to Add Appendix24.  Schedule 3 is hereby amended to add thereto the Appendix 24 attached hereto as Annex M.

----

**            Section 2.4.     Amendment toExhibit A**

            (a)        Amendment toadd Definition of BC Interest Amount.  Exhibit A to the Capacity Purchase Agreement is hereby amended to add the followingdefinition of "BC Interest Amount":

"BC Interest Amount -- means, with respect to any particular calendar month, an amount in cash equal to the amount of interestthat shall have accrued (regardless of whether such interest is required to be paid during such month) on the ExpressJet Noteduring such month."

            (b)        Amendment toDefinition of Change of Control.  Exhibit A to the Capacity Purchase Agreement is hereby amended to amend and restate in itsentirety clause (ix) of the definition of "Change of Control" to read  as follows:

(ix)       Incumbent Directors (meaning in each case, members of the applicable Board of Directorswho (a) were members of the Board of Directors of ExpressJet, XJT or Holdings, respectively, as of March 1, 2002 or (b) became adirector subsequent to March 1, 2002, whose appointment to fill a vacancy or to fill a new position on the applicable Board ofDirectors or whose nomination for election by the shareholders of ExpressJet, XJT or Holdings, as the case may be, was approved bya vote of at least a majority of the directors then comprising the Incumbent Directors) cease for any reason to constitute at leasta majority of the Board of Directors of ExpressJet, XJT or Holdings, respective; or"

            (c)        Amendment toadd Definition of Charter Flying.  Exhibit A to the Capacity Purchase Agreement is hereby amended to add the followingdefinition of "Charter Flying":

"Charter Flying – means any flying of Delivered Covered Aircraft for charter operations at the direction of Continentalthat is not reflected in the Final Monthly Schedule."

            (d)        Amendment toadd Definition of Charter Hour.  Exhibit A to the Capacity Purchase Agreement is hereby amended to add the followingdefinition of "Charter Hour":

"Charter Hour – means each block hour associated with Charter Flying.

            (e)        Amendment toadd Definition of Continental Currencies.  Exhibit A to the Capacity Purchase Agreement is hereby amended to add thefollowing definition of "Continental Currencies":

"Continental Currencies – means inflight currency coupons issued by Continental that may only be purchased at anyContinental eService Center and may only be redeemed for alcoholic beverages or headsets on any Continental or Contractorflight." 

----

            (f)        Amendment to add Definition of Deemed Costs.  Exhibit A to the Capacity Purchase Agreement is hereby amended to add thefollowing definition of "Deemed Costs""

"Deemed Costs – means, for any Performance Period, the excess of (i) the amount by which Contractor is entitled toreimbursement pursuant to the Block Hour Rates then in effect (and, with respect to certain benefits, the reconciliation provisionsof Schedule 3) in respect of labor costs (including all wages, salaries, profit sharing and other benefits to all Contractorofficers and other employees, including contract employees) over (ii) the amount of such labor costs actually incurred byContractor in such period.

            (g)        Amendment toDefinition of Excluded Costs.  Exhibit A to the Capacity Purchase Agreement is hereby amended to restate the definition of"Excluded Costs" in its entirety to read as follows:

"Excluded Costs – means, for any Performance Period, (i) labor costs (including all wages, salaries, profit sharing andother benefits to all Contractor officers and other employees, including contract employees) incurred in such period in excess ofthose for which Contractor is entitled to reimbursement pursuant to the Block Hour Rates then in effect and, with respect tocertain benefits, the reconciliation provisions of Schedule 3, (ii) all costs allocable to Scheduled Flights cancelled during suchperiod as a result of strikes and other labor actions, disputes or interruptions, and other costs incurred during such periodoutside of the ordinary course of business in connection with such events, (iii) all costs allocable to Scheduled Flights cancelledduring such period as a result of an event constituting Cause, and other costs incurred during such period outside of the ordinarycourse of business in connection with such event, (iv) costs of litigation and threatened litigation (including investigations,attorney's fees, adverse judgments and settlements not covered by insurance) incurred during such period, (v) adjustments resultingfrom the physical inventory loss of any of Contractor's spare parts inventory (including but not limited to any spare engines,rotable parts, repairable parts and expendable parts) ("Spare Parts Inventory") that deviate from Contractor's historical practice,(vi) expenses associated with any accounting write-ups or write-downs of any of Contractor's Spare Parts Inventory as a result ofany business practice or decision in respect of Contractor's Spare Parts Inventory that deviates from Contractor's historicalpractice; and (vii) other expenses incurred during such period that do not comprise a portion of the Block Hour Rates reflected inSchedule 3 and are not reasonable and customary in the industry, or were not otherwise approved in advance by Continental (it beingunderstood that the expenses reimbursed pursuant to reconciliation provisions of Schedule 3 constitute expenses thatcomprise a portion of the Block Hour Rates reflected in Schedule 3)."

            (h)        Amendment toDefinition of Excluded Revenue.  Exhibit A to the Capacity Purchase Agreement is hereby amended to restate the definitionof "Excluded Revenue" in its entirety to read as follows:

----

"Excluded Revenue – means, for any Performance Period, (i) all incentive compensation payable in respect of such periodpursuant to Paragraph A(2)(a) and Paragraph A(2)(b) of Schedule 3, (ii) all Incentive Amounts payable pursuantto Paragraph B(6)(c) and Paragraph B(6)(d) of Schedule 3 in respect of such period and (iii) reconciliations pursuantto Paragraph B(9)(g) and Paragraph B(9)(h) of Schedule 3."

            (i)        Amendment to add Definition of ExpressJet Note.  Exhibit A to the Capacity Purchase Agreement is hereby amended to addthe following definition of "ExpressJet Note":

"ExpressJet Note – means that certain Floating Rate Note, issued April 16, 2002, made in favor of XJT and previouslydelivered to Continental as in effect on such date."

            (j)        Amendment to add Definition of ExpressJet Preferred Stock.  Exhibit A to the Capacity Purchase Agreement is herebyamended to add the following definition of "ExpressJet Preferred Stock":

"ExpressJet Preferred Stock – means the Series A Preferred Stock, par value $.01 per share, of New ExpressJet Airlines,Inc. as designated by that certain Certificate of Designation of Series A Preferred Stock of New ExpressJet Airlines, Inc. dated asof April 16, 2002 and as in effect on such date."

            (k)        Amendment toDefinition of Incentive Amount.  Exhibit A to the Capacity Purchase Agreement is hereby amended to amend and restate thedefinition of "Incentive Amount" in its entirety as follows:

"Incentive Amount – means either (1) the portion of the reconciliation amount payable from Continental to Contractorpursuant to Paragraph B(6)(c) of Schedule 3 for a particular month and aircraft type equal to the product of (a) the differencebetween the Third Incremental Cost Rate and the First Incremental Cost Rate for such month and aircraft type, multiplied by (b) theThird Cancellation Number for such aircraft type, multiplied by (c) the number of block hours per departure for such aircraft typeand calendar month as set forth in the Final Monthly Schedule, or (2) the portion of the reconciliation amount payable fromContractor to Continental pursuant to Paragraph B(6)(d) of Schedule 3 for a particular month and aircraft type equal to the productof (a) the difference between the Third Incremental Cost Rate and the First Incremental Cost Rate for such month and aircraft type,multiplied by (b) the Fourth Cancellation Number for such aircraft type, multiplied by (c) the number of block hours per departurefor such aircraft type and calendar month as set forth in the Final Monthly Schedule.

----

            (l)        Amendment to definition of Incremental Passenger-Related Facilities.  Exhibit A to the Capacity Purchase Agreement ishereby amended to amend and restate the definition of "Incremental Passenger-Related Facilities" in its entirety as follows:

            "Incremental Passenger-Related Facilities" – means"Incremental Contractor Terminal Facilities" as such term is defined in the Master Facility and Ground Handling Agreement.

            (m)       Amendment toDefinition of New Contractor Pilot.  Exhibit A to the Capacity Purchase Agreement is hereby amended to amend and restatethe definition of "New Contractor Pilot" in its entirety as follows:

"New Contractor Pilot – means any Person actively employed by Contractor as a pilot whose employment began after January1, 2002 or was recalled from a furlough that occurred prior to January 1, 2002."

            (n)        Amendment todelete Passenger-Related Terminal Facilities.  Exhibit A to the Capacity Purchase Agreement is hereby amended to deletethe definition of "Passenger-Related Terminal Facilities" therefrom.

            (o)        Amendment toadd Definition of Pilot Hybrid Training Cycles.  Exhibit A to the Capacity Purchase Agreement is hereby amended to add thefollowing definition of "Pilot Hybrid Training Cycle":

"Pilot Hybrid Training Cycle -- means any pilot training required by the FAA lasting between [CONFIDENTIAL MATERIAL OMITTED ANDFILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] days in duration,excluding Pilot New Hire Training Cycles, Pilot Recurrent Flight Training Cycles, Pilot Recurrent Ground Training Cycles, PilotTransitional Training Cycles and Pilot Upgrade Training Cycles."

            (p)        Amendment toadd Definition of Preferred Dividend Amount.  Exhibit A to the Capacity Purchase Agreement is hereby amended to add thefollowing definition of "Preferred Dividend Amount":

"Preferred Dividend Amount – means, with respect to any particular calendar month, an amount in cash equal to the amountof dividends that accrue (regardless of whether such dividends are declared or paid) on the ExpressJet Preferred Stock during suchmonth."

            (q)        Amendment tochange Definition of Prevailing Margin.  Exhibit A to the Capacity Purchase Agreement is hereby amended to amend andrestate the definition of "Prevailing Margin" in its entirety as follows:

----

"Prevailing Margin" – means, for any Performance Period, the decimal fraction (in any event not less than zero) equal to(i) Contractor's earnings before interest, taxes and extraordinary items derived from the Scheduled Flights (as determined by theseparate books maintained by Contractor for the Regional Airline Services pursuant to Section 3.05(a)), divided by (ii)Contractor's aggregate revenues allocable to Scheduled Flights,  in each of clauses (i) and (ii) above as reflected on thebooks and records of Contractor after giving effect to the provisions of Section 3.06(b), except for any reconciliation pursuant toParagraph B(9)(d) of Schedule 3.  In making the calculation described in clause (i) of the immediately preceding sentence, (a)Excluded Revenues shall be excluded from the revenues of Contractor, (b) Excluded Costs shall be excluded from the expenses ofContractor and (c) Deemed Costs shall be included as expenses of Contractor.  In making the calculation described in clause(ii) of the immediately preceding sentence, Excluded Revenues shall be excluded from the revenues of Contractor.

**ARTICLE III.****REPRESENTATIONS AND WARRANTIES**

**            Section 3.1.     Representationsand Warranties of Holdings, XJT and ExpressJet**

  Holdings, XJT and ExpressJet, jointly and severally, represent, warrant and covenant to Continental as of the date hereofas follows:

            (a)        Organizationand Qualification.  Each of Holdings, XJT and ExpressJet is a duly organized and validly existing corporation in goodstanding under the laws of the State of Delaware and has the corporate power and authority to own, operate and use its assets andoperate the Regional Airline Services.

            (b)        AuthorityRelative to this Agreement.  Each of Holdings, XJT and ExpressJet has the corporate power and authority to execute anddeliver this Agreement and to consummate the transactions contemplated hereby in accordance with the terms hereof.   Theexecution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized byall necessary corporate action on the part of each of Holdings, XJT and ExpressJet.  This Agreement has been duly and validlyexecuted and delivered by each of Holdings, XJT and ExpressJet and is, assuming due execution and delivery thereof by Continentaland that Continental has legal power and right to enter into this Agreement, a valid and binding obligation of each of Holdings,XJT and ExpressJet, enforceable against each of Holdings, XJT and ExpressJet in accordance with its terms, except as enforcementhereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relatingto or affecting the enforcement of creditors' rights generally and legal principles of general applicability governing theavailability of equitable remedies (whether considered in a proceeding in equity or at law or otherwise under applicable law).

----

            (c)        Conflicts;Defaults.  Neither the execution or delivery of this Agreement nor the performance by each of Holdings, XJT and ExpressJetof the transactions contemplated hereby will (i) violate, conflict with, or constitute a default under any of the terms of eitherHoldings', XJT's or ExpressJet's certificate of incorporation, by-laws, or any provision of, or result in the acceleration of anyobligation under, any material contract, sales commitment, license, purchase order, security agreement, mortgage, note, deed, lien,lease or other agreement to which Holdings, XJT or ExpressJet is a party, (ii) result in the creation or imposition of liens infavor of any third person or entity, (iii) violate any law, statute, judgment, decree, order, rule or regulation of anygovernmental authority, or (iv) constitute any event which, after notice or lapse of time or both, would result in such violation,conflict, default, acceleration or creation or imposition of liens.

**            Section 3.2.     Representationsand Warranties of Continental**

  Continental represents and warrants to Holdings, XJT and ExpressJet as of the date hereof as follows:

            (a)        Organizationand Qualification.  Continental is a duly incorporated and validly existing corporation in good standing under the laws ofthe State of Delaware.

            (b)        AuthorityRelative to this Agreement.  Continental has the corporate power and authority to execute and deliver this Agreement andto consummate the transactions contemplated hereby in accordance with the terms hereof.  The execution and delivery of thisAgreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate actionon the part of Continental.  This Agreement has been duly and validly executed and delivered by Continental and is, assumingdue execution and delivery thereof by Holdings, XJT and ExpressJet and that Holdings, XJT and ExpressJet each has legal power andright to enter into this Agreement, a valid and binding obligation of Continental, enforceable against Continental in accordancewith its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization,moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally and legal principles ofgeneral applicability governing the availability of equitable remedies (whether considered in a proceeding in equity or at law orotherwise under applicable law).

            (c)        Conflicts;Defaults.  Neither the execution or delivery of this Agreement nor the performance by Continental of the transactionscontemplated hereby will (i) violate, conflict with, or constitute a default under any of the terms of Continental's certificate ofincorporation, by-laws, or any provision of, or result in the acceleration of any obligation under, any material contract, salescommitment, license, purchase order, security agreement, mortgage, note, deed, lien, lease or other agreement to which Continentalis a party, (ii) result in the creation or imposition of any liens in favor of any third person or entity, (iii) violate any law,statute, judgment, decree, order,

----

  rule or regulation of any governmental authority, or (iv) constitute any event which, after notice or lapse of time orboth, would result in such violation, conflict, default, acceleration or creation or imposition of liens.

**ARTICLE IV.MISCELLANEOUS**

**            Section 4.1.     Effect ofAgreement**

  Except as specifically amended hereby, the Capacity Purchase Agreement shall remain in full force and effect and isratified in all respects by the parties hereto.

**            Section 4.2.     Binding Effect;Assignment**

  This Agreement and all of the provisions hereof shall be binding upon the parties hereto and inure to the benefit of theparties hereto and their respective successors and permitted assigns.  Except with respect to a merger of either party withanother Person, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any partyhereto without the prior written consent of the other parties.

**            Section 4.3.     Amendment andModification**

  This Agreement may not be amended or modified in any respect except by a written agreement signed by the partieshereto.

**            Section 4.4.    Counterparts**

  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of whichtogether shall constitute one and the same instrument.  This Agreement may be executed by facsimile signature.

**            Section 4.5.    Severability**

  Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in anyother jurisdiction.

**            Section 4.6.     EntireAgreement**

  This Agreement is intended by the parties as a complete statement of the entire agreement and understanding of theparties with respect to the subject matter hereof and all matters between the parties related to the subject matter herein setforth.

----

**            Section 4.7.     GoverningLaw**

  This Agreement shall be governed by and construed in accordance with the laws of the State of Texas (excluding Texaschoice-of-law principles that might call for the application of the law of another jurisdiction) as to all matters, includingmatters of validity, construction, effect, performance and remedies.  Except as otherwise provided in Section 11.08(e) of theAmended and Restated Capacity Purchase Agreement, any action arising out of this Agreement or the rights and duties of the partiesarising hereunder may be brought, if at all, only in the state or federal courts located in Harris County, Texas.

(Signature Page Follows)

----

            IN WITNESS WHEREOF, the parties hereto have caused thisSecond Amendment to Amended and Restated Capacity Purchase Agreement to be duly executed and delivered as of the date and yearfirst written above.

**                                                                                               CONTINENTAL AIRLINES, INC.**

                                                                                               By:       /s/ Jeffery A.Smisek                                                                                                                           Name:  Jeffery A. Smisek                                                                                               Title:  Executive Vice President

**                                                                                               EXPRESSJET HOLDINGS, INC.**

                                                                                               By:       /s/ Frederick S.Cromer                                                                                                                      Name:  Frederick S. Cromer                                                                                               Title:     Vice President & Chief Financial Officer

**                                                                                               XJT HOLDINGS, INC.**

                                                                                               By:       /s/ Frederick S.Cromer                                                                                                                      Name:  Frederick S. Cromer                                                                                               Title:     Vice President & Chief Financial Officer

**                                                                                               EXPRESSJET AIRLINES, INC.**

                                                                                               By:       /s/ Frederick S.Cromer                                                                                                                      Name:  Frederick S. Cromer                                                                                               Title:     Vice President & Chief Financial Officer

----

**Appendix 1**

| Appendix 1 Expenses (000's) |
|-----------------------------|
| **Date**                    | Column | Column | Column | Column | Column | Column | Column | Column | Column | Column | Column | Column | Column | Column | Column |
|                             | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 13 | 14 | 15 |
| Jan-03                      | ** ** | [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
| Feb-03                      |
| Mar-03                      |
| Apr-03                      |
| May-03                      |
| Jun-03                      |
| Jul-03                      |
| Aug-03                      |
| Sep-03                      |
| Oct-03                      |
| Nov-03                      |
| Dec-03                      |
| Jan-04                      |
| Feb-04                      |
| Mar-04                      |
| Apr-04                      |
| May-04                      |
| Jun-04                      |
| Jul-04                      |
| Aug-04                      |
| Sep-04                      |
| Oct-04                      |
| Nov-04                      |
| Dec-04                      |

----

**Appendix 3**

| **Appendix 3 Block Hour Rates** |
|---------------------------------|
| **Date**                        | **ATR42** | **RJ135** | **RJ145** |
| **Benchmark SL**                | **200** | **325** | **525** |
| Jan 03                          |    | **[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]** |
| Feb 03                          |
| Mar 03                          |
| Apr 03                          |
| May 03                          |
| June 03                         |
| Jul 03                          |
| Aug 03                          |
| Sep 03                          |
| Oct 03                          |
| Nov 03                          |
| Dec 03                          |
| Jan 04                          |
| Feb 04                          |
| Mar 04                          |
| Apr 04                          |
| May 04                          |
| Jun 04                          |
| Jul 04                          |
| Aug 04                          |
| Sep 04                          |
| Oct 04                          |
| Nov 04                          |
| Dec 04                          |

----

**Appendix 4**

| **Appendix 4 Block Hour Rates** |
|---------------------------------|
| Date                            | **ATR42** | **RJ135** | **RJ145** |
| Jan 03                          |     | **[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]** |
| Feb 03                          |
| Mar 03                          |
| Apr 03                          |
| May 03                          |
| June 03                         |
| Jul 03                          |
| Aug 03                          |
| Sep 03                          |
| Oct 03                          |
| Nov 03                          |
| Dec 03                          |
| Jan 04                          |
| Feb 04                          |
| Mar 04                          |
| Apr 04                          |
| May 04                          |
| Jun 04                          |
| Jul 04                          |
| Aug 04                          |
| Sep 04                          |
| Oct 04                          |
| Nov 04                          |
| Dec 04                          |

----

**Appendix 11**

| **First Incremental Cost Rates** |
|----------------------------------|
| Date                             | **ATR42** | **RJ135** | **RJ145** |
| Jan 03                           |    | **[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]** |
| Feb 03                           |
| Mar 03                           |
| Apr 03                           |
| May 03                           |
| June 03                          |
| Jul 03                           |
| Aug 03                           |
| Sep 03                           |
| Oct 03                           |
| Nov 03                           |
| Dec 03                           |
| Jan 04                           |
| Feb 04                           |
| Mar 04                           |
| Apr 04                           |
| May 04                           |
| Jun 04                           |
| Jul 04                           |
| Aug 04                           |
| Sep 04                           |
| Oct 04                           |
| Nov 04                           |
| Dec 04                           |

----

**Appendix 12**

| **Second Incremental Cost Rates** |
|-----------------------------------|
| Date                              | **ATR42** | **RJ135** | **RJ145** |
| Jan 03                            |    | **[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]** |
| Feb 03                            |
| Mar 03                            |
| Apr 03                            |
| May 03                            |
| June 03                           |
| Jul 03                            |
| Aug 03                            |
| Sep 03                            |
| Oct 03                            |
| Nov 03                            |
| Dec 03                            |
| Jan 04                            |
| Feb 04                            |
| Mar 04                            |
| Apr 04                            |
| May 04                            |
| Jun 04                            |
| Jul 04                            |
| Aug 04                            |
| Sep 04                            |
| Oct 04                            |
| Nov 04                            |
| Dec 04                            |

----

**Appendix 13**

| **Appendix 13 Incremental Cost Rates** |
|----------------------------------------|
| **Date**                               | ** ** | **ATR42** | **RJ135** | **RJ145** |
| Jan 03                                 |    | **[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]** |
| Feb 03                                 |
| Mar 03                                 |
| Apr 03                                 |
| May 03                                 |
| June 03                                |
| Jul 03                                 |
| Aug 03                                 |
| Sep 03                                 |
| Oct 03                                 |
| Nov 03                                 |
| Dec 03                                 |
| Jan 04                                 |
| Feb 04                                 |
| Mar 04                                 |
| Apr 04                                 |
| May 04                                 |
| Jun 04                                 |
| Jul 04                                 |
| Aug 04                                 |
| Sep 04                                 |
| Oct 04                                 |
| Nov 04                                 |
| Dec 04                                 |

----

**Appendix 14**

****

|                                  |
|----------------------------------|
| **Incremental Block Hour Rates** |
| **Date Benchmark SL**            | **ATR42 200** | **RJ135 325** | **RJ145 525** |
| Jan 03                           |    | **[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]** |
| Feb 03                           |
| Mar 03                           |
| Apr 03                           |
| May 03                           |
| June 03                          |
| Jul 03                           |
| Aug 03                           |
| Sep 03                           |
| Oct 03                           |
| Nov 03                           |
| Dec 03                           |
| Jan 04                           |
| Feb 04                           |
| Mar 04                           |
| Apr 04                           |
| May 04                           |
| Jun 04                           |
| Jul 04                           |
| Aug 04                           |
| Sep 04                           |
| Oct 04                           |
| Nov 04                           |
| Dec 04                           |

****

----

**Appendix 15**

| **Fifth Incremental Cost Rate Allocation** |
|--------------------------------------------|
| Expense                                    | **Allocation Methodology** |
| Aircraft Rent                              |          | **[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]** |
| Maintenance Overhead                       |
| Hull Insurance                             |
| Employee Incentives                        |
| Property Taxes                             |
| Depreciation                               |
| Management Fee                             |
| General & Administrative               |
| Airport Overhead                           |
| CAL Fixed Pool of Expenses                 |
| Glycol                                     |
| Snow Removal                               |
| De-icing                                   |
| Airport Facility Rent                      |
| 3rd Party Ground Handling                  |

----

**Appendix 17a**

| **Assumed Pilot Training Cost Per Cycle** |
|-------------------------------------------|
| Training Cycle                            | **2001** | **2002** | **2003** | **2004** |
| **RJ**                                    |    | **[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]** |
|   Transitional                  |
|   Upgrade                       |
|   New Hire                      |
|   Recur Ground                  |
|   Recur Flight                  |
|   Hybrid                        |
|                                      |
| **ATR**                                   |
|   Transitional                  |
|   Upgrade                       |
|   New Hire                      |
|   Recur Ground                  |
|   Recur Flight                  |
|                                      |
| **Total**                                 |
|   Transitional                  |
|   Upgrade                       |
|   New Hire                      |
|   Recur Ground                  |
|   Recur Flight                  |
|   Hybrid                        |
|                                           |
|                                      |

**[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AREQUEST FOR CONFIDENTIAL TREATMENT]**

----

****

**Appendix 21**

| **Airport Agent Volume Reconciliation** |
|-----------------------------------------|
| Date                                    | **Amount Payable Per Agent Paid Hour** | **Agent Paid Hours** | **Implied Sick Time %** | **Implied Overtime %** | **Implied Holiday %** | **Implied Vacation %** |
| Jan 03                                  |    | **[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]** |
| Feb 03                                  |
| Mar 03                                  |
| Apr 03                                  |
| May 03                                  |
| June 03                                 |
| Jul 03                                  |
| Aug 03                                  |
| Sep 03                                  |
| Oct 03                                  |
| Nov 03                                  |
| Dec 03                                  |
| Jan 04                                  |
| Feb 04                                  |
| Mar 04                                  |
| Apr 04                                  |
| May 04                                  |
| Jun 04                                  |
| Jul 04                                  |
| Aug 04                                  |
| Sep 04                                  |
| Oct 04                                  |
| Nov 04                                  |
| Dec 04                                  |

----

**Appendix 22**

|     | **Reconciliation of Expenses (000's)** |
|----------|----------------------------------------|
| **Date** | ** **                             | **B(9)(a) (i)** | **B(9)(a) (ii)** | **B(9)(a) (iii)** | **B(9)(a) (iv)** | **B(9)(a) (v)** | **B(9)(a) (vi)** | **B(9)(a) (vii)** | **B(9)(a) (viii)** | **B(9)(a) (ix)** | **B(9)(a) (x)** | **B(9)(a) (xi)** | **B(9)(a) (xii)** | **B(9)(a) (xiii)** | **B(9)(a) (xiv)** | **B(9)(a) (xv)** | **B(9)(a) (xvi)** |   |
|     | Jan 03                                 |    | **[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]** |
|     | Feb 03                                 |
|     | Mar 03                                 |
|     | Apr 03                                 |
|     | May 03                                 |
|     | June 03                                |
|     | Jul 03                                 |
|     | Aug 03                                 |
|     | Sep 03                                 |
|     | Oct 03                                 |
|     | Nov 03                                 |
|     | Dec 03                                 |
|     | Jan 04                                 |
|     | Feb 04                                 |
|     | Mar 04                                 |
|     | Apr 04                                 |
|     | May 04                                 |
|     | Jun 04                                 |
|     | Jul 04                                 |
|     | Aug 04                                 |
|     | Sep 04                                 |
|     | Oct 04                                 |
|     | Nov 04                                 |
|     | Dec 04                                 |

----

**Appendix 22a**

|          | ** **   | **First Implied Rates ATR 42  RJ135  RJ145**                                                                                                | ** ** | **Second Implied Rates ATR 42  RJ135  RJ145** | ** ** | **Third Implied** |
|----------|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------|------------|-------------------|
| **Date** |              |                                                                                                                                                       |            | **Expenses (000's)**                                    |
| Jan 03   |    | **[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]** |
| Feb 03   |
| Mar 03   |
| Apr 03   |
| May 03   |
| June 03  |
| Jul 03   |
| Aug 03   |
| Sep 03   |
| Oct 03   |
| Nov 03   |
| Dec 03   |
| Jan 04   |
| Feb 04   |
| Mar 04   |
| Apr 04   |
| May 04   |
| Jun 04   |
| Jul 04   |
| Aug 04   |
| Sep 04   |
| Oct 04   |
| Nov 04   |
| Dec 04   |

----

**Appendix 24**

|        |
|--------|
| Date   | **   ** | **RJ135** | **RJ145** |
| Jul 03 |    | **[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]** |
| Aug 03 |
| Sep 03 |
| Oct 03 |
| Nov 03 |
| Dec 03 |
| Jan 04 |
| Feb 04 |
| Mar 04 |
| Apr 04 |
| May 04 |
| Jun 04 |
| Jul 04 |
| Aug 04 |
| Sep 04 |
| Oct 04 |
| Nov 04 |
| Dec 04 |

----