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                                                                   Exhibit 10.20


                                 PROMISSORY NOTE
              (as amended and restated effective November 5, 2002)


$552,312,000.00 (U.S.)           Houston, Texas                  March 31, 2001


         FOR VALUE RECEIVED, and intending to be legally bound, ExpressJet
Airlines, Inc. (successor in interest to Continental Express, Inc.), a Delaware
corporation ("Maker"), promises to pay to the order of Continental Airlines,
Inc. ("Holder") at its offices located at 1600 Smith, HQSEO, Houston, Texas
77002, in lawful money of the United States of America and in immediately
available funds, FIVE HUNDRED FIFTY-TWO MILLION, THREE HUNDRED TWELVE THOUSAND
AND 00/100 DOLLARS ($552,312,000.00) together with interest on the outstanding
principal balance from day to day remaining at the annual rate specified below
and at the times specified below.

         The unpaid principal of this Note from time to time outstanding shall
bear interest from the date hereof through June 30, 2001 at a rate of 4.87625%
per annum. Beginning on the first day of the next calendar quarter, the interest
rate shall be automatically adjusted for such quarter to equal the sum of (i)
the three-month London Interbank Offer Rate as published at the close of the
second Business Day prior to the commencement of such quarter (or, if not
published on such day, the next preceding day on which it is published) on page
3750 of the Telerate Service ("LIBOR") plus (ii) 1.25 percent (1.25%); provided,
that such aggregate rate shall not exceed 3.50% in 2002, 5.35% in 2003, 6.72% in
2004 (each such maximum rate a "cap"), or in any event the Highest Lawful Rate
(as hereinafter defined). Thereafter, the interest rate shall remain equal to
LIBOR + 1.25%, but shall be automatically adjusted for each successive calendar
quarter during the term hereof based on the immediately preceding three-month
LIBOR rate as so reported, but in no event to exceed the applicable cap or the
Highest Lawful Rate. All past due principal and, to the fullest extent permitted
by applicable law, interest shall bear interest after the due date thereof at 18
percent (18%) per annum or, if lower, the Highest Lawful Rate (as hereinafter
defined). All interest accruing under this Note shall be calculated on the basis
of a 360-day year consisting of four 90-day quarters, unless such calculation
would exceed the Highest Lawful Rate, in which case interest will be calculated
on the per annum basis of a year of 365 or 366 days, as the case may be.

         From the date hereof through the second anniversary of the making of
this Note, Maker shall pay to Holder at the end of each calendar quarter, the
interest accrued through such date. Combined payments of principal and interest
shall be due and payable in quarterly installments of TWENTY-SEVEN MILLION, NINE
HUNDRED TWENTY-SEVEN THOUSAND, NINE HUNDRED AND NO/100 DOLLARS ($27,927,900.00)
commencing on March 31, 2003, or the first Business Day thereafter, and
continuing on the last Business Day of each calendar quarter thereafter. On
March 31, 2007 (or, if such date is not a Business Day, the next preceding
Business Day), the entire unpaid principal balance of this Note, if any,
together with all accrued unpaid interest, shall be due and payable in full.
"Business Day" means any day other than a Saturday or a Sunday or a day on which
banking institutions in New York, New York or Houston, Texas are authorized or
required by law or executive order to remain closed.

         Notwithstanding the foregoing, if Holder shall at any time be in
default in its payment obligations to Maker or any of its affiliates under any
tax agreement ("Tax Agreement") between Holder and Maker or one or more of
Maker's affiliates in effect from time to time, Maker shall be entitled to set
off from any payment then owing by Maker hereunder any amount



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so owed by Holder to Maker or one or more of Maker's affiliates thereunder;
provided that contemporaneously with such setoff, Maker gives written notice of
such action; provided further that the failure to give such notice shall not
affect the validity of the setoff. It is specifically agreed that (i) for
purposes of the setoff by Maker, mutuality shall be deemed to exist among
Holder, on the one hand, and Maker and any affiliate of Maker that is party to
the Tax Agreement, on the other hand; (ii) reciprocity among Holder, Maker and
any affiliate of Maker that is a party to the Tax Agreement exists with respect
to their relative rights and obligations in respect of setoff; and (iii) the
right of setoff is given as additional security to induce the parties to enter
into the transactions contemplated hereby and by the Tax Agreement; and. Upon
completion of such setoff, the obligation of the Holder under the Tax Agreement
and the obligation of Maker under this Note shall also be extinguished to the
extent of the amount so setoff. Holder further waives any right to assert as a
defense to any attempted setoff the requirements of liquidation or mutuality.
This setoff provision shall be without prejudice and in addition to any right of
setoff, combination of accounts, lien or other right to which any Maker is at
any time otherwise entitled (either by operation of law, contract or otherwise).

         Maker reserves the right to prepay this Note, in whole or in part, at
any time, without penalty or notice. All prepayments heretofore or hereafter
made shall be applied in the inverse order of the required payments due under
this Note except as provided below; provided, however, that any prepayments
under the Note made on or after November 13, 2002 but prior to January 1, 2003
shall first reduce the amount of the principal payment required to be made on
March 31, 2003 (or the first Business Day thereafter) and shall thereafter be
applied to the principal payment required to be made on June 30, 2003 (or the
first Business Day thereafter). All prepayments made pursuant to this paragraph
after November 5, 2002 (each, a "New Prepayment") shall be applied first to
principal and then to any remaining accrued and unpaid interest. If Maker's
payment of a scheduled payment of interest and/or principal under the Note due
after November 5, 2002 would have the projected effect, as mutually agreed by
Holder and Maker (which agreement will not be unreasonably withheld), of
reducing Maker's cash and cash equivalents balance below eighty million dollars
($80,000,000) at the time of payment or any time during the two calendar
quarters next following the date of such scheduled payment (the amount of such
deficiency below $80,000,000 being herein called the "Cash Deficiency"), Maker
shall be entitled to reduce the amount of such scheduled payment (but not the
principal balance of or accrued interest on this Note) by an amount up to the
lesser of (i) the amount of such Cash Deficiency or (ii) the aggregate amount of
any New Prepayments (less any amount of a New Prepayment previously used as a
reduction under this sentence). Any such reduction will be first applied to
reduce any interest included in the scheduled payment and the balance to
principal of such scheduled payment. If, as a result of any such reduction, any
interest accrued on this Note as of the scheduled payment date is not paid in
full on such payment date, such accrued interest shall be added to the principal
balance of this Note effective as of such scheduled payment date.

         If any payment provided herein, either of principal or interest, is not
paid when due, or in the event of the dissolution, insolvency or bankruptcy of
Maker, or if any proceedings in bankruptcy or for the relief of debtors or
readjustment of debts is filed by or against Maker, or if Holder in good faith
believes the prospect of repayment of this Note is impaired or otherwise deems
itself insecure, then in any such case Holder may, at its option and at any time
thereafter, declare this Note to be forthwith due and payable, upon which this
Note shall accelerate and be immediately due and payable in full.



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         Maker, to the fullest extent permitted by applicable law, hereby
expressly and severally waives grace, and all notices, demands, presentments for
payment, notice of nonpayment, protest and notice of protest, notice of intent
to accelerate, notice of acceleration of the indebtedness due hereunder, and
diligence in collecting this Note.

         To the fullest extent permitted by applicable law, if this Note is
collected by suit or legal proceedings, including bankruptcy proceedings, Maker
agrees to pay Holder hereof the reasonable costs and reasonable attorney's fees
incurred in the collection hereof.

         No failure by Holder of this Note to exercise, and no delay in
exercising, any right or remedy hereunder shall constitute a waiver thereof on
the part of Holder; nor shall any single or partial exercise of any right or
remedy hereunder preclude any other or further exercise thereof or the exercise
of any other right or remedy.

         It is the intention of the parties hereto to conform strictly to
applicable usury laws regarding the use, forbearance or detention of the
indebtedness evidenced by this Note whether such laws are now or hereafter in
effect, including the laws of the United States of America or any other
jurisdiction whose laws are applicable, and including any subsequent revisions
to or judicial interpretations of those laws, in each case to the extent they
are applicable to this Note (the "Applicable Usury Laws"). Accordingly, if any
acceleration of the maturity of this Note or any payment by Maker or any other
person results in Maker or such other person having paid any interest in excess
of the Maximum Amount, as hereinafter defined, or if any transaction
contemplated hereby would otherwise be usurious under any Applicable Usury Laws,
then, in that event, it is agreed as follows: (i) the provisions of this
paragraph shall govern and control; (ii) the aggregate of all interest under
Applicable Usury Laws that is contracted for, charged or received under this
Note shall under no circumstances exceed the Maximum Amount, and any excess
shall be promptly refunded to Maker by Holder hereof; (iii) neither Maker nor
any other person shall be obligated to pay the amount of such interest to the
extent that it is in excess of the Maximum Amount; and (iv) the effective rate
of interest on this Note shall be ipso facto reduced to the Highest Lawful Rate,
as hereinafter defined, and the provisions of this Note immediately shall be
deemed reformed, without the necessity of the execution of any new document or
instrument, so as to comply with all Applicable Usury Laws. All sums paid, or
agreed to be paid, to Holder hereof for the use, forbearance or detention of the
indebtedness of Maker to Holder hereof evidenced by this Note shall, to the
fullest extent permitted by the Applicable Usury Laws, be amortized, pro rated,
allocated and spread throughout the full term of the indebtedness evidenced by
this Note so that the actual rate of interest does not exceed the Highest Lawful
Rate in effect at any particular time during the full term hereof. As used
herein, the term "Maximum Amount" means the maximum nonusurious amount of
interest that may be lawfully contracted for, charged or received by Holder
hereof in connection with the indebtedness evidenced by this Note under all
Applicable Usury Laws, and the term "Highest Lawful Rate" means the maximum rate
of interest, if any, that may be charged Maker under all Applicable Usury Laws
on the principal balance of this Note from time to time outstanding.



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         THIS NOTE SHALL BE SUBJECT TO AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO ANY
CONFLICTS OF LAWS PRINCIPLES.

         This Note is an amendment and restatement of the Promissory Note dated
March 31, 2001 executed by Continental Express, Inc. and payable to the order of
Continental Airlines, Inc. in the original principal amount of $552,312,000.00.

         IN WITNESS WHEREOF, the undersigned has caused this Note to be executed
at the place and as of the date first above appearing.


                                            EXPRESSJET AIRLINES, INC.
                                            (successor in interest to
                                            Continental Express, Inc.)




                                            By: /s/ James B. Ream
                                                ---------------------------
                                                    James B. Ream
                                                    President


ATTEST:




By: /s/ John F. Wombwell
    ---------------------------
        John F. Wombwell
        Secretary



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