fexhibit1029c.htm


    
      
        

      


      


      Exhibit
10.29(c)

      Third
Amendment to the Second Amended and Restated

      Capacity
Purchase Agreement

      


      This
third amendment (this “Amendment”) to that certain Second Amended and Restated
Capacity Purchase Agreement among Continental Airlines, Inc. (“Continental”),
ExpressJet Holdings, Inc. (“Holdings”), XJT Holdings, Inc. (“XJT”) and
ExpressJet Airlines, Inc. (“ExpressJet” and, collectively with Holdings and XJT,
“Contractor”) dated as of June 5, 2008, as previously amended by the parties
(the “Agreement”) is entered into this 22nd day
of December, 2009 by and between Continental and Contractor.  Except
as otherwise specified herein, capitalized terms shall have the meanings
ascribed in the Agreement.

      


      WHEREAS, Contractor desires to
sublease from Continental eight (8) Embraer 145 aircraft, that are currently
Covered Aircraft, as Uncovered Aircraft in order to assist with Contractor’s
fleet needs for the provision of services to United Air Lines under a capacity
purchase agreement and in Contractor’s charter operations; and

      


      WHEREAS, Continental is
willing to sublease such aircraft as Uncovered Aircraft, in accordance with the
terms set forth herein; and

      


      WHEREAS, the parties desire to
amend certain provisions of the Agreement related to or impacted by the
conversion of such aircraft from Covered Aircraft to Uncovered
Aircraft;

      


      NOW THEREFORE, in
consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree to amend the Agreement as follows:

      


      Section
1.   Section 2.04(b) is deleted in its entirety and replaced with
the following:

      


      “(b)           Revenue-Risk
Aircraft.  Contractor previously operated 13 Original Aircraft
pursuant to the terms and conditions of the Delta Pro-Rate Agreement (“Delta Pro-Rate
Aircraft”), 46 Original Aircraft under its own brand through scheduled
service under the “ExpressJet Airlines” brand and also through charter
operations (“Branded
Aircraft”), and will operate 8 Original Aircraft either pursuant to the
terms and conditions of the United CPA or as Branded Aircraft (“Additional Uncovered
Aircraft”), such Delta Pro-Rate Aircraft, Branded Aircraft, and
Additional Uncovered Aircraft (and, in the case of Additional Uncovered
Aircraft, the associated engines) being identified in Section C of Schedule 1 hereto
(collectively, the “Revenue Risk
Aircraft”).

      


      (i) Contractor
returned 29 of the Revenue-Risk Aircraft to Continental on or prior to December
1, 2008.

      


      (ii) The
parties acknowledge that the 30 Revenue-Risk Aircraft identified as “Retained"
in the tables in Section C of Schedule 1 hereto
captioned “Delta Prorate Aircraft” and “Branded Aircraft” (the “Retained Aircraft”)
shall be retained by Contractor as Uncovered Aircraft until the seventh
anniversary of the Effective Date, on which date, subject to the provisions of
Section 8.05,
Contractor shall deliver possession of such Retained Aircraft to Continental (or
its designee) in accordance with the provisions of Section
2.08.  Contemporaneously with the execution of this Agreement,
the Basic Rent payable under each Uncovered Aircraft Sublease related to a
Retained Aircraft shall be reduced by 50 percent for such seven year
period.

      


       

      Terms Relating to Additional
Uncovered Aircraft

       

      


      Basic
Rent

      Notwithstanding
the terms of the relevant Uncovered Aircraft Sublease and Schedule 2 hereto, the
Basic Rent payable under each Uncovered Aircraft Sublease for Additional
Uncovered Aircraft will be the following. The Basic Rent will be $[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] per Additional Uncovered Aircraft per
month, through the period ending at the end of the month in which the total
number of aircraft months for the Uncovered Aircraft Subleases (measured in the
aggregate for all Additional Uncovered Aircraft) equals two hundred forty (240)
(the “Baseline
Date”).  (For purposes of calculating the Baseline Date, if any
partial month in which an Uncovered Aircraft Sublease commences on or before the
15th of
the month, then such month shall count as a full aircraft month, and, if any
partial month in which an Uncovered Aircraft Sublease commences after the
15th of
the month, then such month shall not count as any portion of an aircraft
month.)  During the month in which the Baseline Date is reached, the
Basic Rent will be $[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] per Additional Uncovered Aircraft per
month for each aircraft month in excess of two hundred forty (240) accrued
during such month.  For eighteen months after the Baseline Date, the
Basic Rent will be $[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] per Additional Uncovered Aircraft per
month.  For the nineteenth month after the Baseline Date and for so
long thereafter as such Uncovered Aircraft Sublease is in effect, the Basic Rent
will be $[CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] per Additional
Uncovered Aircraft per month.  Contractor shall provide reasonable
documentation and access to Contractor’s maintenance records so that Continental
may substantiate all charges, maintenance events, operational statistics and
expenses reimbursable hereunder.  The Basic Rent for partial months
will be pro-rated based on the number of calendar days in such
month.  Notwithstanding the payment terms for Basic Rent set forth in
the applicable Uncovered Aircraft Sublease, payment of Basic Rent for the
Additional Uncovered Aircraft for each month will be made on the first Business
Day of such month, or the first Business Day of the term of each applicable
Uncovered Aircraft Sublease, if such Uncovered Aircraft Sublease term commences
after the first Business Day of any month.

      


      Landing
Gear Charge

      In
addition to the Basic Rent and engine LLP charges set forth below, Contractor
shall also pay to Continental a charge of $[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] for every aircraft cycle flown after
the sublease term commencement by the Additional Uncovered Aircraft for so long
as each Additional Uncovered Aircraft remains an Additional Uncovered Aircraft
as compensation for the consumption of landing gear useful life between
overhauls, including the consumption of the useful life of landing gear LLP.
These charges are non-refundable and are not in any way predicated or contingent
upon the performance of any landing gear maintenance, overhaul or parts
replacement.  Such payment shall be made on the 15th day of the month
following the month of operation (or if such day is not a Business Day, the next
Business Day).  If Contractor incurs out-of-pocket expenses for the
scheduled overhaul of landing gear, including landing gear LLP replacement
expenses (excluding removal and installation expenses and otherwise consistent
with Section
B4(a)(viii) of Schedule 3) for
landing gear removed from such Uncovered Aircraft, then Continental shall
reimburse Contractor for such expenses, within 30 days of Contractor’s
presentation to Continental of an invoice along with evidence that Contractor
has paid all applicable third parties for such material and
services.  Contractor shall, in a manner consistent with industry best
practices, prolong the life of landing gear assemblies as long as possible
before removing for scheduled maintenance.

      


      Engine
LLP Charge

      In
addition to the Basic Rent and landing gear charges set forth above, Contractor
shall also pay to Continental a charge of $[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] for every aircraft cycle flown after
the Uncovered Aircraft Sublease term commencement by the Additional Uncovered
Aircraft for so long as each Additional Uncovered Aircraft remains an
Additional Uncovered Aircraft as compensation for the consumption of the useful
life of engine LLP.  It being acknowledged that, as of December 22,
2009, Contractor is providing [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] spare engines either owned or leased
outside of any Covered Aircraft Sublease or Uncovered Aircraft Sublease (“Spare
Engines”), Contractor and Continental agree to reduce the above rate of $[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] to $[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] for the term and any extension
thereof of the Additional Uncovered Aircraft subleases for so long as Contractor
continues to provide at least [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] Spare Engines.  To the
extent that the number of Spare Engines become less than [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] (whether or not periodically
unserviceable in the ordinary course of business), the rate of $[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] will be increased by $[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] for each such Spare Engine up to a
maximum rate of $[CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. These
charges are non-refundable and are not in any way predicated or contingent upon
the replacement of any engine LLP.  Such payment shall be made on the
15th day of the month following the month of operation (or if such day is not a
Business Day, the next Business Day).  

       

      Engine
LLP Program

      If the
Engine Maintenance Agreement is amended to provide coverage for LLP replacement
in exchange for a charge per cycle (or a similar arrangement) (an “LLP Program”) and the
engines associated with the Additional Uncovered Aircraft pursuant to the
applicable Uncovered Aircraft Sublease are included within the scope of such LLP
Program, then, upon the commencement of such LLP Program and thereafter, for so
long as such engines remain within the scope of an LLP Program, Contractor shall
be relieved of its obligation to pay the engine LLP charge described above,
conditioned upon Contractor making payment to the maintenance provider of the
LLP Program services, for all charges payable under such LLP Program relating to
the cycles (or other operable parameter that may be the basis for payment under
such LLP Program).  Without limiting Contractor’s right to decide
whether or not the engines associated with the Additional Uncovered Aircraft are
included within the scope of an LLP Program, Contractor shall keep the engines
associated with the Additional Uncovered Aircraft within the scope of the Engine
Maintenance Agreement (excluding any provisions related to such LLP Program),
unless otherwise agreed by Continental.

      


      Engine
LLP Replacement Expenses

      If
Contractor incurs out-of-pocket engine LLP replacement expenses for the cycle
limit driven replacement of LLP for engines associated under the applicable
Uncovered Aircraft Sublease with the Additional Uncovered Aircraft, (consistent
with Section
B4(a)(ix) of Schedule 3), then
Continental shall reimburse Contractor for such expenses, within 30 days of
Contractor’s presentation to Continental of an invoice along with evidence that
Contractor has paid all applicable third parties for such material and
services.  Contractor shall, in a manner consistent with industry best
practices, prolong the life of engine LLP as long as possible before
replacement.

      


      Uncovered
Aircraft Sublease Term Commencement

      The term of each Uncovered Aircraft
Sublease for the Additional Uncovered Aircraft will commence on the later of the
(i) date that such aircraft is released from its status as a Covered Aircraft
and no longer providing Regional Airline Services, or (ii) date set forth in the
following schedule:  (a) December 29, 2009 for the first two
Additional Uncovered Aircraft, (b) January 5, 2010 for the third, fourth, fifth
and sixth Additional Uncovered Aircraft and (c) April 6, 2010 for the seventh
and eighth Additional Uncovered Aircraft.  Upon transition of such
aircraft from Covered Aircraft to Additional Uncovered Aircraft, such aircraft
shall be fully fueled at Continental’s expense and Contractor shall deliver to
Continental a delivery receipt, including a description of operational and
maintenance history, in a form reasonably acceptable to
Continental.

      


      Uncovered
Aircraft Sublease Term Duration

      The
average term of all of the Uncovered Aircraft Subleases for the Additional
Uncovered Aircraft will be thirty (30) months from May 1, 2010, provided that the minimum
term for any such Uncovered Aircraft Sublease is twenty-four (24) months from
May 1, 2010, and provided
further that if the thirty (30) month average term described above for
such Uncovered Aircraft Subleases is less than the average term of all the
aircraft operated by Contractor pursuant to the United CPA, then, upon
Continental’s election, the term of one or more of such Uncovered Aircraft
Subleases for the Additional Uncovered CPA Aircraft will be extended such that
the average term (measured from May 1, 2010) of all the Uncovered Aircraft
Subleases for Additional Uncovered Aircraft equals the average initial term for
all of the aircraft operated by Contractor pursuant to the United
CPA.  If United elects to extend the term of the United CPA, then
Contractor shall immediately notify Continental of such election in
writing.

       
 

      Each time
that United extends the term of the United CPA Continental may extend the term
of one or more of the Uncovered Aircraft Subleases for Additional Uncovered
Aircraft for the term of such extension (but not beyond April 30, 2015), but not
more than the number of Uncovered Aircraft Subleases that would cause the total
number of Uncovered Aircraft Sublease terms extended (including any extension
options exercised by Contractor as provided below) to exceed one Additional
Uncovered Aircraft Sublease for every two aircraft covered by such extension of
the United CPA.  Within twenty (20) days of notice by Contractor to
Continental that United has elected to extend the United CPA, Continental shall
provide notice to Contractor identifying the particular Uncovered Aircraft
Subleases that Continental elects to extend, if any, as described
above.

      Each time
that United extends the term of the United CPA, provided that Continental is
given notice of such election no less than six (6) months prior to the effective
date of such extension, Contractor may extend the term of one or more the
Uncovered Aircraft Subleases for Additional Uncovered Aircraft for the term of
such extension (but not beyond April 30, 2015), but not more than the number of
Uncovered Aircraft Subleases that would cause the total number of Uncovered
Aircraft Sublease terms extended (including any extension options exercised by
Continental as provided above) to exceed one Additional Uncovered Aircraft
Sublease for every two aircraft covered by such extension of the United
CPA.  Within twenty (20) days of notice by Contractor to Continental
that United has elected to extend the United CPA, Contractor shall provide
notice to Continental of the number of Uncovered Aircraft Subleases that
Contractor wishes to extend.  Continental shall select the particular
Additional Uncovered Aircraft for which the Uncovered Aircraft Sublease(s) will
be extended.

      


      Return
of Additional Uncovered Aircraft

      Upon
expiration of each such Uncovered Aircraft Sublease for the Additional Uncovered
Aircraft, Contractor shall comply with the provisions of Section 2.08 and
10.01 related
to return of Uncovered Aircraft and return such aircraft fully
fueled.  Contractor may not operate any Uncovered Aircraft in
commercial service, whether scheduled or otherwise, if such aircraft are in any
livery that incorporates Continental Marks.

      


      Contractor
Representations Regarding the United CPA

      Contractor warrants and represents that
(a) of the twenty-two (22) aircraft to be operated  by Contractor
pursuant to the United CPA (i) the term of 11 of such aircraft is not less than
twenty-four (24) months, and (ii) the term of the other eleven (11) aircraft is
not less than thirty-six (36) months   (b) Contractor will
immediately notify Continental of any notice provided by United related to any
extension of the term of the United CPA, (c) Contractor will promptly provide
notice of any change to the notice provisions of the United CPA relating to the
term thereof, and (d) Contractor will provide a true and correct representation
with respect to the term of the United CPA and any extension
options.

       

      


       

      Section
2.                      Section
2.08 is amended by changing the reference to “Section 2.04” in the
32nd line
of the section, so that it reads in relevant part:

       

      


       

      “...except
those Uncovered Aircraft being returned to Continental under Section 2.04(a) or
2.04(b)(i)....”

       

      


       

      Section
3.                      Section
3.03 is amended by adding the following to the end of the section:

       

      


       

      “Notwithstanding
any provision of this Agreement to the contrary, Continental will not be
responsible for reimbursement of additional Contractor expenses, to the extent
that such additional expenses increase due to the impact of the operations of
the Additional Uncovered Aircraft.”

       

      


       

      Section
4.                      Section
10.01 is deleted in its entirety and replaced with the following:

       

      “Section
10.01                                           Conversion of Covered Aircraft
Livery.  Without limiting Contractor’s obligations in respect
of any return conditions under any Covered Aircraft Sublease or Uncovered
Aircraft Sublease, for each Delta CPA or Revenue Risk Aircraft, at such time as
such aircraft is returned to Continental, if such aircraft is not already
prepared in the livery required by Paragraph 8 of Exhibit G and not already
configured in the same manner such aircraft was configured at the time of its
withdrawal from the capacity purchase provisions of the Existing CPA prior to
becoming a Delta CPA or Revenue Risk Aircraft, as applicable (including the
removal of all items installed in connection with XM radio, in-seat power or any
other such additions to the aircraft), then Contractor shall cause each such
aircraft to be prepared in such livery and be configured (including, without
limitation, the seating and interior configuration) in the same manner such
aircraft was configured at the time of its withdrawal from the capacity purchase
provisions of the Existing CPA prior to becoming a Delta CPA or Revenue Risk
Aircraft, as applicable (including the removal of all items installed in
connection with XM radio, in-seat power or any other such additions to the
aircraft), prior to its being placed into such service, and provide all
documentation required by applicable FARs relating to such
reconfiguration.  Contractor shall be responsible for all costs
related to such preparation and reconfiguration.”

       

      Section
5.                      The
following definition of “Additional Uncovered Aircraft” is added to Exhibit
A:

      


      “Additional Uncovered Aircraft
– is defined in Section
2.04(b).”  

      


      Section
6.                      The
following definition of “Baseline Date” is added to Exhibit A:

      


      “Baseline Date – is defined
in Section
2.04(b)(ii).”

      


      Section
7.                      The
definition of “Basic Rent” is deleted in its entirety from Exhibit A and
replaced with the following:

      


      “Basic Rent – is defined, with
respect to any Covered Aircraft, in the Covered Aircraft Sublease for such
Covered Aircraft and, with respect to any Uncovered Aircraft, other than the
Additional Uncovered Aircraft, in the Uncovered Aircraft Sublease for such
Uncovered Aircraft as modified by Section 2.04(b)(ii) and Schedule 2 hereto,
and, in the case of each Additional Uncovered Aircraft, for so long as such
Additional Uncovered Aircraft remains an Additional Uncovered Aircraft pursuant
to the terms of this Agreement, in Section 2.04(b)(ii).”

      


      Section
8.                                The
following definition of “LLP Program” is added to Exhibit A:

      


      “LLP Program” – is defined in
Section
2.04(b)(ii).

      


      Section
9.                      The
following definition of “United” is added to Exhibit A:

      


      “United – means United Air
Lines, Inc., a Delaware corporation, and its successors and
assigns.”

      


      Section
10.                                The
following definition of “United CPA” is added to Exhibit A:

      


      “United CPA – means the
capacity purchase agreement to be entered into by and among Contactor and
United, the general terms of which are described in Contractor’s third quarter
of 2009 10Q as filed with the Securities and Exchange Commission on November 16,
2009, and as same may be extended pursuant to the terms thereof.”

      


      Section
11.                                Schedule
1 is deleted in its entirety and replaced with the attached restated Schedule
1.

       
 

      Section
11.                                Appendix
1 to Schedule 3 is amended by deleting the definition of “Baseline Monthly Block
Hours” in its entirety and replacing it with the following:

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      “’Baseline Monthly Block Hours’
means the following number of block hours for each calendar month set forth
below:

      


      For
December,
2009:                                                     [XXX]

      For
January,
2010:                                                
        [XXX]

      For
February,
2010:                                                      [XXX]

      For
March,
2010:                                                      
   [XXX]

      


      Following
March, 2010,

      For each
April:                                                          
   [XXX]

      For each
May:                                                             
 [XXX]

      For each
June:                                                  
           [XXX]

      For each
July:                                                              [XXX]

      For each
August:                                                      
  [XXX]

      For each
September:                                                  [XXX]

      For each
October:                                                      [XXX]

      For each
November:                                                  [XXX]

      For each
December:                                                  [XXX]

      For each
January:                                                      
[XXX]

      For each
February:                                                     [XXX]

      For each
March:                                                        
[XXX]”

      


      Except as
expressly amended in this Amendment, the Agreement remains in full force and
effect.

      


      [“XXX”
REPRESENTS CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      IN
WITNESS WHEREOF, Continental, Holdings, XJT and ExpressJet have caused this
Amendment to be executed in duplicate (each of which duplicates are deemed to be
an original) by their duly authorized representatives as of the date first set
forth above.

      


      EXPRESSJET
HOLDINGS,
INC.                                         CONTINENTAL
AIRLINES, INC.

      


      


      


      By:  __/s/ Chuck
Coble___________                                 By:  __/s/ Zane
Rowe_______________

      


      Name:
Chuck
Coble                                                            
   Name:  Zane
Rowe

      Title:  Vice
President Field
Services,                                  
Title:  Executive Vice President &

      Purchasing
and Corporate Real
Estate                                  Chief
Financial Officer

      


      XJT
HOLDINGS, INC.

      


      


      


      By:  __/s/ Chuck
Coble___________

      


      Name:
Chuck Coble

      Title:
Vice President Field Services,

      Purchasing
and Corporate Real Estate

      


      EXPRESSJET
AIRLINES, INC.

      


      


      


      By:  __/s/ Chuck
Coble___________

      


      Name:
Chuck Coble

      Title:  Vice
President Field Services,

      Purchasing
and Corporate Real Estate


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
1

       

      
        	
                 
      

              	
                Section
      A

              


      

       

      
        	
                Covered
      Aircraft

              	
                Tail

              	
                US
      Reg

              	
                Retained

              
	
                1

              	
                925

              	
                N14925

              	 
      	 
      
	
                2

              	
                926

              	
                N15926

              	 
      	 
      
	
                3

              	
                927

              	
                N16927

              	 
      	 
      
	
                4

              	
                928

              	
                N17928

              	 
      	 
      
	
                5

              	
                929

              	
                N13929

              	 
      	 
      
	
                6

              	
                930

              	
                N14930

              	 
      	 
      
	
                7

              	
                932

              	
                N15932

              	 
      	 
      
	
                8

              	
                933

              	
                N14933

              	 
      	 
      
	
                9

              	
                934

              	
                N12934

              	 
      	 
      
	
                10

              	
                935

              	
                N13935

              	 
      	 
      
	
                11

              	
                936

              	
                N13936

              	 
      	 
      
	
                12

              	
                937

              	
                N14937

              	 
      	 
      
	
                13

              	
                938

              	
                N14938

              	 
      	 
      
	
                14

              	
                939

              	
                N14939

              	 
      	 
      
	
                15

              	
                940

              	
                N14940

              	 
      	 
      
	
                16

              	
                941

              	
                N15941

              	 
      	 
      
	
                17

              	
                942

              	
                N14942

              	 
      	 
      
	
                18

              	
                943

              	
                N14943

              	 
      	 
      
	
                19

              	
                944

              	
                N16944

              	 
      	 
      
	
                20

              	
                945

              	
                N14945

              	 
      	 
      
	
                21

              	
                946

              	
                N12946

              	 
      	 
      
	
                22

              	
                947

              	
                N14947

              	 
      	 
      
	
                23

              	
                948

              	
                N15948

              	 
      	 
      
	
                24

              	
                535

              	
                N11535

              	 
      	 
      
	
                25

              	
                536

              	
                N11536

              	 
      	 
      
	
                26

              	
                537

              	
                N21537

              	 
      	 
      
	
                27

              	
                538

              	
                N13538

              	 
      	 
      
	
                28

              	
                539

              	
                N11539

              	 
      	 
      
	
                29

              	
                540

              	
                N12540

              	 
      	 
      
	
                30

              	
                5411

              	
                N16541

              	 
      	 
      
	
                31

              	
                5421

              	
                N14542

              	 
      	 
      
	
                32

              	
                543

              	
                N14543

              	 
      	 
      
	
                33

              	
                545

              	
                N26545

              	 
      	 
      
	
                34

              	
                548

              	
                N11548

              	 
      	 
      
	
                35

              	
                549

              	
                N26549

              	 
      	 
      
	
                36

              	
                550

              	
                N13550

              	 
      	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                Aircraft

              	
                Tail

              	
                US
      Reg

              	
                Retained

              	 
      
	
                37

              	
                551

              	
                N11551

              	 
      	 
      
	
                38

              	
                552

              	
                N12552

              	 
      	 
      
	
                39

              	
                553

              	
                N13553

              	 
      
	
                40

              	
                554

              	
                N19554

              	 
      	 
      	 
      
	
                41

              	
                555

              	
                N15555

              	 
      	 
      	 
      
	
                42

              	
                556

              	
                N18556

              	 
      	 
      	 
      
	
                43

              	
                557

              	
                N18557

              	 
      	 
      	 
      
	
                44

              	
                558

              	
                N14558

              	 
      	 
      	 
      
	
                45

              	
                564

              	
                N12564

              	 
      	 
      	 
      
	
                46

              	
                565

              	
                N11565

              	 
      	 
      	 
      
	
                47

              	
                566

              	
                N13566

              	 
      	 
      	 
      
	
                48

              	
                567

              	
                N12567

              	 
      	 
      	 
      
	
                49

              	
                571

              	
                N16571

              	 
      	 
      	 
      
	
                50

              	
                572

              	
                N15572

              	 
      	 
      	 
      
	
                51

              	
                5731

              	
                N14573

              	 
      	 
      	 
      
	
                52

              	
                5741

              	
                N15574

              	 
      	 
      	 
      
	
                53

              	
                900

              	
                N12900

              	 
      	 
      	 
      
	
                54

              	
                901

              	
                N48901

              	 
      	 
      	 
      
	
                55

              	
                902

              	
                N14902

              	 
      	 
      	 
      
	
                56

              	
                903

              	
                N13903

              	 
      	 
      	 
      
	
                57

              	
                904

              	
                N14904

              	 
      	 
      	 
      
	
                58

              	
                905

              	
                N14905

              	 
      	 
      	 
      
	
                59

              	
                906

              	
                N22906

              	 
      	 
      	 
      
	
                60

              	
                910

              	
                N15910

              	 
      	 
      	 
      
	
                61

              	
                911

              	
                N16911

              	 
      	 
      	 
      
	
                62

              	
                912

              	
                N15912

              	 
      	 
      	 
      
	
                63

              	
                913

              	
                N13913

              	 
      	 
      	 
      
	
                64

              	
                914

              	
                N13914

              	 
      	 
      	 
      
	
                65

              	
                915

              	
                N36915

              	 
      	 
      	 
      
	
                66

              	
                916

              	
                N14916

              	 
      	 
      	 
      
	
                67

              	
                917

              	
                N29917

              	 
      	 
      	 
      
	
                68

              	
                918

              	
                N16918

              	 
      	 
      	 
      
	
                69

              	
                919

              	
                N16919

              	 
      	 
      	 
      
	
                70

              	
                9201

              	
                N14920

              	 
      	 
      	 
      
	
                71

              	
                921

              	
                N12921

              	 
      	 
      	 
      
	
                72

              	
                922

              	
                N12922

              	 
      	 
      	 
      
	
                73

              	
                9231

              	
                N14923

              	 
      	 
      	 
      
	
                74

              	
                9241

              	
                N12924

              	 
      	 
      	 
      
	
                75

              	
                949

              	
                N13949

              	 
      	 
      	 
      
	
                76

              	
                950

              	
                N14950

              	 
      	 
      	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                Aircraft

              	
                Tail

              	
                US
      Reg

              	
                Retained

              	 
      
	
                77

              	
                951

              	
                N16951

              	 
      	 
      
	
                78

              	
                952

              	
                N14952

              	 
      	 
      
	
                79

              	
                953

              	
                N14953

              	 
      	 
      
	
                80

              	
                954

              	
                N16954

              	 
      	 
      
	
                81

              	
                955

              	
                N13955

              	 
      	 
      
	
                82

              	
                956

              	
                N13956

              	 
      	 
      
	
                83

              	
                957

              	
                N12957

              	 
      	 
      
	
                84

              	
                958

              	
                N13958

              	 
      	 
      
	
                85

              	
                959

              	
                N14959

              	 
      	 
      
	
                86

              	
                960

              	
                N14960

              	 
      	 
      
	
                87

              	
                961

              	
                N16961

              	 
      	 
      
	
                88

              	
                962

              	
                N27962

              	 
      	 
      
	
                89

              	
                963

              	
                N16963

              	 
      	 
      
	
                90

              	
                964

              	
                N13964

              	 
      	 
      
	
                91

              	
                965

              	
                N13965

              	 
      	 
      
	
                92

              	
                966

              	
                N19966

              	 
      	 
      
	
                93

              	
                967

              	
                N12967

              	 
      	 
      
	
                94

              	
                968

              	
                N13968

              	 
      	 
      
	
                95

              	
                969

              	
                N13969

              	 
      	 
      
	
                96

              	
                970

              	
                N13970

              	 
      	 
      
	
                97

              	
                971

              	
                N22971

              	 
      	 
      
	
                98

              	
                972

              	
                N14972

              	 
      	 
      
	
                99

              	
                973

              	
                N15973

              	 
      	 
      
	
                100

              	
                974

              	
                N14974

              	 
      	 
      
	
                101

              	
                975

              	
                N13975

              	 
      	 
      
	
                102

              	
                976

              	
                N16976

              	 
      	 
      
	
                103

              	
                977

              	
                N14977

              	 
      	 
      
	
                104

              	
                978

              	
                N13978

              	 
      	 
      
	
                105

              	
                979

              	
                N13979

              	 
      	 
      
	
                106

              	
                980

              	
                N15980

              	 
      	 
      
	
                107

              	
                981

              	
                N16981

              	 
      	 
      
	
                108

              	
                982

              	
                N18982

              	 
      	 
      
	
                109

              	
                983

              	
                N15983

              	 
      	 
      
	
                110

              	
                984

              	
                N17984

              	 
      	 
      
	
                111

              	
                985

              	
                N15985

              	 
      	 
      
	
                112

              	
                986

              	
                N15986

              	 
      	 
      
	
                113

              	
                987

              	
                N16987

              	 
      	 
      
	
                114

              	
                988

              	
                N13988

              	 
      	 
      
	
                115

              	
                989

              	
                N13989

              	 
      	 
      
	
                116

              	
                990

              	
                N13990

              	 
      	 
      
	
                117

              	
                991

              	
                N14991

              	 
      	 
      
	
                Aircraft

              	
                Tail

              	
                US
      Reg

              	
                Retained

              	 
      
	
                118

              	
                992

              	
                N13992

              	 
      	 
      
	
                119

              	
                993

              	
                N14993

              	 
      	 
      
	
                120

              	
                994

              	
                N13994

              	 
      	 
      
	
                121

              	
                995

              	
                N13995

              	 
      	 
      
	
                122

              	
                996

              	
                N12996

              	 
      	 
      
	
                123

              	
                997

              	
                N13997

              	 
      	 
      
	
                124

              	
                998

              	
                N14998

              	 
      	 
      
	
                125

              	
                9991

              	
                N16999

              	 
      	 
      
	
                126

              	
                101

              	
                N18101

              	 
      	 
      
	
                127

              	
                102

              	
                N18102

              	 
      	 
      
	
                128

              	
                103

              	
                N24103

              	 
      	 
      
	
                129

              	
                104

              	
                N41104

              	 
      	 
      
	
                130

              	
                105

              	
                N14105

              	 
      	 
      
	
                131

              	
                106

              	
                N11106

              	 
      	 
      
	
                132

              	
                107

              	
                N11107

              	 
      	 
      
	
                133

              	
                108

              	
                N17108

              	 
      	 
      
	
                134

              	
                109

              	
                N11109

              	 
      	 
      
	
                135

              	
                110

              	
                N34110

              	 
      	 
      
	
                136

              	
                111

              	
                N34111

              	 
      	 
      
	
                137

              	
                112

              	
                N16112

              	 
      	 
      
	
                138

              	
                113

              	
                N11113

              	 
      	 
      
	
                139

              	
                114

              	
                N18114

              	 
      	 
      
	
                140

              	
                115

              	
                N17115

              	 
      	 
      
	
                141

              	
                116

              	
                N14116

              	 
      	 
      
	
                142

              	
                117

              	
                N14117

              	 
      	 
      
	
                143

              	
                118

              	
                N13118

              	 
      	 
      
	
                144

              	
                119

              	
                N11119

              	 
      	 
      
	
                145

              	
                120

              	
                N18120

              	 
      	 
      
	
                146

              	
                121

              	
                N11121

              	 
      	 
      
	
                147

              	
                122

              	
                N12122

              	 
      	 
      
	
                148

              	
                123

              	
                N13123

              	 
      	 
      
	
                149

              	
                124

              	
                N13124

              	 
      	 
      
	
                150

              	
                125

              	
                N14125

              	 
      	 
      
	
                151

              	
                126

              	
                N12126

              	 
      	 
      
	
                152

              	
                127

              	
                N11127

              	 
      	 
      
	
                153

              	
                128

              	
                N24128

              	 
      	 
      
	
                154

              	
                129

              	
                N21129

              	 
      	 
      
	
                155

              	
                130

              	
                N21130

              	 
      	 
      
	
                156

              	
                131

              	
                N31131

              	 
      	 
      
	
                157

              	
                132

              	
                N13132

              	 
      	 
      
	
                158

              	
                133

              	
                N13133

              	 
      	 
      
	
                Aircraft

              	
                Tail

              	
                US
      Reg

              	
                Retained

              	 
      
	
                159

              	
                134

              	
                N25134

              	 
      	 
      
	
                160

              	
                135

              	
                N12135

              	 
      	 
      
	
                161

              	
                136

              	
                N12136

              	 
      	 
      
	
                162

              	
                137

              	
                N11137

              	 
      	 
      
	
                163

              	
                138

              	
                N17138

              	 
      	 
      
	
                164

              	
                139

              	
                N23139

              	 
      	 
      
	
                165

              	
                140

              	
                N11140

              	 
      	 
      
	
                166

              	
                141

              	
                N26141

              	 
      	 
      
	
                167

              	
                142

              	
                N12142

              	 
      	 
      	 
      
	
                168

              	
                143

              	
                N14143

              	 
      	 
      	 
      
	
                169

              	
                144

              	
                N21144

              	 
      
	
                170

              	
                145

              	
                N12145

              	 
      
	
                171

              	
                146

              	
                N17146

              	 
      
	
                172

              	
                147

              	
                N16147

              	 
      
	
                173

              	
                148

              	
                N14148

              	 
      
	
                174

              	
                149

              	
                N16149

              	 
      
	
                175

              	
                150

              	
                N11150

              	 
      
	
                176

              	
                151

              	
                N16151

              	 
      
	
                177

              	
                152

              	
                N27152

              	 
      
	
                178

              	
                153

              	
                N14153

              	 
      
	
                179

              	
                154

              	
                N21154

              	 
      
	
                180

              	
                155

              	
                N11155

              	 
      
	
                181

              	
                156

              	
                N10156

              	 
      
	
                182

              	
                157

              	
                N12157

              	 
      
	
                183

              	
                158

              	
                N14158

              	 
      
	
                184

              	
                159

              	
                N17159

              	 
      
	
                185

              	
                160

              	
                N12160

              	 
      
	
                186

              	
                161

              	
                N13161

              	 
      
	
                187

              	
                162

              	
                N14162

              	 
      
	
                188

              	
                171

              	
                N14171

              	 
      
	
                189

              	
                172

              	
                N12172

              	 
      
	
                190

              	
                176

              	
                N11176

              	 
      
	
                191

              	
                177

              	
                N14177

              	 
      
	
                192

              	
                179

              	
                N14179

              	 
      
	
                193

              	
                180

              	
                N14180

              	 
      
	
                194

              	
                181

              	
                N11181

              	 
      
	
                195

              	
                182

              	
                N33182

              	 
      
	
                196

              	
                183

              	
                N16183

              	 
      
	
                197

              	
                184

              	
                N11184

              	 
      
	
                198

              	
                188

              	
                N14188

              	 
      
	
                199

              	
                189

              	
                N11189

              	 
      
	
                Aircraft

              	
                Tail

              	
                US
      Reg

              	
                Retained

              
	
                200

              	
                190

              	
                N27190

              	 
      
	
                201

              	
                191

              	
                N11191

              	 
      
	
                202

              	
                192

              	
                N11192

              	 
      
	
                203

              	
                193

              	
                N11193

              	 
      
	
                204

              	
                194

              	
                N11194

              	 
      
	
                205

              	
                195

              	
                N12195

              	 
      
	
                206

              	
                196

              	
                N17196

              	 
      
	
                207

              	
                197

              	
                N21197

              	 
      
	
                208

              	
                198

              	
                N14198

              	 
      
	
                209

              	
                199

              	
                N11199

              	 
      
	
                210

              	
                200

              	
                N27200

              	 
      
	
                211

              	
                201

              	
                N12201

              	 
      
	
                212

              	
                202

              	
                N13202

              	 
      
	
                213

              	
                203

              	
                N14203

              	 
      
	
                214

              	
                204

              	
                N14204

              	 
      
	
                215

              	
                501*

              	
                N16501

              	 
      
	
                216

              	
                502*

              	
                N16502

              	 
      
	
                217

              	
                503*

              	
                N19503

              	 
      
	
                218

              	
                504*

              	
                N25504

              	 
      
	
                219

              	
                505*

              	
                N14505

              	 
      
	
                220

              	
                506*

              	
                N27506

              	 
      
	
                221

              	
                507*

              	
                N17507

              	 
      
	
                222

              	
                508*

              	
                N14508

              	 
      
	
                223

              	
                509*

              	
                N15509

              	 
      
	
                224

              	
                510*

              	
                N16510

              	 
      
	
                225

              	
                511*

              	
                N16511

              	 
      
	
                226

              	
                512*

              	
                N27512

              	 
      
	
                227

              	
                513*

              	
                N17513

              	 
      
	
                228

              	
                514*

              	
                N14514

              	 
      
	
                229

              	
                515*

              	
                N29515

              	 
      
	
                230

              	
                516*

              	
                N14516

              	 
      
	
                231

              	
                517*

              	
                N24517

              	 
      
	
                232

              	
                518*

              	
                N28518

              	 
      
	
                233

              	
                519*

              	
                N12519

              	 
      
	
                234

              	
                520*

              	
                N16520

              	 
      
	
                235

              	
                521*

              	
                N17521

              	 
      
	
                236

              	
                522*

              	
                N14522

              	 
      
	
                237

              	
                523*

              	
                N27523

              	 
      
	
                238

              	
                524*

              	
                N17524

              	 
      
	
                239

              	
                525**

              	
                N16525

              	 
      
	
                240

              	
                526*

              	
                N11526

              	 
      
	
                Aircraft

              	
                Tail

              	
                US
      Reg

              	
                Retained

              
	
                241

              	
                527*

              	
                N15527

              	 
      
	
                242

              	
                528*

              	
                N12528

              	 
      
	
                243

              	
                529*

              	
                N28529

              	 
      
	
                244

              	
                530*

              	
                N12530

              	 
      
	 
      	 
      	 
      	 
      


      

      


       

      
        	
                *  

              	
                withdrawn
      Covered Aircraft pursuant to Section 2.05 and Continental’s notification
      to ExpressJet on September 5th,
2008

              


      

      
        	
                 
      

              	
                **

              	
                withdrawn
      Covered Aircraft pursuant to Section 2.05 and Continental’s notification
      to ExpressJet on September 9th,
2008

              


      

      1 Will
transition to Additional Uncovered Aircraft in accordance with Section 2.04 (b)
(ii)

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      
        	
                 
      

              	
                Section
      B

              


      

       

      
        	
                 
      

              	
                Delta CPA
      Aircraft

              


      

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      
        	
                 
      

              	
                Section
      C

              


      

       

      
        	
                 
      

              	
                Revenue Risk
      Aircraft

              


      

       

      
        	
                 
      

              	
                Delta-Prorate
      Aircraft

              


      

       

      
        	
                Aircraft

              	
                Tail

              	
                US
      Reg

              	
                Retained

                 

              
	
                1

              	
                165

              	
                N11165

              	
                X

              
	
                2

              	
                167

              	
                N12167

              	
                X

              
	
                3

              	
                168

              	
                N14168

              	
                X

              
	
                4

              	
                169

              	
                N17169

              	
                X

              
	
                5

              	
                170

              	
                N16170

              	
                X

              
	
                6

              	
                173

              	
                N14173

              	
                X

              
	
                7

              	
                175

              	
                N12175

              	
                X

              
	
                8

              	
                569

              	
                N12569

              	
                X

              
	
                9

              	
                570

              	
                N14570

              	
                X

              
	
                10

              	
                575

              	
                N11575

              	
                X

              
	
                11

              	
                907

              	
                N14907

              	
                X

              
	
                12

              	
                908

              	
                N13908

              	
                X

              
	
                13

              	
                909

              	
                N22909

              	
                X

              


      

      


       

      
        	
                 
      

              	
                Branded
      Aircraft

              


      

       

      
        	
                Aircraft

              	
                Tail

              	
                US
      Reg

              	
                Retained

                 

              
	
                1

              	
                163

              	
                N12163

              	
                X

              
	
                2

              	
                164

              	
                N11164

              	
                X

              
	
                3

              	
                166

              	
                N12166

              	
                X

              
	
                4

              	
                174

              	
                N14174

              	
                X

              
	
                5

              	
                178

              	
                N16178

              	
                X

              
	
                6

              	
                185

              	
                N17185

              	
                X

              
	
                7

              	
                186

              	
                N14186

              	
                X

              
	
                8

              	
                187

              	
                N11187

              	
                X

              
	
                9

              	
                544

              	
                N11544

              	
                X

              
	
                10

              	
                546

              	
                N16546

              	
                X

              
	
                11

              	
                547

              	
                N11547

              	
                X

              
	
                12

              	
                559

              	
                N16559

              	
                X

              
	
                13

              	
                560

              	
                N17560

              	
                X

              
	
                14

              	
                561

              	
                N16561

              	
                X

              
	
                15

              	
                562

              	
                N14562

              	
                X

              
	
                16

              	
                563

              	
                N12563

              	
                X

              
	
                17

              	
                568

              	
                N14568

              	
                X

              


      

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


       

      
        	
                 
      

              	
                Section
      C

              


      

       

      
        	
                 
      

              	
                Additional Uncovered
      Aircraft

              


      

       

      


       

      
        	
                Aircraft

              	
                Tail

              	
                US
      Reg

              	
                Retained

              	
                Associated
      Engines

              
	
                1

              	
                5411

              	
                N16541

              	 
      	
                312005,
      312010

              
	
                2

              	
                5421

              	
                N14542

              	 
      	
                312006,
      312009

              
	
                3

              	
                5731

              	
                N14573

              	 
      	
                312173,
      312215

              
	
                4

              	
                5741

              	
                N15574

              	 
      	
                312210,
      312211

              
	
                5

              	
                9201

              	
                N14920

              	 
      	
                311617,
      311678

              
	
                6

              	
                9231

              	
                N14923

              	 
      	
                311535,
      311537

              
	
                7

              	
                9241

              	
                N12924

              	 
      	
                311520,
      311521

              
	
                8

              	
                9991

              	
                N16999

              	 
      	
                311499,
      311511

              


      

       
 

       

      1 Will
transition to Additional Uncovered Aircraft in accordance with Section 2.04 (b)
(ii)