Exhibit 10.1(c)













United Contract No. [CONFIDENTAIL MATERIAL OMITTED AND FILED SPEARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]





SECOND AMENDMENT TO UNITED EXPRESS AGREEMENT





This Second Amendment to United Express Agreement (the “Amendment”) is effective as of August 4, 2010 (the
“Effective Date”), by and between UNITED AIR LINES, INC., a Delaware corporation, with its corporate
offices located at 77 West Wacker Drive, Chicago, Illinois 60601 (“United”), and EXPRESSJET AIRLINES,
INC., a Delaware corporation, with its corporate offices located at 700 North Sam Houston Parkway West, Suite 200, Houston,
Texas 77067 (“ExpressJet” or “Contractor”).





            WHEREAS, the parties previously entered into that
certain United Express Agreement, dated as of December 1, 2009 and denominated as United Contract [CONFIDENTAIL
MATERIAL OMITTED AND FILED SPEARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] (the “Original Agreement”);





            WHEREAS, the parties previously entered into that
certain First Amendment to United Express Agreement, dated as of February 15, 2010 and denominated as United Contract [CONFIDENTAIL MATERIAL OMITTED AND FILED SPEARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT] (the “First Amendment”, and together with the Original Agreement, the
“Agreement”);





            WHEREAS, pursuant to Article XXXI of the Agreement,
the parties may mutually agree to modify or amend the Agreement for any reason at any time; and





            WHEREAS, the parties desire to amend the Agreement to
account for a third tranche of ERJ-145 aircraft to be added to the United Express fleet.





            NOW THEREFORE, for good and valuable consideration,
the receipt, adequacy, and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:





I. DEFINITIONS.  Capitalized terms used in this Amendment and not otherwise defined in this Amendment shall have the
meanings assigned to them in the Agreement.





II.  SCOPE, TERM, AND CONDITIONS





A.  The text of Article II.B.1 of the Agreement, titled “Regional Jets Term,” is hereby deleted in its entirety
and replaced with the following:













  “The term of the Agreement shall commence on the Effective Date and will be divided into
three (3) tranches consisting of eleven (11), eleven (11), and
thirteen (13) aircraft, respectively (“ERJ-145 Tranches”).  The term of this Agreement for: (a) the first
ERJ-145 Tranche, which shall consist of the first eleven (11) ERJ-145 aircraft, will expire April 30, 2012;
(b) the second ERJ-145 Tranche, which shall consist of the second eleven (11) ERJ-145 aircraft, will expire on April 30, 2013; and
(c) the third ERJ-145 Tranche, which shall consist of an additional thirteen (13) ERJ-145 aircraft, will expire on April 4,
2011.  Thereafter, United may renew the term hereof: (i) for all eleven (11) aircraft in the entire
first ERJ-145 Tranche for an additional term of three (3) years, upon not less than six (6) month’s prior written notice prior to the end of the initial term
for the first ERJ-145 Tranche; and (ii) for all eleven (11) aircraft in the entire second ERJ-145 Tranche for an additional term of
two (2) years, upon not less than six (6) month’s prior written notice prior to
the end of the initial term for the second ERJ-145 Tranche.  The parties have not established a renewal
option for thethird ERJ-145 Tranche.  Any renewal of less than all eleven (11) aircraft in either
of the first or second ERJ-145 Tranches shall be agreed to in writing by the parties.”


B.  The text of Article IV.A.1.a of the Agreement, titled “Aircraft to be Used” is hereby deleted in its
entirety and replaced with the following:





      “In accordance with the terms and conditions of this Agreement, Contractor is authorized to
fly the following aircraft under Contractor’s United Express Services:





      Thirty-five (35) ERJ-145 Aircraft, which Contractor
shall cause to be delivered as per Appendix B.”





C.  Appendix B of the Agreement, titled “Aircraft Fleet Plan,” is hereby deleted in its entirety and replaced
with a revised Appendix B.  The revised Appendix B is set forth on Schedule 1 to this Amendment.





D.  During the period of September 1, 2010 through March 31, 2011 only, United guarantees to ExpressJet [CONFIDENTAIL
MATERIAL OMITTED AND FILED SPEARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
performance and markup payment for Departure On-Time Zero for all aircraft operating for United Express under the Agreement, and
during the period of September 1, 2010 through March 31, 2011 only, United agrees not to exercise any termination rights under the
Agreement with respect to such aircraft that operate below [CONFIDENTAIL MATERIAL OMITTED AND FILED SPEARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  performance.





E.  All terms and conditions of the Agreement shall apply to the third ERJ-145 Tranche, except that the aircraft ownership
shall be modified as set forth on Schedule 1 hereto and further that the terms of Articles 4.A.1.b, 4.A.1.c, 4.A.2, 4.A.3, 4.A.4,
7.I. and 8.F. of the Agreement shall not apply to the third ERJ-145 Tranche.





III. MISCELLANEOUS.  Except as otherwise amended herein, the Agreement will remain in full force and effect.  The
terms of this Amendment are deemed to be incorporated in, and made a part of, the Agreement.  This Amendment may be executed
in any number of counterparts, by original or facsimile signature, each of which when executed and delivered shall be deemed an
original and such counterparts together shall constitute one and the same instrument.  The terms of this Amendment amend and
replace those contained in the First Amendment in its entirety.





            IN WITNESS WHEREOF, the parties hereto have, by their duly
authorized officers, caused this Amendment to be entered into and executed as of the Effective Date.






	
UNITED AIR LINES, INC.



 By:       /s/ John
Tague                          


 John
Tague                          


 President

	
        

	
EXPRESSJET AIRLINES, INC.



 By:       /s/ Thomas M.
Hanley              

 Thomas M. Hanley

 President & CEO




















Schedule 1

APPENDIX B

AIRCRAFT FLEET PLAN





	
ExpressJet Fleet Plan and Agreement Expiration Dates


	
ERJ-145s

		
In-Service

 Date

		
Agreement

 Expiration

 Date

		
Aircraft

 Ownership

 Rate

 ($/month)

		
Aircraft

 Tail

 Number

		
Contract

 Number


	






		






		






		






		






		







	
1

	
 

	
01-Dec 09

	
 

	
30-April -12

	
 

	
$******

	
 

		
 

	
******


	
2

		
01-Dec 09

		
30-April -12

		
$******

				
******


	
3

		
01-Dec 09

		
30-April -12

		
$******

				
******


	
4

		
07-Dec 09

		
30-April -12

		
$******

				
******


	
5

		
07-Dec 09

		
30-April -12

		
$******

				
******


	
6

		
07-Dec 09

		
30-April -12

		
$******

				
******


	
7

		
05-Jan 10

		
30-April -12

		
$******

				
******


	
8

		
05-Jan 10

		
30-April -12

		
$******

				
******


	
9

		
05-Jan 10

		
30-April -12

		
$******

				
******


	
10

		
05-Jan 10

		
30-April -12

		
$******

				
******


	
11

		
05-Jan 10

		
30-April -12

		
$******

				
******


	
12

		
01-Feb 10

		
30-April -13

		
$******

				
******


	
13

		
01-Feb 10

		
30-April -13

		
$******

				
******


	
14

		
01-Feb 10

		
30-April -13

		
$******

				
******


	
15

		
01-Feb 10

		
30-April -13

		
$******

				
******


	
16

		
01-Feb 10

		
30-April -13

		
$******

				
******


	
17

		
01-March 10

		
30-April -13

		
$******

				
******


	
18

		
01-March 10

		
30-April -13

		
$******

				
******


	
19

		
01-March 10

		
30-April -13

		
$******

				
******


	
20

		
01-March 10

		
30-April -13

		
$******

				
******


	
21

		
01-March 10

		
30-April -13

		
$******

				
******


	
22

		
01-March 10

		
30-April -13

		
$******

				
******


	
23

		
01-May 10

		
04-April-11

		
$******

				
******


	
24

		
01-May 10

		
04-April-11

		
$******

				
******


	
25

		
01-May 10

		
04-April-11

		
$******

				
******


	
26

		
01-May 10

		
04-April-11

		
$******

				
******


	
27

		
01-May 10

		
04-April-11

		
$******

				
******


	
28

		
01-May 10

		
04-April-11

		
$******

				
******


	
29

		
01-May 10

		
04-April-11

		
$******

				
******


	
30

		
01-May 10

		
04-April-11

		
$******

				
******


	
31

		
01-May 10

		
04-April-11

		
$******

				
******


	
32

		
01-May 10

		
04-April-11

		
$******

				
******


	
33*

		
01-May 10

		
04-April-11

		
$******

				
******


	
34

		
16-Dec 10

		
04-April-11

		
$******

				
******


	
35

		
16-Dec 10

		
04-April-11

		
$******

				
******







*Represents virtual spare aircraft.

****** [CONFIDENTAIL MATERIAL OMITTED AND FILED SPEARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]