|                                                                                                                                    Exhibit10.2(a) |
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**FIRST AMENDMENT TO**

**MASTER FACILITY ANDGROUND HANDLING AGREEMENT**

**Among**

**Continental Airlines, Inc.,**

**ExpressJet Holdings, Inc.,**

**And**

**ExpressJet Airlines, Inc.**

**Dated as of November 1, 2003**

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**FIRST AMENDMENT TO**

**MASTER FACILITY AND GROUND HANDLING AGREEMENT**

            This **FIRST AMENDMENT TO MASTER FACILITY AND GROUNDHANDLING AGREEMENT** (this “Agreement”), dated as of November 1, 2003, is among Continental Airlines, Inc., aDelaware corporation (“Continental”), ExpressJet Holdings, Inc., a Delaware corporation(“Holdings”) and ExpressJet Airlines, Inc., a Delaware corporation and a wholly owned subsidiary of Holdings(“ExpressJet”).

**RECITALS:**

            **WHEREAS**, Continental, Holdings and ExpressJet areparties to that certain Master Facility and Ground Handling Agreement dated as of January 1, 2001 (the “MasterFacilityAgreement”);  and

            **WHEREAS,** Continental, Holdings and ExpressJet desireto amend certain provisions of the Master Facility Agreement as more fully set forth herein;

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

**ARTICLE I.****AMENDMENTS TO****MASTER FACILITY AGREEMENT**

**            Section1.1.     Amendment to Section 1**

      Section 1 of the Master Facility Agreement is hereby amended by deleting the definition of“Incremental Facilities” in its entirety and adding the following definition of “Incremental Contractor TerminalFacilities”:

            “Incremental Contractor Terminal Facilities”shall mean, for purposes of determining the allocation of rental charges in respect thereof between Contractor and Continentalhereunder and under the Capacity Purchase Agreement, (i) in the case of Contractor Terminal Facilities that are located at aContinental Airport, all such facilities that are Passenger-Related Terminal Facilities used by Contractor and not used byContinental, its Subsidiaries, or other aircraft operating under Continental’s code (other than by Contractor) and (ii) inthe case of Contractor Terminal Facilities that are located at a Contractor Airport and used by Contractor, all such facilitiesonly to the extent that, and in a percentage amount equal to, a fraction (x) the numerator of which is the total number ofpassengers boarded on Scheduled Flights from all such facilities and (y) the denominator of which is (A) if the number of ScheduledFlights from all such facilities exceeds 50% of the total number of flights operating under Continental’s code (includingScheduled Flights) from all such facilities, then the sum of the total number of passengers boarded on Scheduled Flights from allsuch facilities and the total number of passengers

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boarded on aircraft operated by Continental from all such facilities, or (B) if the number of Scheduled Flights from all suchfacilities does not exceed 50% of the total number of flights operating under Continental’s code (including ScheduledFlights) from all such facilities, then the sum of the total number of passengers boarded on aircraft operated from all suchfacilities by Continental and all aircraft operating under Continental's code (including Scheduled Flights) together with, in thecase of passengers that do not board at such facilities, all passengers using any of such facilities that are ticket counterfacilities; provided, that notwithstanding any of the foregoing, no Terminal Facilities at Hub Airports shall be IncrementalContractor Terminal Facilities; and provided further, that the term “used by” shall mean used at any time within thethree months preceding the date of determination or expected to be used within the three months immediately following the date ofdetermination (i) by Contractor for Scheduled Flights, or (ii) by Continental, its Subsidiaries, or other aircraft operating underContinental’s code (other than by Contractor) for scheduled flights (including seasonally-scheduled flights and scheduledcharter service), as the case may be.  Consistent with the provisions of clause (i) above, the parties agree that anyContractor Terminal Facility used by Continental, its Subsidiaries, or other aircraft operating under Continental’s code(other than by Contractor) for scheduled flights, including seasonally-scheduled flights and scheduled charter service, shall notbe Incremental Contractor Terminal Facilities, notwithstanding the availability of alternative facilities for Continental's use,except that in the case of any shared or common facilities, such as any baggage claim area, for which charges are made based on thenumber of passengers, then such facilities shall be deemed to be Incremental Contractor Terminal Facilities to the extent of suchcharges as are attributable to the number of passengers on Scheduled Flights).”

**            Section 1.2.     Amendment toSection 2(g) of the Master Facility Agreement**

      Section 2(g) of the Master Facility Agreement is hereby amended and restated in its entirety toread as follows:

            “(g)      If Contractor shallmake any payment pursuant to Section 2(e), which payment is in whole or in part in respect of facilities other than (i) ContractorNon-Terminal Facilities or (ii) Incremental Contractor Terminal Facilities, then Continental shall promptly reimburse Contractorfor the portion of such payment in respect of facilities other than Contractor Non-Terminal Facilities or Incremental ContractorTerminal Facilities; provided that there shall be no duplication of payment if, for example, Continental is a sublessee ofContractor with respect to some or all of these facilities.  If Continental shall make any payment pursuant to any lease,sublease or other agreement for the use of Airport Facilities, which payment is in whole or in part in respect of (A) ContractorNon-Terminal Facilities or (B) Incremental Contractor Terminal Facilities, then Contractor shall promptly reimburse Continental forthe portion of such payment in respect of facilities other than Contractor Non-Terminal Facilities or Incremental ContractorTerminal Facilities; provided that there shall be no duplication of payment if, for example, Contractor is a sublessee ofContinental with respect to some or all of these facilities.”

**            Section 1.3.     Amendment toExhibits C and D of the Master Facility Agreement**

      Exhibit C of the Master Facility Agreement is hereby amended by deleting the words “to

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which the Handling Company does not fly any flights” that appear in the third line of the second full paragraph on page 2thereof (and which paragraph begins with the words “    Notwithstanding the foregoing, the Handling Companymay”). Exhibit D of the Master Facility Agreement is hereby amended by deleting the words “, but only if the Carrierdoes not provide ground handling services to the Handling Company at such airport” that appear in the fourth and fifth linesof the second full paragraph on page 2 thereof (and which paragraph begins with the words “The Carrier may elect”). Itis acknowledged that the Schedules to the Continental Ground Handling Agreement and the Contractor Ground Handling Agreement maychange from time to time in accordance with the terms of said agreements and that any such changes heretofore made are notaddressed in this Agreement.

**ARTICLE II.****MISCELLANEOUS**

**            Section 2.1.     Binding Effect;Assignment**

      This Agreement and all of the provisions hereof shall be binding upon the parties hereto andinure to the benefit of the parties hereto and their respective successors and permitted assigns.  Except as specificallyamended hereby, the Master Facility Agreement shall remain in full force and effect and is ratified in all respects by the partieshereto.  Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by a party heretowithout the prior written consent of the other parties.

**            Section 2.2.    Counterparts**

      This Agreement may be executed in two or more counterparts, each of which shall be deemed anoriginal, but all of which together shall constitute one and the same instrument.  The Agreement may be executed by facsimilesignature.

**            Section 2.3.     GoverningLaw**

      This Agreement shall be governed by and construed in accordance with the laws of the State ofTexas (excluding Texas choice-of-law principles that might call for the application of the law of another jurisdiction) as to allmatters, including matters of validity, construction, effect, performance and remedies.  Any action arising out of thisAgreement or the rights and duties of the parties arising hereunder may be brought, if at all, only in the state or federal courtslocated in Harris County, Texas. 

(Signature Page Follows)

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            **IN WITNESS WHEREOF**, the parties hereto have causedthis First Amendment to Master Facility and Ground Handing Agreement to be duly executed and delivered as of the date and yearfirst written above.

| **CONTINENTAL AIRLINES, INC**.                                                                                                                                                                                                                                                                          |
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|                                                                                                                                                                                                                                                                                                    |
|       By: /s/ Jeffery A.Smisek                                         |
|       Name:  Jeffery A. Smisek                                                                                                                                                                                                                                            |
|       Title:  Executive Vice President                                                                                                                                                                                                                                    |
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| **EXPRESSJET HOLDINGS, INC.**                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                    |
|       By: /s/ Frederick S.Cromer                                                                |
|       Name:  Frederick S. Cromer                                                                                                                                                                                                                                          |
|       Title:  Vice President and Chief Financial Officer                                                                                                                                                                                                                  |
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| **EXPRESSJET AIRLINES, INC.**                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                    |
|       By: /s/Frederick S.Cromer                                                                                                                        |
|       Name:  Frederick S. Cromer                                                                                                                                                                                                                                          |
|       Title:  Vice President and Chief Financial Officer                                                                                                                                                                                                                  |

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