<PAGE>
                                                                    EXHIBIT 10.1


                              AMENDED AND RESTATED
                           CAPACITY PURCHASE AGREEMENT

                                      AMONG

                           CONTINENTAL AIRLINES, INC.,

                           EXPRESSJET HOLDINGS, INC.,

                               XJT HOLDINGS, INC.

                                       AND

                            EXPRESSJET AIRLINES, INC.






                          DATED AS OF APRIL [__], 2002





<PAGE>
                                TABLE OF CONTENTS


<Table>
<S>                                                                                                              <C>
                                                      ARTICLE I
                                                     DEFINITIONS


                                                     ARTICLE II
                                       CAPACITY PURCHASE, SCHEDULES AND FARES

Section 2.01      Capacity Purchase...............................................................................1
Section 2.02      Withdrawal of Regional Jet Aircraft from this Agreement.........................................2
Section 2.03      Withdrawal of Turboprop Aircraft from this Agreement............................................5
Section 2.04      Withdrawal of Engines...........................................................................6
Section 2.05      Embraer Option Aircraft.........................................................................7
Section 2.06      Flight-Related Revenues.........................................................................7

                                                     ARTICLE III
                                               CONTRACTOR COMPENSATION

Section 3.01      Base and Incentive Compensation.................................................................7
Section 3.02      Periodic Adjustment of Base and Incentive Compensation..........................................7
Section 3.03      Contractor Expenses.............................................................................8
Section 3.04      Continental Expenses............................................................................8
Section 3.05      Accounting Provisions and Audit.................................................................8
Section 3.06      Billing and Payment; Reconciliation.............................................................9

                                                     ARTICLE IV
                                CONTRACTOR OPERATIONS AND AGREEMENTS WITH CONTINENTAL

Section 4.01      Crews; Resource Allocation.....................................................................10
Section 4.02      Governmental Regulations.......................................................................11
Section 4.03      Quality of Service.............................................................................11
Section 4.04      Safety Matters.................................................................................12
Section 4.05      Turboprops.....................................................................................12
Section 4.06      Master Facility and Ground Handling Agreement..................................................13
Section 4.07      Codeshare Terms................................................................................13
Section 4.08      Administrative Support and Information Services Provisioning Agreement.........................13
Section 4.09      Fuel Purchasing Agreement......................................................................13
Section 4.10      Slots and Route Authorities....................................................................13
Section 4.11      Use of Continental Marks.......................................................................13
Section 4.12      Use of Contractor Marks........................................................................14
Section 4.13      Catering Standards.............................................................................14
Section 4.14      Ticket Handling Terms..........................................................................14
</Table>



                                       i




<PAGE>
<Table>
<S>                                                                                                              <C>
                                                      ARTICLE V
                                                FINANCING OF AIRCRAFT

Section 5.01      Financing of Firm and Option Aircraft..........................................................14
Section 5.02      No Financing of Other Aircraft.................................................................15
Section 5.03      Refinancing or Replacement of Uncovered Aircraft...............................................15
Section 5.04      Pre-Delivery Deposits..........................................................................16
Section 5.05      Lease of Owned Aircraft........................................................................16

                                                     ARTICLE VI
                                    EXCLUSIVITY AND CERTAIN RIGHTS OF CONTINENTAL

Section 6.01      Exclusivity; Use of Covered Aircraft...........................................................17
Section 6.02      Exclusive Arrangements at Hub Airports.........................................................17
Section 6.03      Most Favored Nations...........................................................................17
Section 6.04      Change of Control..............................................................................18

                                                     ARTICLE VII
                                                      INSURANCE

Section 7.01      Minimum Insurance Coverages....................................................................18
Section 7.02      Endorsements...................................................................................19
Section 7.03      Evidence of Insurance Coverage.................................................................19
Section 7.04      Insurance Through Combined Placement...........................................................20

                                                    ARTICLE VIII
                                                   INDEMNIFICATION

Section 8.01      Contractor Indemnification of Continental......................................................20
Section 8.02      Continental Indemnification of Contractor......................................................21
Section 8.03      Indemnification Claims.........................................................................21
Section 8.04      Employer's Liability; Independent Contractors; Waiver of Control...............................22
Section 8.05      Survival.......................................................................................23

                                                     ARTICLE IX
                                    TERM, TERMINATION AND DISPOSITION OF AIRCRAFT

Section 9.01      Base Term......................................................................................23
Section 9.02      Extension Terms................................................................................23
Section 9.03      Early Termination..............................................................................24
Section 9.04      Disposition of Aircraft during Wind-Down Period................................................25
Section 9.05      Other Remedies for Breach......................................................................32
</Table>



                                       ii
<PAGE>

<Table>
<S>                                                                                                              <C>
                                                      ARTICLE X
                                      REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 10.01     Representations, Warranties and Covenants of Holdings, XJT and ExpressJet......................34
Section 10.02     Representations and Warranties of Continental..................................................35

                                                     ARTICLE XI
                                                    MISCELLANEOUS

Section 11.01     Amendment of Certain Contracts.................................................................36
Section 11.02     Notices........................................................................................37
Section 11.03     Binding Effect; Assignment.....................................................................37
Section 11.04     Amendment and Modification.....................................................................37
Section 11.05     Waiver.........................................................................................37
Section 11.06     Interpretation.................................................................................38
Section 11.07     Confidentiality................................................................................38
Section 11.08     Arbitration....................................................................................39
Section 11.09     Counterparts...................................................................................41
Section 11.10     Severability...................................................................................41
Section 11.11     Equitable Remedies.............................................................................41
Section 11.12     Relationship of Parties........................................................................41
Section 11.13     Entire Agreement...............................................................................41
Section 11.14     Governing Law..................................................................................42
Section 11.15     Guarantees.....................................................................................42
Section 11.16     Right of Set-Off...............................................................................42
Section 11.17     Cooperation with Respect to Reporting..........................................................43


SCHEDULE 1:       Covered Aircraft
SCHEDULE 2:       Continental Increased Lease Rate
SCHEDULE 3:       Compensation for Capacity Purchase

EXHIBIT A:        Definitions
EXHIBIT B:        Form of Aircraft Sublease
EXHIBIT C:        Master Facility and Ground Handling Agreement
EXHIBIT D:        Terms of Codeshare Arrangements
EXHIBIT E:        Administrative Support and Information Services Provisioning Agreement
EXHIBIT F:        Fuel Purchasing Agreement
EXHIBIT G:        Use of Continental Marks
EXHIBIT H:        Use of Contractor Marks
EXHIBIT I:        Catering Standards
EXHIBIT J:        Ticket Handling Terms
</Table>



                                      iii

<PAGE>


                              AMENDED AND RESTATED
                           CAPACITY PURCHASE AGREEMENT

         This Amended and Restated Capacity Purchase Agreement (this
"Agreement"), dated as of April [__], 2002, is among Continental Airlines, Inc.,
a Delaware corporation ("Continental"), ExpressJet Holdings, Inc., a Delaware
corporation ("Holdings"), XJT Holdings, Inc., a Delaware corporation and a
wholly-owned subsidiary of Holdings ("XJT"), and ExpressJet Airlines, Inc., a
Delaware corporation and a subsidiary of XJT ("ExpressJet" and, collectively
with Holdings and XJT, "Contractor").

         WHEREAS, Continental, Holdings and XJT (formerly ExpressJet Airlines,
Inc.) entered into that certain Capacity Purchase Agreement, dated as of January
1, 2001 (the "Original Capacity Purchase Agreement");

         WHEREAS, Continental, Holdings and XJT made certain amendments to the
Original Capacity Purchase Agreement effective as of January 1, 2002;

         WHEREAS, XJT assigned its interests herein to ExpressJet (formerly New
ExpressJet Airlines, Inc.) effective as of the date hereof, with the consent of
Holdings and Continental; and

         WHEREAS, as a condition to the consent of Continental to the assignment
to ExpressJet referenced above, XJT has agreed to become a party to this
Agreement with such rights and obligations as are set forth more fully below,
and the other parties hereto desire XJT to become a party hereto with such
rights and obligations;

         NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants and obligations hereinafter contained, the parties agree to
amend the Original Capacity Agreement to reflect the assignment of XJT's
interests herein to ExpressJet, the addition of XJT hereto with certain rights
and obligations, and certain other amendments relating thereto, and to restate
it in its entirety, as so amended and to reflect the amendments effective as of
January 1, 2002, as follows:

                                   ARTICLE I
                                  DEFINITIONS

         Capitalized terms used in this Agreement (including, unless otherwise
defined therein, in the Schedules, Appendices and Exhibits to this Agreement)
shall have the meanings set forth in Exhibit A hereto.

                                   ARTICLE II
                     CAPACITY PURCHASE, SCHEDULES AND FARES

Section 2.01 Capacity Purchase. Continental agrees to purchase the capacity of
the Covered Aircraft for the Term, under the terms and conditions set forth
herein and for the consideration described in Article III. Subject to the terms
and conditions of this





                                       1
<PAGE>

Agreement, Contractor shall provide all of the capacity of the Covered Aircraft
solely to Continental and use the Covered Aircraft solely to operate the
Scheduled Flights.

                           (a) Fares, Rules and Seat Inventory. Continental
         shall establish and publish all fares and related tariff rules for all
         seats on the Covered Aircraft. Contractor shall not publish any fares,
         tariffs, or related information for the Covered Aircraft. In addition,
         Continental shall have complete control over all seat inventory and
         inventory and revenue management decisions for the Covered Aircraft,
         including overbooking levels, discount seat levels and allocation of
         seats among various fare buckets.

                           (b) Flight Schedules. Continental shall, in its sole
         discretion, establish and publish all schedules for the Covered
         Aircraft, including determining the city-pairs served, frequencies,
         utilization and timing of scheduled arrivals and departures and charter
         flights; provided that such schedules shall be subject to Reasonable
         Operating Constraints. Contractor and Continental shall meet monthly
         (but not later than the fourth Friday of each calendar month) to review
         the planned flight schedules for the Covered Aircraft for each of the
         next 12 months. At such meeting, Continental shall present a planned
         flight schedule for the Covered Aircraft for each of the next 12
         months, including a proposed Final Monthly Schedule for the next
         calendar month. At such meeting, Continental shall review and consider
         any changes to the planned flight schedule for the Covered Aircraft,
         including the proposed Final Monthly Schedule, suggested by Contractor.
         Following such monthly meeting, Continental shall make such adjustments
         to the proposed Final Monthly Schedule as it deems appropriate (subject
         to Reasonable Operating Constraints), and, not later than three
         Business Days prior to the beginning of each calendar month, will
         deliver to Contractor the Final Monthly Schedule.

         Section 2.02 Withdrawal of Regional Jet Aircraft from this Agreement.
Continental shall be entitled to withdraw jet Covered Aircraft from the capacity
purchase provisions of this Agreement, in accordance with and subject to the
limitations, terms and conditions contained in this Section 2.02, which
limitations, terms and conditions shall be applicable only to jet aircraft.
Subject to the limitations contained below, Continental shall have complete
discretion to select the particular Covered Aircraft and Engines to be withdrawn
pursuant to this Section 2.02.

                           (a) Continental Notice of and Limitations on Regional
         Jet Reduction. At any time and from time to time after July 1, 2003,
         Continental may give not more than 18 months and not less than 12
         months notice of the withdrawal of Covered Aircraft from the capacity
         purchase provisions of this Agreement, which notice shall specify an
         Effective Date and the number and type of Covered Aircraft to be
         withdrawn, and shall include an Early Withdrawal Schedule for the
         withdrawal of such aircraft that delineates the number of each aircraft
         type to be withdrawn by month. The number of Covered Aircraft to be
         withdrawn pursuant to this Section 2.02 shall be subject to the
         following numerical limitations:





                                       2
<PAGE>

                                    (i) Continental shall not be entitled to
                  provide in any notice delivered pursuant to Section 2.02(a)
                  for the withdrawal of any number of Covered Aircraft greater
                  than the excess of (i) 25% (rounded to the nearest whole
                  number) of the sum of the number of Delivered Covered Aircraft
                  as of the Effective Date set forth in such notice, plus the
                  number of Delivered Covered Aircraft that have been withdrawn
                  from the capacity purchase provisions of this Agreement at any
                  time before such Effective Date in connection with a Labor
                  Strike pursuant to Section 9.05(c) and the number withdrawn
                  for any other reason within the three-year period immediately
                  preceding such Effective Date, over (ii) the number of
                  Delivered Covered Aircraft that have been withdrawn pursuant
                  to this Section 2.02 within the three-year period immediately
                  preceding such Effective Date; provided that the foregoing
                  limitations shall not limit Continental's right to withdraw
                  any Undelivered Covered Aircraft.

                                    (ii) Continental shall not be entitled to
                  withdraw a Covered Aircraft pursuant to this Section 2.02 if,
                  after such withdrawal, there would be fewer than 25 Covered
                  Aircraft remaining.

                                    (iii) The Early Withdrawal Schedule may not
                  provide for the withdrawal of more than 15 Delivered Covered
                  Aircraft per month, and may not provide for the withdrawal of
                  any Delivered Covered Aircraft more than 36 months after the
                  Effective Date; provided that Continental may provide for the
                  immediate withdrawal of any aircraft that are Undelivered
                  Covered Aircraft on the applicable Effective Date.

                           (b) Contractor's Right to Retain Regional Jets.
         Except to the extent otherwise provided in this Agreement, Contractor
         shall have the right either to retain (as Uncovered Aircraft) any
         Covered Aircraft being withdrawn from the capacity purchase provisions
         of this Agreement pursuant to this Section 2.02, or to return such
         aircraft to Continental (or its designee), in each case as follows:

                                    (i) Contractor shall have nine months after
                  receipt of the Early Withdrawal Schedule delivered pursuant to
                  Section 2.02(a) to notify Continental that it elects to retain
                  any of the Covered Aircraft being withdrawn (whether such
                  Covered Aircraft constitute Delivered Covered Aircraft or
                  Undelivered Covered Aircraft). If Contractor elects to keep
                  any Delivered Covered Aircraft, then its notice must include
                  an indication by calendar month of the number and type of
                  aircraft it proposes to retain, such number of any particular
                  type of aircraft in any particular month to be no greater than
                  the number of such type of aircraft scheduled to be withdrawn
                  during such month pursuant to the Early Withdrawal Schedule.
                  In addition, regardless of whether it intends to retain any
                  aircraft, Contractor shall include in its notice a reasonably
                  detailed current summary of the maintenance and repair
                  condition of each aircraft and Engine and a list detailing the
                  location of each Engine (by aircraft or, if appropriate,
                  maintenance facility).




                                       3
<PAGE>

                                    (ii) Within 30 days after receipt of
                  Contractor's notice of its election to retain Covered Aircraft
                  being withdrawn, Continental shall select the individual
                  aircraft to be withdrawn, including those aircraft to be
                  retained by Contractor, and shall notify Contractor of its
                  selection. Continental shall have complete discretion in the
                  selection of the particular Covered Aircraft to be withdrawn
                  and those to be retained by Contractor; provided that
                  Continental must adhere to the timing, number and type of
                  aircraft to be retained by Contractor as provided in
                  Contractor's notice to Continental delivered pursuant to
                  Section 2.02(b)(i).

                           (c) Replacement of Sublease. Upon Contractor
         retaining a previously Covered Aircraft as an Uncovered Aircraft
         pursuant to this Section 2.02, effective on the first day of the month
         during which such aircraft becomes an Uncovered Aircraft, the Covered
         Aircraft Sublease shall be terminated and replaced with an Uncovered
         Aircraft Sublease, and Contractor may fly the aircraft as permitted by
         Article VI.

                           (d) Return Conditions. Upon the withdrawal from the
         capacity purchase provisions of this Agreement of a Covered Aircraft
         that is being returned to Continental (or its designee) pursuant to
         this Section 2.02, the Covered Aircraft Sublease with respect to such
         aircraft shall be terminated upon the date of such withdrawal, and
         Contractor shall not be required to meet the return conditions
         applicable to such aircraft that relate to time or cycles remaining
         between maintenance events or to any time- or cycle-controlled part
         under clause (v) of Section 4 of the Covered Aircraft Sublease;
         provided that Contractor shall remain obligated to comply with all
         other provisions of the Covered Aircraft Sublease applicable at the
         time, including without limitation provisions generally applicable to
         the maintenance, airworthiness, repair and general operating condition
         and cleanliness of the aircraft; and provided further, that the general
         condition of the Covered Aircraft being returned to Continental shall
         not have materially changed relative to the condition of Contractor's
         fleet of the same aircraft type since the related notice of withdrawal
         was delivered by Continental to Contractor pursuant to Section 2.02(a),
         and the withdrawn aircraft being returned to Continental shall not have
         been discriminated against or operated, maintained or otherwise treated
         differently (including with respect to the removal of any part for
         convenience or without cause) than any other Covered Aircraft.

                           (e) Financial Arrangements. In connection with the
         withdrawal of any Covered Aircraft from the capacity purchase
         provisions of this Agreement pursuant to this Section 2.02, (i)
         Continental shall be responsible for all reasonable and necessary
         direct out-of-pocket costs incurred by Contractor as a result of such
         withdrawal, including without limitation the reasonable costs of
         terminating facility leases and/or employees and disposing of Excess
         Inventory caused by such withdrawal and any increased charges per
         scheduled block hour for Covered Aircraft under Section 5.4.3 of the
         Flight Hour Agreement precipitated by the return of any Covered
         Aircraft to Continental, but excluding any lost profits and any other
         indirect costs; provided that Contractor shall use its





                                       4
<PAGE>

         reasonable good faith efforts to mitigate any such costs; (ii)
         Continental shall meet and confer with Contractor regarding the impact
         of the withdrawal on Contractor's cash flow, and shall negotiate in
         good faith regarding the provision by Continental of a credit facility
         for Contractor, if needed by Contractor as a result of such withdrawal,
         for a term not to exceed two years, a size not to exceed $75 million in
         the aggregate and at an interest rate equal to LIBOR plus 200 basis
         points; provided, that Continental has no obligation to provide such
         credit facility; (iii) for each such withdrawn aircraft being retained
         by Contractor, Contractor shall calculate a maintenance reimbursement
         equal to the product of (x) Contractor's average cost of a heavy
         maintenance visit for such aircraft type during the previous six months
         and (y) a fraction, the numerator of which is the number of hours
         remaining until the next heavy maintenance visit for such aircraft
         minus 1/2 of the total number of hours allowable between heavy
         maintenance visits for such aircraft, and the denominator of which is
         the total number of hours allowable between heavy maintenance visits
         for such aircraft, and at the time of such withdrawal (I) Continental
         shall pay Contractor an amount equal to such maintenance reimbursement,
         if the numerator of such fraction is less than zero, (II) Contractor
         shall pay Continental an amount equal to such maintenance
         reimbursement, if the numerator of such fraction is greater than zero,
         and (III) there shall be no maintenance reimbursement payable pursuant
         to this clause (iii) if the numerator of such fraction is equal to
         zero; and (iv) for each such withdrawn aircraft being retained by
         Contractor, if Continental shall have previously reimbursed Contractor
         for the cost of any engine life-limited component pursuant to Paragraph
         B(3) of Schedule 3 which component is installed in such aircraft, then
         Contractor shall pay to Continental an amount equal to the cost of such
         life-limited component multiplied by a fraction, the numerator of which
         is the number of hours remaining in the life of such life-limited part,
         and the denominator of which is the total number of hours in the life
         of such life-limited part. Contractor may elect, in lieu of making the
         payment contemplated by clause (iv) above, to pay such amount plus
         accrued interest, which interest shall accrue monthly at the interest
         rate used in the Uncovered Aircraft Sublease for such aircraft to
         determine the lease payments thereunder, in equal monthly installments
         over the remaining term of the Uncovered Aircraft Sublease with respect
         to such aircraft.

         Section 2.03 Withdrawal of Turboprop Aircraft from this Agreement.

                           (a) Continental Notice of Turboprop Aircraft
         Withdrawal. All Turboprop Aircraft shall be withdrawn from the capacity
         purchase provisions of this Agreement on a schedule to be agreed upon
         by Continental and Contractor, but in any event not later than December
         31, 2004; provided that notwithstanding any such agreed schedule,
         Continental may at any time, upon not less than 45 days' notice (or 14
         days' notice in the case of a Turboprop Aircraft for which Continental
         received notice of a maintenance event pursuant to Section 4.05(a)),
         withdraw any Turboprop Aircraft from the capacity purchase provisions
         of






                                       5
<PAGE>

         this Agreement. Without Continental's prior written consent, Contractor
         may not retain any Turboprop Aircraft withdrawn from the capacity
         purchase provisions of this Agreement. At Continental's request in
         connection with any withdrawal of a Turboprop Aircraft, Contractor
         shall promptly provide a list detailing the location of each turboprop
         engine (by aircraft or, if appropriate, maintenance facility).

                           (b) Retirement Costs of Turboprop Aircraft.
         Continental shall be responsible for any reasonable out-of-pocket
         expenses associated with the retirement of each Turboprop Aircraft in
         connection with its withdrawal from the capacity purchase provisions of
         this Agreement pursuant to this Section 2.03; provided that Contractor
         shall conduct its retirement checks for such aircraft in a manner
         consistent with its past practices; provided, further, that Contractor
         shall not discriminate against or operate, maintain (except as provided
         above) or otherwise treat the aircraft differently in contemplation of
         its return to Continental (or its designee), including with respect to
         the removal of any part or parts for convenience or without cause; and
         provided, further, that if the amount which Contractor is compensated
         pursuant to Schedule 3 in respect of the reasonable out-of-pocket
         expenses incurred by Contractor as determined pursuant to this Section
         2.03(b) exceeds the actual aggregate amount of such expenses, then
         Contractor shall promptly reimburse to Continental an amount equal to
         the quotient of (i) such excess divided by (ii) the Cost Factor set
         forth on Appendix 23 to Schedule 3. In connection with each such
         retirement, Continental shall also (i) purchase (or arrange for the
         purchase) from Contractor, at the time of withdrawal, each such
         Turboprop Aircraft that is owned by Contractor at a price equal to the
         book value of such aircraft on Contractor's most recent financial
         statements, and (ii) purchase the Excess Inventory relating to such
         Turboprop Aircraft (as reasonably determined by Contractor) at a price
         equal to the book value of such inventory on Contractor's most recent
         financial statements.

                           (c) Impairment Costs of Turboprop Aircraft. Subject
         to the provisions of Section 3.05, if Contractor shall incur a charge
         for the impairment of a Turboprop Aircraft prior to its withdrawal
         pursuant to this Section 2.03, then Continental shall reimburse
         Contractor in the amount of such charge; provided that Contractor shall
         not discriminate against any Turboprop Aircraft in determining whether
         to take such charge or the amount of such charge.

         Section 2.04 Withdrawal of Engines. In connection with the withdrawal
of any Covered Aircraft (including any Turboprop Aircraft) from the capacity
purchase provisions of this Agreement pursuant to Section 2.02 or 2.03, whether
such aircraft is being retained by Contractor as an Uncovered Aircraft or
returned to Continental or its designee, Continental shall have complete
discretion in the selection of the particular Engines or Turboprop engines, as
the case may be, to be withdrawn in connection with any particular aircraft and
shall notify Contractor of its selection not less than 10 days after Continental
shall have selected aircraft to be withdrawn pursuant to Section 2.02(b)(ii) or
2.03(a), as applicable. Continental shall bear the cost of any engine swaps
reasonably necessary to accommodate its engine selections, based on the
engine-location list provided to Continental by Contractor; provided that
Contractor use its commercially reasonable efforts to minimize the number and
cost of engine swaps reasonably necessary to accommodate Continental's engine
selections and shall be






                                       6
<PAGE>

responsible for the cost of all such swaps, if any, required because of any
inaccuracy in the engine-location list provided to Continental by Contractor.

         Section 2.05 Embraer Option Aircraft. With respect to the Embraer
Option Aircraft, Contractor shall give Continental written notice of the
deadline for the exercise of any option for any such Embraer Option Aircraft at
least 60 days (but not more than 180 days) prior to such deadline, and
Continental shall, within 30 days from receipt of such notice, determine and
notify Contractor (i) that such Embraer Option Aircraft shall constitute Covered
Aircraft, (ii) that such Embraer Option Aircraft shall be delivered to
Contractor in exchange for the delivery to Continental of an Uncovered Aircraft
that is subject to an Uncovered Aircraft Sublease, (iii) that Continental
desires to acquire such Embraer Option Aircraft for its own account (or that of
its designee) outside of this Agreement if Contractor does not intend to
exercise such option or (iv) that it does not elect to exercise any of the above
rights, in which case Embraer Option Aircraft obtained by Contractor in respect
of such option shall be Uncovered Aircraft. If Continental shall have elected
clause (i) above, then upon receipt by Contractor of notice from Continental of
its determination, Contractor shall exercise its option to acquire such aircraft
from Embraer, and the provisions of Section 5.01 shall apply. If Continental
shall have elected clause (ii) above, then the provisions of Section 5.03(b)
shall apply. If Continental shall have elected clause (iii) above, then
Contractor shall notify Continental at least 15 days prior to the deadline for
exercise of such option whether Contractor intends to exercise such option on
its own behalf, and Contractor shall timely exercise such option on behalf of
Continental (and take all other actions reasonably appropriate to permit
Continental (or its designee) to acquire such aircraft) if Contractor shall have
determined not to exercise such option on its own behalf.

         Section 2.06 Flight-Related Revenues. Contractor acknowledges and
agrees that all revenues resulting from the sale and issuance of passenger
tickets associated with the operation of the Covered Aircraft and all other
sources of revenue associated with the operation of the Covered Aircraft,
including without limitation revenues relating to the transportation of cargo or
mail and revenues associated with food, beverage and duty-free services and
guaranteed or incentive payments from airport, local or municipal authorities in
connection with scheduling flights to such airport or locality, are the sole
property of and shall be retained by Continental (or, if received by Contractor,
shall be promptly remitted to Continental).

                                  ARTICLE III
                             CONTRACTOR COMPENSATION

         Section 3.01 Base and Incentive Compensation. For and in consideration
of the transportation services, facilities and other services to be provided by
Contractor hereunder, Continental shall pay Contractor the base and incentive
compensation as provided in Paragraph A of Schedule 3 hereto, subject to the
terms and conditions set forth in this Article III.

         Section 3.02 Periodic Adjustment of Base and Incentive Compensation.
The initial base and incentive compensation rates under this Agreement
(including the initial






                                       7
<PAGE>

Block Hour Rates) set forth in Paragraph A of Schedule 3 hereto shall remain in
effect through December 31, 2004, with certain limited adjustments as are
provided in Schedule 3. The Block Hour Rates shall be subject to further
adjustment on January 1, 2005 and each January 1 thereafter during the Term.
Continental and Contractor hereby agree to meet promptly after July 1, 2004,
September 1, 2005 and each September 1 thereafter during the Term in order to
review and revise the Block Hour Rates, as appropriate, for the subsequent year
based on the methodology (including the Cost Factor) for setting the initial
Block Hour Rates as set forth in Schedule 3. Should the parties be unable to
agree on such revised Block Hour Rates by October 1, 2004 for the year beginning
January 1, 2005 or by November 1 in any subsequent year for the year beginning
on the subsequent January 1, then the parties shall submit the disagreement to
arbitration pursuant to Section 11.08.

         Section 3.03 Contractor Expenses. Except as provided otherwise in
Section 3.04, Contractor shall discharge in accordance with commercially
reasonable practices all expenses incurred in connection with Contractor's
provision of Regional Airline Services.

         Section 3.04 Continental Expenses. In addition to the reconciliation
pursuant to Section 3.06(b) of all or a portion of the actual costs of certain
expenses, the anticipated costs of which are provided for in the Block Hour
Rates:

                           (a) Certain Revenue-Related Expenses. Continental
         shall be responsible for all passenger and cargo revenue-related
         expenses relating to the Regional Airlines Services, as described in
         Paragraph B(1) of Schedule 3.

                           (b) Design Changes. Continental shall be responsible
         for any reasonable out-of-pocket expenses relating to interior and
         exterior design changes to the Covered Aircraft and other
         product-related changes required by Continental that occur outside of
         Contractor's normal aircraft and facility refurbishment program,
         including facility-related design changes and the cost of changes in
         uniforms and other livery.

         Section 3.05 Accounting Provisions and Audit.

                           (a) Separate Books and Records. Contractor shall
         maintain separate books and records for the provision of Regional
         Airlines Services, on the one hand, and Contractor's other operations
         (if any) on the other, in each case in the aggregate, and shall include
         a reasonable allocation of expenses, including overhead, among such
         aircraft such that aircraft-specific costs are assigned among Covered
         Aircraft and Uncovered Aircraft based on the specific aircraft type
         that generated such cost and all other costs are allocated
         proportionately based on block hours flown; provided that in the event
         that engine maintenance or other costs arising under the Flight Hour
         Agreement change pursuant to the terms thereof as a result of the
         inclusion of Uncovered Aircraft under such agreement (including because
         of the stage length or other utilization characteristics of the
         Uncovered Aircraft), then the engine maintenance and other costs
         arising under






                                       8
<PAGE>

         the Flight Hour Agreement shall be allocated to the Covered Aircraft as
         if such Uncovered Aircraft had not been included under such agreement,
         regardless of whether such allocation results in higher or lower costs
         being allocated to the Covered Aircraft. Contractor's books and records
         that relate to the provision of Regional Airlines Services shall be
         maintained in accordance with generally accepted accounting principles
         consistently applied, and such books and records and all calculations
         made pursuant to this Agreement shall be kept and made in accordance
         with the accounting policies and procedures used by Continental and
         Contractor to develop Block Hour Rates, unless otherwise agreed in
         writing by Continental. Without limiting the foregoing in any respect,
         Contractor agrees that it shall not depreciate Turboprop Aircraft or
         Excess Inventory from and after the date hereof more slowly than it has
         historically depreciated such items, unless otherwise agreed in writing
         by Continental.

                           (b) Audit Rights. Contractor shall make available for
         inspection by Continental and its outside auditors, within a reasonable
         period of time after Continental makes a written request therefor, all
         of Contractor's books and records (including all financial and
         accounting records and operations reports, and records of other
         subsidiaries or affiliates of Contractor, if any, as necessary to audit
         the allocations made pursuant to Section 3.05(a)). Continental and its
         outside auditors shall be entitled to make copies and notes of such
         information as they deem necessary and to discuss such records with
         Contractor's Chief Financial Officer or such other employees or agents
         of Contractor knowledgeable about such records. Upon the reasonable
         written request of Continental or its outside auditors, Contractor will
         cooperate with Continental and its outside auditors to permit
         Continental and its outside auditors access to Contractor's outside
         auditors for purposes of reviewing such records.

         Section 3.06 Billing and Payment; Reconciliation.

                           (a) Billing and Payment. On the next Business Day
         after Contractor receives the Final Monthly Schedule from Continental
         pursuant to Section 2.01(b), Contractor shall present a reasonably
         detailed written invoice for amounts due under this Agreement in
         respect of the Base Compensation and per passenger fees (based on the
         Forecasted Passengers) for the Scheduled Flights during the month to
         which such Final Monthly Schedule pertains. Continental shall pay
         Contractor the amount due under such invoice (the "Invoiced Amount"),
         subject to Continental's right to dispute any calculations set forth on
         such invoice that do not comply with the terms of this Agreement, and,
         at Continental's option, net of amounts owed by Contractor to
         Continental under the Administrative Support and Information Services
         Provisioning Agreement, the Master Facility and Ground Handling
         Agreement, the Fuel Purchasing Agreement and/or any Covered Aircraft
         Sublease or Uncovered Aircraft Sublease, as follows:

                                    (i) One-quarter of the Invoiced Amount shall
                  be payable by Continental to Contractor, by electronic
                  transfer of funds to a bank account designated by Contractor,
                  available on or before the first day






                                       9
<PAGE>

                  of the month (or if such day is not a Business Day, the next
                  Business Day) to which such invoice relates;

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

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

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

                           (b) Reconciliation. Not later than 12 days following
         the end of each month, Contractor and Continental shall reconcile
         actual amounts due in respect of such month with the estimated amounts
         included in the Invoiced Amount for such items for such month in
         accordance with the terms and conditions set forth in Schedule 3. Such
         reconciled amounts for such month shall be paid by Continental to
         Contractor together with the next payment to be made pursuant to
         Section 3.06(a)(iii) above, or set off by Continental against any other
         amounts owing to Contractor, as the case may be. If, subsequent to any
         reconciliation payments or set-off, as the case may be, Contractor's
         financial statements, maintained as provided in Section 3.05(a), are
         restated, amended or otherwise adjusted for any month or Performance
         Period, then the reconciled amounts for such period shall be
         recalculated in accordance with the terms and conditions set forth in
         Schedule 3, and the parties shall make further payments or set off
         further amounts as appropriate in respect of such recalculations.

                                   ARTICLE IV
              CONTRACTOR OPERATIONS AND AGREEMENTS WITH CONTINENTAL

         Section 4.01 Crews; Resource Allocation.

                           (a) Personnel Employed. Contractor shall be
         responsible for providing all crews (flight and cabin) and maintenance
         personnel and, at Contractor Airports, gate agents and other ground
         personnel, necessary to operate the Scheduled Flights and for all
         aspects (personnel and other) of dispatch control.

                           (b) Resource Allocation. If Contractor is flying any
         Uncovered Aircraft, then for so long as either (i) the number of
         Scheduled Flights in a





                                       10
<PAGE>

         calendar month represent at least 50% of the aggregate number of
         Contractor's scheduled flights of Covered and Uncovered Aircraft in
         such month or (ii) the number of Covered Aircraft is at least 200, then
         Contractor crews, maintenance personnel and other resources shall be
         allocated on a priority basis to Scheduled Flights above all other
         flights and aircraft.

         Section 4.02 Governmental Regulations. Contractor has and shall
maintain all FAA, DOT and other certifications, permits, licenses, certificates
and insurance required by governmental authorities to enable Contractor to
perform the services required by this Agreement. All flight operations, dispatch
operations and all other operations undertaken by Contractor pursuant to this
Agreement shall be conducted and operated by Contractor in compliance in all
material respects with all governmental regulations, including, without
limitation, those relating to airport security, the use and transportation of
hazardous materials, crew qualifications, crew training and crew hours. Without
limiting Contractor's obligations under any Covered Aircraft Lease, all Covered
Aircraft shall be operated and maintained by Contractor in compliance in all
material respects with all governmental regulations, Contractor's own operations
manuals and maintenance manuals and procedures, and all applicable equipment
manufacturer's instructions.

         Section 4.03 Quality of Service. At all times, Contractor shall provide
Regional Airline Services with appropriate standards of care, but in no event
lower than such standards utilized by Continental as of the date of this
Agreement. Continental procedures, performance standards and means of
measurement thereof concerning the provision of air passenger and air cargo
services shall be applicable to all Regional Airline Services provided by
Contractor. Contractor shall achieve at least the comparable quality of airline
service as provided by Continental, subject to limitations imposed by the type
of aircraft used by Contractor, its route network and the availability of
equipment and facilities, as compared to those of Continental. Contractor shall
comply with all airline customer service commitments or policies of Continental
as of the date hereof, including without limitation the "CustomerFirst"
commitments, and employee conduct, appearance and training policies in place as
of the date hereof, and shall handle customer-related services in a
professional, businesslike and courteous manner. In connection therewith,
Contractor shall maintain aircraft cleaning cycles and policies, and shall
maintain adequate staffing levels, to ensure at least a comparable level of
customer service and operational efficiency that Continental achieves, including
without limitation in respect of customer complaint response, ticketing and
boarding timing, and baggage services. In addition, at the request of
Continental, Contractor shall comply with all such airline customer service
commitments, policies or standards of care of Continental as adopted, amended or
supplemented after the date hereof, provided that Continental shall reimburse
Contractor for the reasonable out-of-pocket costs of Contractor of complying
with such policies in excess of the costs of complying with such policies as in
effect as of the date of this Agreement. Contractor shall provide Continental
with timely communication regarding the status of all Scheduled Flights, and
shall perform closeout procedures at service levels at least as high as those of
Continental at comparably-sized airports. Contractor will use Continental's
standard procedures for processing and adjudicating all claims for which
Contractor is responsible in an effort to avoid such matters becoming the
subject of litigation or insurance claims. Contractor and






                                       11
<PAGE>

Continental will periodically meet to discuss and review Contractor's customer
service and handling procedures and policies and its employees' conduct,
appearance and training standards and policies in an effort to ensure compliance
with this Agreement, and to agree to the terms of any necessary corrective
action plan and the timing of its implementation.

         Section 4.04 Safety Matters.

                           (a) Incidents or Accidents. Contractor shall promptly
         notify Continental of all irregularities involving a flight operated by
         Contractor which result in any damage to persons or property or are
         otherwise likely to result in a complaint or claim by passengers or an
         investigation by a governmental agency or authority, shall furnish to
         Continental as much detail as practicable concerning such
         irregularities and shall cooperate with Continental at Contractor's own
         expense in any appropriate investigation. Contractor shall adopt
         Continental's Emergency Response Plan for aircraft accidents or
         incidents, and shall be responsible for Continental's direct costs
         resulting from Contractor's participation in such plan. In the event of
         an accident or incident involving a Covered Aircraft, Continental will
         have the right, but not the obligation, to manage the emergency
         response efforts on behalf of Contractor and to approve settlement of
         any liability claims resulting from the accident or incident.

                           (b) Safety Audits. Continental shall have the right,
         at its own cost, to inspect, review, and observe Contractor's
         operations of Scheduled Flights, and/or to conduct a full safety and/or
         service audit of Contractor's operations, manuals and procedures
         reasonably related to Scheduled Flights, at such intervals as
         Continental reasonably requests. Any such safety review may include an
         audit of Contractor's maintenance and operating procedures, crew
         planning, passenger and baggage handling, customer service, personnel
         records, spare parts, inventory records, training records and manuals,
         and flight, flight training and operational personnel records.

         Section 4.05 Turboprops.

                           (a) Maintenance. Contractor shall notify Continental
         at least 30 days prior to performing the last scheduled maintenance
         event of any type (including airframe checks, and engine, propeller and
         landing gear overhauls) on any Turboprop Aircraft prior to the
         withdrawal date for such aircraft as agreed pursuant to Section 2.03.
         Upon notice from Continental that, prior to such maintenance event,
         such Turboprop Aircraft is to be withdrawn from the capacity purchase
         provisions of this Agreement pursuant to Section 2.03, then Contractor
         shall cancel such maintenance event. The expected cost of such
         maintenance event provided for in the Block Hour Rates and theretofore
         paid to Contractor, net of any out-of-pocket costs to Contractor of
         such cancellation, shall be credited to Continental in connection with
         the next reconciliation payment pursuant to Paragraph B(9) of Schedule
         3.




                                       12
<PAGE>

                           (b) Post-Withdrawal Management. At the request of
         Continental, and at Continental's cost and direction, Contractor shall
         make arrangements for the storage and continued maintenance (including
         the keeping of active logs) of withdrawn Turboprop Aircraft that have
         not yet been returned to Continental or its designee, together with the
         Excess Inventory relating thereto.

         Section 4.06 Master Facility and Ground Handling Agreement.
Contemporaneous with the execution and delivery of this Agreement, Contractor
and Continental shall enter into a Master Facility and Ground Handling Agreement
in the form attached hereto as Exhibit C.

         Section 4.07 Codeshare Terms. Contractor agrees to operate all
Scheduled Flights using the Continental flight code and flight numbers assigned
by Continental, or such other flight codes and flight numbers as may be assigned
by Continental (to accommodate, for example, a Continental alliance partner),
and otherwise under the codeshare terms set forth in Exhibit D.

         Section 4.08 Administrative Support and Information Services
Provisioning Agreement. Contemporaneous with the execution and delivery of this
Agreement, Continental and Contractor shall enter into the Administrative
Support and Information Services Provisioning Agreement in the form attached
hereto as Exhibit E.

         Section 4.09 Fuel Purchasing Agreement. Contemporaneous with the
execution and delivery of this Agreement, Continental and Contractor shall enter
into the Fuel Purchasing Agreement in the form attached hereto as Exhibit F.

         Section 4.10 Slots and Route Authorities. At the request of Continental
made at any time and from time to time, including upon termination of this
Agreement, Contractor shall use its commercially reasonable efforts to transfer
to Continental or its designee, to the extent permitted by law, any airport
takeoff or landing slots, route authorities or other similar regulatory
authorizations held by Contractor and used for Scheduled Flights, in
consideration of the payment to ExpressJet of the net book value, if any, of
such slot, authority or authorization on ExpressJet's books. Contractor's
obligations pursuant to the immediately preceding sentence shall survive the
termination of this Agreement for so long as any transfer requested pursuant to
this Section 4.10 shall not have been completed. Contractor hereby agrees that
all of Contractor's contacts or communications with any applicable regulatory
authority concerning any airport takeoff or landing slots, route authorities or
other similar regulatory authorizations used for Scheduled Flights will be
coordinated through Continental. If any airport takeoff or landing slot, route
authority or other similar regulatory authorization held by Contractor and used
for Scheduled Flights is withdrawn or otherwise forfeited as a result of
Controllable Cancellations or any other reason within Contractor's reasonable
control, then Contractor agrees to pay to Continental promptly upon demand an
amount equal to the market value of such withdrawn or forfeited slot, authority
or authorization.

         Section 4.11 Use of Continental Marks. Continental hereby grants to
Contractor the non-exclusive and non-transferable rights to use the Continental
Marks and other





                                       13
<PAGE>

Identification as provided in, and Contractor shall use the Continental Marks
and other Identification in accordance with the terms and conditions of, Exhibit
G.

         Section 4.12 Use of Contractor Marks. Contractor hereby grants to
Continental the non-exclusive and non-transferable rights to use the Contractor
Marks as provided in, and Continental shall use the Contractor Marks in
accordance with the terms and conditions of, Exhibit H.

         Section 4.13 Catering Standards. Continental and Contractor shall
comply with the catering requirements set forth on Exhibit I hereto. The parties
agree that, in the event of a conflict between the provisions of Exhibit I and
the Contractor Ground Handling Agreement, the provisions of Exhibit I shall
control.

         Section 4.14 Ticket Handling Terms. Continental and Contractor shall
comply with the ticket handling requirements set forth in Exhibit J hereto. The
parties agree that, in the event of a conflict between the provisions of Exhibit
J and the Contractor Ground Handling Agreement, the provisions of Exhibit J
shall control.

                                   ARTICLE V
                              FINANCING OF AIRCRAFT

         Section 5.01 Financing of Firm and Option Aircraft. Subject to the
terms and conditions of this Agreement, Continental agrees to participate, on
behalf of Contractor, in the financing for the firm-order aircraft under the
Embraer Contract as further set forth on Schedule 1 attached hereto in
accordance with and subject to the terms and conditions of the Embraer Contract
and this Article V. For any such firm-order aircraft that constitute Covered
Aircraft, Continental shall lease such aircraft from Embraer or its equity
designee pursuant to the Embraer Contract and (if applicable with respect to a
particular aircraft) the Funding Agreement and sublease such aircraft to
Contractor under a Covered Aircraft Sublease. For any such firm-order aircraft
that become Uncovered Aircraft (either in connection with the release of Covered
Aircraft pursuant to Section 2.02 or in connection with certain terminations of
this Agreement), Continental shall lease (or continue to lease, as the case may
be) such aircraft from Embraer or its equity designee pursuant to the Embraer
Contract and (if applicable with respect to a particular aircraft) the Funding
Agreement and sublease such aircraft to Contractor under an Uncovered Aircraft
Sublease, subject to the provisions of Section 5.03. In addition, Continental
agrees to participate in the financing for the Embraer Option Aircraft that
constitute Covered Aircraft pursuant to clause (i) of Section 2.05 as if such
aircraft were firm-order aircraft under the Embraer Contract. Notwithstanding
the foregoing, (i) if the other parties to any financing or lease transaction
involving Covered Aircraft or Uncovered Aircraft consent to the release of
Continental from any obligation to participate in such financing or otherwise to
terminate Continental's head lease, in each case without increasing the
obligations of Contractor under such contract, then Contractor agrees to consent
to such release and agrees that the foregoing provisions of this Section 5.01
shall not apply in respect of such aircraft and (ii) Continental shall have no
obligation under this Article V with respect to Undelivered Covered Aircraft
that are deemed Uncovered Aircraft pursuant to Section 2.02 or Article IX.
Contractor further






                                       14
<PAGE>

agrees that Continental shall be entitled to assign or otherwise transfer its
interest in any Uncovered Aircraft and/or any financing or lease agreements
relating thereto, and Contractor shall not withhold its required consent, if
any, to such assignment or transfer; provided, that Contractor shall not be
required to agree to such transfer or assignment if such action would cause
Contractor to be in default of such financing or lease agreement (in which event
the Uncovered Aircraft or the financing or lease agreement shall not be assigned
or transferred unless Continental shall have provided indemnification or other
protection sufficient to hold Contractor harmless against any loss, damage,
claim or expense arising out of such default) or if such transfer or assignment
would violate any applicable law; and provided further that Contractor's
expenses in connection with such transaction shall be reimbursed by Continental.

         Section 5.02 No Financing of Other Aircraft. Except as provided in
Section 5.01, the parties acknowledge and agree that Continental does not have
any obligation hereunder to finance, arrange financing or participate in the
financing of any aircraft on behalf of Contractor.

         Section 5.03 Refinancing or Replacement of Uncovered Aircraft.

                           (a) Refinancing at Contractor's Option. If Contractor
         shall have successfully negotiated a transaction at any time providing
         for the refinancing of an Uncovered Aircraft and the termination by
         Continental of the head lease relating to such aircraft, then
         Continental shall use its reasonable efforts to cooperate with
         Contractor to consummate the transaction; provided, that Continental
         shall not be required to terminate such head lease if such termination
         is not permitted by such head lease or such termination would violate
         any applicable law or cause a breach under any other contract to which
         Continental is a party, in which event the Uncovered Aircraft Sublease
         shall not be terminated; and provided further that Continental's
         expenses in connection with such transaction shall be reimbursed by
         Contractor.

                           (b) Replacement at Continental's Option. Continental
         shall be entitled at any time and from time to time to terminate the
         Uncovered Aircraft Sublease relating to an Uncovered Aircraft, and take
         possession of such Uncovered Aircraft, in a transaction providing for
         the delivery to Contractor of a Replacement Aircraft.

                                    (i) Replacement Using Embraer Option
                  Aircraft. If the Replacement Aircraft proposed by Continental
                  is an Embraer Option Aircraft, then Continental may take
                  possession of the replaced Uncovered Aircraft on or after the
                  fifth day after the earlier of the actual delivery date of the
                  Replacement Aircraft and the scheduled delivery date of the
                  Replacement Aircraft (regardless of whether such Replacement
                  Aircraft is actually delivered on such date, whether or not
                  Contractor has elected to exercise its option with respect to
                  such Replacement Aircraft and whether or not Contractor is
                  able to finance the acquisition of such Replacement Aircraft);
                  provided that Continental shall have given Contractor at least
                  30






                                       15
<PAGE>

                  days' advance written notice prior to the expiration of
                  Contractor's option to acquire such Embraer Option Aircraft;
                  and provided further that such Embraer Option Aircraft does
                  not constitute a Replacement Aircraft for another Uncovered
                  Aircraft.

                                    (ii) Replacement Using Other Embraer
                  Aircraft. If Continental (A) shall obtain the right to acquire
                  (including by exercise of an option) any Embraer aircraft
                  other than the Covered Aircraft and the Embraer Option
                  Aircraft and (B) at least 30 days prior to the expiration of
                  such right, shall propose in writing delivered to Contractor
                  to acquire such aircraft or exercise an option for such
                  aircraft on behalf of Contractor as a Replacement Aircraft for
                  an Uncovered Aircraft, then Contractor shall be required to
                  use its commercially reasonable efforts to finance the
                  acquisition of such Replacement Aircraft prior to the
                  expiration of such right. If Contractor shall obtain such
                  financing on terms reasonably satisfactory to it prior to the
                  expiration of such right, then (x) Continental shall acquire
                  such Replacement Aircraft or cause it to be acquired, using
                  such financing obtained by Contractor; (y) Continental shall
                  be entitled to terminate the Uncovered Aircraft Sublease
                  relating to such Uncovered Aircraft; and (z) Continental shall
                  take possession of such Uncovered Aircraft on the fifth day
                  after the delivery of such Replacement Aircraft to Contractor.
                  If Contractor shall not obtain such financing on terms
                  reasonably satisfactory to it prior to the expiration of such
                  right, then Continental shall not be entitled to use such
                  Embraer aircraft as a Replacement Aircraft for an Uncovered
                  Aircraft.

         Section 5.04 Pre-Delivery Deposits. Continental shall pay all
pre-delivery deposits required to be paid under the Embraer Contract in respect
of all firm-order aircraft and all Embraer Option Aircraft other than those for
which the option is being exercised in anticipation of such aircraft becoming an
Uncovered Aircraft. If any of such pre-delivery deposits are returned to
Contractor, Contractor shall promptly refund such amounts to Continental.
Contractor shall be responsible for the payment of all other such pre-delivery
deposits under the Embraer Contract.


         Section 5.05 Lease of Owned Aircraft. If Continental purchases or
otherwise acquires title to any Covered Aircraft or Uncovered Aircraft, then
Contractor shall cooperate reasonably with Continental to give effect to such
purchase or acquisition, including by amending or otherwise re-executing each
applicable Covered Aircraft Sublease and Uncovered Aircraft Sublease as a lease,
in each case containing substantially the same terms and conditions as the
corresponding sublease. If Continental owns any Covered Aircraft or Uncovered
Aircraft as of the date hereof, then each reference in this document to a
Covered Aircraft Sublease or Uncovered Aircraft Sublease shall be deemed to be a
reference to a lease containing substantially the same terms and conditions as
the corresponding sublease.





                                       16
<PAGE>

                                   ARTICLE VI
                  EXCLUSIVITY AND CERTAIN RIGHTS OF CONTINENTAL

         Section 6.01 Exclusivity; Use of Covered Aircraft. Contractor agrees
that, except as otherwise directed or approved in writing by Continental in
Continental's sole discretion, (i) the Covered Aircraft may be used only to
provide the Regional Airline Services contemplated by this Agreement and (ii)
the Covered Aircraft may not be used by Contractor for any other purpose (other
than training flights, ferrying and other non-revenue flights related to the
provision of the Regional Airline Services and consistent with past practices
and Reasonable Operating Constraints), including without limitation flying for
any other airline or on Contractor's own behalf.

         Section 6.02 Exclusive Arrangements at Hub Airports.

                           (a) Contractor Hub Flights. In furtherance of the
         capacity purchase arrangements hereunder, Continental and Contractor
         agree that Contractor shall operate only Scheduled Flights in or out of
         any Hub Airport prior to the Termination Date, except as otherwise
         approved in writing by Continental in its sole discretion.

                           (b) Continental Hub Flights. Subject to Section
         9.05(c), Continental agrees that, without Contractor's prior written
         consent, Continental shall not fly or contract with a third party to
         fly on Continental's behalf any regional jets in or out of any Existing
         Hub Airports until the earlier of any Termination Date and December 31,
         2005; provided that the foregoing provisions shall not apply with
         respect to up to ten flights per day operated by Continental's
         codeshare partners in or out of each Existing Hub Airport, which
         flights carry Continental's two-letter designator code "CO" or "CO*" as
         a secondary code; and provided, further, that (i) if the Embraer
         XRJ-145 aircraft does not meet design or performance specifications and
         the delivery of one or more Embraer XRJ-145 aircraft is cancelled or
         delayed by more than six months, and (ii) Contractor does not offer to
         provide to Continental regional airline services utilizing regional jet
         aircraft comparable to the Embraer XRJ-145 (assuming that such Embraer
         aircraft met its design and performance specifications) at block hour
         rates comparable to those provided herein for the XRJ-145 aircraft or,
         if higher, at a price at or lower than the price offered to Continental
         by any third party offering to provide such services, then the
         exclusivity provisions of this Section 6.02(b) shall not apply with
         respect to the block hours for which Continental would have utilized
         the Embraer XRJ-145 (which in any event may include routes and
         frequencies previously served by other Covered Aircraft).

         Section 6.03 Most Favored Nations. Notwithstanding any other provision
in this Agreement to the contrary, at any time during which Continental is the
largest customer of Contractor (measured by the percentage of all of
Contractor's available seat miles represented by Scheduled ASMs during the most
recently completed Performance Period), with respect to the purchase of Regional
Airline Services hereunder Continental shall in all events be entitled to the
same or comparable aggregate economic terms and







                                       17
<PAGE>

conditions (measured by the net benefit to Contractor on a cost per available
seat mile basis), on a most-favored-nations basis, as are provided, directly or
indirectly, to any other Major Carrier by Contractor in any agreement or series
of agreements for the provision of flight services for such Major Carrier on a
capacity purchase basis (or other arrangements the economics of which replicate
capacity purchase arrangements) with an aggregate of more than 10 aircraft. To
the extent that any such agreement or arrangement is entered into and is not
available for audit by Continental pursuant to Section 3.05(b) because of
contractual confidentiality restrictions in such agreement or arrangement, then
in connection with Contractor's entering into such agreement or arrangement,
each of Contractor and (with respect to financial provisions only) its outside
auditors shall be required to certify whether the net benefit to Contractor of
the economic terms and conditions of such agreement or arrangement is comparable
to or exceeds the net benefit to Contractor of the economic terms and conditions
of this Agreement (in each case on a cost per available seat mile basis).

         Section 6.04 Change of Control. Upon the occurrence of a Change of
Control of Holdings, XJT or ExpressJet, at any time during which Continental is
the largest customer of Contractor (measured by the percentage of all of
Contractor's available seat miles represented by Scheduled ASMs during the most
recently completed Performance Period), to which Change of Control Continental
shall not have consented in writing in advance, then without any further action
by any party the Block Hour Rates shall be decreased for the remaining Term by
an amount equal to such Block Hour Rates multiplied by the Cost Factor, and the
provisions of Paragraph B(9)(d) of Schedule 3 shall be of no further force or
effect.

                                   ARTICLE VII
                                    INSURANCE

         Section 7.01 Minimum Insurance Coverages. During the Term, in addition
to any insurance required to be maintained by Contractor pursuant to the terms
of any aircraft lease (including without limitation each Covered Aircraft
Sublease and Uncovered Aircraft Sublease), or by any applicable governmental
authority, Contractor shall maintain, or cause to be maintained, in full force
and effect policies of insurance with insurers of recognized reputation and
responsibility, in each case to the extent available on a commercially
reasonable basis, as follows:

                           (a) Comprehensive aircraft hull and liability
         insurance, including aircraft third party, passenger liability
         (including passengers' baggage and personal effects), cargo and mail
         legal liability, and all-risk ground and flight physical damage, with a
         combined single limit of not less than $300 million per occurrence and
         a minimum limit in respect of personal injury (per clause AVN 60 or its
         equivalent) of $25 million per occurrence and in the aggregate;

                           (b) Workers' compensation as required by the
         appropriate jurisdiction and employer's liability with a limit of not
         less than $1,000,000 combined single limit; and




                                       18
<PAGE>

                           (c) Other property and liability insurance coverages
         of the types and in the amounts that would be considered reasonably
         prudent for a business organization of Contractor's size and nature,
         under the insurance market conditions in effect at the time of
         placement, but in any event of the type and the amount that Continental
         may reasonably require to prevent or minimize a disruption in the
         provision of Regional Airline Services resulting from a casualty or
         liability incident related to Contractor's operations. All coverages
         described in this Section 7.01 shall be placed with deductibles
         reasonably prudent for a business organization of Contractor's size and
         nature, under the insurance market conditions in effect at the time of
         placement.

Section 7.02 Endorsements. Unless Contractor and Continental are participating
in a combined policy placement, Contractor shall cause the policies described in
Section 7.01 to be duly and properly endorsed by Contractor's insurance
underwriters with respect to Contractor's flights and operations as follows:

                           (a) To provide that the underwriters shall waive
         subrogation rights against Continental, its directors, officers,
         agents, employees and other authorized representatives, except for
         their gross negligence or willful misconduct;

                           (b) To provide that Continental, its directors,
         officers, agents, employees and other authorized representatives shall
         be endorsed as additional insured parties, except for their gross
         negligence or willful misconduct;

                           (c) To provide that insurance shall be primary to and
         without right of contribution from any other insurance which may be
         available to the additional insureds;

                           (d) To include a breach of warranty provision in
         favor of the additional insureds;

                           (e) To accept and insure Contractor's hold harmless
         and indemnity undertakings set forth in this Agreement, but only to the
         extent of the coverage afforded by the policy or policies; and

                           (f) To provide that such policies shall not be
         canceled, terminated or materially altered, changed or amended until 30
         days (but seven days or such lesser period as may be available in
         respect of hull, war and allied perils) after written notice shall have
         been sent to Continental.

         Section 7.03 Evidence of Insurance Coverage. At the commencement of
this Agreement, and thereafter at Continental's request, Contractor shall
furnish to Continental evidence reasonably satisfactory to Continental of such
insurance coverage and endorsements (other than that obtained pursuant to
Section 7.04 below), including certificates certifying that the such insurance
and endorsements are in full force and effect. Initially, this evidence shall be
a certificate of insurance. If Contractor fails to







                                       19
<PAGE>

acquire or maintain insurance as herein provided, Continental may at its option
secure such insurance on Contractor's behalf at Contractor's expense.

         Section 7.04 Insurance Through Combined Placement.

                           (a) Combined Placement. Promptly after the date
         hereof, Continental and Contractor shall seek to obtain bids from
         insurance providers with respect to airline hull and liability
         insurance, based on Continental's and Contractor's combined exposures.
         Each party will determine at its own discretion whether it will acquire
         this insurance based on the bids received. Any insurance so obtained
         will be a combined placement evidenced as appropriate by separate
         policies in the names of Continental and Contractor. If either party
         determines that it does not want to participate in such combined
         placement of insurance it will provide the other party written notice
         at least 120 days prior to the date for renewal of any existing
         insurance policy that covers both Contractor and Continental.

                           (b) Allocation of Costs. The parties hereto shall
         allocate the costs of any such combined placements as provided in
         Paragraph B(7) of Schedule 3.

                           (c) Adjustment for Major Loss. If there is a Major
         Loss under a combined placement insurance policy, Continental and
         Contractor will adjust the premium amounts paid by each party in
         accordance with the provisions set forth in Paragraph B(7) of Schedule
         3.

                                  ARTICLE VIII
                                 INDEMNIFICATION

         Section 8.01 Contractor Indemnification of Continental. Contractor
shall be liable for and hereby agrees to fully defend, release, discharge,
indemnify and hold harmless Continental, its directors, officers, employees and
agents from and against any and all claims, demands, damages, liabilities,
suits, judgments, actions, causes of action, losses, costs and expenses of any
kind, character or nature whatsoever (in each case whether groundless or
otherwise), including attorney's fees, costs and expenses in connection
therewith and expenses of investigation and litigation thereof, which may be
suffered by, accrued against, charged to, or recoverable from Continental or its
directors, officers, employees or agents (including any such losses, costs and
expenses involving (i) death or injury (including claims of emotional distress
and other non-physical injury by passengers) to any person including any of
Contractor's or Continental's directors, officers, employees or agents, (ii)
loss of, damage to, or destruction of property (including real, tangible and
intangible property, and specifically including regulatory property such as
route authorities, slots and other landing rights), including any loss of use of
such property, and (iii) damages due to delays) in any manner arising out of,
connected with, or attributable to (w) any act or omission by Contractor or any
of its directors, officers, employees or agents relating to the provision of
Regional Airline Services, (x) the performance, improper performance, or
non-performance of any and all






                                       20
<PAGE>

obligations to be undertaken by Contractor or any of its directors, officers,
employees or agents pursuant to this Agreement, (y) the operation,
non-operation, or improper operation of the Covered Aircraft or Contractor's
equipment or facilities at any location or (z) the termination of an Uncovered
Aircraft Sublease and the related head lease pursuant to Section 5.03(a) hereto,
excluding only claims, demands, damages, liabilities, suits, judgments, actions,
causes of action, losses, costs and expenses to the extent resulting from the
negligence or willful misconduct of Continental or its directors, officers,
agents or employees. Contractor will do all things necessary to cause and
assure, and will cause and assure, that Contractor will at all time be and
remain in custody and control of all aircraft, equipment, and facilities of, or
operated by, Contractor, and Continental and its directors, officers, employees
and agents shall not, for any reason, be deemed to be in custody or control, or
a bailee, of such aircraft, equipment or facilities.

         Section 8.02 Continental Indemnification of Contractor. Continental
shall be liable for and hereby agrees fully to defend, release, discharge,
indemnify, and hold harmless Contractor, its directors, officers, employees, and
agents from and against any and all claims, demands, damages, liabilities,
suits, judgments, actions, causes of action, losses, costs and expenses of any
kind, character or nature whatsoever (in each case whether groundless or
otherwise), including attorneys' fees, costs and expenses in connection
therewith and expenses of investigation and litigation thereof, which may be
suffered by, accrued against, charged to, or recoverable from Contractor, or its
directors, officers, employees or agents (including any such losses, costs and
expenses involving (i) death or injury (including claims of emotional distress
and other non-physical injury by passengers) to any person including any of
Contractor's or Continental's directors, officers, employees or agents, (ii)
loss of, damage to, or destruction of property (including any loss of use of
such property including real, tangible and intangible property, and specifically
including regulatory property such as route authorities, slots and other landing
rights), and (iii) damages due to delays) in any manner arising out of,
connected with, or attributable to, (x) the performance, improper performance,
or nonperformance of any and all obligations to be undertaken by Continental or
any of its directors, officers, employees or agents pursuant to this Agreement,
or (y) the operation, non-operation or improper operation of Continental's
aircraft, equipment or facilities (excluding, for the avoidance of doubt,
Covered Aircraft, Uncovered Aircraft and any equipment or facilities leased or
subleased by Continental to Contractor) at any location, excluding only claims,
demands, damages, liabilities, suits judgments, actions, causes of action,
losses, costs and expenses to the extent resulting from the negligence or
willful misconduct of Contractor or its directors, officers, agents or
employees. Continental will do all things necessary to cause and assure, and
will cause and assure, that Continental will at all times be and remain in
custody and control of any aircraft, equipment and facilities of, or operated
by, Continental, and Contractor and its directors, officers, employees and
agents shall not, for any reason, be deemed to be in the custody or control, or
a bailee, of such aircraft, equipment or facilities.

         Section 8.03 Indemnification Claims. A party (the "Indemnified Party")
entitled to indemnification from another party under the terms of this Agreement
(the "Indemnifying Party") shall provide the Indemnifying Party with prompt
written notice




                                       21
<PAGE>

(an "Indemnity Notice") of any third party claim which the Indemnified Party
believes gives rise to a claim for indemnity against the Indemnifying Party
hereunder. The Indemnifying Party shall be entitled, if it accepts financial
responsibility for the third party claim, to control the defense of or to settle
any such third party claim at its own expense and by its own counsel; provided
that the Indemnified Party's prior written consent (which may not be
unreasonably withheld or delayed) must be obtained prior to settling any such
third party claim. If the Indemnifying Party does not accept financial
responsibility for the third party claim or fails to defend against the third
party claim that is the subject of an Indemnity Notice within 30 days of
receiving such notice (or sooner if the nature of the third party claim so
requires), or otherwise contests its obligation to indemnify the Indemnified
Party in connection therewith, the Indemnified Party may, upon providing written
notice to the Indemnifying Party, pay, compromise or defend such third party
claim. The Indemnified Party shall provide the Indemnifying Party with such
information as the Indemnifying Party shall reasonably request to defend any
such third party claim and shall otherwise cooperate with the Indemnifying Party
in the defense of any such third party claim. Except as set forth in this
Section 8.03, the Indemnified Party shall not enter into any settlement or other
compromise or consent to a judgment with respect to a third party claim as to
which the Indemnifying Party has an indemnity obligation hereunder without the
prior written consent of the Indemnifying Party (which may not be unreasonably
withheld or delayed), and the entering into of any settlement or compromise or
the consent to any judgment in violation of the foregoing shall constitute a
waiver by the Indemnified Party of its right to indemnity hereunder to the
extent the Indemnifying Party was prejudiced thereby. Any Indemnifying Party
shall be subrogated to the rights of the Indemnified Party to the extent that
the Indemnifying Party pays for any loss, damage or expense suffered by the
Indemnified Party hereunder.

         Section 8.04 Employer's Liability; Independent Contractors; Waiver of
Control.

                           (a) Employer's Liability and Workers' Compensation.
         Each party hereto assumes full responsibility for its employer's
         liability and workers' compensation liability to its own officers,
         directors, employees or agents on account of injury or death resulting
         from or sustained in the performance of their respective service under
         this Agreement. Each party, with respect to its own employees, accepts
         full and exclusive liability for the payment of workers' compensation
         and employer's liability insurance premiums with respect to such
         employees, and for the payment of all taxes, contributions or other
         payments for unemployment compensation or old age benefits, pensions or
         annuities now or hereafter imposed upon employers by the government of
         the United States or any other governmental body, including state,
         local or foreign, with respect to such employees measured by the wages,
         salaries, compensation or other remuneration paid to such employees, or
         otherwise, and each party further agrees to make such payments and to
         make and file all reports and returns, and to do everything to comply
         with the laws imposing such taxes, contributions or other payments.

                           (b) Independent Contractors. The employees, agents,
         and independent contractors of Contractor engaged in performing any of
         the services Contractor is to perform pursuant to this Agreement are
         employees, agents, and






                                       22
<PAGE>

         independent contractors of Contractor for all purposes, and under no
         circumstances will be deemed to be employees, agents or independent
         contractors of Continental. In its performance under this Agreement,
         Contractor will act, for all purposes, as an independent contractor and
         not as an agent for Continental. Notwithstanding the fact that
         Contractor has agreed to follow certain procedures, instructions and
         standards of service of Continental pursuant to this Agreement,
         Continental will have no supervisory power or control over any
         employees, agents or independent contractors engaged by Contractor in
         connection with its performance hereunder, and all complaints or
         requested changes in procedures made by Continental will, in all
         events, be transmitted by Continental to Contractor's designated
         representative. Nothing contained in this Agreement is intended to
         limit or condition Contractor's control over its operations or the
         conduct of its business as an air carrier, and Contractor and its
         principals assume all risks of financial losses which may result from
         the operation of the air services to be provided by Contractor
         hereunder.

                           (c) Employees. The employees, agents, and independent
         contractors of Continental engaged in performing any of the services
         Continental is to perform pursuant to this Agreement are employees,
         agents, and independent contractors of Continental for all purposes,
         and under no circumstances will be deemed to be employees, agents, or
         independent contractors of Contractor. Contractor will have no
         supervision or control over any such Continental employees, agents and
         independent contractors and any complaint or requested change in
         procedure made by Contractor will be transmitted by Contractor to
         Continental's designated representative. In its performance under this
         Agreement, Continental will act, for all purposes, as an independent
         contractor and not as an agent for Contractor.

                           (d) Contractor Flights. The fact that Contractor's
         operations are conducted under Continental's Marks and listed under the
         CO designator code will not affect their status as flights operated by
         Contractor for purposes of this Agreement or any other agreement
         between the parties, and Contractor and Continental agree to advise all
         third parties, including passengers, of this fact.

         Section 8.05 Survival. The provisions of this Article VIII shall
survive the termination of this Agreement for a period of seven years.

                                   ARTICLE IX
                  TERM, TERMINATION AND DISPOSITION OF AIRCRAFT

         Section 9.01 Base Term. This Agreement shall commence on and shall be
effective as of January 1, 2001 and, unless earlier terminated or extended as
provided herein, shall continue until December 31, 2010 (the "Base Term").

         Section 9.02 Extension Terms. The term of this Agreement may be
extended at the sole election of Continental for up to four additional five-year
terms (each, an






                                       23
<PAGE>

"Extension Term") upon written notice to Contractor delivered at least 24 months
prior to the expiration of the Base Term or the Extension Term, as applicable.

         Section 9.03 Early Termination.


                           (a) By Continental after Five Years. Continental may
         terminate this Agreement for any reason or for no reason, at its sole
         option, at any time on or after January 1, 2006, by providing written
         notice to Contractor that specifies a Termination Date of not more than
         18 months nor less than 12 months after the provision of such notice.
         Such written notice may be delivered before January 1, 2006 so long as
         the Termination Date is on or after January 1, 2006.


                           (b) By Continental for Cause. Continental may
         terminate this Agreement, with or without any advance notice, upon the
         occurrence and continuation of any event that constitutes Cause.

                           (c) By Continental for Breach. Continental may
         terminate this Agreement, with or without any advance notice, upon the
         occurrence of a material breach of this Agreement by Contractor as
         described in clause (ii) below. Continental may terminate this
         Agreement upon the occurrence of any other material breach of this
         Agreement by Contractor, which breach shall not have been cured within
         90 days after written notice of such breach is delivered by Continental
         to Contractor. The parties hereto agree that, without limiting the
         circumstances or events that may constitute a material breach, (i) the
         occurrence of a System Flight Disruption, a Labor Strike or any event
         constituting Cause shall constitute a material breach of this Agreement
         by Contractor, (ii) at any time that Continental makes a reasonable and
         good faith determination, using recognized standards of safety, that
         there is a material safety concern with the operation of any Scheduled
         Flights, Contractor shall be deemed to have materially breached this
         Agreement and (iii) the grounding of any of the Embraer Fleets by
         regulatory or court order or other governmental action shall constitute
         a material breach of this Agreement by Contractor.

                           (d) By Contractor for Breach. Contractor may
         terminate this Agreement upon the occurrence of any material breach of
         this Agreement by Continental, which breach shall not have been cured
         within 90 days after written notice of such breach is delivered by
         Contractor to Continental.

                           (e) Survival During Wind-Down Period. Upon any
         termination hereunder, the Term shall continue, and this Agreement
         shall survive in full force and effect, beyond the Termination Date
         until the end of the Wind-Down Period, and the rights and obligations
         of the parties under this Agreement, including without limitation
         remedies available upon the occurrence of events constituting Cause or
         material breach, shall continue with respect to the Covered Aircraft
         until they become Uncovered Aircraft.




                                       24
<PAGE>

         Section 9.04 Disposition of Aircraft during Wind-Down Period.

                           (a) Termination by Continental After Five Years. If
         this Agreement is terminated by Continental under Section 9.03(a), then
         the Covered Aircraft shall be withdrawn from the capacity purchase
         provisions of this Agreement in accordance with the following terms and
         conditions:

                                    (i) At the time of delivery of any notice of
                  termination delivered pursuant to Section 9.03(a), Continental
                  shall deliver to Contractor a Wind-Down Schedule providing for
                  the withdrawal of all Covered Aircraft from the capacity
                  purchase provisions of this Agreement, delineating the number
                  of each aircraft type to be withdrawn by month.

                                    (ii) The Wind-Down Schedule may not provide
                  for the withdrawal of more than 15 Delivered Covered Aircraft
                  per month, and may not provide for the withdrawal of any
                  Delivered Covered Aircraft more than 60 months after the
                  Termination Date. Undelivered Covered Aircraft (determined as
                  of the Termination Date) shall be deemed to be Uncovered
                  Aircraft on the Termination Date.

                                    (iii) Contractor shall have nine months
                  after receipt of the proposed Wind-Down Schedule to notify
                  Continental whether it elects to retain any of the Covered
                  Aircraft being withdrawn (whether such Covered Aircraft
                  constitute Delivered Covered Aircraft or Undelivered Covered
                  Aircraft). If Contractor elects to keep any Delivered Covered
                  Aircraft, then its notice must set forth by calendar month the
                  number and type of aircraft it proposes to retain, such number
                  of any particular type of aircraft in any particular month to
                  be no greater than the number of such type of aircraft
                  scheduled to be withdrawn during such month pursuant to the
                  Wind-Down Schedule. In addition, regardless of whether it
                  intends to retain any aircraft, Contractor shall include in
                  its notice a reasonably detailed current summary of the
                  maintenance and repair condition of each aircraft and Engine
                  and a list detailing the location of each Engine (by aircraft
                  or, if appropriate, maintenance facility).

                                    (iv) Within 30 days after receipt of
                  Contractor's notice of its election to retain Covered Aircraft
                  being withdrawn, Continental shall select the individual
                  aircraft to be withdrawn according to the Wind-Down Schedule,
                  including those aircraft to be retained by Contractor, and
                  shall notify Contractor of its selection. Continental shall
                  have complete discretion in the selection of the particular
                  Covered Aircraft to be withdrawn in any month and those to be
                  retained by Contractor; provided that Continental must adhere
                  to the timing, number and type of aircraft to be retained by
                  Contractor as provided in Contractor's notice to Continental
                  delivered pursuant to Section 9.04(a)(iii).




                                       25
<PAGE>

                                    (v) If any Covered Aircraft is being
                  retained by Contractor pursuant to this Section 9.04, then
                  effective on the first day of the month in which such Covered
                  Aircraft becomes an Uncovered Aircraft pursuant to the
                  Wind-Down Schedule the Covered Aircraft Sublease with respect
                  to such aircraft shall be terminated and replaced with an
                  Uncovered Aircraft Sublease. Upon each such aircraft becoming
                  an Uncovered Aircraft, Contractor shall calculate a
                  maintenance reimbursement equal to the product of (x) the
                  average cost of a heavy maintenance visit for such aircraft
                  type during the previous six months and (y) a fraction, the
                  numerator of which is the number of hours remaining until the
                  next heavy maintenance visit for such aircraft minus 1/2 of
                  the total number of hours allowable between heavy maintenance
                  visits for such aircraft, and the denominator of which is the
                  total number of hours allowable between heavy maintenance
                  visits for such aircraft. At the time of such withdrawal (I)
                  Continental shall pay Contractor an amount equal to such
                  maintenance reimbursement, if the numerator of such fraction
                  is less than zero, (II) Contractor shall pay Continental an
                  amount equal to such maintenance reimbursement, if the
                  numerator of such fraction is greater than zero, and (III)
                  there shall be no maintenance reimbursement payable pursuant
                  to this sentence if the numerator of such fraction is equal to
                  zero. In addition, if Continental shall have previously
                  reimbursed Contractor for the cost of any engine life-limited
                  component pursuant to Paragraph B(3) of Schedule 3 which
                  component is installed in such aircraft, then Contractor shall
                  pay to Continental an amount equal to the cost of such
                  life-limited component multiplied by a fraction, the numerator
                  of which is the number of hours remaining in the life of such
                  life-limited part, and the denominator of which is the total
                  number of hours in the life of such life-limited part.
                  Contractor may elect, in lieu of making the payment
                  contemplated by the preceding sentence to pay such amount plus
                  accrued interest, which interest shall accrue monthly at the
                  interest rate used in the Uncovered Aircraft Sublease for such
                  aircraft to determine the lease payments thereunder, in equal
                  monthly installments over the remaining term of the Uncovered
                  Aircraft Sublease with respect to such aircraft.

                                    (vi) Upon the withdrawal of a Covered
                  Aircraft that is being returned to Continental (or its
                  designee) pursuant to this Section 9.04, the Covered Aircraft
                  Sublease with respect to such aircraft shall be terminated,
                  and Contractor shall not be required to meet the return
                  conditions applicable to such aircraft that relate to time or
                  cycles remaining between maintenance events or to any time- or
                  cycle- controlled part under clause (v) of Section 4 of the
                  Covered Aircraft Sublease; provided that Contractor shall
                  remain obligated to comply with all other provisions of the
                  Covered Aircraft Sublease applicable at the time, including
                  without limitation provisions generally applicable to the
                  maintenance, airworthiness, repair and general operating
                  condition and cleanliness of the aircraft; and provided
                  further, that the general condition





                                       26
<PAGE>

                  of the Covered Aircraft being returned shall not have
                  materially changed relative to the condition of Contractor's
                  fleet of the same aircraft type since the notice of
                  termination was delivered by Continental to Contractor, and
                  the withdrawn aircraft being returned shall have not been
                  discriminated against or operated, maintained or otherwise
                  treated differently (including with respect to the removal of
                  any part for convenience or without cause) than any other
                  Covered Aircraft

                                    (vii) In connection with the withdrawal of
                  each Covered Aircraft, whether such aircraft is being retained
                  by Contractor as an Uncovered Aircraft or returned to
                  Continental or its designee, Continental shall have complete
                  discretion in the selection of the particular Engines or
                  Turboprop engines, as the case may be, to be withdrawn in
                  connection with any particular aircraft and shall notify
                  Contractor of its selection not less than 10 days after
                  Continental shall have selected aircraft to be withdrawn
                  pursuant to Section 9.04(a)(iv). Continental shall bear the
                  cost of any engine swaps reasonably necessary to accommodate
                  its engine selections, based on the engine-location list
                  provided to Continental by Contractor; provided that
                  Contractor use its commercially reasonable efforts to minimize
                  the number and cost of engine swaps reasonably necessary to
                  accommodate Continental's engine selections and shall be
                  responsible for the cost of all such swaps, if any, required
                  because of any inaccuracy in the engine-location list provided
                  to Continental by Contractor.

                           (b) Termination by Continental for Cause. If this
         Agreement is terminated by Continental under Section 9.03(b), then the
         Covered Aircraft shall be withdrawn from the capacity purchase
         provisions of this Agreement and Continental shall have the option to
         take possession (or direct possession to its designee) of any of such
         aircraft in accordance with the following terms and conditions:

                                    (i) Within five Business Days after the
                  Termination Date, Continental may elect by written notice to
                  Contractor to withdraw, effective as of the Termination Date,
                  all of the Covered Aircraft from the capacity provisions of
                  this Agreement and to terminate all of the Covered Aircraft
                  Subleases and replace such subleases with Uncovered Aircraft
                  Subleases (such an election being referred to as an "Immediate
                  Withdrawal Election"). If Continental makes an Immediate
                  Withdrawal Election, Continental shall provide to Contractor
                  within five Business Days after the Termination Date a
                  Wind-Down Schedule that provides for the return to Continental
                  (and for the termination of the related Uncovered Aircraft
                  Sublease) of any of such aircraft that Continental elects to
                  retain, delineating the date of the return of such aircraft.
                  Such Wind-Down Schedule will provide for the return to
                  Continental of all such aircraft within 360 days following the
                  Termination Date. Contractor shall deliver






                                       27
<PAGE>

                  possession of such aircraft to Continental or its designee in
                  accordance with the Wind-Down Schedule.

                                    (ii) If Continental determines not to make
                  an Immediate Withdrawal Election, Continental shall provide to
                  Contractor within five Business Days after the Termination
                  Date a Wind-Down Schedule providing for the withdrawal of all
                  Covered Aircraft from the capacity purchase provisions of this
                  Agreement, delineating the date of the withdrawal of each
                  Covered Aircraft. The Wind-Down Schedule will provide for the
                  withdrawal of all Covered Aircraft within 360 days following
                  the Termination Date. Continental shall also indicate in the
                  Wind-Down Schedule which aircraft shall be returned to
                  Continental (or its designee). Contractor shall deliver
                  possession of such aircraft to Continental or its designee
                  upon the withdrawal of such aircraft from the capacity
                  provisions of this Agreement in accordance with the Wind-Down
                  Schedule.

                                    (iii) Contractor shall be required to retain
                  as Uncovered Aircraft all aircraft (including all Turboprop
                  Aircraft) not determined by Continental to be returned to
                  Continental pursuant to this Section 9.04(b), and the
                  provisions of Section 9.04(a)(v) shall apply as if such
                  aircraft were being retained by Contractor in connection with
                  a termination under Section 9.03(a). With respect to each such
                  aircraft being returned to Continental (or its designee), the
                  provisions of Section 9.04(a)(vi) shall apply as if the
                  aircraft were being returned to Continental in connection with
                  a termination under Section 9.03(a) (except that if
                  Continental makes an Immediate Withdrawal Election, an
                  Uncovered Aircraft Sublease with respect to a particular
                  aircraft will not terminate until such aircraft is returned to
                  Continental in accordance with the Wind-Down Schedule). With
                  respect to any Turboprop Aircraft owned by Contractor and not
                  previously retired, if Continental elects to take possession
                  of such aircraft it shall purchase such aircraft and the
                  Excess Inventory relating thereto for a price equal to the
                  book value of such aircraft and such Excess Inventory on
                  Contractor's most recent financial statements. In connection
                  with the withdrawal of each Covered Aircraft from the capacity
                  purchase provisions of this Agreement pursuant to this Section
                  9.04(b), whether such aircraft is being retained by Contractor
                  as an Uncovered Aircraft or returned to Continental or its
                  designee, Continental shall have complete discretion in the
                  selection of the particular Engines or Turboprop engines, as
                  the case may be, to be withdrawn in connection with any
                  particular aircraft and shall notify Contractor of its
                  selection not less than 10 days after Continental shall have
                  selected aircraft to be withdrawn pursuant to this Section
                  9.04(b). At Continental's request, Contractor shall promptly
                  provide a list detailing the location of each engine (by
                  aircraft or, if appropriate, maintenance facility).
                  Continental shall bear the cost of any engine swaps reasonably
                  necessary to accommodate the engine selections, based on the
                  engine-location list provided to Continental by Contractor;





                                       28
<PAGE>

                  provided that Contractor shall use its commercially reasonable
                  efforts to minimize the number and cost of engine swaps
                  reasonably necessary to accommodate the engine selections and
                  shall be responsible for the cost of all such swaps, if any,
                  required because of any inaccuracy in the engine-location list
                  provided to Continental by Contractor.

                           (c) Termination by Continental for Breach. If this
         Agreement is terminated by Continental under Section 9.03(c), then the
         provisions of Section 9.04(a) shall apply as if this Agreement were
         terminated under Section 9.03(a), except that (i) Continental shall
         have the option to deem such Covered Aircraft withdrawn from the
         capacity purchase provisions of this Agreement as of the Termination
         Date or according to the Wind-Down Schedule, and each Covered Aircraft
         Sublease shall be terminated with the aircraft being returned to
         Continental or replaced with an Uncovered Aircraft Sublease as
         applicable; (ii) the Wind-Down Schedule may not commence until the
         later of the Termination Date and 30 days following Continental's
         delivery of the Wind-Down Schedule to Contractor, (iii) Contractor
         shall have 15 days after receipt of such Wind-Down Schedule to notify
         Continental of its decision to retain any of the Covered Aircraft or
         any aircraft that were Covered Aircraft immediately prior to such
         Termination Date, (iv) Continental shall have five days after receipt
         of such notice from Contractor to select the individual aircraft to be
         returned to Continental; (v) Contractor shall be required to retain any
         Turboprop Aircraft owned by Contractor and not previously retired,
         unless Continental elects to purchase such aircraft and the Excess
         Inventory relating thereto for a price equal to the book value of such
         aircraft and such Excess Inventory on Contractor's most recent
         financial statements; and (vi) in connection with the withdrawal of
         each Covered Aircraft, whether such aircraft is being retained by
         Contractor as an Uncovered Aircraft or returned to Continental or its
         designee, Continental shall have complete discretion in the selection
         of the particular Engines or Turboprop engines to be withdrawn in
         connection with any particular aircraft and shall notify Contractor of
         its selection not less than five days after Continental shall have
         selected aircraft to be withdrawn pursuant to this Section 9.04(c). At
         Continental's request, Contractor shall promptly provide a list
         detailing the location of each such engine (by aircraft or, if
         appropriate, maintenance facility). Continental shall bear the cost of
         any engine swaps reasonably necessary to accommodate its engine
         selections, based on the engine-location list provided to Continental
         by Contractor; provided that Contractor shall use its commercially
         reasonable efforts to minimize the number and cost of engine swaps
         reasonably necessary to accommodate Continental's engine selections and
         shall be responsible for the cost of all such swaps, if any, required
         because of any inaccuracy in the engine-location list provided to
         Continental by Contractor.

                           (d) Termination by Contractor for Breach. If this
         Agreement is terminated by Contractor under Section 9.03(d), then the
         Covered Aircraft shall be withdrawn from the capacity purchase
         provisions of this Agreement in accordance with the following terms and
         conditions:




                                       29
<PAGE>

                                    (i) The notice of termination delivered by
                  Contractor to Continental pursuant to Section 9.03(d) shall
                  contain a Termination Date that is at least 180 days after the
                  date of such notice, and a Wind-Down Schedule beginning on
                  such Termination Date and setting forth the number and type of
                  Covered Aircraft that Contractor elects to retain as Uncovered
                  Aircraft. The Wind-Down Schedule may not provide for the
                  withdrawal of more than 15 Delivered Covered Aircraft per
                  month, and may not provide for the withdrawal of any Delivered
                  Covered Aircraft more than 60 months after the Termination
                  Date. Undelivered Covered Aircraft (determined as of the
                  Termination Date) shall be deemed to be withdrawn on the
                  Termination Date (whether or not retained as Uncovered
                  Aircraft). In addition, regardless of whether it intends to
                  retain any aircraft, Contractor shall include in its notice a
                  reasonably detailed current summary of the maintenance and
                  repair condition of each aircraft and each Engine and
                  Turboprop engine and a list detailing the location of each
                  Engine and Turboprop engine (by aircraft or, if appropriate
                  maintenance facility).

                                    (ii) Continental shall, within 120 days of
                  receipt of such Wind-Down Schedule from Contractor, propose a
                  schedule for the withdrawal from the capacity purchase
                  provisions of this Agreement of the Covered Aircraft not being
                  retained by Contractor, which aircraft shall be returned to
                  Continental (or its designee) upon their withdrawal from the
                  capacity purchase provisions of this Agreement; provided that
                  such Wind-Down Schedule may not provide for the withdrawal of
                  more than 15 Delivered Covered Aircraft per month (inclusive
                  of those aircraft being retained by Contractor), and may not
                  provide for the withdrawal of any Delivered Covered Aircraft
                  more than 60 months after the Termination Date. Continental
                  shall select the individual aircraft to be withdrawn according
                  to the Wind-Down Schedule, including those aircraft to be
                  retained by Contractor, and shall notify Contractor of its
                  selection. Continental shall have complete discretion in the
                  selection of the particular Covered Aircraft to be withdrawn
                  in any month and those to be retained by Contractor; provided
                  that Continental must adhere to the timing, number and type of
                  aircraft to be retained by Contractor as provided in
                  Contractor's notice to Continental delivered pursuant to
                  Section 9.04(d)(i). In addition, in connection with the
                  withdrawal of each Covered Aircraft, whether such aircraft is
                  being retained by Contractor as an Uncovered Aircraft or
                  returned to Continental or its designee, Continental shall
                  have complete discretion in the selection of the particular
                  Engines or Turboprop engines to be withdrawn in connection
                  with any particular aircraft and shall notify Contractor of
                  its selection not less than 10 days after Continental shall
                  have selected aircraft to be withdrawn pursuant to this
                  Section 9.04(d). Continental shall bear the cost of any engine
                  swaps reasonably necessary to accommodate its engine
                  selections, based on the engine-location list provided to
                  Continental by Contractor; provided that Contractor shall use
                  its commercially reasonable efforts to minimize the






                                       30
<PAGE>

                  number and cost of engine swaps reasonably necessary to
                  accommodate Continental's engine selections and shall be
                  responsible for the cost of all such swaps, if any, required
                  because of any inaccuracy in the engine-location list provided
                  to Continental by Contractor.

                                    (iii) Within 30 days of receipt of
                  Continental's Wind-Down Schedule, Contractor may elect in
                  writing to have all of the Covered Aircraft being returned to
                  Continental (or its designee) converted to Uncovered Aircraft
                  and returned to Continental effective as of the Termination
                  Date. If Contractor does not make such an election, such
                  Covered Aircraft shall be converted to Uncovered Aircraft and
                  returned to Continental both in accordance with Continental's
                  Wind-Down Schedule delivered pursuant to Section 9.04(d)(ii).

                                    (iv) With respect to each aircraft that is
                  retained by Contractor pursuant to this Section 9.04(d), the
                  provisions of Section 9.04(a)(v) shall apply as if the
                  aircraft were being retained by Contractor in connection with
                  a termination under Section 9.03(a). With respect to each such
                  aircraft being returned to Continental (or its designee)
                  pursuant to this Section 9.04(d), the provisions of Section
                  9.04(a)(vi) shall apply as if the aircraft were being returned
                  to Continental in connection with a termination under Section
                  9.03(a).

                           (e) Termination at End of Term. If the Agreement is
         terminated at the end of the Base Term or any Extension Term, then the
         provisions of Section 9.04(a) shall apply as if the termination were
         pursuant to Section 9.03(a), except that the Termination Date shall be
         the end of such Base Term or Extension Term, and Continental's initial
         Wind-Down Schedule shall be delivered to Contractor not less than 24
         months prior to the Termination Date, and Contractor shall have 12
         months after receipt of the proposed Wind-Down Schedule to notify
         Continental of any Covered Aircraft that Contractor elects to retain.

                           (f) Termination of Other Financings. If any Covered
         Aircraft are not leased from Continental, but are subject to a security
         interest or mortgage in favor of Continental in connection with
         Continental's guarantee of Contractor's lease or purchase obligations,
         then the foregoing provisions relating to the termination of subleases
         shall apply instead to the foreclosure by Continental under such
         security interest or mortgage, as the case may be, and the foregoing
         provisions relating to increased lease rates shall apply instead to the
         payment by Contractor to Continental of a financing fee equal to two
         percent per annum of the amount guaranteed for the life of Contractor's
         lease or outstanding obligations with respect to the applicable Covered
         Aircraft.

                           (g) Maintenance at Continental's Expense. With
         respect to any aircraft being returned to Continental by Contractor, if
         pursuant to the provisions of this Agreement Contractor is released
         from the obligation to meet








                                       31
<PAGE>

         any return conditions applicable to such aircraft under the Covered
         Aircraft Sublease applicable thereto, Contractor shall, at
         Continental's cost, perform such maintenance on such aircraft,
         consistent with Contractor's maintenance program, as and when requested
         by Continental prior to such return.

                           (h) Fleet Hour Program. In connection with the return
         of any Covered Aircraft to Continental, Contractor shall use its
         commercially reasonable efforts to facilitate the participation by
         Continental in the fleet hour program of Rolls Royce Allison, and in
         connection therewith both Contractor and Continental shall cooperate in
         connection with any adjustment of charges pursuant to Section 5.4.3 of
         the Flight Hour Agreement precipitated by the return of any Covered
         Aircraft to Continental.

                           (i) Excess Inventory and Improvements.

                                    (i) In connection with the return of any
                  Covered Aircraft to Continental (whether pursuant to Section
                  2.02 or this Article IX), Continental shall promptly purchase
                  from Contractor the Excess Inventory relating thereto at a
                  price equal to the book value of such Excess Inventory on
                  Contractor's most recent financial statements.

                                    (ii) In connection with the return of any
                  Covered Aircraft to Continental (whether pursuant to Section
                  2.02 or this Article IX) which Covered Aircraft shall contain
                  improvements that are reflected as an asset on Contractor's
                  most recent financial statements, then Continental shall
                  promptly pay to Contractor the book value of such improvements
                  as reflected in such financial statements.

                                    (iii) In connection with the retention of
                  any Covered Aircraft by Contractor (whether pursuant to
                  Section 2.02 or this Article IX) which Covered Aircraft shall
                  contain improvements that are reflected as an asset on
                  Continental's most recent financial statements, then
                  Contractor shall promptly pay to Continental the book value of
                  such improvements as reflected in such financial statements.

         Section 9.05 Other Remedies for Breach.

                           (a) Material Breach by Contractor. Upon a material
         breach of this Agreement by Contractor (including without limitation,
         those described in Section 9.03(c)), which breach shall not have been
         cured within 60 days after written notice delivered by Continental to
         Contractor, then for the period from such 60th day until such breach is
         cured or the Agreement is otherwise terminated by Continental pursuant
         to Section 9.03, in addition to, and not in limitation of, any recourse
         or remedy available to Continental at law or in equity, Contractor
         shall pay to Continental on the 1st and 15th of each month during such
         period an amount equal to the greater of the Cost Factor and the
         Prevailing Margin, multiplied by Contractor's aggregate fixed and
         variable operating costs allocable





                                       32
<PAGE>

         to Scheduled Flights for the semi-monthly period ending one calendar
         month prior to the date of such payment; provided, that if the material
         breach is in respect of any event constituting Cause, the 60-day cure
         period referenced above shall not apply, and Contractor shall pay such
         amounts to Continental from the first day of such material breach until
         such breach is cured or the Agreement is otherwise terminated by
         Continental pursuant to Section 9.03; and provided further, that in no
         event shall Contractor be required to pay to Continental under this
         Section 9.05(a) in respect of any calendar month an amount that is in
         excess of the aggregate amount received by Contractor from Continental
         in respect of such calendar month pursuant to Section 3.06 (it being
         understood that the aggregate amount received by Contractor from
         Continental in respect of any calendar month shall include any amounts
         that would have been received but for the set-off of any such amounts
         by Continental pursuant to Section 11.16).

                           (b) Material Breach by Continental. Upon a material
         breach of this Agreement by Continental, which breach shall not have
         been cured within 60 days after written notice delivered by Contractor
         to Continental, then for the period from such 60th day until such
         breach is cured or the Agreement is otherwise terminated by Contractor
         pursuant to Section 9.03, in addition to, and not in limitation of, any
         recourse or remedy available to Contractor at law or in equity,
         Contractor shall be entitled to obtain the payments due to it hereunder
         directly from Airline Clearing House, Inc. for the duration of such
         default.

                           (c) Labor Strike. In the event of a Labor Strike,
         then (i) the provisions of Section 6.02(b) shall no longer apply for
         the duration of the Term, (ii) the provisions of Paragraph B(6)(e) of
         Schedule 3 and Section 9.05(a) shall apply, (iii) after each of the
         2nd, 15th, 30th, 45th, 60th and 75th days of such Labor Strike,
         Continental (or its designee) shall be entitled to take immediate
         possession of up to 20 Covered Aircraft (up to a total of 120 aircraft
         after such 75th day) designated by Continental, which shall
         simultaneously be withdrawn from this Agreement and the provisions of
         Section 9.04(a)(vi) shall apply as if such aircraft were being returned
         to Continental in connection with a termination under Section 9.03(a),
         and (iv) if Continental (or its designee) shall take possession of any
         aircraft pursuant to clause (iii) above, then for so long as the Labor
         Strike shall continue and for 180 days thereafter, Contractor shall
         provide Continental or its designee with first-priority access to all
         of Contractor's operating and training facilities, including without
         limitation, flight simulators and hangars, at the standard rental rate
         charged by Contractor to third parties prior to the beginning of the
         Labor Strike (or, if Contractor had not rented any such facility, at
         non-strike market rates), and to its inventory of spare parts and other
         equipment at market rates, in each case for such period of time and to
         such extent as is necessary and prudent in Continental's judgment to
         operate such aircraft safely and to integrate such aircraft and such
         operations into Continental's (or its designee's) fleet and operations.

                           (d) Punitive Damages. No party to this Agreement or
         any of its affiliates shall be liable to any other party hereto or any
         of its affiliates for




                                       33
<PAGE>

         claims for punitive, special or exemplary damages, arising out of or
         relating to this Agreement or the transactions contemplated hereby,
         regardless of whether a claim is based on contract, tort (including
         negligence), strict liability, violation of any applicable deceptive
         trade practices act or similar law or any other legal or equitable
         principle, and each party releases the others and their respective
         affiliates from liability for any such damages. No party shall be
         entitled to rescission of this Agreement as a result of breach of any
         other party's representations, warranties, covenants or agreements, or
         for any other matter.

                                   ARTICLE X
                    REPRESENTATIONS, WARRANTIES AND COVENANTS

         Section 10.01 Representations, Warranties and Covenants of Holdings,
XJT and ExpressJet. Holdings, XJT and ExpressJet, jointly and severally,
represent, warrant and covenant to Continental as of the date hereof as follows:

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

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

                           (c) Conflicts; Defaults. Neither the execution or
         delivery of this Agreement nor the performance by each of Holdings, XJT
         and ExpressJet of the transactions contemplated hereby will (i)
         violate, conflict with, or constitute a default under any of the terms
         of either Holdings', XJT's or ExpressJet's certificate of
         incorporation, by-laws, or any provision of, or result in the
         acceleration of any obligation under, any material contract, sales
         commitment, license, purchase order, security agreement, mortgage,
         note, deed, lien, lease or





                                       34
<PAGE>

         other agreement to which Holdings, XJT or ExpressJet is a party, (ii)
         result in the creation or imposition of liens in favor of any third
         person or entity, (iii) violate any law, statute, judgment, decree,
         order, rule or regulation of any governmental authority, or (iv)
         constitute any event which, after notice or lapse of time or both,
         would result in such violation, conflict, default, acceleration or
         creation or imposition of liens.

                           (d) Broker. None of Holdings, XJT or ExpressJet has
         retained or agreed to pay any broker or finder with respect to this
         Agreement and the transactions contemplated hereby.

                           (e) Board Designee. At all times during the Term,
         with respect to XJT and ExpressJet, and, with respect only to Holdings,
         when Continental has ceased to elect at least one director pursuant to
         its ownership of special voting preferred stock of Holdings, each of
         Holdings, XJT and ExpressJet agrees that it will endeavor to ensure
         that an individual designated from time to time by Continental (who
         shall not be a director, officer or employee of Continental) shall be a
         member of the board of directors of Holdings, XJT or ExpressJet, as the
         case may be. In furtherance of such endeavors, at the time of any
         nomination, appointment or election of any board member of Holdings,
         XJT or ExpressJet, when no Continental designee is a member of such
         board, and, with respect only to Holdings, when Continental has ceased
         to elect at least one director pursuant to its ownership of special
         voting preferred stock of Holdings, then Holdings, XJT or ExpressJet,
         as the case may be, shall nominate or appoint, as the case may be, an
         individual designated by Continental at such time and, in the event of
         a shareholders vote, shall recommend to shareholders such individual's
         election to the board. In addition, at any time when no Continental
         designee is a member of its board and at Continental's request,
         Holdings, XJT or ExpressJet, as the case may be, shall invite the
         individual designated by Continental at such time to attend all board
         meetings (including telephonic meetings) and review all actions taken
         without a meeting, and shall provide such individual, at the same time
         as provided to board members, all materials provided to board members
         in connection with such meetings or actions taken without a meeting.

         Section 10.02 Representations and Warranties of Continental.
Continental represents and warrants to Holdings, XJT and ExpressJet as of the
date hereof as follows:

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

                           (b) Authority Relative to this Agreement. Continental
         has the corporate power and authority to execute and deliver this
         Agreement and to consummate the transactions contemplated hereby in
         accordance with the terms hereof. The execution and delivery of this
         Agreement and the consummation of the transactions contemplated hereby
         have been duly authorized by all necessary corporate action on the part
         of Continental. This Agreement has been duly and






                                       35
<PAGE>

         validly executed and delivered by Continental and is, assuming due
         execution and delivery thereof by Holdings, XJT and ExpressJet and that
         Holdings, XJT and ExpressJet each has legal power and right to enter
         into this Agreement, a valid and binding obligation of Continental,
         enforceable against Continental in accordance with its terms, except as
         enforcement hereof may be limited by bankruptcy, insolvency, fraudulent
         conveyance, reorganization, moratorium and other similar laws relating
         to or affecting the enforcement of creditors' rights generally and
         legal principles of general applicability governing the availability of
         equitable remedies (whether considered in a proceeding in equity or at
         law or otherwise under applicable law).

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

                           (d) Broker. Continental has not retained or agreed to
         pay any broker or finder with respect to this Agreement and the
         transactions contemplated hereby.

                                   ARTICLE XI
                                  MISCELLANEOUS

         Section 11.01 Amendment of Certain Contracts. Without Continental's
express prior written consent, Contractor shall not amend, supplement, grant a
waiver or extension under, or otherwise modify (i) the Embraer Contract in any
manner that results in changes to the pricing, number or delivery schedule of
firm-order and option aircraft subject to such agreements, the financing or
leasing arrangements contained therein, or any other changes that may be
expected to adversely affect Continental's rights, benefits or obligations under
this Agreement or Contractor's ability to perform hereunder, or (ii) the Flight
Hour Agreement in any manner that adversely affects the engine maintenance costs
of Contractor or Continental in respect of the Covered Aircraft. Contractor
agrees to consent to any amendment of the Embraer Contract that reduces the
financing or other obligations of Continental under the Embraer Contract,
provided that such amendment does not increase the obligations of Contractor
under such contract, it being understood that such amendment shall not discharge
or otherwise reduce Continental's obligations under Article V.




                                       36
<PAGE>

         Section 11.02 Notices. All notices made pursuant to this Agreement
shall be in writing and shall be deemed given upon (a) a transmitter's
confirmation of a receipt of a facsimile transmission (but only if followed by
confirmed delivery by a standard overnight courier the following Business Day or
if delivered by hand the following Business Day), or (b) confirmed delivery by a
standard overnight courier or delivered by hand, to the parties at the following
addresses:

if to Continental:

         Continental Airlines, Inc.
         1600 Smith Street, HQSCD
         Houston, Texas 77002
         Attention: Senior Vice President - Corporate Development
         Telecopy No.: (713) 324-3229

with a copy to:

         Continental Airlines, Inc.
         1600 Smith Street, HQSLG
         Houston, Texas 77002
         Attention: General Counsel
         Telecopy No.: (713) 324-5161

if to Holdings, XJT or ExpressJet to:

         ExpressJet Holdings, Inc.
         1600 Smith Street, HQSCE
         Houston, Texas 77002
         Attention:  Chief Financial Officer
         Telecopy No.: (713) 324-4420

or to such other address as any party hereto may have furnished to the other
parties by a notice in writing in accordance with this Section 11.02.

         Section 11.03 Binding Effect; Assignment. This Agreement and all of the
provisions hereof shall be binding upon the parties hereto and inure to the
benefit of the parties hereto and their respective successors and permitted
assigns. Except with respect to a merger of either party with another Person,
neither this Agreement nor any of the rights, interests or obligations hereunder
shall be assigned by any party hereto without the prior written consent of the
other parties.

         Section 11.04 Amendment and Modification. This Agreement may not be
amended or modified in any respect except by a written agreement signed by the
parties hereto.

         Section 11.05 Waiver. The observance of any term of this Agreement may
be waived (either generally or in a particular instance and either retroactively
or





                                       37
<PAGE>

prospectively) by the party entitled to enforce such term, but such waiver shall
be effective only if it is in writing signed by the party against which such
waiver is to be asserted. Unless otherwise expressly provided in this Agreement,
no delay or omission on the part of any party in exercising any right or
privilege under this Agreement shall operate as a waiver thereof, nor shall any
waiver on the part of any party of any right or privilege under this Agreement
operate as a waiver of any other right or privilege under this Agreement nor
shall any single or partial exercise of any right or privilege preclude any
other or further exercise thereof or the exercise of any other right or
privilege under this Agreement. No failure by any party to take any action or
assert any right or privilege hereunder shall be deemed to be a waiver of such
right or privilege in the event of the continuation or repetition of the
circumstances giving rise to such right unless expressly waived in writing by
each party against whom the existence of such waiver is asserted.

         Section 11.06 Interpretation. The table of contents and the section and
other headings and subheadings contained in this Agreement and in the exhibits
and schedules hereto are solely for the purpose of reference, are not part of
the agreement of the parties hereto, and shall not in any way affect the meaning
or interpretation of this Agreement or any exhibit or schedule hereto. All
references to days or months shall be deemed references to calendar days or
months. All references to "$" shall be deemed references to United States
dollars. Unless the context otherwise requires, any reference to an "Article," a
"Section," an "Exhibit," or a "Schedule" shall be deemed to refer to a section
of this Agreement or an exhibit or schedule to this Agreement, as applicable.
The words "hereof," "herein" and "hereunder" and words of similar import
referring to this Agreement refer to this Agreement as a whole and not to any
particular provision of this Agreement. Whenever the words "include," "includes"
or "including" are used in this Agreement, unless otherwise specifically
provided, they shall be deemed to be followed by the words "without limitation."
This Agreement shall be construed without regard to any presumption or rule
requiring construction or interpretation against the party drafting or causing
the document to be drafted.

         Section 11.07 Confidentiality. Except as required by law or in any
proceeding to enforce the provisions of this Agreement, Continental, ExpressJet,
XJT and Holdings hereby agree not to publicize or disclose to any third party
the terms or conditions of this Agreement or any of the Ancillary Agreements, or
any exhibit, schedule or appendix hereto or thereto, without the prior written
consent of the other parties thereto. Except as required by law or in any
proceeding to enforce the provisions of this Agreement or any of the Ancillary
Agreements, Continental, ExpressJet, XJT and Holdings hereby agree not to
disclose to any third party any confidential information or data, both oral and
written, received from the other, whether pursuant to or in connection with this
Agreement or any of the Ancillary Agreements, and designated as such by the
other without the prior written consent of the party providing such confidential
information or data. Continental, ExpressJet, XJT and Holdings hereby agree not
to use any such confidential information or data of the other party other than
in connection with performing their respective obligations or enforcing their
respective rights under this Agreement or any of the Ancillary Agreements, or as
otherwise expressly contemplated by this Agreement or any of the Ancillary
Agreements. If any party is served with a subpoena or other process requiring
the production or disclosure of any of such






                                       38
<PAGE>

agreements or information, then the party receiving such subpoena or other
process, before complying with such subpoena or other process, shall immediately
notify the other parties of same and permit said other parties a reasonable
period of time to intervene and contest disclosure or production. Upon
termination of this Agreement, each party must return to each other any
confidential information or data received from the other and designated as such
by the party providing such confidential information or data which is still in
the recipient's possession or control. The provisions of this Section 11.07
shall survive the termination of this Agreement for a period of ten years.

         Section 11.08 Arbitration.

                           (a) Agreement to Arbitrate. Subject to Section 11.11,
         any and all claims, demands, causes of action, disputes, controversies,
         and other matters in question arising out of or primarily relating to
         Article III or Schedule 3 to this Agreement, including without
         limitation the definition of any term used therein (all of which are
         referred to herein as "Claims") shall be resolved by binding
         arbitration pursuant to the Federal Arbitration Act. Each of the
         parties agrees that arbitration under this Section 11.08 is the
         exclusive method for resolving any Claim and that it will not commence
         an action or proceeding based on a Claim hereunder, except to enforce
         the arbitrators' decisions as provided in this Section 11.08, to compel
         any other party to participate in arbitration under this Section 11.08
         or as otherwise provided in Section 11.11. The governing law for any
         such action or proceeding shall be the law set forth in Section
         11.08(f).

                           (b) Initiation of Arbitration. If any Claim has not
         been resolved by mutual agreement on or before the 15th day following
         the first notice of the subject matter of the Claim to or from a
         disputing party, then the arbitration may be initiated by any party by
         providing to the others a written notice of arbitration specifying the
         Claim or Claims to be arbitrated. If a party refuses to honor its
         obligations under this agreement to arbitrate, any other party may
         compel arbitration in either federal or state court.

                           (c) Place of Arbitration. The arbitration proceeding
         shall be conducted in Houston, Texas, or some other place mutually
         agreed upon by the parties.

                           (d) Selection of Arbitrators. Within thirty days of
         the notice initiating the arbitration procedure, each party shall
         designate one arbitrator, who shall not be disqualified on the basis of
         minimal past or present relationships with the party appointing such
         arbitrator. If a party fails to designate an arbitrator, the other
         party may have an arbitrator appointed by applying to the senior active
         United States District Judge for the Southern District of Texas. The
         two arbitrators so selected shall then select a third arbitrator. If
         the two arbitrators chosen by the parties fail to agree on the third
         arbitrator, then the parties (or either of them) may apply to the
         senior active United States District Judge for the Southern District of
         Texas for the appointment of a third arbitrator. The third arbitrator
         shall take an oath of neutrality. The three arbitrators shall make all
         of






                                       39
<PAGE>

         their decisions by majority vote. Evident partiality on the part of an
         arbitrator exists only where the circumstances are such that a
         reasonable person would have to conclude there in fact existed actual
         bias and a mere appearance or impression of bias will not constitute
         evident partiality or otherwise disqualify an arbitrator. Minimal or
         trivial past or present relationships between the neutral arbitrator
         and the party selecting such arbitrator or any of the other
         arbitrators, or the failure to disclose such minimal or trivial past or
         present relationships, will not by themselves constitute evident
         partiality or otherwise disqualify any arbitrator.

                           (e) Choice of Law as to Procedural Matters. The
         enforcement of this agreement to arbitrate, the making, validity,
         construction, and interpretation of this agreement to arbitrate, and
         all procedural aspects of the proceeding pursuant to this agreement to
         arbitrate, including but not limited to, the issues subject to
         arbitration (i.e., arbitrability), the scope of the arbitrable issues,
         allegations of waiver, delay or defenses to arbitrability, and the
         rules governing the conduct of the arbitration, shall be governed by
         and construed pursuant to the Federal Arbitration Act.

                           (f) Choice of Law as to Substantive Claims. In
         deciding the substance of the parties' Claims, the arbitrators shall
         apply the substantive laws of the State of Texas (excluding Texas
         choice-of-law principles that might call for the application of the law
         of another jurisdiction).

                           (g) Procedure. Except as modified in this Agreement,
         the arbitration shall be conducted in accordance with the rules of
         arbitration of the Federal Arbitration Act and, to the extent an issue
         is not addressed by the federal law of arbitration, by the Commercial
         Arbitration Rules of the American Arbitration Association. It is
         contemplated that although the arbitration shall be conducted in
         accordance with the Commercial Arbitration Rules of the American
         Arbitration Association, the arbitration proceeding will be
         self-administered by the parties; provided, however, that if a party
         believes the process will be enhanced if it is administered by the
         American Arbitration Association, such party shall have the right to
         cause the process to become administered by the American Arbitration
         Association by applying to the American Arbitration Association and,
         thereafter, the arbitration shall be conducted pursuant to the
         administration of the American Arbitration Association. In determining
         the extent of discovery, the number and length of depositions, and all
         other pre-hearing matters, the arbitrators shall endeavor to the extent
         possible to streamline the proceedings and minimize the time and cost
         of the proceedings.

                           (h) Final Hearing. The final hearing shall be
         conducted within 120 days of the selection of the third arbitrator. The
         final hearing shall not exceed ten working days, with each party to be
         granted one-half of the allocated time to present its case to the
         arbitrators.

                           (i) Damages. Only actual damages may be awarded. It
         is expressly agreed that the arbitrators shall have no authority to
         award treble,





                                       40
<PAGE>

         exemplary or punitive damages of any type under any circumstances
         regardless of whether such damages may be available under the
         applicable law.

                           (j) Decision of the Arbitration. The arbitrators
         shall render their final decision within twenty days of the completion
         of the final hearing completely resolving all of the Claims that are
         the subject of the arbitration proceeding. The arbitrators' ultimate
         decision after final hearing shall be in writing. The arbitrators shall
         certify in their decision that no part of their award includes any
         amount for treble, exemplary or punitive damages. The arbitrators'
         decision shall be final and non-appealable to the maximum extent
         permitted by law. Any and all of the arbitrators' orders and decisions
         may be enforceable in, and judgment upon any award rendered in the
         arbitration proceeding may be confirmed and entered by, any federal or
         state court having jurisdiction.

                           (k) Confidentiality. All proceedings conducted
         hereunder and the decision of the arbitrators shall be kept
         confidential by the parties.

         Section 11.09 Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. The Agreement may be
executed by facsimile signature.

         Section 11.10 Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof. Any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

         Section 11.11 Equitable Remedies. Each of Continental, Holdings, XJT
and ExpressJet acknowledges and agrees that under certain circumstances the
breach by Continental, Holdings, XJT or ExpressJet of a term or provision of
this Agreement will materially and irreparably harm the other party, that money
damages will accordingly not be an adequate remedy for such breach and that the
non-defaulting party, in its sole discretion and in addition to its rights under
this Agreement and any other remedies it may have at law or in equity, may apply
to any court of law or equity of competent jurisdiction (without posting any
bond or deposit) for specific performance and/or other injunctive relief in
order to enforce or prevent any breach of the provisions of this Agreement.

         Section 11.12 Relationship of Parties. Nothing in this Agreement shall
be interpreted or construed as establishing between the parties a partnership,
joint venture or other similar arrangement.

         Section 11.13 Entire Agreement. This Agreement (including the exhibits
and schedules hereto) and the Ancillary Agreements are intended by the parties
as a complete statement of the entire agreement and understanding of the parties
with respect to the subject matter hereof and all matters between the parties
related to the subject matter herein or therein set forth.




                                       41
<PAGE>

         Section 11.14 Governing Law. Except with respect to matters referenced
in Section 11.08(e) (which shall be governed by and construed pursuant to the
Federal Arbitration Act), this Agreement shall be governed by and construed in
accordance with the laws of the State of Texas (excluding Texas choice-of-law
principles that might call for the application of the law of another
jurisdiction) as to all matters, including matters of validity, construction,
effect, performance and remedies. Except as otherwise provided in Section
11.08(e), any action arising out of this Agreement or the rights and duties of
the parties arising hereunder may be brought, if at all, only in the state or
federal courts located in Harris County, Texas.

         Section 11.15 Guarantees.

                           (a) Holdings Guarantee. Holdings hereby
         unconditionally and irrevocably guarantees to Continental the due and
         punctual performance by each of XJT and ExpressJet of all of their
         obligations arising under this Agreement and the Ancillary Agreements.
         If either XJT or ExpressJet shall fail or be unable to perform such
         obligations as and when the same shall be required to be performed,
         then Holdings shall be obligated to perform or cause to be performed
         such obligations in accordance with the terms hereof and thereof. This
         guaranty is a guaranty of payment, performance and compliance and not
         of collectibility and is in no way conditioned or contingent upon any
         attempt to collect from or enforce performance or compliance by
         ExpressJet or XJT or upon any other event or condition whatsoever.

                           (b) XJT Guarantee. XJT hereby unconditionally and
         irrevocably guarantees to Continental the due and punctual performance
         by ExpressJet of all of its obligations arising under this Agreement
         and the Ancillary Agreements. If ExpressJet shall fail or be unable to
         perform such obligations as and when the same shall be required to be
         performed, then XJT shall be obligated to perform or cause to be
         performed such obligations in accordance with the terms hereof and
         thereof. This guaranty is a guaranty of payment, performance and
         compliance and not of collectibility and is in no way conditioned or
         contingent upon any attempt to collect from or enforce performance or
         compliance by ExpressJet or upon any other event or condition
         whatsoever.

         Section 11.16 Right of Set-Off. If (i) any party hereto shall be in
default hereunder to any other party, (ii) Contractor shall be in default under
any Covered Aircraft Sublease or Uncovered Aircraft Sublease, (iii) Contractor
shall be in default under that certain promissory note, dated as of March 31,
2001, payable by Contractor in favor of Continental, or (iv) any party to any
tax agreement among the parties hereto shall be in default to any other party
thereunder, then in any such case the non-defaulting party shall be entitled to
set off from any payment owed by such non-defaulting party to the defaulting
party hereunder any amount owed by the defaulting party to the non-defaulting
party thereunder; provided that contemporaneously with any such set-off, the






                                       42
<PAGE>

non-defaulting party shall give written notice of such action to the defaulting
party; provided further that the failure to give such notice shall not affect
the validity of the set-off. It is specifically agreed that (i) for purposes of
the set-off by any non-defaulting party, mutuality shall be deemed to exist
among Continental, Holdings, XJT and ExpressJet; (ii) reciprocity among
Continental, Holdings, XJT and ExpressJet exists with respect to their relative
rights and obligations in respect of any such set-off; and (iii) the right of
set-off is given as additional security to induce the parties to enter into the
transactions contemplated hereby and by the Ancillary Agreements. Upon
completion of any such set-off, the obligation of the defaulting party to the
non-defaulting party shall be extinguished to the extent of the amount so
set-off. Each party hereto further waives any right to assert as a defense to
any attempted set-off the requirements of liquidation or mutuality. This set-off
provision shall be without prejudice, and in addition, to any right of set-off,
combination of accounts, lien or other right to which any non-defaulting party
is at any time otherwise entitled (either by operation of law, contract or
otherwise).

         Section 11.17 Cooperation with Respect to Reporting. Each of the
parties hereto agrees to use its commercially reasonable efforts to cooperate
with each other party in providing necessary data, to the extent in the
possession of the first party, required by such other party in order to meet any
reporting requirements to, or otherwise in connection with any filing with or
provision of information to be made to, any regulatory agency or other
governmental authority.




                                       43
<PAGE>



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


                         CONTINENTAL AIRLINES, INC.


                         By:
                            --------------------------------------------------
                         Name:
                              ------------------------------------------------
                         Title:
                               -----------------------------------------------


                         EXPRESSJET HOLDINGS, INC.


                         By:
                            --------------------------------------------------
                         Name:
                              ------------------------------------------------
                         Title:
                               -----------------------------------------------


                         XJT HOLDINGS, INC.


                         By:
                            --------------------------------------------------
                         Name:
                              ------------------------------------------------
                         Title:
                               -----------------------------------------------


                         EXPRESSJET AIRLINES, INC.


                         By:
                            --------------------------------------------------
                         Name:
                              ------------------------------------------------
                         Title:
                               -----------------------------------------------






                                       44
<PAGE>



                                   SCHEDULE 1
                                COVERED AIRCRAFT

                                ERJ-145 AIRCRAFT
<Table>
<Caption>
      ORDER                                                                             1/1/01
      NUMBER            AIRCRAFT          TAIL         US REG            MSN            STATUS
====================================================================================================
<S>                    <C>               <C>           <C>             <C>            <C>
                       ERJ-145ER          925          N14925          145004         Delivered
                       ERJ-145ER          926          N15926          145005         Delivered
                       ERJ-145ER          927          N16927          145006         Delivered
                       ERJ-145ER          928          N17928          145007         Delivered
                       ERJ-145ER          929          N13929          145009         Delivered
                       ERJ-145ER          930          N14930          145011         Delivered
                       ERJ-145ER          932          N15932          145015         Delivered
                       ERJ-145ER          933          N14933          145018         Delivered
                       ERJ-145ER          934          N12934          145019         Delivered
                       ERJ-145ER          935          N13935          145022         Delivered
                       ERJ-145ER          936          N13936          145025         Delivered
                       ERJ-145ER          937          N14937          145026         Delivered
                       ERJ-145ER          938          N14938          145029         Delivered
                       ERJ-145ER          939          N14939          145030         Delivered
                       ERJ-145ER          940          N14940          145033         Delivered
                       ERJ-145ER          941          N15941          145035         Delivered
                       ERJ-145ER          942          N14942          145037         Delivered
                       ERJ-145ER          943          N14943          145040         Delivered
                       ERJ-145ER          944          N16944          145045         Delivered
                       ERJ-145ER          945          N14945          145049         Delivered
                       ERJ-145ER          946          N12946          145052         Delivered
                       ERJ-145ER          947          N14947          145054         Delivered
                       ERJ-145ER          948          N15948          145056         Delivered
                       ERJ-145LR          949          N13949          145057         Delivered
                       ERJ-145LR          950          N14950          145061         Delivered
                       ERJ-145LR          951          N16951          145063         Delivered
                       ERJ-145LR          952          N14952          145067         Delivered
                       ERJ-145LR          953          N14953          145071         Delivered
                       ERJ-145LR          954          N16954          145072         Delivered
                       ERJ-145LR          955          N13955          145075         Delivered
                       ERJ-145LR          956          N13956          145078         Delivered
                       ERJ-145LR          957          N12957          145080         Delivered
                       ERJ-145LR          958          N13958          145085         Delivered
                       ERJ-145LR          959          N14959          145091         Delivered
                       ERJ-145LR          960          N14960          145100         Delivered
                       ERJ-145LR          961          N16961          145103         Delivered
                       ERJ-145LR          962          N27962          145110         Delivered
                       ERJ-145LR          963          N16963          145116         Delivered
                       ERJ-145LR          964          N13964          145123         Delivered
                       ERJ-145LR          965          N13965          145125         Delivered
                       ERJ-145LR          966          N19966          145131         Delivered
                       ERJ-145LR          967          N12967          145133         Delivered
                       ERJ-145LR          968          N13968          145138         Delivered
</Table>



                                  Schedule 1-1
<PAGE>


<Table>
<Caption>
      ORDER                                                                             1/1/01
      NUMBER            AIRCRAFT          TAIL         US REG            MSN            STATUS
====================================================================================================
<S>                    <C>               <C>           <C>             <C>            <C>
                       ERJ-145LR          969          N13969          145141         Delivered
                       ERJ-145LR          970          N13970          145146         Delivered
                       ERJ-145LR          971          N22971          145149         Delivered
                       ERJ-145LR          972          N14972          145151         Delivered
                       ERJ-145LR          973          N15973          145159         Delivered
                       ERJ-145LR          974          N14974          145161         Delivered
                       ERJ-145LR          975          N13975          145163         Delivered
                       ERJ-145LR          976          N16976          145171         Delivered
                       ERJ-145LR          977          N14977          145175         Delivered
                       ERJ-145LR          978          N13978          145180         Delivered
                       ERJ-145LR          979          N13979          145181         Delivered
                       ERJ-145LR          980          N15980          145202         Delivered
                       ERJ-145LR          981          N16981          145208         Delivered
                       ERJ-145LR          982          N18982          145223         Delivered
                       ERJ-145LR          983          N15983          145239         Delivered
                       ERJ-145LR          984          N17984          145246         Delivered
                       ERJ-145LR          985          N15985          145248         Delivered
                       ERJ-145LR          986          N15986          145254         Delivered
                       ERJ-145LR          987          N16987          145261         Delivered
                       ERJ-145LR          988          N13988          145265         Delivered
                       ERJ-145LR          989          N13989          145271         Delivered
                       ERJ-145LR          990          N13990          145277         Delivered
                       ERJ-145LR          991          N14991          145278         Delivered
                       ERJ-145LR          992          N13992          145284         Delivered
                       ERJ-145LR          993          N14993          145289         Delivered
                       ERJ-145LR          994          N13994          145291         Delivered
                       ERJ-145LR          995          N13995          145295         Delivered
                       ERJ-145LR          996          N12996          145296         Delivered
                       ERJ-145LR          997          N13997          145298         Delivered
                       ERJ-145LR          998          N14998          145302         Delivered
                       ERJ-145LR          999          N16999          145307         Delivered
                       ERJ-145LR          924          N12924          145311         Delivered
                       ERJ-145LR          923          N14923          145318         Delivered
                       ERJ-145LR          922          N12922          145338         Delivered
                       ERJ-145LR          921          N12921          145354         Delivered
   Aircraft 80         ERJ-145LR                                                         Firm
   Aircraft 81         ERJ-145LR                                                         Firm
   Aircraft 82         ERJ-145LR                                                         Firm
   Aircraft 83         ERJ-145LR                                                         Firm
   Aircraft 84         ERJ-145LR                                                         Firm
   Aircraft 85         ERJ-145LR                                                         Firm
   Aircraft 86         ERJ-145LR                                                         Firm
   Aircraft 87         ERJ-145LR                                                         Firm
   Aircraft 88         ERJ-145LR                                                         Firm
   Aircraft 89         ERJ-145LR                                                         Firm
   Aircraft 90         ERJ-145LR                                                         Firm
   Aircraft 91         ERJ-145LR                                                         Firm
</Table>




                                  Schedule 1-2
<PAGE>

<Table>
<Caption>
      ORDER                                                                             1/1/01
      NUMBER            AIRCRAFT          TAIL         US REG            MSN            STATUS
====================================================================================================
<S>                    <C>               <C>           <C>             <C>            <C>
   Aircraft 92         ERJ-145LR                                                         Firm
   Aircraft 93         ERJ-145LR                                                         Firm
   Aircraft 94         ERJ-145LR                                                         Firm
   Aircraft 95         ERJ-145LR                                                         Firm
   Aircraft 96         ERJ-145LR                                                         Firm
   Aircraft 97         ERJ-145LR                                                         Firm
   Aircraft 98         ERJ-145LR                                                         Firm
   Aircraft 99         ERJ-145LR                                                         Firm
   Aircraft 100        ERJ-145LR                                                         Firm
   Aircraft 101        ERJ-145LR                                                         Firm
   Aircraft 102        ERJ-145LR                                                         Firm
   Aircraft 103        ERJ-145LR                                                         Firm
   Aircraft 104        ERJ-145LR                                                         Firm
   Aircraft 105        ERJ-145LR                                                         Firm
   Aircraft 106        ERJ-145LR                                                         Firm
   Aircraft 107        ERJ-145LR                                                         Firm
   Aircraft 108        ERJ-145LR                                                         Firm
   Aircraft 109        ERJ-145LR                                                         Firm
   Aircraft 110        ERJ-145LR                                                         Firm
   Aircraft 111        ERJ-145LR                                                         Firm
   Aircraft 112        ERJ-145LR                                                         Firm
   Aircraft 113        ERJ-145LR                                                         Firm
   Aircraft 114        ERJ-145LR                                                         Firm
   Aircraft 115        ERJ-145LR                                                         Firm
   Aircraft 116        ERJ-145LR                                                         Firm
   Aircraft 117        ERJ-145LR                                                         Firm
   Aircraft 118        ERJ-145LR                                                         Firm
   Aircraft 119        ERJ-145LR                                                         Firm
   Aircraft 120        ERJ-145LR                                                         Firm
   Aircraft 121        ERJ-145LR                                                         Firm
   Aircraft 122        ERJ-145LR                                                         Firm
   Aircraft 123        ERJ-145LR                                                         Firm
   Aircraft 124        ERJ-145LR                                                         Firm
   Aircraft 125        ERJ-145LR                                                         Firm
   Aircraft 126        ERJ-145LR                                                         Firm
   Aircraft 127        ERJ-145LR                                                         Firm
   Aircraft 128        ERJ-145LR                                                         Firm
   Aircraft 129        ERJ-145LR                                                         Firm
   Aircraft 130        ERJ-145LR                                                         Firm
   Aircraft 131        ERJ-145LR                                                         Firm
   Aircraft 132        ERJ-145LR                                                         Firm
   Aircraft 133        ERJ-145LR                                                         Firm
   Aircraft 134        ERJ-145LR                                                         Firm
   Aircraft 135        ERJ-145LR                                                         Firm
   Aircraft 136        ERJ-145LR                                                         Firm
   Aircraft 137        ERJ-145LR                                                         Firm
   Aircraft 138        ERJ-145LR                                                         Firm
</Table>




                                  Schedule 1-3
<PAGE>

<Table>
<Caption>
      ORDER                                                                             1/1/01
      NUMBER            AIRCRAFT          TAIL         US REG            MSN            STATUS
====================================================================================================
<S>                    <C>               <C>           <C>             <C>            <C>
   Aircraft 139        ERJ-145LR                                                         Firm
   Aircraft 140        ERJ-145LR                                                         Firm
   Aircraft 141        ERJ-145LR                                                         Firm
   Aircraft 142        ERJ-145LR                                                         Firm
   Aircraft 143        ERJ-145LR                                                         Firm
   Aircraft 144        ERJ-145LR                                                         Firm
   Aircraft 145        ERJ-145LR                                                         Firm
   Aircraft 146        ERJ-145LR                                                         Firm
   Aircraft 147        ERJ-145LR                                                         Firm
   Aircraft 148        ERJ-145LR                                                         Firm
   Aircraft 149        ERJ-145LR                                                         Firm
   Aircraft 150        ERJ-145LR                                                         Firm
   Aircraft 151        ERJ-145LR                                                         Firm
   Aircraft 152        ERJ-145LR                                                         Firm
   Aircraft 153        ERJ-145LR                                                         Firm
   Aircraft 154        ERJ-145LR                                                         Firm
   Aircraft 155        ERJ-145LR                                                         Firm
   Aircraft 156        ERJ-145LR                                                         Firm
   Aircraft 157        ERJ-145LR                                                         Firm
   Aircraft 158        ERJ-145LR                                                         Firm
   Aircraft 159        ERJ-145LR                                                         Firm
   Aircraft 1          ERJ-145XR                                                         Firm
   Aircraft 2          ERJ-145XR                                                         Firm
   Aircraft 3          ERJ-145XR                                                         Firm
   Aircraft 4          ERJ-145XR                                                         Firm
   Aircraft 5          ERJ-145XR                                                         Firm
   Aircraft 6          ERJ-145XR                                                         Firm
   Aircraft 7          ERJ-145XR                                                         Firm
   Aircraft 8          ERJ-145XR                                                         Firm
   Aircraft 9          ERJ-145XR                                                         Firm
   Aircraft 10         ERJ-145XR                                                         Firm
   Aircraft 11         ERJ-145XR                                                         Firm
   Aircraft 12         ERJ-145XR                                                         Firm
   Aircraft 13         ERJ-145XR                                                         Firm
   Aircraft 14         ERJ-145XR                                                         Firm
   Aircraft 15         ERJ-145XR                                                         Firm
   Aircraft 16         ERJ-145XR                                                         Firm
   Aircraft 17         ERJ-145XR                                                         Firm
   Aircraft 18         ERJ-145XR                                                         Firm
   Aircraft 19         ERJ-145XR                                                         Firm
   Aircraft 20         ERJ-145XR                                                         Firm
   Aircraft 21         ERJ-145XR                                                         Firm
   Aircraft 22         ERJ-145XR                                                         Firm
   Aircraft 23         ERJ-145XR                                                         Firm
   Aircraft 24         ERJ-145XR                                                         Firm
   Aircraft 25         ERJ-145XR                                                         Firm
</Table>




                                  Schedule 1-4
<PAGE>

<Table>
<Caption>
      ORDER                                                                             1/1/01
      NUMBER            AIRCRAFT          TAIL         US REG            MSN            STATUS
====================================================================================================
<S>                    <C>               <C>           <C>             <C>            <C>
   Aircraft 26         ERJ-145XR                                                         Firm
   Aircraft 27         ERJ-145XR                                                         Firm
   Aircraft 28         ERJ-145XR                                                         Firm
   Aircraft 29         ERJ-145XR                                                         Firm
   Aircraft 30         ERJ-145XR                                                         Firm
   Aircraft 31         ERJ-145XR                                                         Firm
   Aircraft 32         ERJ-145XR                                                         Firm
   Aircraft 33         ERJ-145XR                                                         Firm
   Aircraft 34         ERJ-145XR                                                         Firm
   Aircraft 35         ERJ-145XR                                                         Firm
   Aircraft 36         ERJ-145XR                                                         Firm
   Aircraft 37         ERJ-145XR                                                         Firm
   Aircraft 38         ERJ-145XR                                                         Firm
   Aircraft 39         ERJ-145XR                                                         Firm
   Aircraft 40         ERJ-145XR                                                         Firm
   Aircraft 41         ERJ-145XR                                                         Firm
   Aircraft 42         ERJ-145XR                                                         Firm
   Aircraft 43         ERJ-145XR                                                         Firm
   Aircraft 44         ERJ-145XR                                                         Firm
   Aircraft 45         ERJ-145XR                                                         Firm
   Aircraft 46         ERJ-145XR                                                         Firm
   Aircraft 47         ERJ-145XR                                                         Firm
   Aircraft 48         ERJ-145XR                                                         Firm
   Aircraft 49         ERJ-145XR                                                         Firm
   Aircraft 50         ERJ-145XR                                                         Firm
   Aircraft 51         ERJ-145XR                                                         Firm
   Aircraft 52         ERJ-145XR                                                         Firm
   Aircraft 53         ERJ-145XR                                                         Firm
   Aircraft 54         ERJ-145XR                                                         Firm
   Aircraft 55         ERJ-145XR                                                         Firm
   Aircraft 56         ERJ-145XR                                                         Firm
   Aircraft 57         ERJ-145XR                                                         Firm
   Aircraft 58         ERJ-145XR                                                         Firm
   Aircraft 59         ERJ-145XR                                                         Firm
   Aircraft 60         ERJ-145XR                                                         Firm
   Aircraft 61         ERJ-145XR                                                         Firm
   Aircraft 62         ERJ-145XR                                                         Firm
   Aircraft 63         ERJ-145XR                                                         Firm
   Aircraft 64         ERJ-145XR                                                         Firm
   Aircraft 65         ERJ-145XR                                                         Firm
   Aircraft 66         ERJ-145XR                                                         Firm
   Aircraft 67         ERJ-145XR                                                         Firm
   Aircraft 68         ERJ-145XR                                                         Firm
   Aircraft 69         ERJ-145XR                                                         Firm
   Aircraft 70         ERJ-145XR                                                         Firm
   Aircraft 71         ERJ-145XR                                                         Firm
   Aircraft 72         ERJ-145XR                                                         Firm
</Table>





                                  Schedule 1-5
<PAGE>

<Table>
<Caption>
      ORDER                                                                             1/1/01
      NUMBER            AIRCRAFT          TAIL         US REG            MSN            STATUS
====================================================================================================
<S>                    <C>               <C>           <C>             <C>            <C>
   Aircraft 73         ERJ-145XR                                                         Firm
   Aircraft 74         ERJ-145XR                                                         Firm
   Aircraft 75         ERJ-145XR                                                         Firm
   Aircraft 76         ERJ-145XR                                                         Firm
   Aircraft 77         ERJ-145XR                                                         Firm
   Aircraft 78         ERJ-145XR                                                         Firm
   Aircraft 79         ERJ-145XR                                                         Firm
   Aircraft 80         ERJ-145XR                                                         Firm
   Aircraft 81         ERJ-145XR                                                         Firm
   Aircraft 82         ERJ-145XR                                                         Firm
   Aircraft 83         ERJ-145XR                                                         Firm
   Aircraft 84         ERJ-145XR                                                         Firm
   Aircraft 85         ERJ-145XR                                                         Firm
   Aircraft 86         ERJ-145XR                                                         Firm
</Table>


                                ERJ-135 AIRCRAFT

 <Table>
 <Caption>

       ORDER                                                                             1/1/01
       NUMBER            AIRCRAFT          TAIL         US REG            MSN            STATUS
 ====================================================================================================
<S>                     <C>               <C>          <C>              <C>             <C>
                        ERJ-135ER           501         N16501           145145         Delivered
                        ERJ-135ER           502         N16502           145166         Delivered
                        ERJ-135ER           503         N19503           145176         Delivered
                        ERJ-135ER           504         N25504           145186         Delivered
                        ERJ-135ER           505         N14505           145192         Delivered
                        ERJ-135ER           506         N27506           145206         Delivered
                        ERJ-135ER           507         N17507           145215         Delivered
                        ERJ-135ER           508         N14508           145220         Delivered
                        ERJ-135ER           509         N15509           145238         Delivered
                        ERJ-135ER           510         N16510           145251         Delivered
                        ERJ-135ER           511         N16511           145267         Delivered
                        ERJ-135ER           512         N27512           145274         Delivered
                        ERJ-135LR           513         N17513           145292         Delivered
                        ERJ-135LR           514         N14514           145303         Delivered
                        ERJ-135LR           515         N29515           145309         Delivered
                        ERJ-135LR           516         N14516           145323         Delivered
                        ERJ-135LR           517         N24517           145332         Delivered
                        ERJ-135LR           518         N28518           145334         Delivered
    Aircraft 19         ERJ-135LR                                                         Firm
    Aircraft 20         ERJ-135LR                                                         Firm
    Aircraft 21         ERJ-135LR                                                         Firm
    Aircraft 22         ERJ-135LR                                                         Firm
    Aircraft 23         ERJ-135LR                                                         Firm
</Table>




                                  Schedule 1-6
<PAGE>

 <Table>
 <Caption>

       ORDER                                                                             1/1/01
       NUMBER            AIRCRAFT          TAIL         US REG            MSN            STATUS
 ====================================================================================================
<S>                     <C>               <C>          <C>              <C>             <C>
    Aircraft 24         ERJ-135LR                                                         Firm
    Aircraft 25         ERJ-135LR                                                         Firm
    Aircraft 26         ERJ-135LR                                                         Firm
    Aircraft 27         ERJ-135LR                                                         Firm
    Aircraft 28         ERJ-135LR                                                         Firm
    Aircraft 29         ERJ-135LR                                                         Firm
    Aircraft 30         ERJ-135LR                                                         Firm


            CONVERTED ORDERS                        NEW ORDER
    Aircraft 31         ERJ-135LR                   145LR                                 Firm
    Aircraft 32         ERJ-135LR                   145LR                                 Firm
    Aircraft 33         ERJ-135LR                   145LR                                 Firm
    Aircraft 34         ERJ-135LR                   145LR                                 Firm
    Aircraft 35         ERJ-135LR                   145LR                                 Firm
    Aircraft 36         ERJ-135LR                   145LR                                 Firm
    Aircraft 37         ERJ-135LR                   145LR                                 Firm
    Aircraft 38         ERJ-135LR                   145LR                                 Firm
    Aircraft 39         ERJ-135LR                   145LR                                 Firm
    Aircraft 40         ERJ-135LR                   145XR                                 Firm
    Aircraft 41         ERJ-135LR                   145XR                                 Firm
    Aircraft 42         ERJ-135LR                   145XR                                 Firm
    Aircraft 43         ERJ-135LR                   145XR                                 Firm
    Aircraft 44         ERJ-135LR                   145XR                                 Firm
    Aircraft 45         ERJ-135LR                   145XR                                 Firm
    Aircraft 46         ERJ-135LR                   145XR                                 Firm
    Aircraft 47         ERJ-135LR                   145XR                                 Firm
    Aircraft 48         ERJ-135LR                   145XR                                 Firm
    Aircraft 49         ERJ-135LR                   145XR                                 Firm
    Aircraft 50         ERJ-135LR                   145XR                                 Firm
 </Table>


                               TURBOPROP AIRCRAFT

<Table>
<Caption>
    TAIL           AIRCRAFT            US REG
====================================================
<S>               <C>                  <C>
     811          ATR-42-320           N25811
     812          ATR-42-320           N19812
     813          ATR-42-320           N14813
     814          ATR-42-320           N18814
     815          ATR-42-320           N14815
     816          ATR-42-320           N15816
     817          ATR-42-320           N34817
</Table>




                                  Schedule 1-7
<PAGE>



<Table>
<Caption>
    TAIL           AIRCRAFT            US REG
====================================================
<S>               <C>                  <C>
     818          ATR-42-320           N15818
     819          ATR-42-320           N14819
     820          ATR-42-320           N34820
     821          ATR-42-320           N14821
     822          ATR-42-320           N14822
     823          ATR-42-320           N15823
     824          ATR-42-320           N16824
     825          ATR-42-320           N14825
     826          ATR-42-320           N26826
     827          ATR-42-320           N15827
     828          ATR-42-320           N14828
     829          ATR-42-320           N14829
     830          ATR-42-320           N14830
     831          ATR-42-320           N17831
     832          ATR-42-320           N14832
     833          ATR-42-320           N14833
     834          ATR-42-320           N14834
     835          ATR-42-320           N11835
     836          ATR-42-320           N42836
     837          ATR-42-320           N21837
     838          ATR-42-320           N99838
     840          ATR-42-320           N93840
     841          ATR-42-320           N97841
     842          ATR-42-320           N86842
     712          EMB-120ER            N34712
     713          EMB-120ER            N15713
     715          EMB-120ER            N12715
     716          EMB-120ER            N27716
     717          EMB-120ER            N40717
     718          EMB-120ER            N16718
     720          EMB-120ER            N17720
     722          EMB-120ER            N47722
     723          EMB-120ER            N16723
     724          EMB-120ER            N16724
     725          EMB-120ER            N15725
     726          EMB-120ER            N51726
     727          EMB-120ER            N22727
     728          EMB-120ER            N17728
     729          EMB-120ER            N16729
     730          EMB-120ER            N15730
</Table>




                                  Schedule 1-8
<PAGE>


<Table>
<Caption>
    TAIL           AIRCRAFT            US REG
====================================================
<S>               <C>                  <C>
     731           EMB-120ER           N16731
     732           EMB-120ER           N15732
     733           EMB-120ER           N58733
     734           EMB-120ER           N57734
     534           B1900-D             N17534
     538           B1900-D             N81538
     540           B1900-D             N16540
     541           B1900-D             N17541
     542           B1900-D             N47542
     543           B1900-D             N49543
     544           B1900-D             N48544
     546           B1900-D             N81546
     547           B1900-D             N69547
     548           B1900-D             N69548
     549           B1900-D             N69549
     550           B1900-D             N87550
     551           B1900-D             N87551
     552           B1900-D             N87552
     553           B1900-D             N81553
     554           B1900-D             N87554
     555           B1900-D             N87555
     556           B1900-D             N81556
     557           B1900-D             N87557
</Table>



                                  Schedule 1-9
<PAGE>


                                   SCHEDULE 2
                        CONTINENTAL INCREASED LEASE RATE
                  CALCULATIONS FOR UNCOVERED AIRCRAFT SUBLEASES


         The interest rate used in a Covered Aircraft Sublease relating to an
aircraft to determine the lease payments thereunder shall be increased by 200
basis points and used to determine the lease payments under the Uncovered
Aircraft Sublease for the same aircraft.






                                  Schedule 2-1
<PAGE>



                                   SCHEDULE 3



A.       Base and Incentive Compensation. The following provisions shall apply
         for all applicable periods through December 31, 2004:

         1.       Base Compensation. For each calendar month, "Base
                  Compensation" shall equal the sum of (i) (a) the First
                  Benchmark Factor multiplied by (b) the aggregate sum of the
                  following products for each aircraft type set forth in the
                  Final Monthly Schedule: the First Adjusted Block Hour Rate for
                  the applicable aircraft type multiplied by the number of block
                  hours of Scheduled Flights set forth on the Final Monthly
                  Schedule for such month for such aircraft type and (ii) the
                  Appendix 1 Expenses set forth in column 1 of Appendix 1 for
                  such calendar month as may be adjusted pursuant to Paragraph
                  (A)(3) of this Schedule 3.

                  The "First Benchmark Factor" for each calendar month equals
                  one minus the sum of the First Cancellation Rate for such
                  calendar month and the Second Cancellation Rate for such
                  calendar month. The First Benchmark Factor for each month in
                  2001 is set forth in Appendix 2.

                  The "First Adjusted Block Hour Rate" for a particular aircraft
                  type and a particular month equals (i) the applicable Appendix
                  3 Block Hour Rate set forth on Appendix 3 for such aircraft
                  type and month, minus (ii) the sum of (a) the Appendix 4 Block
                  Hour Rate set forth on Appendix 4 for such aircraft type and
                  month, (b) the Appendix 5 Block Hour Rate set forth on
                  Appendix 5 for such aircraft type and month and (c) the
                  Appendix 6 Block Hour Rate set forth on Appendix 6 for such
                  aircraft type and month, plus (iii) the sum of (x) the Second
                  Adjusted Block Hour Rate for such aircraft type and month, (y)
                  the Third Adjusted Block Hour Rate for such aircraft type and
                  month and (z) the Fourth Adjusted Block Hour Rate for such
                  aircraft type and month.

                  The "Second Adjusted Block Hour Rate" for a particular
                  aircraft type and a particular month is obtained by
                  multiplying the Appendix 4 Block Hour Rate for such aircraft
                  type and month by the Appendix 7 Block Hours set forth on
                  Appendix 7 for such aircraft type and dividing such product by
                  the average scheduled block hours per departure for such
                  aircraft type as set forth on the Final Monthly Schedule.

                  The "Third Adjusted Block Hour Rate" for a particular aircraft
                  type and a particular month equals the quotient of (1) the sum
                  of (a) the product of (i) the First Forecast Rate-Component 1
                  for the applicable month as set forth on Appendix 8 multiplied
                  by (ii) the First Weighted Average Number for such aircraft
                  type, plus (b) the product of (i) the First Forecast
                  Rate-Component 2 for the applicable month as set forth on
                  Appendix 8 multiplied by (ii) the Second Weighted Average
                  Number for






                                  Schedule 3-1
<PAGE>

                  such aircraft type, divided by (2) the product of (w) the
                  total number of scheduled block hours for such aircraft type
                  as set forth in the Final Monthly Schedule, multiplied by (x)
                  the First Benchmark Factor, multiplied by (y) the Cost
                  Difference as set forth on Appendix 23.

                  The "First Weighted Average Number" for a particular aircraft
                  type equals the product of (1) the number of scheduled
                  departures of such aircraft type from a Continental airport,
                  excluding airport codes YHZ, YOW, and YQB, as set forth in the
                  Final Monthly Schedule multiplied by (2) the Weighted
                  Departure Number for such aircraft type.

                  The "Second Weighted Average Number" for a particular aircraft
                  type equals the product of (1) the number of scheduled
                  departures of such aircraft type from a Continental Airport as
                  set forth in the Final Monthly Schedule multiplied by (2) the
                  Weighted Departure Number for such aircraft type.

                  The "Weighted Departure Number" for (1) the Embraer ERJ-145XR
                  is {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
                  THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
                  FOR CONFIDENTIAL TREATMENT}, (2) the Embraer ERJ-145 is
                  {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT}, (3) the Embraer ERJ-135 is
                  {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT}, (4) the ATR-42-320 is {CONFIDENTIAL
                  MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                  EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                  TREATMENT}, (5) the Embraer 120 is {CONFIDENTIAL MATERIAL
                  OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                  COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}
                  and (6) the Beech 1900-D is {CONFIDENTIAL MATERIAL OMITTED AND
                  FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}.

                  The "Fourth Adjusted Block Hour Rate" for a particular
                  aircraft type and a particular month equals the quotient of
                  (i) the product of (a) the Contract Fuel Rate multiplied by
                  (b) the Appendix 9 Rate Per Block Hour set forth





                                  Schedule 3-2
<PAGE>

                  in Appendix 9 for such aircraft type based on the average
                  scheduled stage length per departure for such aircraft type as
                  set forth in the Final Monthly Schedule using the nearest
                  lower stage length set forth in Appendix 9 divided by (ii) the
                  Cost Difference set forth on Appendix 23.

         2.       Incentive Compensation. With respect to each calendar month,
                  incentive compensation shall be calculated as follows:

                  a.       Headstart Bonus. Contractor shall receive a payment
                           of {CONFIDENTIAL MATERIAL OMITTED AND FILED
                           SEPARATELY WITH THE SECURITIES AND EXCHANGE
                           COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                           TREATMENT} for each Scheduled Flight that is an
                           On-time Headstart Flight during a calendar month, if
                           any, in excess of the product of the number of
                           Headstart Flights during such calendar month and the
                           Headstart On-time Benchmark. The Headstart On-time
                           Benchmark for each month in 2001 is set forth in
                           Appendix 2.

                  b.       Baggage Handling Bonus. Contractor shall receive a
                           payment in an amount equal to the product of (i)
                           {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                           WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
                           TO A REQUEST FOR CONFIDENTIAL TREATMENT} and (ii) the
                           excess, if any, of (a) the quotient of (1) the total
                           number of Enplanements for Continental and Contractor
                           during such calendar month at Contractor Airports of
                           the type described in clause (i) of the definition
                           thereof, multiplied by the Baggage Handling
                           Benchmark, divided by (2) 1,000 over (b) each bag
                           improperly handled (as measured by claims filed for
                           mishandled baggage) for Continental and Contractor by
                           Contractor during such calendar month at Contractor
                           Airports of the type described in clause (i) of the
                           definition thereof. The Baggage Handling Benchmark
                           for each month in 2001 is set forth in Appendix 2.

                  c.       Appendix 10 Fee. Contractor will receive a fee equal
                           to the quotient of (i) the Appendix 10 invoice rate
                           set forth in Appendix 10 for the applicable month
                           multiplied by the number of Forecasted Passengers for
                           the applicable month, which fee represents payment
                           for interrupted trip expense, passenger liability
                           insurance, baggage handling, claims, repairs and
                           delivery (Contractor Airports only), and security and
                           screening (Contractor Airports only) expenses,
                           divided by (ii) the Cost Difference set forth in
                           Appendix 23. This incentive compensation will be
                           reconciled, in the monthly reconciliation described
                           in





                                  Schedule 3-3
<PAGE>

                           Section 3.06(b) of the Agreement, to the number of
                           Actual Passengers for such calendar month multiplied
                           by the Appendix 10 reconciliation rate set forth in
                           Appendix 10 for the applicable month, which fee
                           represents the same categories of expense as
                           represented by the per passenger invoice rate, other
                           than passenger liability insurance and third-party
                           security and screening (Contractor Airports only),
                           which category of expense is reconciled pursuant to
                           Paragraph B(9)(a).

         3.       Fleet Size Adjustments. Upon the withdrawal of one or more
                  Covered Aircraft (excluding Turboprop Aircraft) from the
                  capacity purchase provisions of this Agreement, the Appendix 1
                  Expenses shall be adjusted as follows:

                  a.       Expenses set forth in column 2 of Appendix 1 (after
                           giving effect to any adjustments thereto pursuant to
                           this Paragraph A(3)(a)) for each applicable month
                           shall decrease by the quotient of (i) the actual
                           expenses of the type reflected in column 2 relating
                           to the specific aircraft (identified by tail number)
                           withdrawn from the Agreement, divided by (ii) the
                           Cost Difference set forth on Appendix 23.

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

                  c.       The remainder of the Appendix 1 Expenses will
                           decrease as follows:

                           I.       For the first {CONFIDENTIAL MATERIAL OMITTED
                                    AND FILED SEPARATELY WITH THE SECURITIES AND
                                    EXCHANGE COMMISSION PURSUANT TO A REQUEST
                                    FOR CONFIDENTIAL TREATMENT} aircraft (other
                                    than Turboprop Aircraft) to be withdrawn
                                    from the Agreement (taking into account all
                                    withdrawals under the Agreement), the
                                    remainder of the Appendix 1 Expenses after
                                    giving effect to any other adjustments
                                    provided in this Paragraph A(3) will be
                                    reduced by the product of (a) such remainder
                                    of the Appendix 1 Expenses,





                                  Schedule 3-4
<PAGE>

                                    multiplied by (b) {CONFIDENTIAL MATERIAL
                                    OMITTED AND FILED SEPARATELY WITH THE
                                    SECURITIES AND EXCHANGE COMMISSION PURSUANT
                                    TO A REQUEST FOR CONFIDENTIAL TREATMENT}
                                    multiplied by (c) the quotient of (1) the
                                    number of aircraft so withdrawn and (2) the
                                    number of aircraft constituting Covered
                                    Aircraft immediately prior to such
                                    withdrawal.

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

                           III.     For all other aircraft (other than Turboprop
                                    Aircraft) to be withdrawn from the
                                    Agreement, Continental and Contractor shall
                                    meet and confer to agree on a reasonable
                                    reduction of the remainder of the Appendix 1
                                    Expenses after giving effect to any other
                                    adjustments provided in this Paragraph A(3)
                                    to give effect to the reduction in
                                    Contractor's Appendix 1 Expenses as a result
                                    of such withdrawal.

B.       Expenses and Reconciliation.

         1.       Passenger and Cargo Revenue-Related Expenses. With respect to
                  Scheduled Flights, passenger and cargo revenue-related
                  expenses, including without limitation commissions, food and
                  beverage costs, charges for fare or tariff filings, sales and
                  advertising costs, computer reservation system fees, credit
                  card discount fees, reservation costs, revenue accounting
                  costs, and OnePass participation costs, shall be incurred
                  directly by Continental.




                                  Schedule 3-5
<PAGE>

         2.       Fuel Reconciliation. If during any calendar month actual
                  Fuel-Related Expense for Scheduled Flights varies from the
                  assumed Fuel-Related Expense included in the First Adjusted
                  Block Hour Rates for each applicable aircraft type (based on
                  the Second Forecast Rate), then a reconciliation payment for
                  such calendar month shall be made in accordance with this
                  Paragraph B(2). The reconciliation set forth below in this
                  Paragraph B(2) shall be made separately for each Fuel-Related
                  Component Expense.

                  a.       If Contractor's actual applicable Fuel-Related
                           Component Expense per gallon during a particular
                           month for Scheduled Flights is lower than the
                           Contract Fuel Rate for the applicable Fuel-Related
                           Component, and Contractor's actual number of gallons
                           consumed for such month for Scheduled Flights is
                           lower than the Second Forecast Rate, Contractor shall
                           reimburse Continental an amount equal to the sum of:

                           I.       the quotient of (1) the product of (a) the
                                    difference between the Contract Fuel Rate
                                    for the applicable Fuel-Related Component
                                    and such actual Fuel-Related Component
                                    Expense per gallon multiplied by (b) the
                                    Second Forecast Rate divided by (2) the Cost
                                    Difference set forth on Appendix 23, plus

                           II.      the quotient of (1) the product of (a) the
                                    difference between the Second Forecast Rate
                                    and such actual number of gallons consumed
                                    and (b) such actual Fuel-Related Component
                                    Expense per gallon divided by (2) the Cost
                                    Difference set forth on Appendix 23.

                           The "Second Forecast Rate" for any particular month
                           is equal to the aggregate sum of the following
                           product for each aircraft type: (i) the Appendix 9
                           Rate Per Block Hour set forth in Appendix 9 for such
                           aircraft type based on the average scheduled stage
                           length per departure for such aircraft type as set
                           forth in the Final Monthly Schedule using the nearest
                           lower stage length set forth in Appendix 9 multiplied
                           by (ii) the number of scheduled block hours for such
                           aircraft type in the Final Monthly Schedule for such
                           month multiplied by (iii) the First Benchmark Factor.

                  b.       If Contractor's actual applicable Fuel-Related
                           Component Expense per gallon during a particular
                           month for Scheduled Flights is lower than the
                           Contract Fuel Rate for the applicable Fuel-Related
                           Component, and Contractor's actual number of gallons
                           consumed for such month for Scheduled Flights is
                           higher than the Second Forecast Rate, then:




                                  Schedule 3-6
<PAGE>

                           I.       Contractor shall reimburse Continental an
                                    amount equal to the quotient of (1) the
                                    product of (a) the difference between the
                                    Contract Fuel Rate for the applicable
                                    Fuel-Related Component and such actual
                                    Fuel-Related Component Expense per gallon
                                    multiplied by (b) the Second Forecast Rate
                                    divided by (2) the Cost Difference set forth
                                    on Appendix 23, and

                           II.      Continental shall reimburse Contractor an
                                    amount equal to the quotient of (1) the
                                    product of (a) the difference between such
                                    actual number of gallons consumed and the
                                    Second Forecast Rate multiplied by (b) such
                                    actual Fuel-Related Component Expense per
                                    gallon divided by (2) the Cost Difference
                                    set forth on Appendix 23.

                  c.       If Contractor's actual applicable Fuel-Related
                           Component Expense per gallon during a particular
                           month for Scheduled Flights equals the Contract Fuel
                           Rate for the applicable Fuel-Related Component, then:

                           I.       if Contractor's actual number of gallons
                                    consumed for such month for Scheduled
                                    Flights is lower than the Second Forecast
                                    Rate, Contractor shall reimburse Continental
                                    an amount equal to the quotient of (1) the
                                    product of (a) the difference between the
                                    Second Forecast Rate and such actual number
                                    of gallons consumed multiplied by (b) the
                                    Contract Fuel Rate for the applicable
                                    Fuel-Related Component divided by (2) the
                                    Cost Difference set forth on Appendix 23;
                                    and

                           II.      if Contractor's actual number of gallons
                                    consumed for such month for Scheduled
                                    Flights is greater than the Second Forecast
                                    Rate, Continental shall reimburse Contractor
                                    an amount equal to the quotient of (1) the
                                    product of (a) the difference between such
                                    actual number of gallons consumed and the
                                    Second Forecast Rate multiplied by (b) the
                                    Contract Fuel Rate for the applicable
                                    Fuel-Related Component divided by (2) the
                                    Cost Difference set forth on Appendix 23.

                  d.       If Contractor's actual number of gallons consumed
                           during a particular month for Scheduled Flights
                           equals the Second Forecast Rate, and if Contractor's
                           actual applicable Fuel-Related Component Expense per
                           gallon during a particular month for Scheduled
                           Flights is lower than the Contract Fuel Rate for the
                           applicable Fuel-Related Component, Contractor shall
                           reimburse Continental an amount equal to the quotient
                           of (1) the product of (a) the difference between the
                           Contract Fuel Rate for the





                                  Schedule 3-7
<PAGE>

                           applicable Fuel-Related Component and such actual
                           Fuel-Related Component Expense per gallon multiplied
                           by (b) the Second Forecast Rate divided by (2) the
                           Cost Difference set forth on Appendix 23;

         3.       Certain Parts:

                  a.       Contractor shall be reimbursed for the cost of all
                           engine life limited components when replaced so long
                           as, at the time of such replacement of the component,
                           the applicable aircraft is a Covered Aircraft.

                  b.       If, with Continental's prior written consent,
                           Contractor amends the Flight Hour Agreement to cover
                           engine life limited components on Covered Aircraft,
                           then the Appendix 3 Block Hour Rates shall be
                           increased for the months following the effectiveness
                           of such amendment to reimburse Contractor for the
                           additional expense at cost (without any amount in
                           respect of the Cost Factor).

         4.       Administrative and Facilities Expenses.

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




                                  Schedule 3-8
<PAGE>

                  b.       Facility and Ground Handling Costs. In consideration
                           of the services provided by Continental to Contractor
                           pursuant to Paragraph 1.1.1 of the Continental Ground
                           Handling Agreement during a particular month,
                           Contractor will pay Continental a fee equal to the
                           product of (i) the First Forecast Rate - Component 1
                           set forth on Appendix 8 for such month, multiplied by
                           (ii) the First Weighted Average Number for such
                           month. In addition, if at any time Contractor shall
                           relocate its headquarters, the parties agree to meet
                           and confer pursuant to Paragraph B(11) regarding such
                           event.

         5.       Flight Overfly Reconciliation.

                  a.       With respect to Scheduled Flights, for any calendar
                           month Contractor's actual block hours flown per
                           departure for any particular aircraft type exceeds
                           the scheduled block hours per departure for such
                           aircraft type for such calendar month as set forth in
                           the Final Monthly Schedule, then the reconciliation
                           for such period shall include a payment for such
                           aircraft type by Continental to Contractor in an
                           amount equal to the product of (i) the First
                           Incremental Cost Rate set forth on Appendix 11 with
                           respect to such aircraft type and such month,
                           multiplied by (ii) the quotient of (1) the difference
                           between such actual number of block hours per
                           departure and such number of scheduled block hours
                           per departure divided by (2) such number of scheduled
                           block hours per departure, multiplied by (iii) the
                           number of scheduled block hours for such aircraft
                           type as set forth on the Final Monthly Schedule
                           multiplied by (iv) the First Benchmark Factor for
                           such calendar month.

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




                                  Schedule 3-9
<PAGE>

         6.       Flight Cancellation Reconciliation.

                  a.       If the product of the total number of Scheduled
                           Flights for a particular aircraft type during a
                           calendar month as set forth in the Final Monthly
                           Schedule multiplied by the First Cancellation Rate
                           exceeds the actual number of Uncontrollable
                           Cancellations of such aircraft type in such calendar
                           month (such excess number of flights of such aircraft
                           type being the "First Cancellation Number" for such
                           aircraft type), then the reconciliation for such
                           period shall include a payment by Continental to
                           Contractor in an amount equal to the product of (i)
                           the First Incremental Cost Rate, as set forth on
                           Appendix 11 for such aircraft type and such month,
                           multiplied by (ii) the First Cancellation Number for
                           such aircraft type, multiplied by (iii) the actual
                           number of block hours per departure for such aircraft
                           type for such calendar month.

                  b.       If the actual number of Uncontrollable Cancellations
                           for a particular aircraft type during a calendar
                           month exceeds the product of the total number of
                           Scheduled Flights for such aircraft type during such
                           calendar month multiplied by the First Cancellation
                           Rate (such excess number of flights of such aircraft
                           type being the "Second Cancellation Number" for such
                           aircraft type), then the reconciliation for such
                           period shall include a payment by Contractor to
                           Continental in an amount equal to the product of (i)
                           the Second Incremental Cost Rate, as set forth on
                           Appendix 12 for such aircraft type and such month,
                           multiplied by (ii) the Second Cancellation Number for
                           such aircraft type, multiplied by (iii) the average
                           number of block hours per Scheduled Flight for such
                           aircraft type for such calendar month.

                  c.       If the product of the total number of Scheduled
                           Flights for a particular aircraft type during a
                           calendar month multiplied by the Second Cancellation
                           Rate exceeds the actual number of Controllable
                           Cancellations for such aircraft type in such calendar
                           month (such excess number of flights of such aircraft
                           type being the "Third Cancellation Number" for such
                           aircraft type), then the reconciliation for such
                           period shall include a payment by Continental to
                           Contractor in an amount equal to the product of (i)
                           the Third Incremental Cost Rate multiplied by (ii)
                           the Third Cancellation Number for such aircraft type,
                           multiplied by (iii) the actual number of block hours
                           per flight for such aircraft type for such calendar
                           month.

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




                                 Schedule 3-10
<PAGE>

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

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

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

                  d.       If the actual number of Controllable Cancellations
                           for a particular aircraft type in a calendar month
                           exceeds the product of the total number of Scheduled
                           Flights for such aircraft type during such calendar
                           month multiplied by the Second Cancellation Rate
                           (such excess number of flights of such aircraft type
                           being the "Fourth Cancellation Number" for such
                           aircraft type), then the reconciliation for such
                           period shall include a payment by Contractor to
                           Continental in an amount equal to the product of (i)
                           the Third Incremental Cost Rate for such aircraft
                           type multiplied by (ii) the Fourth Cancellation
                           Number, multiplied by (iii) the average number of
                           block hours per Scheduled Flight for such aircraft
                           type for such calendar month.

                  e.       For purposes of this Paragraph B(6), for any month
                           during which a Labor Strike occurs, the Second
                           Cancellation Rate for such month shall be adjusted to
                           equal the difference between (a) the Second
                           Cancellation Rate for such month (before any such
                           adjustment)





                                 Schedule 3-11
<PAGE>

                           and (b) the product of (1) the quotient of (i) the
                           Second Cancellation Rate for such month (before any
                           such adjustment) divided by (ii) the number of days
                           in the particular month, multiplied by (2) the number
                           of days in such month (not to exceed the number of
                           days in the particular month) during which such Labor
                           Strike was occurring. For purposes of this Paragraph
                           B(6), for any month during which a Labor Strike
                           occurs, the First Cancellation Rate for such month
                           shall be adjusted to equal the difference between (a)
                           the First Cancellation Rate for such month (before
                           any such adjustment) and (b) the product of (1) the
                           quotient of (i) the First Cancellation Rate for such
                           month (before any such adjustment) divided by (ii)
                           30, multiplied by (2) the number of days in such
                           month (not to exceed 30 days) during which such Labor
                           Strike was occurring.

                  f.       For all purposes of this Agreement, the term
                           Uncontrollable Cancellations shall include the
                           following:

                           I.       After presentation of the Final Monthly
                                    Schedule pursuant to Section 2.01(b) of the
                                    Agreement, if Continental makes any changes
                                    to such schedule that result in a
                                    cancellation of a Scheduled Flight, then
                                    such cancellation shall constitute an
                                    Uncontrollable Cancellation.

                           II.      If any proposed Scheduled Flight on a
                                    planned flight schedule involves a flight to
                                    a new airport which will be a Contractor
                                    Airport, and Contractor experiences a delay
                                    in preparing the required facilities and
                                    making all necessary arrangements to
                                    complete a flight to such airport, which
                                    delay either (i) is caused by the
                                    Environmental Protection Agency, airport or
                                    any other governmental authority, or (ii)
                                    occurs after Contractor received less than
                                    90 days' advance notice of such Scheduled
                                    Flight to a new airport and used its
                                    commercially reasonable efforts to prepare
                                    the required facilities and make all
                                    necessary arrangements (all in accordance
                                    with the Master Facility and Ground Handling
                                    Agreement), and in either case such
                                    Scheduled Flight is cancelled, then such
                                    cancellation shall constitute an
                                    Uncontrollable Cancellation.

                  g.       Subject to the provisions of Paragraph B(6)(f),
                           Contractor hereby agrees that each cancellation of a
                           Scheduled Flight shall be designated as either a
                           Controllable Cancellation or an Uncontrollable
                           Cancellation on a basis consistent with Contractor's
                           historical experience, including specifically the
                           methodology used to create the data set forth in
                           Appendix 2.




                                 Schedule 3-12
<PAGE>

         7.       Insurance Costs.

                  a.       If Contractor elects not to participate in a combined
                           placement for a particular insurance policy,
                           Contractor shall not be reimbursed or otherwise
                           compensated (through adjustments to Block Hour Rates,
                           reconciliation amounts, amounts in respect of the
                           Cost Factor or otherwise) for any Excess Insurance
                           Costs with respect to such policy.

                  b.       If Continental elects not to participate in a
                           combined placement for a particular insurance policy,
                           Continental shall pay to Contractor an amount equal
                           to the Excess Insurance Costs with respect to such
                           policy, up to the Average Peer Group Rates.
                           Contractor shall not be reimbursed or otherwise
                           compensated (through adjustments to Block Hour Rates
                           or otherwise) to the extent that its insurance costs
                           exceed the Average Peer Group Rates.

                  c.       Contractor will pay to Continental its proportionate
                           share of all combined-placement insurance premiums
                           not later than the date that Continental is required
                           under the terms of the applicable policy to pay the
                           policy premiums. The cost allocation for such
                           combined placements shall be as follows:

                           I.       Hull and War Risk Coverage Rate. To be
                                    determined each year; a dollar amount equal
                                    to the combined placement program's
                                    composite whole rate as set forth in the
                                    current group policy, multiplied by
                                    Contractor's average fleet value for the
                                    policy period, as determined by recognized
                                    standard industry methods of valuation
                                    consistent with prior practice.

                           II.      Liability Rates. To be determined each year;
                                    an amount equal to the combined placement
                                    program's composite liability rate as set
                                    forth in the current group policy,
                                    multiplied by revenue passenger miles, as
                                    determined by recognized standard industry
                                    methods consistent with prior practice.

                           III.     Miscellaneous Insurance (Property, Casualty
                                    and D&O, etc.) Rates. The parties agree to
                                    meet annually to determine the cost
                                    allocation for all other insurance coverage
                                    based on Contractor's portion of the "total
                                    exposure base" for such coverage, as
                                    determined by recognized standard industry
                                    methods consistent with prior practice.




                                 Schedule 3-13
<PAGE>

                  d.       In the Performance Period subsequent to the next
                           combined policy insurance renewal following a Major
                           Loss caused by Continental (or, if such a Major Loss
                           occurs so close to the combined policy insurance
                           renewal date that the effects are not reflected in
                           the next combined policy insurance renewal premium
                           amount, then in the Performance Period subsequent to
                           the renewal in which the effects are first included),
                           Continental and Contractor agree to determine the
                           amount of increase in the combined policy insurance
                           premiums, if any, to be attributed to such Major Loss
                           (as opposed to a general increase in the premiums) as
                           follows:

                           I.       The parties will compare the combined policy
                                    premium increase to premium increases
                                    experienced by the five Major Carriers
                                    closest to Continental in aggregate revenue
                                    passenger miles at the time of such
                                    determination, excluding any Major Carrier
                                    that experienced a Major Loss within the
                                    previous three years.

                           II.      The average annual increase in insurance
                                    costs for such Major Carriers shall be
                                    calculated by (i) subtracting the expiring
                                    rates of each such Major Carrier from its
                                    new rates, (ii) adding the total of such
                                    differences and (iii) dividing the total by
                                    the number of Major Carriers whose rates
                                    were included in the calculation.

                           III.     The amount that the increase in the combined
                                    premiums for Continental and Contractor
                                    exceeds the average annual increase in
                                    insurance costs calculated pursuant to
                                    clause (II) above shall be deemed to be the
                                    portion of the increase for such year due to
                                    such Major Loss (the "Continental Premium
                                    Surcharge Amount").

                           IV.      The Continental Premium Surcharge Amount for
                                    the subsequent two years shall be
                                    {CONFIDENTIAL MATERIAL OMITTED AND FILED
                                    SEPARATELY WITH THE SECURITIES AND EXCHANGE
                                    COMMISSION PURSUANT TO A REQUEST FOR
                                    CONFIDENTIAL TREATMENT} and {CONFIDENTIAL
                                    MATERIAL OMITTED AND FILED SEPARATELY WITH
                                    THE SECURITIES AND EXCHANGE COMMISSION
                                    PURSUANT TO A REQUEST FOR CONFIDENTIAL
                                    TREATMENT}, respectively, of the Continental
                                    Premium Surcharge Amount for the first year,
                                    and shall be {CONFIDENTIAL MATERIAL OMITTED
                                    AND FILED SEPARATELY WITH THE SECURITIES AND
                                    EXCHANGE COMMISSION PURSUANT TO A REQUEST
                                    FOR CONFIDENTIAL TREATMENT} thereafter.




                                 Schedule 3-14
<PAGE>

                           V.       The Continental Premium Surcharge Amount
                                    shall be borne solely by Continental and
                                    that amount shall be deducted from the
                                    aggregate premium amounts included in all
                                    cost-sharing calculations between
                                    Continental and Contractor.

                  e.       In the Performance Period subsequent to the next
                           combined policy insurance renewal following a Major
                           Loss caused by Contractor (or, if such a Major Loss
                           occurs so close to the combined policy insurance
                           renewal date that the effects are not reflected in
                           the next combined policy insurance renewal premium
                           amount, then in the Performance Period subsequent to
                           the renewal in which the effects are first included),
                           Continental and Contractor agree to determine the
                           amount of increase in the combined policy insurance
                           premiums, if any, to be attributed to such Major Loss
                           (as opposed to a general increase in the premiums) as
                           follows:

                           I.       The parties will compare the combined policy
                                    premium increase to premium increases
                                    experienced by the five regional airlines
                                    with annual revenues closest to those of
                                    Contractor, excluding any such regional
                                    airline that experienced a Major Loss within
                                    the previous three years.

                           II.      The average annual increase in insurance
                                    costs for such regional airlines shall be
                                    calculated by (i) subtracting the expiring
                                    rates of each such regional airlines from
                                    its new rates, (ii) adding the total of such
                                    differences and (iii) dividing the total by
                                    the number of such regional airlines whose
                                    rates were included in the calculation.

                           III.     The parties will also calculate the maximum
                                    permitted increase in annual premiums which
                                    would be permitted if the policy coverage
                                    was limited to the insurance limits required
                                    to be maintained by Contractor (the
                                    "Contractor Premium Surcharge Limit").

                           IV.      The amount that the Contractor Premium
                                    Surcharge Limit exceeds the average annual
                                    increase in insurance costs calculated
                                    pursuant to clause (II) above shall be
                                    deemed to be the portion of the increase for
                                    such year due to such Major Loss and payable
                                    by Contractor (the "Contractor Premium
                                    Surcharge Amount").





                                 Schedule 3-15
<PAGE>

                           V.       The amount that the increase in the combined
                                    premiums for Continental and Contractor
                                    exceeds the sum of (x) the average annual
                                    increase in insurance costs calculated
                                    pursuant to clause (II) above and (y) the
                                    Contractor Premium Surcharge Amount shall be
                                    deemed to be the portion of the increase for
                                    such year due to such Major Loss and payable
                                    by Continental (the "Contractor Premium
                                    Surcharge Overflow Amount").

                           VI.      The Contractor Premium Surcharge Amount for
                                    the subsequent two years shall be
                                    {CONFIDENTIAL MATERIAL OMITTED AND FILED
                                    SEPARATELY WITH THE SECURITIES AND EXCHANGE
                                    COMMISSION PURSUANT TO A REQUEST FOR
                                    CONFIDENTIAL TREATMENT} and {CONFIDENTIAL
                                    MATERIAL OMITTED AND FILED SEPARATELY WITH
                                    THE SECURITIES AND EXCHANGE COMMISSION
                                    PURSUANT TO A REQUEST FOR CONFIDENTIAL
                                    TREATMENT}, respectively, of the Contractor
                                    Premium Surcharge Amount for the first year,
                                    and shall be {CONFIDENTIAL MATERIAL OMITTED
                                    AND FILED SEPARATELY WITH THE SECURITIES AND
                                    EXCHANGE COMMISSION PURSUANT TO A REQUEST
                                    FOR CONFIDENTIAL TREATMENT} thereafter.

                           VII.     The Contractor Premium Surcharge Overflow
                                    Amount for the subsequent two years shall be
                                    {CONFIDENTIAL MATERIAL OMITTED AND FILED
                                    SEPARATELY WITH THE SECURITIES AND EXCHANGE
                                    COMMISSION PURSUANT TO A REQUEST FOR
                                    CONFIDENTIAL TREATMENT} and {CONFIDENTIAL
                                    MATERIAL OMITTED AND FILED SEPARATELY WITH
                                    THE SECURITIES AND EXCHANGE COMMISSION
                                    PURSUANT TO A REQUEST FOR CONFIDENTIAL
                                    TREATMENT}, respectively, of the Contractor
                                    Premium Surcharge Overflow Amount for the
                                    first year, and shall be {CONFIDENTIAL
                                    MATERIAL OMITTED AND FILED SEPARATELY WITH
                                    THE SECURITIES AND EXCHANGE COMMISSION
                                    PURSUANT TO A REQUEST FOR CONFIDENTIAL
                                    TREATMENT} thereafter.




                                 Schedule 3-16
<PAGE>

                           VIII.    The Contractor Premium Surcharge Amount
                                    shall be borne solely by Contractor and that
                                    amount shall be deducted from the aggregate
                                    premium amounts included in all cost-sharing
                                    calculations between Continental and
                                    Contractor.

                           IX.      The Contractor Premium Surcharge Overflow
                                    Amount shall be borne solely by Continental
                                    and that amount shall be deducted from the
                                    aggregate premium amounts included in all
                                    cost-sharing calculations between
                                    Continental and Contractor.

                  f.       Contractor shall be reimbursed in full for the
                           aggregate of all insurance deductibles paid in any
                           calendar year up to an amount equal to the historical
                           average of such deductibles paid by Contractor during
                           the last five full calendar years for which such
                           calculations are available as of such date of
                           determination.

         8.       Volume Reconciliation.

                  a.       Hotel Volume Reconciliation. The following expenses
                           incurred in connection with Scheduled Flights as
                           allocated pursuant to Section 3.05(a) shall be
                           reconciled as follows:

                           I.       Pilot Contract Hotel Stays. Included in the
                                    Appendix 3 Block Hour Rates is an assumed
                                    cost associated with an assumed number of
                                    Contract Hotel Stays for pilots per
                                    scheduled block hour set forth in the Final
                                    Monthly Schedule. If the actual number of
                                    Contract Hotel Stays for pilots per
                                    scheduled block hour set forth in the Final
                                    Monthly Schedule for a particular month
                                    exceeds the number of assumed Contract Hotel
                                    Stays for pilots per scheduled block hour
                                    for such month as set forth in Appendix 16a,
                                    then Continental shall pay an amount to
                                    Contractor equal to the quotient of (a) the
                                    product of (i) the difference between (1)
                                    such actual number of Contract Hotel Stays
                                    for pilots per scheduled block hour during
                                    such month and (2) such assumed number of
                                    Contract Hotel Stays for pilots per
                                    scheduled block hour during such month,
                                    multiplied by (ii) the number of scheduled
                                    block hours for such month multiplied by
                                    (iii) the assumed cost per Contract Hotel
                                    Stay for pilots for such month as set forth
                                    in Appendix 16a divided by (b) the Cost
                                    Difference set forth on Appendix 23. If the
                                    actual number of Contract Hotel Stays for
                                    pilots per scheduled block hour set forth in
                                    the Final Monthly Schedule for a particular
                                    month is less than the number of assumed
                                    Contract Hotel Stays for pilots per
                                    scheduled block hour for such month as set
                                    forth in Appendix 16a, then Contractor shall
                                    pay an amount to






                                 Schedule 3-17
<PAGE>

                                    Continental equal to the quotient of (a) the
                                    product of (i) the difference between (1)
                                    such assumed number of Contract Hotel Stays
                                    for pilots per scheduled block hour during
                                    such month and (2) such actual number of
                                    Contract Hotel Stays for pilots per
                                    scheduled block hour during such month,
                                    multiplied by (ii) the number of scheduled
                                    block hours for such month, multiplied by
                                    (iii) the assumed cost per Contract Hotel
                                    Stay for pilots for such month as set forth
                                    in Appendix 16a divided by (b) the Cost
                                    Difference set forth on Appendix 23.

                           II.      Flight Attendant Contract Hotel Stays.
                                    Included in the Appendix 3 Block Hour Rates
                                    is an assumed cost associated with an
                                    assumed number of Contract Hotel Stays for
                                    flight attendants per scheduled block hour
                                    set forth in the Final Monthly Schedule. If
                                    the actual number of Contract Hotel Stays
                                    for flight attendants per scheduled block
                                    hour set forth in the Final Monthly Schedule
                                    for a particular month exceeds the number of
                                    assumed Contract Hotel Stays for flight
                                    attendants per scheduled block hour for such
                                    month as set forth in Appendix 16b, then
                                    Continental shall pay an amount to
                                    Contractor equal to the quotient of (a) the
                                    product of (i) the difference between (1)
                                    such actual number of Contract Hotel Stays
                                    for flight attendants per scheduled block
                                    hour during such month and (2) such assumed
                                    number of Contract Hotel Stays for flight
                                    attendants per scheduled block hour during
                                    such month, multiplied by (ii) the number of
                                    scheduled block hours for such month
                                    multiplied by (iii) the assumed cost per
                                    Contract Hotel Stay for flight attendants
                                    for such month as set forth in Appendix 16b
                                    divided by (b) the Cost Difference set forth
                                    on Appendix 23. If the actual number of
                                    Contract Hotel Stays for flight attendants
                                    per scheduled block hour set forth in the
                                    Final Monthly Schedule for a particular
                                    month is less than the number of assumed
                                    Contract Hotel Stays for flight attendants
                                    per scheduled block hour for such month as
                                    set forth in Appendix 16b, then Contractor
                                    shall pay an amount to Continental equal to
                                    the quotient of (a) the product of (i) the
                                    difference between (1) such assumed number
                                    of Contract Hotel Stays for flight
                                    attendants per scheduled block hour during
                                    such month and (2) such actual number of
                                    Contract Hotel Stays for flight attendants
                                    per scheduled block hour during such month,
                                    multiplied by (ii) the number of scheduled
                                    block hours for such month, multiplied by
                                    (iii) the assumed cost per Contract Hotel
                                    Stay for flight attendants for such month as






                                 Schedule 3-18
<PAGE>

                                    set forth in Appendix 16b divided by (b) the
                                    Cost Difference set forth on Appendix 23.

                  b.       Pilot Training Volume Reconciliation. The following
                           expenses incurred in connection with Scheduled
                           Flights, as allocated pursuant to Section 3.05(a),
                           shall be reconciled as follows:

                           I.       New Hire Training Cycles. Included in the
                                    Appendix 1 Expenses is an assumed cost
                                    associated with an assumed number of Pilot
                                    New Hire Training Cycles for each aircraft
                                    type. If the actual number of Pilot New Hire
                                    Training Cycles for a particular month and a
                                    particular aircraft type exceeds the number
                                    of assumed Pilot New Hire Training Cycles
                                    for such month and aircraft type as set
                                    forth in Appendix 17b, then Continental
                                    shall pay an amount to Contractor equal to
                                    the quotient of (a) the product of (i) the
                                    difference between (1) such actual number of
                                    Pilot New Hire Training Cycles during such
                                    month for such aircraft type and (2) such
                                    assumed number of Pilot New Hire Training
                                    Cycles during such month for such aircraft
                                    type, multiplied by (ii) the assumed cost of
                                    each Pilot New Hire Training Cycle for such
                                    month and such aircraft type as set forth in
                                    Appendix 17a divided by (b) the Cost
                                    Difference set forth on Appendix 23. If the
                                    actual number of Pilot New Hire Training
                                    Cycles for a particular month and aircraft
                                    type is less than the assumed number of
                                    Pilot New Hire Training Cycles for such
                                    month and aircraft type as set forth in
                                    Appendix 17b, then Contractor shall pay an
                                    amount to Continental equal to the quotient
                                    of (a) the product of (i) the difference
                                    between (1) such assumed number of Pilot New
                                    Hire Training Cycles during such month for
                                    such aircraft type and (2) such actual
                                    number of Pilot New Hire Training Cycles
                                    during such month for such aircraft type,
                                    multiplied by (ii) the assumed cost of each
                                    Pilot New Hire Training Cycle for such month
                                    and such aircraft type as set forth in
                                    Appendix 17a divided by (b) the Cost
                                    Difference set forth on Appendix 23.

                           II.      Pilot Transitional Training Cycles. Included
                                    in the Appendix 1 Expenses is an assumed
                                    cost associated with an assumed number of
                                    Pilot Transitional Training Cycles for each
                                    aircraft type. If the actual number of Pilot
                                    Transitional Training Cycles for a
                                    particular month and a particular aircraft
                                    type exceeds the number of assumed Pilot
                                    Transitional Training Cycles for such month
                                    and aircraft type as set forth in Appendix
                                    17c, then Continental






                                 Schedule 3-19
<PAGE>

                                    shall pay an amount to Contractor equal to
                                    the quotient of (a) the product of (i) the
                                    difference between (1) such actual number of
                                    Pilot Transitional Training Cycles during
                                    such month for such aircraft type and (2)
                                    such assumed number of Pilot Transitional
                                    Training Cycles during such month for such
                                    aircraft type, multiplied by (ii) the
                                    assumed cost of each Pilot Transitional
                                    Training Cycle for such month and aircraft
                                    type as set forth in Appendix 17a divided by
                                    (b) the Cost Difference set forth on
                                    Appendix 23. If the actual number of Pilot
                                    Transitional Training Cycles for a
                                    particular month and aircraft type is less
                                    than the number of assumed Pilot
                                    Transitional Training Cycles for such month
                                    and aircraft type as set forth in Appendix
                                    17c, then Contractor shall pay an amount to
                                    Continental equal to the quotient of (a) the
                                    product of (i) the difference between (1)
                                    such assumed number of Pilot Transitional
                                    Training Cycles during such month for such
                                    aircraft type and (2) such actual number of
                                    Pilot Transitional Training Cycles during
                                    such month for such aircraft type,
                                    multiplied by (ii) the assumed cost of each
                                    Pilot Transitional Training Cycle for such
                                    month and aircraft type as set forth in
                                    Appendix 17a divided by (b) the Cost
                                    Difference set forth on Appendix 23.

                           III.     Pilot Upgrade Training Cycles. Included in
                                    the Appendix 1 Expenses is an assumed cost
                                    associated with an assumed number of Pilot
                                    Upgrade Training Cycles for each aircraft
                                    type. If the actual number of Pilot Upgrade
                                    Training Cycles for a particular month and a
                                    particular aircraft type exceeds the number
                                    of assumed Pilot Upgrade Training Cycles for
                                    such month and such aircraft type as set
                                    forth in Appendix 17d, then Continental
                                    shall pay an amount to Contractor equal to
                                    the quotient of (a) the product of (i) the
                                    difference between (1) such actual number of
                                    Pilot Upgrade Training Cycles during such
                                    month for such aircraft type and (2) such
                                    assumed number of Pilot Upgrade Training
                                    Cycles during such month for such aircraft
                                    type, multiplied by (ii) the assumed cost of
                                    each Pilot Upgrade Training Cycle for such
                                    month and such aircraft type as set forth in
                                    Appendix 17a divided by (b) the Cost
                                    Difference set forth on Appendix 23. If the
                                    actual number of Pilot Upgrade Training
                                    Cycles for a particular month and a
                                    particular aircraft type is less than the
                                    number of assumed Pilot Upgrade Training
                                    Cycles for such month and such aircraft type
                                    as set forth in Appendix 17d, then
                                    Contractor shall pay an amount to
                                    Continental equal to the quotient of (a) the






                                 Schedule 3-20
<PAGE>




                                    product of (i) the difference between (1)
                                    such assumed number of Pilot Upgrade
                                    Training Cycles during such month for such
                                    aircraft type and (2) such actual number of
                                    Pilot Upgrade Training Cycles during such
                                    month for such aircraft type, multiplied by
                                    (ii) the assumed cost of each Pilot Upgrade
                                    Training Cycles for such month and aircraft
                                    type as set forth in Appendix 17a divided by
                                    (b) the Cost Difference set forth on
                                    Appendix 23.

                           IV.      Pilot Recurrent Flight Training Cycles.
                                    Included in the Appendix 1 Expenses is an
                                    assumed cost associated with an assumed
                                    number of Pilot Recurrent Flight Training
                                    Cycles for each aircraft type. If the actual
                                    number of Pilot Recurrent Flight Training
                                    Cycles for a particular month and a
                                    particular aircraft type exceeds the number
                                    of assumed Pilot Recurrent Flight Training
                                    Cycles for such month and such aircraft type
                                    and as set forth in Appendix 17e, then
                                    Continental shall pay an amount to
                                    Contractor equal to the quotient of (a) the
                                    product of (i) the difference between (1)
                                    such actual number of Pilot Recurrent Flight
                                    Training Cycles during such month and such
                                    aircraft type and (2) such assumed number of
                                    Pilot Recurrent Flight Training Cycles
                                    during such month for such aircraft type,
                                    multiplied by (ii) the assumed cost of each
                                    Pilot Recurrent Flight Training Cycle for
                                    such month and such aircraft type as set
                                    forth in Appendix 17a divided by (b) the
                                    Cost Difference set forth on Appendix 23. If
                                    the actual number of Pilot Recurrent Flight
                                    Training Cycles for a particular month and a
                                    particular aircraft type is less than the
                                    number of assumed Pilot Recurrent Flight
                                    Training Cycles for such month and such
                                    aircraft type as set forth in Appendix 17e,
                                    then Contractor shall pay an amount to
                                    Continental equal to the quotient of (a) the
                                    product of (i) the difference between (1)
                                    such assumed number of Pilot Recurrent
                                    Flight Training Cycles during such month for
                                    such aircraft type and (2) such actual
                                    number of Pilot Recurrent Flight Training
                                    Cycles during such month for such aircraft
                                    type, multiplied by (ii) the assumed cost of
                                    each Pilot Recurrent Flight Training Cycles
                                    for such month and such aircraft type as set
                                    forth in Appendix 17a divided by (b) the
                                    Cost Difference set forth on Appendix 23.

                           V.       Pilot Recurrent Ground Training Cycles.
                                    Included in the Appendix 1 Expenses is an
                                    assumed cost associated with an assumed
                                    number of Pilot Recurrent Ground Training
                                    Cycles for each aircraft type. If the actual
                                    number of Pilot





                                 Schedule 3-21
<PAGE>

                                    Recurrent Ground Training Cycles for a
                                    particular month and a particular aircraft
                                    type exceeds the number of assumed Pilot
                                    Recurrent Ground Training Cycles for such
                                    month and such aircraft type and as set
                                    forth in Appendix 17f, then Continental
                                    shall pay an amount to Contractor equal to
                                    the quotient of (a) the product of (i) the
                                    difference between (1) such actual number of
                                    Pilot Recurrent Ground Training Cycles
                                    during such month and such aircraft type and
                                    (2) such assumed number of Pilot Recurrent
                                    Ground Training Cycles during such month for
                                    such aircraft type, multiplied by (ii) the
                                    assumed cost of each Pilot Recurrent Ground
                                    Training Cycle for such month and such
                                    aircraft type as set forth in Appendix 17a
                                    divided by (b) the Cost Difference set forth
                                    on Appendix 23. If the actual number of
                                    Pilot Recurrent Ground Training Cycles for a
                                    particular month and a particular aircraft
                                    type is less than the number of assumed
                                    Pilot Recurrent Ground Training Cycles for
                                    such month and such aircraft type as set
                                    forth in Appendix 17f, then Contractor shall
                                    pay an amount to Continental equal to the
                                    quotient of (a) the product of (i) the
                                    difference between (1) such assumed number
                                    of Pilot Recurrent Ground Training Cycles
                                    during such month for such aircraft type and
                                    (2) such actual number of Pilot Recurrent
                                    Ground Training Cycles during such month for
                                    such aircraft type, multiplied by (ii) the
                                    assumed cost of each Pilot Recurrent Ground
                                    Training Cycles for such month and such
                                    aircraft type as set forth in Appendix 17a
                                    divided by (b) the Cost Difference set forth
                                    on Appendix 23.

                  c.       Pilot and Flight Attendant Per Diem Reconciliation.

                           I.       Pilot Per Diem. Included in the Appendix 3
                                    Block Hour Rates is an assumed cost
                                    associated with an assumed number of Pilot
                                    Per Diem Hours per scheduled block hour. If
                                    the actual number of Pilot Per Diem Hours
                                    per scheduled block hour for a particular
                                    month exceeds the number of assumed Pilot
                                    Per Diem Hours per scheduled block hour in
                                    such month as set forth in Appendix 18a,
                                    then Continental shall pay an amount to
                                    Contractor equal to the quotient of (a) the
                                    product of (i) the difference between (1)
                                    such actual number of Pilot Per Diem Hours
                                    per scheduled block hour during such month
                                    and (2) such assumed number of Pilot Per
                                    Diem Hours per scheduled block hour during
                                    such month, multiplied by (ii) the number of
                                    scheduled block hours for such month,
                                    multiplied by (iii) the assumed






                                 Schedule 3-22
<PAGE>

                                    amount payable for each Pilot Per Diem Hour
                                    for such month as set forth in Appendix 18a
                                    divided by (b) the Cost Difference set forth
                                    on Appendix 23. If the actual number of
                                    Pilot Per Diem Hours per scheduled block
                                    hour for a particular month is less than the
                                    number of assumed Pilot Per Diem Hours per
                                    scheduled block hour in such month as set
                                    forth in Appendix 18a, then Contractor shall
                                    pay an amount to Continental equal to the
                                    quotient of (a) the product of (i) the
                                    difference between (1) such assumed number
                                    of Pilot Per Diem Hours per scheduled block
                                    hour during such month and (2) such actual
                                    number of Pilot Per Diem Hours per scheduled
                                    block hour during such month, multiplied by
                                    (ii) the number of scheduled block hours for
                                    such month, multiplied by (iii) the assumed
                                    amount payable for each Pilot Per Diem Hour
                                    for such month as set forth in Appendix 18a
                                    divided by (b) the Cost Difference set forth
                                    on Appendix 23.

                           II.      Flight Attendants Per Diem. Included in the
                                    Appendix 3 Block Hour Rates is an assumed
                                    cost associated with an assumed number of
                                    Flight Attendant Per Diem Hours per
                                    scheduled block hour. If the actual number
                                    of Flight Attendant Per Diem Hours per
                                    scheduled block hour for a particular month
                                    exceeds the number of assumed Flight
                                    Attendant Per Diem Hours per scheduled block
                                    hour in such month as set forth in Appendix
                                    18b, then Continental shall pay an amount to
                                    Contractor equal to the quotient of (a) the
                                    product of (i) the difference between (1)
                                    such actual number of Flight Attendant Per
                                    Diem Hours per scheduled block hour during
                                    such month and (2) such assumed number of
                                    Flight Attendant Per Diem Hours per
                                    scheduled block hour during such month,
                                    multiplied by (ii) the number of scheduled
                                    block hours for such month, multiplied by
                                    (iii) the assumed amount payable for each
                                    Flight Attendant Per Diem Hour for such
                                    month as set forth in Appendix 18b divided
                                    by (b) the Cost Difference set forth on
                                    Appendix 23. If the actual number of Flight
                                    Attendant Per Diem Hours per scheduled block
                                    hour for a particular month is less than the
                                    number of assumed Flight Attendant Per Diem
                                    Hours per scheduled block hour in such month
                                    as set forth in Appendix 18b, then
                                    Contractor shall pay an amount to
                                    Continental equal to the quotient of (a) the
                                    product of (i) the difference between (1)
                                    such assumed number of Flight Attendant Per
                                    Diem Hours per scheduled block hour during
                                    such month and (2) such actual number of
                                    Flight Attendant Per Diem Hours per





                                 Schedule 3-23
<PAGE>

                                    scheduled block hour during such month,
                                    multiplied by (ii) the number of scheduled
                                    block hours for such month, multiplied by
                                    (iii) the assumed amount payable for each
                                    Flight Attendant Per Diem Hour for such
                                    month as set forth in Appendix 18b divided
                                    by (b) the Cost Difference set forth on
                                    Appendix 23.

                  d.       Pilot Soft Time Reconciliation. Included in the
                           Appendix 3 Block Hour Rates is an assumed cost
                           associated with an assumed number of Pilot Flight
                           Paid Hours per scheduled Pilot Block Hour. If the
                           actual number of Pilot Flight Paid Hours per
                           scheduled Pilot Block Hour for a particular month
                           exceeds the number of assumed Pilot Flight Paid Hours
                           per scheduled Pilot Block Hour in such month as set
                           forth in Appendix 19, then Continental shall pay an
                           amount to Contractor equal to the quotient of (a) the
                           product of (i) the difference between (1) such actual
                           number of Pilot Flight Paid Hours per scheduled Pilot
                           Block Hour during such month and (2) such assumed
                           number of Pilot Flight Paid Hours per scheduled Pilot
                           Block Hour during such month, multiplied by (ii) the
                           number of scheduled Pilot Block Hours for such month,
                           multiplied by (iii) the assumed amount payable for
                           each Pilot Flight Paid Hour as set forth in Appendix
                           19, divided by (b) the Cost Difference set forth in
                           Appendix 23. If the actual number of Pilot Flight
                           Paid Hours per scheduled Pilot Block Hour for a
                           particular month is less than the number of assumed
                           Pilot Flight Paid Hours per scheduled Pilot Block
                           Hour in such month as set forth in Appendix 19, then
                           Contractor shall pay an amount to Continental equal
                           to the quotient of (a) the product of (i) the
                           difference between (1) such assumed number of Pilot
                           Flight Paid Hours per scheduled Pilot Block Hour
                           during such month and (2) such actual number of Pilot
                           Flight Paid Hours per scheduled Pilot Block Hour
                           during such month, multiplied by (ii) the number of
                           scheduled Pilot Block Hours for such month,
                           multiplied by (iii) the assumed amount payable for
                           each Pilot Flight Paid Hour as set forth in Appendix
                           19, divided by (b) the Cost Difference set forth in
                           Appendix 23. The reconciliation described in this
                           Paragraph 8(d) will cease upon the earlier to occur
                           of (1) Contractor hiring a New Contractor Pilot and
                           (2) Contractor no longer employing any Continental
                           Pilots.

                  e.       Pilot Seniority Reconciliation. Included in the
                           Appendix 1 Expenses and the Appendix 3 Block Hour
                           Rates is an assumed cost associated with an assumed
                           number of Continental Pilots continuing to be
                           employed by Contractor. If the aggregate number of
                           Continental Pilots whose employment is actually
                           terminated by Contractor in a particular month
                           exceeds the aggregate number of Continental Pilots
                           whose employment by Contractor is assumed to





                                 Schedule 3-24
<PAGE>

                           be terminated in such particular month as set forth
                           in Appendix 20, then Contractor shall pay an amount
                           to Continental equal to the quotient of (a) the
                           product of (i) the difference between (1) such
                           aggregate number of Continental Pilots whose
                           employment is actually terminated by Contractor
                           during such month and (2) such aggregate number of
                           Continental Pilots whose employment is assumed to be
                           terminated by Contractor during such month,
                           multiplied by (ii) the assumed amount payable per
                           Continental Pilot being terminated by Contractor as
                           set forth in Appendix 20, divided by (b) the Cost
                           Difference set forth on Appendix 23. If the aggregate
                           number of Continental Pilots whose employment is
                           assumed to be terminated by Contractor for a
                           particular month as set forth in Appendix 20 exceeds
                           the aggregate number of Continental Pilots whose
                           employment is actually terminated by Contractor
                           during such month, then Continental shall pay an
                           amount to Contractor equal to the quotient of (a) the
                           product of (i) the difference between (1) such
                           aggregate number of Continental Pilots whose
                           employment is assumed to be terminated by Contractor
                           during such month and (2) such aggregate number of
                           Continental Pilots whose employment is actually
                           terminated by Contractor during such month,
                           multiplied by (ii) the assumed amount payable per
                           Continental Pilot being terminated by Contractor as
                           set forth in Appendix 20, divided by (b) the Cost
                           Difference set forth on Appendix 23. The
                           reconciliation described in this Paragraph 8(e) will
                           cease when Contractor no longer employs any
                           Continental Pilots.

                  f.       Airport Agent Volume Reconciliation. Included in the
                           Appendix 1 Expenses is an assumed cost associated
                           with an assumed number of Agent Paid Hours. If the
                           lower of the Staffing Model Agent Paid Hours or
                           actual number of Agent Paid Hours for a particular
                           month exceeds the assumed number of Agent Paid Hours
                           as set forth in Appendix 21, then Continental shall
                           pay an amount to Contractor equal to the quotient of
                           (a) the product of (i) the difference between (1) the
                           lower of such Staffing Model Agent Paid Hours or such
                           actual number of Agent Paid Hours during such month
                           and (2) such assumed Agent Paid Hours during such
                           month, multiplied by (ii) the assumed amount payable
                           per Agent Paid Hour as set forth in Appendix 21,
                           multiplied by (iii) 1.1681, divided by (b) the Cost
                           Difference forth on Appendix 23. If the lower of the
                           Staffing Model Agent Paid Hours or actual number of
                           Agent Paid Hours for a particular month is less than
                           the assumed number of Agent Paid Hours as set forth
                           in Appendix 21, then Contractor shall pay an amount
                           to Continental equal to the quotient of (a) the
                           product of (i) the difference between (1) such
                           assumed Agent Paid Hours during such month and (2)
                           the lower of such






                                 Schedule 3-25
<PAGE>

                           Staffing Model Agent Paid Hours or such actual number
                           of Agent Paid Hours during such month, multiplied by
                           (ii) the assumed amount payable per Agent Paid Hour
                           as set forth in Appendix 21, multiplied by (iii)
                           1.1681, divided by (b) the Cost Difference set forth
                           on Appendix 23.

         9.       Reconciliation of Other Expenses.


                  a.       Except to the extent that payments are made by
                           Contractor to Continental pursuant to Paragraph
                           B(6)(e) in respect of any of the following expenses
                           for any Controllable Cancellation resulting solely
                           from any Labor Strike or from a non-carrier specific
                           airworthiness directive or other non-carrier specific
                           regulatory order, the following expenses incurred in
                           connection with Scheduled Flights, as allocated
                           pursuant to Section 3.05(a), shall be reconciled
                           monthly (except as specifically set forth below) to
                           actual costs: (i) all payments made by Contractor
                           under any Covered Aircraft Sublease, except for any
                           Supplemental Rent (as defined therein) payable as a
                           result of any action or inaction by Contractor, other
                           than actions taken or not taken specifically at the
                           direction of Continental; (ii) all payments made by
                           Contractor for Incremental Passenger-Related
                           Facilities; (iii) all employer-matching payments made
                           by Contractor pursuant to any Contractor 401(K)
                           (provided that, upon Continental owning less than 50%
                           of the voting power of Holdings (the date upon which
                           such event occurs being referred to herein as the
                           "Distribution Date"), Continental shall not be
                           required to reconcile any such payments made by
                           Contractor to the extent that such payments are
                           attributable to a change in the 401(K) or the
                           company-match on or after the Distribution Date);
                           (iv) property and ad valorem taxes, other similar
                           taxes imposed specifically on property or assets,
                           sales and use taxes and franchise taxes (but
                           excluding all other taxes, such as income, profits,
                           withholding, employment, social security, disability,
                           occupation, severance, excise and fuel taxes); (v)
                           subject to Paragraph B(7) of this Schedule 3,
                           passenger liability, hull and war risk insurance
                           costs; (vi) ARINC/SITA network expenses; (vii)
                           landing fees; (viii) glycol, de-icing and snow
                           removal costs; (ix) payments by Contractor to
                           employees in respect of any profit-sharing and
                           on-time performance plans of Contractor existing on
                           or prior to the Distribution Date (provided that
                           Continental shall not be required to reconcile actual
                           profit-sharing and on-time performance expenses to
                           the extent that such additional expenses are
                           attributable to a change in target benchmarks or
                           payment rates under such plans on or after the
                           Distribution Date, and provided further that
                           reconciliation for profit-sharing plans shall occur
                           on a year-to-date basis at the end of each calendar
                           month); (x) administrative fees paid to Continental
                           under the Administrative Support and Information
                           Services Provisioning Agreement; (xi)








                                 Schedule 3-26
<PAGE>

                           amounts paid for the provision of ground handling
                           services pursuant to Paragraph B(4)(b); (xii)
                           payments made by Contractor for "power-by-the-hour"
                           services under the Flight Hour Agreement; (xiii) all
                           expenses of Contractor associated with Extraordinary
                           Hotel Stays during the Performance Period (provided
                           that reconciliation for this item (xiii) shall occur
                           quarterly at the end of each Performance Period);
                           (xiv) depreciation expense (until December 31, 2004),
                           excluding any expenditure not specifically approved
                           by Continental or otherwise contemplated by a capital
                           expenditure plan agreed to by Contractor and
                           Continental; and (xv) third-party security and
                           screening expense at Contractor Airports
                           (collectively, the "Reconciled Expenses"). The Base
                           Compensation includes allocations of the Reconciled
                           Expenses as set forth in Appendix 22 and with respect
                           to certain Reconciled Expenses, as further provided
                           in Paragraph B(9)(f) below. If in any month the
                           Contractor's actual Reconciled Expenses, in the
                           aggregate, exceed the amount of Reconciled Expenses
                           included in the Base Compensation in accordance with
                           Appendix 22 and with respect to certain Reconciled
                           Expenses as further provided in Paragraph B(9)(f)
                           below for such month, Continental shall pay to
                           Contractor an amount equal to the quotient of (i)
                           such difference divided by (ii) the Cost Difference
                           set forth on Appendix 23. If in any month the amount
                           of Reconciled Expenses included in the Base
                           Compensation in accordance with Appendix 22 and with
                           respect to certain Reconciled Expenses as further
                           provided in Paragraph B(9)(f) below for such month
                           exceeds Contractor's actual Reconciled Expenses,
                           Contractor shall pay to Continental an amount equal
                           to the quotient of (i) such difference and (ii) the
                           Cost Difference set forth on Appendix 23.

                  b.       Reconciliation amounts will include the payment to
                           Continental, if any, provided in Section 4.05(a) of
                           the Agreement.

                  c.       Incentive payments are paid as reconciliation
                           amounts.

                  d.       At any time that Contractor or Continental reasonably
                           believes the Prevailing Margin for the current or
                           next Performance Period will be greater than 11.5% or
                           less than 8.5%, then Continental and Contractor will
                           meet and will adjust the Base Compensation for such
                           Performance Period; provided that in no event will
                           such calculation reduce the Base Compensation below
                           an amount necessary so as to achieve an 11.5%
                           Prevailing Margin for such Performance Period or
                           increase Base Compensation above the rate necessary
                           so as to achieve an 8.5% Prevailing Margin for such
                           Performance Period. At the end of each Performance
                           Period in respect of which adjustments were in
                           effect, a calculation shall be





                                 Schedule 3-27
<PAGE>

                           made by Contractor not later than the sixth Business
                           Day of the immediately succeeding month to calculate
                           the Prevailing Margin for the previous Performance
                           Period. For adjustments made as a result of a
                           Prevailing Margin expected to exceed 11.5%: (i) if
                           the actual resulting Prevailing Margin for such
                           Performance Period was greater than 11.5%, then the
                           Base Compensation for such Performance Period will be
                           further decreased to the extent required to lower the
                           actual Prevailing Margin for such Performance Period
                           to 11.5% and Contractor shall make a payment to
                           Continental in an amount equal to such reduction in
                           Base Compensation within five Business Days of such
                           calculation and (ii) if the actual resulting
                           Prevailing Margin for such Performance Period was
                           less than 11.5%, then the Base Compensation for such
                           Performance Period will be increased (but only up to
                           the Base Compensation in effect prior to its
                           adjustment pursuant to the first sentence of this
                           Paragraph B(9)(d) of Schedule 3) to the extent
                           required to raise the actual Prevailing Margin for
                           such Performance Period to 11.5% and Continental
                           shall make a payment to Contractor in an amount equal
                           to such increase in Base Compensation within five
                           Business Days of such calculation. For adjustments
                           made as a result of a Prevailing Margin expected to
                           be less than 8.5%: (i) if the actual resulting
                           Prevailing Margin for such Performance Period was
                           less than 8.5%, then the Base Compensation for such
                           Performance Period will be further increased to the
                           extent required to raise the actual Prevailing Margin
                           for such Performance Period to 8.5% and Continental
                           shall make a payment to Contractor in an amount equal
                           to such increase in Base Compensation within five
                           Business Days of such calculation and (ii) if the
                           Prevailing Margin for such Performance Period was
                           greater than 8.5%, then the Base Compensation for
                           such Performance Period will be decreased (but only
                           down to the Base Compensation in effect prior to its
                           adjustment pursuant to the first sentence of this
                           Paragraph B(9)(d) of Schedule 3) to the extent
                           required to lower the actual Prevailing Margin for
                           such Performance Period to 8.5% and Contractor shall
                           make a payment to Continental in an amount equal to
                           such reduction in Base Compensation within five
                           Business Days of such calculation.

                  e.       If any of the provisions set forth herein adjust the
                           Base Compensation or the Appendix 1 Expenses,
                           Continental will, within a reasonable period of time
                           following such adjustment, deliver to Contractor
                           revised Appendices, to the extent applicable, to this
                           Schedule 3 to reflect such adjustment; provided that
                           Contractor shall cooperate with Continental in
                           providing to Continental any information required to
                           prepare such Appendices.





                                 Schedule 3-28
<PAGE>

                  f.       The Base Compensation, Flight Overfly Reconciliation,
                           and Flight Cancellation Reconciliation for any
                           particular month includes allocations of the
                           following Reconciled Expenses as provided below:

                           I.       The amount of assumed employer-matching
                                    payments referred to in clause (iii) of the
                                    second sentence of Paragraph B(9)(a)
                                    included in the Base Compensation for any
                                    particular month will be equal to the
                                    product of (1) the sum of (a) the aggregate
                                    sum of the following products for each
                                    aircraft type set forth in the Final Monthly
                                    Schedule: (i) the First Implied Rate for
                                    such month for each aircraft type set forth
                                    on Appendix 22a, multiplied by (ii) the
                                    scheduled block hours for such month and
                                    aircraft type as set forth on the Final
                                    Monthly Schedule multiplied by the First
                                    Benchmark Factor for such month, (b) the
                                    aggregate sum of the following products for
                                    each aircraft type set forth in the Final
                                    Monthly Schedule: (i) the Second Implied
                                    Rate for such month for each aircraft type
                                    set forth on Appendix 22a, multiplied by
                                    (ii) the Appendix 7 Block Hours for such
                                    aircraft type set forth on Appendix 7,
                                    multiplied by (iii) the scheduled departures
                                    for such month and aircraft type as set
                                    forth on the Final Monthly Schedule
                                    multiplied by the First Benchmark Factor for
                                    such month, plus (c) the product of (i) the
                                    Third Implied Expenses for such month set
                                    forth in Appendix 22a, multiplied by (ii)
                                    1000, multiplied by (2) {CONFIDENTIAL
                                    MATERIAL OMITTED AND FILED SEPARATELY WITH
                                    THE SECURITIES AND EXCHANGE COMMISSION
                                    PURSUANT TO A REQUEST FOR CONFIDENTIAL
                                    TREATMENT}.

                           II.      The amount of assumed passenger liability
                                    costs referred to in clause (v) of the
                                    second sentence of Paragraph B(9)(a)
                                    included in the Base Compensation for any
                                    particular month will be equal to the
                                    product of (1) the rate for such month as
                                    set forth on Appendix 22 multiplied by (2)
                                    the Forecasted Passengers for such month.

                           III.     The amount of assumed ARINC/SITA network
                                    expenses referred to in clause (vi) of the
                                    second sentence of Paragraph B(9)(a)
                                    included in the Base Compensation for any
                                    particular month will be equal to the
                                    aggregate sum of the following products for
                                    each aircraft type set forth in the Final
                                    Monthly Schedule: (1) the Fourth Implied
                                    Rate for such month for each aircraft type
                                    as set forth on Appendix





                                 Schedule 3-29
<PAGE>

                                    22b, multiplied by (2) the Appendix 7 Block
                                    Hours set forth on Appendix 7 for such
                                    aircraft type, multiplied by (3) the
                                    scheduled departures for such month and
                                    aircraft type as set forth on the Final
                                    Monthly Schedule, multiplied by (4) the
                                    First Benchmark Factor for such month.

                           IV.      The amount of assumed landing fees referred
                                    to in clause (vii) of the second sentence of
                                    Paragraph B(9)(a) included in the Base
                                    Compensation for any particular month will
                                    be equal to the aggregate sum of the
                                    following products for each aircraft type
                                    set forth in the Final Monthly Schedule: (1)
                                    the Fifth Implied Rate for such month for
                                    each aircraft type as set forth on Appendix
                                    22c, multiplied by (2) the Appendix 7 Block
                                    Hours set forth on Appendix 7 for such
                                    aircraft type, multiplied by (3) the
                                    scheduled departures for such month and
                                    aircraft type as set forth on the Final
                                    Monthly Schedule multiplied by (4) the First
                                    Benchmark Factor for such month.

                           V.       The amount of assumed variable ground
                                    handling expenses referred to in clause (xi)
                                    of the second sentence of Paragraph B(9)(a)
                                    included in the Base Compensation for any
                                    particular month will be equal to the
                                    aggregate sum of the following products for
                                    each aircraft type set forth in the Final
                                    Monthly Schedule: (1) the Third Adjusted
                                    Block Hour Rate for such aircraft type and
                                    such month, multiplied by (2), the Cost
                                    Difference set forth on Appendix 23,
                                    multiplied by (3) the number of scheduled
                                    block hours for such aircraft type during
                                    such month as set forth in the Final Monthly
                                    Schedule, multiplied by (4) the First
                                    Benchmark Factor for such month.

                           VI.      The amount of assumed expenses associated
                                    with Extraordinary Hotel Stays referred to
                                    in clause (xiii) of the second sentence of
                                    Paragraph B(9)(a) included in the Base
                                    Compensation for any particular month will
                                    be equal to (1) the product of (a) the sum
                                    of the Pilot Hotel Room Rate Per Block Hour
                                    for Extraordinary Hotel Stays set forth on
                                    Appendix 16a for the applicable month and
                                    the Flight Attendant Hotel Room Rate Per
                                    Block Hour for Extraordinary Hotel Stays set
                                    forth on Appendix 16b for the applicable
                                    month, multiplied by (2) the scheduled block
                                    hours for such month as set forth on the
                                    Final Monthly Schedule, multiplied by (3)
                                    the First Benchmark Factor for such month.



                                 Schedule 3-30
<PAGE>

                           VII.     The amount of assumed expenses associated
                                    with "power-by-the-hour" services under the
                                    Flight Hour Agreement referred to in clause
                                    (xii) of the second sentence of Paragraph
                                    B(9)(a) included in the Base Compensation
                                    for any particular month will be equal to
                                    the aggregate sum of the following products
                                    for each aircraft type set forth in the
                                    Final Monthly Schedule: (1) the Sixth
                                    Implied Rate for such month for each
                                    aircraft type as set forth on Appendix 22d,
                                    multiplied by (2) the scheduled block hours
                                    for such month and aircraft type, multiplied
                                    by (3) the First Benchmark Factor for such
                                    month.

                           VIII.    The amount of assumed third-party security
                                    and screening costs at Contractor Airports
                                    referred to in clause (xv) of the second
                                    sentence of Paragraph B(9)(a) included in
                                    the Base Compensation for any particular
                                    month will be equal to the product of (1)
                                    the rate for such month as set forth on
                                    Appendix 22 multiplied by (2) the Forecasted
                                    Passengers for such month.

         10. No Reconciliation for Fines, Etc. Notwithstanding anything to the
contrary contained in this Paragraph B, Continental shall not be required to
make any reconciliation payment pursuant to this Paragraph B to the extent that
such reconciliation payment is attributable to any costs, expenses or losses
(including fines, penalties and any costs and expenses associated with any
related investigation or defense) incurred by Contractor as a result of any
violation by Contractor of any law, statute, judgment, decree, order, rule or
regulation of any governmental or airport authority.

         11. Material Change in Underlying Assumptions. If there is a material
change in the parties' underlying assumptions regarding the cost of providing
Regional Airline Services, the parties hereto shall meet and confer to discuss
such change and whether the Base Compensation, the Appendix 1 Expenses or any of
the provisions of this Schedule 3 shall be adjusted; provided, however, that
this provision shall not obligate the parties hereto to amend any of the
provisions of the Agreement or this Schedule 3 nor shall it obligate the parties
to adjust the Base Compensation or the Appendix 1 Expenses.



                                 Schedule 3-31
<PAGE>



                  Appendix 1          Appendix 1 Expenses
                  Appendix 2          Benchmark Rates
                  Appendix 3          Appendix 3 Block Hour Rates
                  Appendix 4          Appendix 4 Block Hour Rates
                  Appendix 5          Appendix 5 Block Hour Rates
                  Appendix 6          Appendix 6 Block Hour Rates
                  Appendix 7          Appendix 7 Block Hours
                  Appendix 8          First Forecast Rates
                  Appendix 9          Appendix 9 Rates Per Block Hour
                  Appendix 10         Appendix 10 Fees
                  Appendix 11         First Incremental Cost Rates
                  Appendix 12         Second Incremental Cost Rates
                  Appendix 13         Appendix 13 Incremental Cost Rates
                  Appendix 14         Appendix 14 Block Hour Rates
                  Appendix 15         Appendix 15 Incremental Cost Allocation
                  Appendix 16         Hotel Volume
                  Appendix 17         Pilot Training Volume
                  Appendix 18         Per Diem
                  Appendix 19         Pilot Soft Time
                  Appendix 20         Pilot Seniority
                  Appendix 21         Agent Volume
                  Appendix 22         Reconciliation Of Expenses
                  Appendix 23         Cost Difference


                                 Schedule 3-32
<PAGE>

                                   APPENDIX 1

<Table>
<Caption>
------------------------------------------------------------------------------------------------------------------------------
                                                  APPENDIX 1 EXPENSES (000'S)
------------------------------------------------------------------------------------------------------------------------------
        COLUMN  COLUMN  COLUMN  COLUMN  COLUMN  COLUMN  COLUMN  COLUMN  COLUMN  COLUMN  COLUMN  COLUMN  COLUMN  COLUMN  COLUMN
Date      1       2       3       4       5       6       7       8       9       10      11      12      13      14      15
------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
<S>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
Jan-01   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
Feb-01   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
Mar-01   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
Apr-01   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
May-01   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
Jun-01   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
Jul-01   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
Aug-01   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
Sep-01   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
Oct-01   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
Nov-01   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
Dec-01   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
Jan-02   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
Feb-02   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
Mar-02   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
Apr-02   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
May-02   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
Jun-02   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
Jul-02   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
Aug-02   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
Sep-02   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
Oct-02   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
Nov-02   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
Dec-02   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
Jan-03   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
Feb-03   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
Mar-03   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
Apr-03   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
May-03   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
Jun-03   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
Jul-03   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
Aug-03   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
Sep-03   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
Oct-03   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
Nov-03   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
Dec-03   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
Jan-04   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
Feb-04   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
Mar-04   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
Apr-04   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
May-04   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
Jun-04   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
Jul-04   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
Aug-04   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
Sep-04   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
Oct-04   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
Nov-04   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
Dec-04   XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX     XXX
</Table>


XXX REPRESENTS CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.
<PAGE>




                                   APPENDIX 2

<Table>
<Caption>
----------------------------------------------------------------------------------------------------------------------------------
                                                        2002 BENCHMARK RATES
----------------------------------------------------------------------------------------------------------------------------------
                       FIRST                   FIRST                  SECOND             HEADSTART ONTIME       BAGGAGE HANDLING
    DATE          BENCHMARK FACTOR       CANCELLATION RATE       CANCELLATION RATE          BENCHMARK               BENCHMARK
    ----          ----------------       -----------------       -----------------       ----------------       ----------------
<S>               <C>                    <C>                     <C>                     <C>                    <C>
   Jan-02               XXX                     XXX                     XXX                    XXX                     XXX
   Feb-02               XXX                     XXX                     XXX                    XXX                     XXX
   Mar-02               XXX                     XXX                     XXX                    XXX                     XXX
   Apr-02               XXX                     XXX                     XXX                    XXX                     XXX
   May-02               XXX                     XXX                     XXX                    XXX                     XXX
   Jun-02               XXX                     XXX                     XXX                    XXX                     XXX
   Jul-02               XXX                     XXX                     XXX                    XXX                     XXX
   Aug-02               XXX                     XXX                     XXX                    XXX                     XXX
   Sep-02               XXX                     XXX                     XXX                    XXX                     XXX
   Oct-02               XXX                     XXX                     XXX                    XXX                     XXX
   Nov-02               XXX                     XXX                     XXX                    XXX                     XXX
   Dec-02               XXX                     XXX                     XXX                    XXX                     XXX
</Table>


<Table>
<Caption>
----------------------------------------------------------------------------------------------------------------------------------
                                                         2001 ACTUAL RATES
----------------------------------------------------------------------------------------------------------------------------------
                       FIRST                   FIRST                  SECOND             HEADSTART ONTIME       BAGGAGE HANDLING
    DATE          BENCHMARK FACTOR       CANCELLATION RATE       CANCELLATION RATE          BENCHMARK               BENCHMARK
    ----          ----------------       -----------------       -----------------       ----------------       ----------------
<S>               <C>                    <C>                     <C>                     <C>                    <C>
   Jan-01               XXX                     XXX                     XXX                    XXX                     XXX
   Feb-01               XXX                     XXX                     XXX                    XXX                     XXX
   Mar-01               XXX                     XXX                     XXX                    XXX                     XXX
   Apr-01               XXX                     XXX                     XXX                    XXX                     XXX
   May-01               XXX                     XXX                     XXX                    XXX                     XXX
   Jun-01               XXX                     XXX                     XXX                    XXX                     XXX
   Jul-01               XXX                     XXX                     XXX                    XXX                     XXX
   Aug-01               XXX                     XXX                     XXX                    XXX                     XXX
   Sep-01               XXX                     XXX                     XXX                    XXX                     XXX
   Oct-01               XXX                     XXX                     XXX                    XXX                     XXX
   Nov-01               XXX                     XXX                     XXX                    XXX                     XXX
   Dec-01               XXX                     XXX                     XXX                    XXX                     XXX
</Table>


<Table>
<Caption>
----------------------------------------------------------------------------------------------------------------------------------
                                                         2000 ACTUAL RATES
----------------------------------------------------------------------------------------------------------------------------------
                       FIRST                   FIRST                  SECOND             HEADSTART ONTIME       BAGGAGE HANDLING
    DATE          BENCHMARK FACTOR       CANCELLATION RATE       CANCELLATION RATE          BENCHMARK               BENCHMARK
    ----          ----------------       -----------------       -----------------       ----------------       ----------------
<S>               <C>                    <C>                     <C>                     <C>                    <C>
   Jan-00               XXX                     XXX                     XXX                    XXX                     XXX
   Feb-00               XXX                     XXX                     XXX                    XXX                     XXX
   Mar-00               XXX                     XXX                     XXX                    XXX                     XXX
   Apr-00               XXX                     XXX                     XXX                    XXX                     XXX
   May-00               XXX                     XXX                     XXX                    XXX                     XXX
   Jun-00               XXX                     XXX                     XXX                    XXX                     XXX
   Jul-00               XXX                     XXX                     XXX                    XXX                     XXX
   Aug-00               XXX                     XXX                     XXX                    XXX                     XXX
   Sep-00               XXX                     XXX                     XXX                    XXX                     XXX
   Oct-00               XXX                     XXX                     XXX                    XXX                     XXX
   Nov-00               XXX                     XXX                     XXX                    XXX                     XXX
   Dec-00               XXX                     XXX                     XXX                    XXX                     XXX
</Table>




<PAGE>


<Table>
<Caption>
----------------------------------------------------------------------------------------------------------------------------------
                                                         1999 ACTUAL RATES
----------------------------------------------------------------------------------------------------------------------------------
                       FIRST                   FIRST                  SECOND             HEADSTART ONTIME       BAGGAGE HANDLING
    DATE          BENCHMARK FACTOR       CANCELLATION RATE       CANCELLATION RATE          BENCHMARK               BENCHMARK
    ----          ----------------       -----------------       -----------------       ----------------       ----------------
<S>               <C>                    <C>                     <C>                     <C>                    <C>
   Jan-99               XXX                     XXX                     XXX                    XXX                     XXX
   Feb-99               XXX                     XXX                     XXX                    XXX                     XXX
   Mar-99               XXX                     XXX                     XXX                    XXX                     XXX
   Apr-99               XXX                     XXX                     XXX                    XXX                     XXX
   May-99               XXX                     XXX                     XXX                    XXX                     XXX
   Jun-99               XXX                     XXX                     XXX                    XXX                     XXX
   Jul-99               XXX                     XXX                     XXX                    XXX                     XXX
   Aug-99               XXX                     XXX                     XXX                    XXX                     XXX
   Sep-99               XXX                     XXX                     XXX                    XXX                     XXX
   Oct-99               XXX                     XXX                     XXX                    XXX                     XXX
   Nov-99               XXX                     XXX                     XXX                    XXX                     XXX
   Dec-99               XXX                     XXX                     XXX                    XXX                     XXX
</Table>


<Table>
<Caption>
----------------------------------------------------------------------------------------------------------------------------------
                                                         1998 ACTUAL RATES
----------------------------------------------------------------------------------------------------------------------------------
                       FIRST                   FIRST                  SECOND             HEADSTART ONTIME       BAGGAGE HANDLING
    DATE          BENCHMARK FACTOR       CANCELLATION RATE       CANCELLATION RATE          BENCHMARK               BENCHMARK
    ----          ----------------       -----------------       -----------------       ----------------       ----------------
<S>               <C>                    <C>                     <C>                     <C>                    <C>
   Jan-98               XXX                     XXX                     XXX                    XXX                     XXX
   Feb-98               XXX                     XXX                     XXX                    XXX                     XXX
   Mar-98               XXX                     XXX                     XXX                    XXX                     XXX
   Apr-98               XXX                     XXX                     XXX                    XXX                     XXX
   May-98               XXX                     XXX                     XXX                    XXX                     XXX
   Jun-98               XXX                     XXX                     XXX                    XXX                     XXX
   Jul-98               XXX                     XXX                     XXX                    XXX                     XXX
   Aug-98               XXX                     XXX                     XXX                    XXX                     XXX
   Sep-98               XXX                     XXX                     XXX                    XXX                     XXX
   Oct-98               XXX                     XXX                     XXX                    XXX                     XXX
   Nov-98               XXX                     XXX                     XXX                    XXX                     XXX
   Dec-98               XXX                     XXX                     XXX                    XXX                     XXX
</Table>


<Table>
<Caption>
----------------------------------------------------------------------------------------------------------------------------------
                                                         1997 ACTUAL RATES
----------------------------------------------------------------------------------------------------------------------------------
                       FIRST                   FIRST                  SECOND             HEADSTART ONTIME       BAGGAGE HANDLING
    DATE          BENCHMARK FACTOR       CANCELLATION RATE       CANCELLATION RATE          BENCHMARK               BENCHMARK
    ----          ----------------       -----------------       -----------------       ----------------       ----------------
<S>               <C>                    <C>                     <C>                     <C>                    <C>
   Jan-97               XXX                     XXX                     XXX                    XXX                     XXX
   Feb-97               XXX                     XXX                     XXX                    XXX                     XXX
   Mar-97               XXX                     XXX                     XXX                    XXX                     XXX
   Apr-97               XXX                     XXX                     XXX                    XXX                     XXX
   May-97               XXX                     XXX                     XXX                    XXX                     XXX
   Jun-97               XXX                     XXX                     XXX                    XXX                     XXX
   Jul-97               XXX                     XXX                     XXX                    XXX                     XXX
   Aug-97               XXX                     XXX                     XXX                    XXX                     XXX
   Sep-97               XXX                     XXX                     XXX                    XXX                     XXX
   Oct-97               XXX                     XXX                     XXX                    XXX                     XXX
   Nov-97               XXX                     XXX                     XXX                    XXX                     XXX
   Dec-97               XXX                     XXX                     XXX                    XXX                     XXX
</Table>

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



<PAGE>

                                   APPENDIX 3

<Table>
<Caption>
----------------------------------------------------------------------------------------------
                                  APPENDIX 3 BLOCK HOUR RATES
----------------------------------------------------------------------------------------------
        DATE              B1900         ATR42         EMB120         RJ135         RJ145
        ----              -----         -----         ------         -----         -----
<S>                       <C>           <C>           <C>            <C>           <C>
    BENCHMARK SL           XXX           XXX            XXX           XXX           XXX
       Jan-01              XXX           XXX            XXX           XXX           XXX
       Feb-01              XXX           XXX            XXX           XXX           XXX
       Mar-01              XXX           XXX            XXX           XXX           XXX
       Apr-01              XXX           XXX            XXX           XXX           XXX
       May-01              XXX           XXX            XXX           XXX           XXX
       Jun-01              XXX           XXX            XXX           XXX           XXX
       Jul-01              XXX           XXX            XXX           XXX           XXX
       Aug-01              XXX           XXX            XXX           XXX           XXX
       Sep-01              XXX           XXX            XXX           XXX           XXX
       Oct-01              XXX           XXX            XXX           XXX           XXX
       Nov-01              XXX           XXX            XXX           XXX           XXX
       Dec-01              XXX           XXX            XXX           XXX           XXX
       Jan-02              XXX           XXX            XXX           XXX           XXX
       Feb-02              XXX           XXX            XXX           XXX           XXX
       Mar-02              XXX           XXX            XXX           XXX           XXX
       Apr-02              XXX           XXX            XXX           XXX           XXX
       May-02              XXX           XXX            XXX           XXX           XXX
       Jun-02              XXX           XXX            XXX           XXX           XXX
       Jul-02              XXX           XXX            XXX           XXX           XXX
       Aug-02              XXX           XXX            XXX           XXX           XXX
       Sep-02              XXX           XXX            XXX           XXX           XXX
       Oct-02              XXX           XXX            XXX           XXX           XXX
       Nov-02              XXX           XXX            XXX           XXX           XXX
       Dec-02              XXX           XXX            XXX           XXX           XXX
       Jan-03              XXX           XXX            XXX           XXX           XXX
       Feb-03              XXX           XXX            XXX           XXX           XXX
       Mar-03              XXX           XXX            XXX           XXX           XXX
       Apr-03              XXX           XXX            XXX           XXX           XXX
       May-03              XXX           XXX            XXX           XXX           XXX
       Jun-03              XXX           XXX            XXX           XXX           XXX
       Jul-03              XXX           XXX            XXX           XXX           XXX
       Aug-03              XXX           XXX            XXX           XXX           XXX
       Sep-03              XXX           XXX            XXX           XXX           XXX
       Oct-03              XXX           XXX            XXX           XXX           XXX
       Nov-03              XXX           XXX            XXX           XXX           XXX
       Dec-03              XXX           XXX            XXX           XXX           XXX
       Jan-04              XXX           XXX            XXX           XXX           XXX
       Feb-04              XXX           XXX            XXX           XXX           XXX
       Mar-04              XXX           XXX            XXX           XXX           XXX
       Apr-04              XXX           XXX            XXX           XXX           XXX
       May-04              XXX           XXX            XXX           XXX           XXX
       Jun-04              XXX           XXX            XXX           XXX           XXX
       Jul-04              XXX           XXX            XXX           XXX           XXX
       Aug-04              XXX           XXX            XXX           XXX           XXX
       Sep-04              XXX           XXX            XXX           XXX           XXX
       Oct-04              XXX           XXX            XXX           XXX           XXX
       Nov-04              XXX           XXX            XXX           XXX           XXX
       Dec-04              XXX           XXX            XXX           XXX           XXX
</Table>

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



<PAGE>

                                   APPENDIX 4

<Table>
<Caption>
----------------------------------------------------------------------------------------
                                  APPENDIX 4 BLOCK HOUR RATES
----------------------------------------------------------------------------------------
     DATE           B1900         ATR42         EMB120         RJ135          RJ145
     ----           -----         -----         ------         -----          -----
<S>                 <C>           <C>           <C>            <C>           <C>
    Jan-01           XXX           XXX            XXX           XXX            XXX
    Feb-01           XXX           XXX            XXX           XXX            XXX
    Mar-01           XXX           XXX            XXX           XXX            XXX
    Apr-01           XXX           XXX            XXX           XXX            XXX
    May-01           XXX           XXX            XXX           XXX            XXX
    Jun-01           XXX           XXX            XXX           XXX            XXX
    Jul-01           XXX           XXX            XXX           XXX            XXX
    Aug-01           XXX           XXX            XXX           XXX            XXX
    Sep-01           XXX           XXX            XXX           XXX            XXX
    Oct-01           XXX           XXX            XXX           XXX            XXX
    Nov-01           XXX           XXX            XXX           XXX            XXX
    Dec-01           XXX           XXX            XXX           XXX            XXX
    Jan-02           XXX           XXX            XXX           XXX            XXX
    Feb-02           XXX           XXX            XXX           XXX            XXX
    Mar-02           XXX           XXX            XXX           XXX            XXX
    Apr-02           XXX           XXX            XXX           XXX            XXX
    May-02           XXX           XXX            XXX           XXX            XXX
    Jun-02           XXX           XXX            XXX           XXX            XXX
    Jul-02           XXX           XXX            XXX           XXX            XXX
    Aug-02           XXX           XXX            XXX           XXX            XXX
    Sep-02           XXX           XXX            XXX           XXX            XXX
    Oct-02           XXX           XXX            XXX           XXX            XXX
    Nov-02           XXX           XXX            XXX           XXX            XXX
    Dec-02           XXX           XXX            XXX           XXX            XXX
    Jan-03           XXX           XXX            XXX           XXX            XXX
    Feb-03           XXX           XXX            XXX           XXX            XXX
    Mar-03           XXX           XXX            XXX           XXX            XXX
    Apr-03           XXX           XXX            XXX           XXX            XXX
    May-03           XXX           XXX            XXX           XXX            XXX
    Jun-03           XXX           XXX            XXX           XXX            XXX
    Jul-03           XXX           XXX            XXX           XXX            XXX
    Aug-03           XXX           XXX            XXX           XXX            XXX
    Sep-03           XXX           XXX            XXX           XXX            XXX
    Oct-03           XXX           XXX            XXX           XXX            XXX
    Nov-03           XXX           XXX            XXX           XXX            XXX
    Dec-03           XXX           XXX            XXX           XXX            XXX
    Jan-04           XXX           XXX            XXX           XXX            XXX
    Feb-04           XXX           XXX            XXX           XXX            XXX
    Mar-04           XXX           XXX            XXX           XXX            XXX
    Apr-04           XXX           XXX            XXX           XXX            XXX
    May-04           XXX           XXX            XXX           XXX            XXX
    Jun-04           XXX           XXX            XXX           XXX            XXX
    Jul-04           XXX           XXX            XXX           XXX            XXX
    Aug-04           XXX           XXX            XXX           XXX            XXX
    Sep-04           XXX           XXX            XXX           XXX            XXX
    Oct-04           XXX           XXX            XXX           XXX            XXX
    Nov-04           XXX           XXX            XXX           XXX            XXX
    Dec-04           XXX           XXX            XXX           XXX            XXX
</Table>

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


<PAGE>


                                   APPENDIX 5

<Table>
<Caption>
-----------------------------------------------------------------------------------------
                            APPENDIX 5 BLOCK HOUR RATES
-----------------------------------------------------------------------------------------
     DATE           B1900          ATR42         EMB120         RJ135         RJ145
     ----           -----          -----         ------         -----         -----
<S>                 <C>           <C>           <C>            <C>           <C>
    Jan-01           XXX            XXX           XXX            XXX           XXX
    Feb-01           XXX            XXX           XXX            XXX           XXX
    Mar-01           XXX            XXX           XXX            XXX           XXX
    Apr-01           XXX            XXX           XXX            XXX           XXX
    May-01           XXX            XXX           XXX            XXX           XXX
    Jun-01           XXX            XXX           XXX            XXX           XXX
    Jul-01           XXX            XXX           XXX            XXX           XXX
    Aug-01           XXX            XXX           XXX            XXX           XXX
    Sep-01           XXX            XXX           XXX            XXX           XXX
    Oct-01           XXX            XXX           XXX            XXX           XXX
    Nov-01           XXX            XXX           XXX            XXX           XXX
    Dec-01           XXX            XXX           XXX            XXX           XXX
    Jan-02           XXX            XXX           XXX            XXX           XXX
    Feb-02           XXX            XXX           XXX            XXX           XXX
    Mar-02           XXX            XXX           XXX            XXX           XXX
    Apr-02           XXX            XXX           XXX            XXX           XXX
    May-02           XXX            XXX           XXX            XXX           XXX
    Jun-02           XXX            XXX           XXX            XXX           XXX
    Jul-02           XXX            XXX           XXX            XXX           XXX
    Aug-02           XXX            XXX           XXX            XXX           XXX
    Sep-02           XXX            XXX           XXX            XXX           XXX
    Oct-02           XXX            XXX           XXX            XXX           XXX
    Nov-02           XXX            XXX           XXX            XXX           XXX
    Dec-02           XXX            XXX           XXX            XXX           XXX
    Jan-03           XXX            XXX           XXX            XXX           XXX
    Feb-03           XXX            XXX           XXX            XXX           XXX
    Mar-03           XXX            XXX           XXX            XXX           XXX
    Apr-03           XXX            XXX           XXX            XXX           XXX
    May-03           XXX            XXX           XXX            XXX           XXX
    Jun-03           XXX            XXX           XXX            XXX           XXX
    Jul-03           XXX            XXX           XXX            XXX           XXX
    Aug-03           XXX            XXX           XXX            XXX           XXX
    Sep-03           XXX            XXX           XXX            XXX           XXX
    Oct-03           XXX            XXX           XXX            XXX           XXX
    Nov-03           XXX            XXX           XXX            XXX           XXX
    Dec-03           XXX            XXX           XXX            XXX           XXX
    Jan-04           XXX            XXX           XXX            XXX           XXX
    Feb-04           XXX            XXX           XXX            XXX           XXX
    Mar-04           XXX            XXX           XXX            XXX           XXX
    Apr-04           XXX            XXX           XXX            XXX           XXX
    May-04           XXX            XXX           XXX            XXX           XXX
    Jun-04           XXX            XXX           XXX            XXX           XXX
    Jul-04           XXX            XXX           XXX            XXX           XXX
    Aug-04           XXX            XXX           XXX            XXX           XXX
    Sep-04           XXX            XXX           XXX            XXX           XXX
    Oct-04           XXX            XXX           XXX            XXX           XXX
    Nov-04           XXX            XXX           XXX            XXX           XXX
    Dec-04           XXX            XXX           XXX            XXX           XXX
</Table>

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


<PAGE>


                                   APPENDIX 6

<Table>
<Caption>
----------------------------------------------------------------------------------------
                           APPENDIX 6 BLOCK HOUR RATES
----------------------------------------------------------------------------------------
     DATE           B1900         ATR42         EMB120         RJ135          RJ145
     ----           -----         -----         ------         -----          -----
<S>                 <C>           <C>           <C>            <C>           <C>
    Jan-01           XXX           XXX            XXX           XXX            XXX
    Feb-01           XXX           XXX            XXX           XXX            XXX
    Mar-01           XXX           XXX            XXX           XXX            XXX
    Apr-01           XXX           XXX            XXX           XXX            XXX
    May-01           XXX           XXX            XXX           XXX            XXX
    Jun-01           XXX           XXX            XXX           XXX            XXX
    Jul-01           XXX           XXX            XXX           XXX            XXX
    Aug-01           XXX           XXX            XXX           XXX            XXX
    Sep-01           XXX           XXX            XXX           XXX            XXX
    Oct-01           XXX           XXX            XXX           XXX            XXX
    Nov-01           XXX           XXX            XXX           XXX            XXX
    Dec-01           XXX           XXX            XXX           XXX            XXX
    Jan-02           XXX           XXX            XXX           XXX            XXX
    Feb-02           XXX           XXX            XXX           XXX            XXX
    Mar-02           XXX           XXX            XXX           XXX            XXX
    Apr-02           XXX           XXX            XXX           XXX            XXX
    May-02           XXX           XXX            XXX           XXX            XXX
    Jun-02           XXX           XXX            XXX           XXX            XXX
    Jul-02           XXX           XXX            XXX           XXX            XXX
    Aug-02           XXX           XXX            XXX           XXX            XXX
    Sep-02           XXX           XXX            XXX           XXX            XXX
    Oct-02           XXX           XXX            XXX           XXX            XXX
    Nov-02           XXX           XXX            XXX           XXX            XXX
    Dec-02           XXX           XXX            XXX           XXX            XXX
    Jan-03           XXX           XXX            XXX           XXX            XXX
    Feb-03           XXX           XXX            XXX           XXX            XXX
    Mar-03           XXX           XXX            XXX           XXX            XXX
    Apr-03           XXX           XXX            XXX           XXX            XXX
    May-03           XXX           XXX            XXX           XXX            XXX
    Jun-03           XXX           XXX            XXX           XXX            XXX
    Jul-03           XXX           XXX            XXX           XXX            XXX
    Aug-03           XXX           XXX            XXX           XXX            XXX
    Sep-03           XXX           XXX            XXX           XXX            XXX
    Oct-03           XXX           XXX            XXX           XXX            XXX
    Nov-03           XXX           XXX            XXX           XXX            XXX
    Dec-03           XXX           XXX            XXX           XXX            XXX
    Jan-04           XXX           XXX            XXX           XXX            XXX
    Feb-04           XXX           XXX            XXX           XXX            XXX
    Mar-04           XXX           XXX            XXX           XXX            XXX
    Apr-04           XXX           XXX            XXX           XXX            XXX
    May-04           XXX           XXX            XXX           XXX            XXX
    Jun-04           XXX           XXX            XXX           XXX            XXX
    Jul-04           XXX           XXX            XXX           XXX            XXX
    Aug-04           XXX           XXX            XXX           XXX            XXX
    Sep-04           XXX           XXX            XXX           XXX            XXX
    Oct-04           XXX           XXX            XXX           XXX            XXX
    Nov-04           XXX           XXX            XXX           XXX            XXX
    Dec-04           XXX           XXX            XXX           XXX            XXX
</Table>

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


<PAGE>

                                   APPENDIX 7

<Table>
<Caption>
----------------------------------------------------------------------------------------
                                  APPENDIX 7 BLOCK HOURS
----------------------------------------------------------------------------------------
         DATE                  B1900        ATR42        EMB120       RJ135        RJ145
         ----                  -----        -----        ------       -----        -----
<S>                            <C>          <C>          <C>          <C>          <C>
        Row 1                   XXX          XXX          XXX          XXX          XXX
        Row 2                   XXX          XXX          XXX          XXX          XXX
        Row 3                   XXX          XXX          XXX          XXX          XXX
Appendix 7 Block Hours          XXX          XXX          XXX          XXX          XXX
</Table>

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






<PAGE>




                                   APPENDIX 8

<Table>
<Caption>
   ---------------------------------------------------------------------------------------
                     FIRST FORECAST             FIRST FORECAST            FIRST FORECAST
    DATE                 RATES                RATE - COMPONENT 1        RATE - COMPONENT 2
   ------            --------------           ------------------        ------------------
<S>                  <C>                      <C>                       <C>
   Jan-01                 XXX                         XXX                       XXX
   Feb-01                 XXX                         XXX                       XXX
   Mar-01                 XXX                         XXX                       XXX
   Apr-01                 XXX                         XXX                       XXX
   May-01                 XXX                         XXX                       XXX
   Jun-01                 XXX                         XXX                       XXX
   Jul-01                 XXX                         XXX                       XXX
   Aug-01                 XXX                         XXX                       XXX
   Sep-01                 XXX                         XXX                       XXX
   Oct-01                 XXX                         XXX                       XXX
   Nov-01                 XXX                         XXX                       XXX
   Dec-01                 XXX                         XXX                       XXX
   Jan-02                 XXX                         XXX                       XXX
   Feb-02                 XXX                         XXX                       XXX
   Mar-02                 XXX                         XXX                       XXX
   Apr-02                 XXX                         XXX                       XXX
   May-02                 XXX                         XXX                       XXX
   Jun-02                 XXX                         XXX                       XXX
   Jul-02                 XXX                         XXX                       XXX
   Aug-02                 XXX                         XXX                       XXX
   Sep-02                 XXX                         XXX                       XXX
   Oct-02                 XXX                         XXX                       XXX
   Nov-02                 XXX                         XXX                       XXX
   Dec-02                 XXX                         XXX                       XXX
   Jan-03                 XXX                         XXX                       XXX
   Feb-03                 XXX                         XXX                       XXX
   Mar-03                 XXX                         XXX                       XXX
   Apr-03                 XXX                         XXX                       XXX
   May-03                 XXX                         XXX                       XXX
   Jun-03                 XXX                         XXX                       XXX
   Jul-03                 XXX                         XXX                       XXX
   Aug-03                 XXX                         XXX                       XXX
   Sep-03                 XXX                         XXX                       XXX
   Oct-03                 XXX                         XXX                       XXX
   Nov-03                 XXX                         XXX                       XXX
   Dec-03                 XXX                         XXX                       XXX
   Jan-04                 XXX                         XXX                       XXX
   Feb-04                 XXX                         XXX                       XXX
   Mar-04                 XXX                         XXX                       XXX
   Apr-04                 XXX                         XXX                       XXX
   May-04                 XXX                         XXX                       XXX
   Jun-04                 XXX                         XXX                       XXX
   Jul-04                 XXX                         XXX                       XXX
   Aug-04                 XXX                         XXX                       XXX
   Sep-04                 XXX                         XXX                       XXX
   Oct-04                 XXX                         XXX                       XXX
   Nov-04                 XXX                         XXX                       XXX
   Dec-04                 XXX                         XXX                       XXX
</Table>

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



<PAGE>


                                   APPENDIX 9

<Table>
<Caption>
------------------------------------------------------------------------------------------------------------------------
                                             APPENDIX 9 RATES PER BLOCK HOUR
------------------------------------------------------------------------------------------------------------------------
      ATR42                   B1900                     EMB120                     EMB135                  EMB145
STAGE     GALLONS       STAGE       GALLONS       STAGE        GALLONS      STAGE        GALLONS      STAGE       GALLONS
LENGTH   PER BLK HR     LENGTH     PER BLK HR     LENGTH     PER BLK HR     LENGTH     PER BLK HR     LENGTH     PER BLK HR
------   ----------     ------     ----------     ------     ----------     ------     ----------     ------     ----------
<S>      <C>            <C>        <C>            <C>        <C>            <C>        <C>            <C>        <C>
 XXX        XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX
 XXX        XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX
 XXX        XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX
 XXX        XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX
 XXX        XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX
 XXX        XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX
 XXX        XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX
 XXX        XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX
 XXX        XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX
 XXX        XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX
 XXX        XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX
 XXX        XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX
 XXX        XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX
 XXX        XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX
 XXX        XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX
 XXX        XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX
 XXX        XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX
 XXX        XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX
 XXX        XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX
 XXX        XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX
 XXX        XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX
 XXX        XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX
 XXX        XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX
 XXX        XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX
 XXX        XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX
 XXX        XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX
 XXX        XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX
                         XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX
                         XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX
                         XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX
                         XXX          XXX          XXX          XXX          XXX          XXX          XXX          XXX
                                                                             XXX          XXX          XXX          XXX
                                                                             XXX          XXX          XXX          XXX
                                                                             XXX          XXX          XXX          XXX
</Table>

* On January of each year (beginning January 2002), fuel burn rates increase XXX
on a compounded basis


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


<PAGE>






                                   APPENDIX 10

<Table>
<Caption>
----------------------------------------------------------
                      APPENDIX 10 FEES
----------------------------------------------------------
     DATE          INVOICE RATE        RECONCILIATION RATE
     ----          ------------        -------------------
<S>                <C>                 <C>
    Jan-01              XXX                    XXX
    Feb-01              XXX                    XXX
    Mar-01              XXX                    XXX
    Apr-01              XXX                    XXX
    May-01              XXX                    XXX
    Jun-01              XXX                    XXX
    Jul-01              XXX                    XXX
    Aug-01              XXX                    XXX
    Sep-01              XXX                    XXX
    Oct-01              XXX                    XXX
    Nov-01              XXX                    XXX
    Dec-01              XXX                    XXX
    Jan-02              XXX                    XXX
    Feb-02              XXX                    XXX
    Mar-02              XXX                    XXX
    Apr-02              XXX                    XXX
    May-02              XXX                    XXX
    Jun-02              XXX                    XXX
    Jul-02              XXX                    XXX
    Aug-02              XXX                    XXX
    Sep-02              XXX                    XXX
    Oct-02              XXX                    XXX
    Nov-02              XXX                    XXX
    Dec-02              XXX                    XXX
    Jan-03              XXX                    XXX
    Feb-03              XXX                    XXX
    Mar-03              XXX                    XXX
    Apr-03              XXX                    XXX
    May-03              XXX                    XXX
    Jun-03              XXX                    XXX
    Jul-03              XXX                    XXX
    Aug-03              XXX                    XXX
    Sep-03              XXX                    XXX
    Oct-03              XXX                    XXX
    Nov-03              XXX                    XXX
    Dec-03              XXX                    XXX
    Jan-04              XXX                    XXX
    Feb-04              XXX                    XXX
    Mar-04              XXX                    XXX
    Apr-04              XXX                    XXX
    May-04              XXX                    XXX
    Jun-04              XXX                    XXX
    Jul-04              XXX                    XXX
    Aug-04              XXX                    XXX
    Sep-04              XXX                    XXX
    Oct-04              XXX                    XXX
    Nov-04              XXX                    XXX
    Dec-04              XXX                    XXX
</Table>

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



<PAGE>

                                   APPENDIX 11

<Table>
<Caption>
-----------------------------------------------------------------------------------
                          FIRST INCREMENTAL COST RATES
-----------------------------------------------------------------------------------
     DATE           B1900         ATR42         EMB120         RJ135          RJ145
     ----           -----         -----         ------         -----          -----
<S>                 <C>           <C>           <C>            <C>            <C>
    Jan-01           XXX           XXX            XXX           XXX            XXX
    Feb-01           XXX           XXX            XXX           XXX            XXX
    Mar-01           XXX           XXX            XXX           XXX            XXX
    Apr-01           XXX           XXX            XXX           XXX            XXX
    May-01           XXX           XXX            XXX           XXX            XXX
    Jun-01           XXX           XXX            XXX           XXX            XXX
    Jul-01           XXX           XXX            XXX           XXX            XXX
    Aug-01           XXX           XXX            XXX           XXX            XXX
    Sep-01           XXX           XXX            XXX           XXX            XXX
    Oct-01           XXX           XXX            XXX           XXX            XXX
    Nov-01           XXX           XXX            XXX           XXX            XXX
    Dec-01           XXX           XXX            XXX           XXX            XXX
    Jan-02           XXX           XXX            XXX           XXX            XXX
    Feb-02           XXX           XXX            XXX           XXX            XXX
    Mar-02           XXX           XXX            XXX           XXX            XXX
    Apr-02           XXX           XXX            XXX           XXX            XXX
    May-02           XXX           XXX            XXX           XXX            XXX
    Jun-02           XXX           XXX            XXX           XXX            XXX
    Jul-02           XXX           XXX            XXX           XXX            XXX
    Aug-02           XXX           XXX            XXX           XXX            XXX
    Sep-02           XXX           XXX            XXX           XXX            XXX
    Oct-02           XXX           XXX            XXX           XXX            XXX
    Nov-02           XXX           XXX            XXX           XXX            XXX
    Dec-02           XXX           XXX            XXX           XXX            XXX
    Jan-03           XXX           XXX            XXX           XXX            XXX
    Feb-03           XXX           XXX            XXX           XXX            XXX
    Mar-03           XXX           XXX            XXX           XXX            XXX
    Apr-03           XXX           XXX            XXX           XXX            XXX
    May-03           XXX           XXX            XXX           XXX            XXX
    Jun-03           XXX           XXX            XXX           XXX            XXX
    Jul-03           XXX           XXX            XXX           XXX            XXX
    Aug-03           XXX           XXX            XXX           XXX            XXX
    Sep-03           XXX           XXX            XXX           XXX            XXX
    Oct-03           XXX           XXX            XXX           XXX            XXX
    Nov-03           XXX           XXX            XXX           XXX            XXX
    Dec-03           XXX           XXX            XXX           XXX            XXX
    Jan-04           XXX           XXX            XXX           XXX            XXX
    Feb-04           XXX           XXX            XXX           XXX            XXX
    Mar-04           XXX           XXX            XXX           XXX            XXX
    Apr-04           XXX           XXX            XXX           XXX            XXX
    May-04           XXX           XXX            XXX           XXX            XXX
    Jun-04           XXX           XXX            XXX           XXX            XXX
    Jul-04           XXX           XXX            XXX           XXX            XXX
    Aug-04           XXX           XXX            XXX           XXX            XXX
    Sep-04           XXX           XXX            XXX           XXX            XXX
    Oct-04           XXX           XXX            XXX           XXX            XXX
    Nov-04           XXX           XXX            XXX           XXX            XXX
    Dec-04           XXX           XXX            XXX           XXX            XXX
</Table>

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




<PAGE>

                                   APPENDIX 12

<Table>
<Caption>
    -------------------------------------------------------------------------------
                          SECOND INCREMENTAL COST RATES
    -------------------------------------------------------------------------------
     DATE           B1900         ATR42         EMB120         RJ135          RJ145
     ----           -----         -----         ------         -----          -----
<S>                 <C>           <C>           <C>            <C>            <C>
    Jan-01           XXX           XXX            XXX           XXX            XXX
    Feb-01           XXX           XXX            XXX           XXX            XXX
    Mar-01           XXX           XXX            XXX           XXX            XXX
    Apr-01           XXX           XXX            XXX           XXX            XXX
    May-01           XXX           XXX            XXX           XXX            XXX
    Jun-01           XXX           XXX            XXX           XXX            XXX
    Jul-01           XXX           XXX            XXX           XXX            XXX
    Aug-01           XXX           XXX            XXX           XXX            XXX
    Sep-01           XXX           XXX            XXX           XXX            XXX
    Oct-01           XXX           XXX            XXX           XXX            XXX
    Nov-01           XXX           XXX            XXX           XXX            XXX
    Dec-01           XXX           XXX            XXX           XXX            XXX
    Jan-02           XXX           XXX            XXX           XXX            XXX
    Feb-02           XXX           XXX            XXX           XXX            XXX
    Mar-02           XXX           XXX            XXX           XXX            XXX
    Apr-02           XXX           XXX            XXX           XXX            XXX
    May-02           XXX           XXX            XXX           XXX            XXX
    Jun-02           XXX           XXX            XXX           XXX            XXX
    Jul-02           XXX           XXX            XXX           XXX            XXX
    Aug-02           XXX           XXX            XXX           XXX            XXX
    Sep-02           XXX           XXX            XXX           XXX            XXX
    Oct-02           XXX           XXX            XXX           XXX            XXX
    Nov-02           XXX           XXX            XXX           XXX            XXX
    Dec-02           XXX           XXX            XXX           XXX            XXX
    Jan-03           XXX           XXX            XXX           XXX            XXX
    Feb-03           XXX           XXX            XXX           XXX            XXX
    Mar-03           XXX           XXX            XXX           XXX            XXX
    Apr-03           XXX           XXX            XXX           XXX            XXX
    May-03           XXX           XXX            XXX           XXX            XXX
    Jun-03           XXX           XXX            XXX           XXX            XXX
    Jul-03           XXX           XXX            XXX           XXX            XXX
    Aug-03           XXX           XXX            XXX           XXX            XXX
    Sep-03           XXX           XXX            XXX           XXX            XXX
    Oct-03           XXX           XXX            XXX           XXX            XXX
    Nov-03           XXX           XXX            XXX           XXX            XXX
    Dec-03           XXX           XXX            XXX           XXX            XXX
    Jan-04           XXX           XXX            XXX           XXX            XXX
    Feb-04           XXX           XXX            XXX           XXX            XXX
    Mar-04           XXX           XXX            XXX           XXX            XXX
    Apr-04           XXX           XXX            XXX           XXX            XXX
    May-04           XXX           XXX            XXX           XXX            XXX
    Jun-04           XXX           XXX            XXX           XXX            XXX
    Jul-04           XXX           XXX            XXX           XXX            XXX
    Aug-04           XXX           XXX            XXX           XXX            XXX
    Sep-04           XXX           XXX            XXX           XXX            XXX
    Oct-04           XXX           XXX            XXX           XXX            XXX
    Nov-04           XXX           XXX            XXX           XXX            XXX
    Dec-04           XXX           XXX            XXX           XXX            XXX
</Table>

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



<PAGE>

                                   APPENDIX 13

<Table>
<Caption>
-------------------------------------------------------------------------------------------
                            APPENDIX 13 INCREMENTAL COST RATES
-------------------------------------------------------------------------------------------
 DATE             B1900            ATR42            EMB120           RJ135            RJ145
 ----             -----            -----            ------           -----            -----
<S>               <C>              <C>              <C>              <C>              <C>
Jan-01             XXX              XXX              XXX              XXX              XXX
Feb-01             XXX              XXX              XXX              XXX              XXX
Mar-01             XXX              XXX              XXX              XXX              XXX
Apr-01             XXX              XXX              XXX              XXX              XXX
May-01             XXX              XXX              XXX              XXX              XXX
Jun-01             XXX              XXX              XXX              XXX              XXX
Jul-01             XXX              XXX              XXX              XXX              XXX
Aug-01             XXX              XXX              XXX              XXX              XXX
Sep-01             XXX              XXX              XXX              XXX              XXX
Oct-01             XXX              XXX              XXX              XXX              XXX
Nov-01             XXX              XXX              XXX              XXX              XXX
Dec-01             XXX              XXX              XXX              XXX              XXX
Jan-02             XXX              XXX              XXX              XXX              XXX
Feb-02             XXX              XXX              XXX              XXX              XXX
Mar-02             XXX              XXX              XXX              XXX              XXX
Apr-02             XXX              XXX              XXX              XXX              XXX
May-02             XXX              XXX              XXX              XXX              XXX
Jun-02             XXX              XXX              XXX              XXX              XXX
Jul-02             XXX              XXX              XXX              XXX              XXX
Aug-02             XXX              XXX              XXX              XXX              XXX
Sep-02             XXX              XXX              XXX              XXX              XXX
Oct-02             XXX              XXX              XXX              XXX              XXX
Nov-02             XXX              XXX              XXX              XXX              XXX
Dec-02             XXX              XXX              XXX              XXX              XXX
Jan-03             XXX              XXX              XXX              XXX              XXX
Feb-03             XXX              XXX              XXX              XXX              XXX
Mar-03             XXX              XXX              XXX              XXX              XXX
Apr-03             XXX              XXX              XXX              XXX              XXX
May-03             XXX              XXX              XXX              XXX              XXX
Jun-03             XXX              XXX              XXX              XXX              XXX
Jul-03             XXX              XXX              XXX              XXX              XXX
Aug-03             XXX              XXX              XXX              XXX              XXX
Sep-03             XXX              XXX              XXX              XXX              XXX
Oct-03             XXX              XXX              XXX              XXX              XXX
Nov-03             XXX              XXX              XXX              XXX              XXX
Dec-03             XXX              XXX              XXX              XXX              XXX
Jan-04             XXX              XXX              XXX              XXX              XXX
Feb-04             XXX              XXX              XXX              XXX              XXX
Mar-04             XXX              XXX              XXX              XXX              XXX
Apr-04             XXX              XXX              XXX              XXX              XXX
May-04             XXX              XXX              XXX              XXX              XXX
Jun-04             XXX              XXX              XXX              XXX              XXX
Jul-04             XXX              XXX              XXX              XXX              XXX
Aug-04             XXX              XXX              XXX              XXX              XXX
Sep-04             XXX              XXX              XXX              XXX              XXX
Oct-04             XXX              XXX              XXX              XXX              XXX
Nov-04             XXX              XXX              XXX              XXX              XXX
Dec-04             XXX              XXX              XXX              XXX              XXX
</Table>

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



<PAGE>


                                   APPENDIX 14

<Table>
<Caption>
------------------------------------------------------------------------------------
                           APPENDIX 14 BLOCK HOUR RATES
------------------------------------------------------------------------------------
    DATE              B1900         ATR42         EMB120         RJ135         RJ145
    ----              -----         -----         ------         -----         -----
<S>                   <C>           <C>           <C>            <C>           <C>
BENCHMARK SL           XXX           XXX            XXX           XXX           XXX
   Jan-01              XXX           XXX            XXX           XXX           XXX
   Feb-01              XXX           XXX            XXX           XXX           XXX
   Mar-01              XXX           XXX            XXX           XXX           XXX
   Apr-01              XXX           XXX            XXX           XXX           XXX
   May-01              XXX           XXX            XXX           XXX           XXX
   Jun-01              XXX           XXX            XXX           XXX           XXX
   Jul-01              XXX           XXX            XXX           XXX           XXX
   Aug-01              XXX           XXX            XXX           XXX           XXX
   Sep-01              XXX           XXX            XXX           XXX           XXX
   Oct-01              XXX           XXX            XXX           XXX           XXX
   Nov-01              XXX           XXX            XXX           XXX           XXX
   Dec-01              XXX           XXX            XXX           XXX           XXX
   Jan-02              XXX           XXX            XXX           XXX           XXX
   Feb-02              XXX           XXX            XXX           XXX           XXX
   Mar-02              XXX           XXX            XXX           XXX           XXX
   Apr-02              XXX           XXX            XXX           XXX           XXX
   May-02              XXX           XXX            XXX           XXX           XXX
   Jun-02              XXX           XXX            XXX           XXX           XXX
   Jul-02              XXX           XXX            XXX           XXX           XXX
   Aug-02              XXX           XXX            XXX           XXX           XXX
   Sep-02              XXX           XXX            XXX           XXX           XXX
   Oct-02              XXX           XXX            XXX           XXX           XXX
   Nov-02              XXX           XXX            XXX           XXX           XXX
   Dec-02              XXX           XXX            XXX           XXX           XXX
   Jan-03              XXX           XXX            XXX           XXX           XXX
   Feb-03              XXX           XXX            XXX           XXX           XXX
   Mar-03              XXX           XXX            XXX           XXX           XXX
   Apr-03              XXX           XXX            XXX           XXX           XXX
   May-03              XXX           XXX            XXX           XXX           XXX
   Jun-03              XXX           XXX            XXX           XXX           XXX
   Jul-03              XXX           XXX            XXX           XXX           XXX
   Aug-03              XXX           XXX            XXX           XXX           XXX
   Sep-03              XXX           XXX            XXX           XXX           XXX
   Oct-03              XXX           XXX            XXX           XXX           XXX
   Nov-03              XXX           XXX            XXX           XXX           XXX
   Dec-03              XXX           XXX            XXX           XXX           XXX
   Jan-04              XXX           XXX            XXX           XXX           XXX
   Feb-04              XXX           XXX            XXX           XXX           XXX
   Mar-04              XXX           XXX            XXX           XXX           XXX
   Apr-04              XXX           XXX            XXX           XXX           XXX
   May-04              XXX           XXX            XXX           XXX           XXX
   Jun-04              XXX           XXX            XXX           XXX           XXX
   Jul-04              XXX           XXX            XXX           XXX           XXX
   Aug-04              XXX           XXX            XXX           XXX           XXX
   Sep-04              XXX           XXX            XXX           XXX           XXX
   Oct-04              XXX           XXX            XXX           XXX           XXX
   Nov-04              XXX           XXX            XXX           XXX           XXX
   Dec-04              XXX           XXX            XXX           XXX           XXX
</Table>

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



<PAGE>


                                   APPENDIX 15

<Table>
<Caption>
-----------------------------------------------------------------------------
                     FIFTH INCREMENTAL COST RATE ALLOCATION
-----------------------------------------------------------------------------
              EXPENSE                                  ALLOCATION METHODOLOGY
              -------                                  ----------------------
<S>                                                    <C>
Aircraft Rent                                                    XXX
Maintenance Overhead                                             XXX
Hull Insurance                                                   XXX
Employee Incentives                                              XXX
Property Taxes                                                   XXX
Depreciation                                                     XXX
Management Fee                                                   XXX
General & Administrative                                         XXX
Airport Overhead                                                 XXX
CAL Fixed Pool of Expenses                                       XXX
Glycol                                                           XXX
Snow Removal                                                     XXX
De-icing                                                         XXX
Airport Facility Rent                                            XXX
</Table>

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



<PAGE>


                                  APPENDIX 16a

<Table>
<Caption>
------------------------------------------------------------------------------------------------------------------------
                                                    PILOT HOTEL VOLUME
------------------------------------------------------------------------------------------------------------------------
                            COST PER CONTRACT             CONTRACT HOTEL STAYS PER              RATE PER BLOCK HOUR FOR
        DATE                   HOTEL STAY                   SCHEDULED BLOCK HOUR               EXTRAORDINARY HOTEL STAYS
        ----                -----------------             ------------------------             -------------------------
<S>                         <C>                           <C>                                  <C>
       Jan-01                      XXX                              XXX                                   XXX
       Feb-01                      XXX                              XXX                                   XXX
       Mar-01                      XXX                              XXX                                   XXX
       Apr-01                      XXX                              XXX                                   XXX
       May-01                      XXX                              XXX                                   XXX
       Jun-01                      XXX                              XXX                                   XXX
       Jul-01                      XXX                              XXX                                   XXX
       Aug-01                      XXX                              XXX                                   XXX
       Sep-01                      XXX                              XXX                                   XXX
       Oct-01                      XXX                              XXX                                   XXX
       Nov-01                      XXX                              XXX                                   XXX
       Dec-01                      XXX                              XXX                                   XXX
       Jan-02                      XXX                              XXX                                   XXX
       Feb-02                      XXX                              XXX                                   XXX
       Mar-02                      XXX                              XXX                                   XXX
       Apr-02                      XXX                              XXX                                   XXX
       May-02                      XXX                              XXX                                   XXX
       Jun-02                      XXX                              XXX                                   XXX
       Jul-02                      XXX                              XXX                                   XXX
       Aug-02                      XXX                              XXX                                   XXX
       Sep-02                      XXX                              XXX                                   XXX
       Oct-02                      XXX                              XXX                                   XXX
       Nov-02                      XXX                              XXX                                   XXX
       Dec-02                      XXX                              XXX                                   XXX
       Jan-03                      XXX                              XXX                                   XXX
       Feb-03                      XXX                              XXX                                   XXX
       Mar-03                      XXX                              XXX                                   XXX
       Apr-03                      XXX                              XXX                                   XXX
       May-03                      XXX                              XXX                                   XXX
       Jun-03                      XXX                              XXX                                   XXX
       Jul-03                      XXX                              XXX                                   XXX
       Aug-03                      XXX                              XXX                                   XXX
       Sep-03                      XXX                              XXX                                   XXX
       Oct-03                      XXX                              XXX                                   XXX
       Nov-03                      XXX                              XXX                                   XXX
       Dec-03                      XXX                              XXX                                   XXX
       Jan-04                      XXX                              XXX                                   XXX
       Feb-04                      XXX                              XXX                                   XXX
       Mar-04                      XXX                              XXX                                   XXX
       Apr-04                      XXX                              XXX                                   XXX
       May-04                      XXX                              XXX                                   XXX
       Jun-04                      XXX                              XXX                                   XXX
       Jul-04                      XXX                              XXX                                   XXX
       Aug-04                      XXX                              XXX                                   XXX
       Sep-04                      XXX                              XXX                                   XXX
       Oct-04                      XXX                              XXX                                   XXX
       Nov-04                      XXX                              XXX                                   XXX
       Dec-04                      XXX                              XXX                                   XXX
</Table>

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



<PAGE>


                                  APPENDIX 16b

<Table>
<Caption>
-------------------------------------------------------------------------------------------------------------
                                         FLIGHT ATTENDANT HOTEL VOLUME
-------------------------------------------------------------------------------------------------------------
                         COST PER CONTRACT        CONTRACT HOTEL STAYS PER           RATE PER BLOCK HOUR FOR
         DATE                HOTEL STAY             SCHEDULED BLOCK HOUR            EXTRAORDINARY HOTEL STAYS
         ----            -----------------        ------------------------          -------------------------
<S>                      <C>                      <C>                               <C>
        Jan-01                  XXX                         XXX                                XXX
        Feb-01                  XXX                         XXX                                XXX
        Mar-01                  XXX                         XXX                                XXX
        Apr-01                  XXX                         XXX                                XXX
        May-01                  XXX                         XXX                                XXX
        Jun-01                  XXX                         XXX                                XXX
        Jul-01                  XXX                         XXX                                XXX
        Aug-01                  XXX                         XXX                                XXX
        Sep-01                  XXX                         XXX                                XXX
        Oct-01                  XXX                         XXX                                XXX
        Nov-01                  XXX                         XXX                                XXX
        Dec-01                  XXX                         XXX                                XXX
        Jan-02                  XXX                         XXX                                XXX
        Feb-02                  XXX                         XXX                                XXX
        Mar-02                  XXX                         XXX                                XXX
        Apr-02                  XXX                         XXX                                XXX
        May-02                  XXX                         XXX                                XXX
        Jun-02                  XXX                         XXX                                XXX
        Jul-02                  XXX                         XXX                                XXX
        Aug-02                  XXX                         XXX                                XXX
        Sep-02                  XXX                         XXX                                XXX
        Oct-02                  XXX                         XXX                                XXX
        Nov-02                  XXX                         XXX                                XXX
        Dec-02                  XXX                         XXX                                XXX
        Jan-03                  XXX                         XXX                                XXX
        Feb-03                  XXX                         XXX                                XXX
        Mar-03                  XXX                         XXX                                XXX
        Apr-03                  XXX                         XXX                                XXX
        May-03                  XXX                         XXX                                XXX
        Jun-03                  XXX                         XXX                                XXX
        Jul-03                  XXX                         XXX                                XXX
        Aug-03                  XXX                         XXX                                XXX
        Sep-03                  XXX                         XXX                                XXX
        Oct-03                  XXX                         XXX                                XXX
        Nov-03                  XXX                         XXX                                XXX
        Dec-03                  XXX                         XXX                                XXX
        Jan-04                  XXX                         XXX                                XXX
        Feb-04                  XXX                         XXX                                XXX
        Mar-04                  XXX                         XXX                                XXX
        Apr-04                  XXX                         XXX                                XXX
        May-04                  XXX                         XXX                                XXX
        Jun-04                  XXX                         XXX                                XXX
        Jul-04                  XXX                         XXX                                XXX
        Aug-04                  XXX                         XXX                                XXX
        Sep-04                  XXX                         XXX                                XXX
        Oct-04                  XXX                         XXX                                XXX
        Nov-04                  XXX                         XXX                                XXX
        Dec-04                  XXX                         XXX                                XXX
</Table>

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




<PAGE>

                                  APPENDIX 17a

<Table>
<Caption>
---------------------------------------------------------------------------------------
                             ASSUMED PILOT TRAINING COST PER CYCLE
---------------------------------------------------------------------------------------
TRAINING CYCLE                  2001             2002             2003             2004
--------------                  ----             ----             ----             ----
<S>                             <C>              <C>              <C>              <C>
RJ
   Transitional                 XXX              XXX              XXX              XXX
   Upgrade                      XXX              XXX              XXX              XXX
   New Hire                     XXX              XXX              XXX              XXX
   Recur Ground                 XXX              XXX              XXX              XXX
   Recur Flight                 XXX              XXX              XXX              XXX

ATR
   Transitional                 XXX              XXX              XXX              XXX
   Upgrade                      XXX              XXX              XXX              XXX
   New Hire                     XXX              XXX              XXX              XXX
   Recur Ground                 XXX              XXX              XXX              XXX
   Recur Flight                 XXX              XXX              XXX              XXX

120
   Transitional                 XXX              XXX              XXX              XXX
   Upgrade                      XXX              XXX              XXX              XXX
   New Hire                     XXX              XXX              XXX              XXX
   Recur Ground                 XXX              XXX              XXX              XXX
   Recur Flight                 XXX              XXX              XXX              XXX

BEECH
   Transitional                 XXX              XXX              XXX              XXX
   Upgrade                      XXX              XXX              XXX              XXX
   New Hire                     XXX              XXX              XXX              XXX
   Recur Ground                 XXX              XXX              XXX              XXX
   Recur Flight                 XXX              XXX              XXX              XXX

TOTAL
   Transitional                 XXX              XXX              XXX              XXX
   Upgrade                      XXX              XXX              XXX              XXX
   New Hire                     XXX              XXX              XXX              XXX
   Recur Ground                 XXX              XXX              XXX              XXX
   Recur Flight                 XXX              XXX              XXX              XXX
</Table>

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


<PAGE>


                                  APPENDIX 17b

<Table>
<Caption>
    ----------------------------------------------------------------
                     PILOT NEW HIRE TRAINING CYCLES
    ----------------------------------------------------------------
     DATE           B1900           ATR          EMB120          RJ
     ----           -----           ---          ------          ---
<S>                 <C>             <C>          <C>             <C>
    Jan-01           XXX            XXX           XXX            XXX
    Feb-01           XXX            XXX           XXX            XXX
    Mar-01           XXX            XXX           XXX            XXX
    Apr-01           XXX            XXX           XXX            XXX
    May-01           XXX            XXX           XXX            XXX
    Jun-01           XXX            XXX           XXX            XXX
    Jul-01           XXX            XXX           XXX            XXX
    Aug-01           XXX            XXX           XXX            XXX
    Sep-01           XXX            XXX           XXX            XXX
    Oct-01           XXX            XXX           XXX            XXX
    Nov-01           XXX            XXX           XXX            XXX
    Dec-01           XXX            XXX           XXX            XXX
    Jan-02           XXX            XXX           XXX            XXX
    Feb-02           XXX            XXX           XXX            XXX
    Mar-02           XXX            XXX           XXX            XXX
    Apr-02           XXX            XXX           XXX            XXX
    May-02           XXX            XXX           XXX            XXX
    Jun-02           XXX            XXX           XXX            XXX
    Jul-02           XXX            XXX           XXX            XXX
    Aug-02           XXX            XXX           XXX            XXX
    Sep-02           XXX            XXX           XXX            XXX
    Oct-02           XXX            XXX           XXX            XXX
    Nov-02           XXX            XXX           XXX            XXX
    Dec-02           XXX            XXX           XXX            XXX
    Jan-03           XXX            XXX           XXX            XXX
    Feb-03           XXX            XXX           XXX            XXX
    Mar-03           XXX            XXX           XXX            XXX
    Apr-03           XXX            XXX           XXX            XXX
    May-03           XXX            XXX           XXX            XXX
    Jun-03           XXX            XXX           XXX            XXX
    Jul-03           XXX            XXX           XXX            XXX
    Aug-03           XXX            XXX           XXX            XXX
    Sep-03           XXX            XXX           XXX            XXX
    Oct-03           XXX            XXX           XXX            XXX
    Nov-03           XXX            XXX           XXX            XXX
    Dec-03           XXX            XXX           XXX            XXX
    Jan-04           XXX            XXX           XXX            XXX
    Feb-04           XXX            XXX           XXX            XXX
    Mar-04           XXX            XXX           XXX            XXX
    Apr-04           XXX            XXX           XXX            XXX
    May-04           XXX            XXX           XXX            XXX
    Jun-04           XXX            XXX           XXX            XXX
    Jul-04           XXX            XXX           XXX            XXX
    Aug-04           XXX            XXX           XXX            XXX
    Sep-04           XXX            XXX           XXX            XXX
    Oct-04           XXX            XXX           XXX            XXX
    Nov-04           XXX            XXX           XXX            XXX
    Dec-04           XXX            XXX           XXX            XXX
</Table>

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



<PAGE>

                                  APPENDIX 17c

<Table>
<Caption>
    ----------------------------------------------------------------
                    PILOT TRANSITIONAL TRAINING CYCLES
    ----------------------------------------------------------------
     DATE           B1900           ATR          EMB120          RJ
     ----           -----           ---          ------          --
<S>                 <C>             <C>          <C>             <C>
    Jan-01           XXX            XXX           XXX            XXX
    Feb-01           XXX            XXX           XXX            XXX
    Mar-01           XXX            XXX           XXX            XXX
    Apr-01           XXX            XXX           XXX            XXX
    May-01           XXX            XXX           XXX            XXX
    Jun-01           XXX            XXX           XXX            XXX
    Jul-01           XXX            XXX           XXX            XXX
    Aug-01           XXX            XXX           XXX            XXX
    Sep-01           XXX            XXX           XXX            XXX
    Oct-01           XXX            XXX           XXX            XXX
    Nov-01           XXX            XXX           XXX            XXX
    Dec-01           XXX            XXX           XXX            XXX
    Jan-02           XXX            XXX           XXX            XXX
    Feb-02           XXX            XXX           XXX            XXX
    Mar-02           XXX            XXX           XXX            XXX
    Apr-02           XXX            XXX           XXX            XXX
    May-02           XXX            XXX           XXX            XXX
    Jun-02           XXX            XXX           XXX            XXX
    Jul-02           XXX            XXX           XXX            XXX
    Aug-02           XXX            XXX           XXX            XXX
    Sep-02           XXX            XXX           XXX            XXX
    Oct-02           XXX            XXX           XXX            XXX
    Nov-02           XXX            XXX           XXX            XXX
    Dec-02           XXX            XXX           XXX            XXX
    Jan-03           XXX            XXX           XXX            XXX
    Feb-03           XXX            XXX           XXX            XXX
    Mar-03           XXX            XXX           XXX            XXX
    Apr-03           XXX            XXX           XXX            XXX
    May-03           XXX            XXX           XXX            XXX
    Jun-03           XXX            XXX           XXX            XXX
    Jul-03           XXX            XXX           XXX            XXX
    Aug-03           XXX            XXX           XXX            XXX
    Sep-03           XXX            XXX           XXX            XXX
    Oct-03           XXX            XXX           XXX            XXX
    Nov-03           XXX            XXX           XXX            XXX
    Dec-03           XXX            XXX           XXX            XXX
    Jan-04           XXX            XXX           XXX            XXX
    Feb-04           XXX            XXX           XXX            XXX
    Mar-04           XXX            XXX           XXX            XXX
    Apr-04           XXX            XXX           XXX            XXX
    May-04           XXX            XXX           XXX            XXX
    Jun-04           XXX            XXX           XXX            XXX
    Jul-04           XXX            XXX           XXX            XXX
    Aug-04           XXX            XXX           XXX            XXX
    Sep-04           XXX            XXX           XXX            XXX
    Oct-04           XXX            XXX           XXX            XXX
    Nov-04           XXX            XXX           XXX            XXX
    Dec-04           XXX            XXX           XXX            XXX
</Table>

XXX REPRESENTS CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
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<PAGE>


                                  APPENDIX 17d

<Table>
<Caption>
    ----------------------------------------------------------------
                      PILOT UPGRADE TRAINING CYCLES
    ----------------------------------------------------------------
     DATE           B1900           ATR          EMB120          RJ
     ----           -----           ---          ------          --
<S>                 <C>             <C>          <C>             <C>
    Jan-01           XXX            XXX           XXX            XXX
    Feb-01           XXX            XXX           XXX            XXX
    Mar-01           XXX            XXX           XXX            XXX
    Apr-01           XXX            XXX           XXX            XXX
    May-01           XXX            XXX           XXX            XXX
    Jun-01           XXX            XXX           XXX            XXX
    Jul-01           XXX            XXX           XXX            XXX
    Aug-01           XXX            XXX           XXX            XXX
    Sep-01           XXX            XXX           XXX            XXX
    Oct-01           XXX            XXX           XXX            XXX
    Nov-01           XXX            XXX           XXX            XXX
    Dec-01           XXX            XXX           XXX            XXX
    Jan-02           XXX            XXX           XXX            XXX
    Feb-02           XXX            XXX           XXX            XXX
    Mar-02           XXX            XXX           XXX            XXX
    Apr-02           XXX            XXX           XXX            XXX
    May-02           XXX            XXX           XXX            XXX
    Jun-02           XXX            XXX           XXX            XXX
    Jul-02           XXX            XXX           XXX            XXX
    Aug-02           XXX            XXX           XXX            XXX
    Sep-02           XXX            XXX           XXX            XXX
    Oct-02           XXX            XXX           XXX            XXX
    Nov-02           XXX            XXX           XXX            XXX
    Dec-02           XXX            XXX           XXX            XXX
    Jan-03           XXX            XXX           XXX            XXX
    Feb-03           XXX            XXX           XXX            XXX
    Mar-03           XXX            XXX           XXX            XXX
    Apr-03           XXX            XXX           XXX            XXX
    May-03           XXX            XXX           XXX            XXX
    Jun-03           XXX            XXX           XXX            XXX
    Jul-03           XXX            XXX           XXX            XXX
    Aug-03           XXX            XXX           XXX            XXX
    Sep-03           XXX            XXX           XXX            XXX
    Oct-03           XXX            XXX           XXX            XXX
    Nov-03           XXX            XXX           XXX            XXX
    Dec-03           XXX            XXX           XXX            XXX
    Jan-04           XXX            XXX           XXX            XXX
    Feb-04           XXX            XXX           XXX            XXX
    Mar-04           XXX            XXX           XXX            XXX
    Apr-04           XXX            XXX           XXX            XXX
    May-04           XXX            XXX           XXX            XXX
    Jun-04           XXX            XXX           XXX            XXX
    Jul-04           XXX            XXX           XXX            XXX
    Aug-04           XXX            XXX           XXX            XXX
    Sep-04           XXX            XXX           XXX            XXX
    Oct-04           XXX            XXX           XXX            XXX
    Nov-04           XXX            XXX           XXX            XXX
    Dec-04           XXX            XXX           XXX            XXX
</Table>

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




<PAGE>



                                  APPENDIX 17e

<Table>
<Caption>
    ----------------------------------------------------------------
                   PILOT RECURRENT FLIGHT TRAINING CYCLES
    ----------------------------------------------------------------
     DATE           B1900           ATR          EMB120          RJ
     ----           -----           ---          ------          ---
<S>                 <C>             <C>          <C>             <C>
    Jan-01           XXX            XXX           XXX            XXX
    Feb-01           XXX            XXX           XXX            XXX
    Mar-01           XXX            XXX           XXX            XXX
    Apr-01           XXX            XXX           XXX            XXX
    May-01           XXX            XXX           XXX            XXX
    Jun-01           XXX            XXX           XXX            XXX
    Jul-01           XXX            XXX           XXX            XXX
    Aug-01           XXX            XXX           XXX            XXX
    Sep-01           XXX            XXX           XXX            XXX
    Oct-01           XXX            XXX           XXX            XXX
    Nov-01           XXX            XXX           XXX            XXX
    Dec-01           XXX            XXX           XXX            XXX
    Jan-02           XXX            XXX           XXX            XXX
    Feb-02           XXX            XXX           XXX            XXX
    Mar-02           XXX            XXX           XXX            XXX
    Apr-02           XXX            XXX           XXX            XXX
    May-02           XXX            XXX           XXX            XXX
    Jun-02           XXX            XXX           XXX            XXX
    Jul-02           XXX            XXX           XXX            XXX
    Aug-02           XXX            XXX           XXX            XXX
    Sep-02           XXX            XXX           XXX            XXX
    Oct-02           XXX            XXX           XXX            XXX
    Nov-02           XXX            XXX           XXX            XXX
    Dec-02           XXX            XXX           XXX            XXX
    Jan-03           XXX            XXX           XXX            XXX
    Feb-03           XXX            XXX           XXX            XXX
    Mar-03           XXX            XXX           XXX            XXX
    Apr-03           XXX            XXX           XXX            XXX
    May-03           XXX            XXX           XXX            XXX
    Jun-03           XXX            XXX           XXX            XXX
    Jul-03           XXX            XXX           XXX            XXX
    Aug-03           XXX            XXX           XXX            XXX
    Sep-03           XXX            XXX           XXX            XXX
    Oct-03           XXX            XXX           XXX            XXX
    Nov-03           XXX            XXX           XXX            XXX
    Dec-03           XXX            XXX           XXX            XXX
    Jan-04           XXX            XXX           XXX            XXX
    Feb-04           XXX            XXX           XXX            XXX
    Mar-04           XXX            XXX           XXX            XXX
    Apr-04           XXX            XXX           XXX            XXX
    May-04           XXX            XXX           XXX            XXX
    Jun-04           XXX            XXX           XXX            XXX
    Jul-04           XXX            XXX           XXX            XXX
    Aug-04           XXX            XXX           XXX            XXX
    Sep-04           XXX            XXX           XXX            XXX
    Oct-04           XXX            XXX           XXX            XXX
    Nov-04           XXX            XXX           XXX            XXX
    Dec-04           XXX            XXX           XXX            XXX
</Table>

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



<PAGE>

                                  APPENDIX 17f

<Table>
<Caption>
    ---------------------------------------------------------------
                  PILOT RECURRENT GROUND TRAINING CYCLES
    ---------------------------------------------------------------
     DATE           B1900          ATR          EMB120          RJ
     ----           -----          ---          ------          ---
<S>                 <C>            <C>          <C>             <C>
    Jan-01           XXX           XXX            XXX           XXX
    Feb-01           XXX           XXX            XXX           XXX
    Mar-01           XXX           XXX            XXX           XXX
    Apr-01           XXX           XXX            XXX           XXX
    May-01           XXX           XXX            XXX           XXX
    Jun-01           XXX           XXX            XXX           XXX
    Jul-01           XXX           XXX            XXX           XXX
    Aug-01           XXX           XXX            XXX           XXX
    Sep-01           XXX           XXX            XXX           XXX
    Oct-01           XXX           XXX            XXX           XXX
    Nov-01           XXX           XXX            XXX           XXX
    Dec-01           XXX           XXX            XXX           XXX
    Jan-02           XXX           XXX            XXX           XXX
    Feb-02           XXX           XXX            XXX           XXX
    Mar-02           XXX           XXX            XXX           XXX
    Apr-02           XXX           XXX            XXX           XXX
    May-02           XXX           XXX            XXX           XXX
    Jun-02           XXX           XXX            XXX           XXX
    Jul-02           XXX           XXX            XXX           XXX
    Aug-02           XXX           XXX            XXX           XXX
    Sep-02           XXX           XXX            XXX           XXX
    Oct-02           XXX           XXX            XXX           XXX
    Nov-02           XXX           XXX            XXX           XXX
    Dec-02           XXX           XXX            XXX           XXX
    Jan-03           XXX           XXX            XXX           XXX
    Feb-03           XXX           XXX            XXX           XXX
    Mar-03           XXX           XXX            XXX           XXX
    Apr-03           XXX           XXX            XXX           XXX
    May-03           XXX           XXX            XXX           XXX
    Jun-03           XXX           XXX            XXX           XXX
    Jul-03           XXX           XXX            XXX           XXX
    Aug-03           XXX           XXX            XXX           XXX
    Sep-03           XXX           XXX            XXX           XXX
    Oct-03           XXX           XXX            XXX           XXX
    Nov-03           XXX           XXX            XXX           XXX
    Dec-03           XXX           XXX            XXX           XXX
    Jan-04           XXX           XXX            XXX           XXX
    Feb-04           XXX           XXX            XXX           XXX
    Mar-04           XXX           XXX            XXX           XXX
    Apr-04           XXX           XXX            XXX           XXX
    May-04           XXX           XXX            XXX           XXX
    Jun-04           XXX           XXX            XXX           XXX
    Jul-04           XXX           XXX            XXX           XXX
    Aug-04           XXX           XXX            XXX           XXX
    Sep-04           XXX           XXX            XXX           XXX
    Oct-04           XXX           XXX            XXX           XXX
    Nov-04           XXX           XXX            XXX           XXX
    Dec-04           XXX           XXX            XXX           XXX
</Table>

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



<PAGE>

                                  APPENDIX 18a

<Table>
<Caption>
       -------------------------------------------------------------------
                                 PILOT PER DIEM
       -------------------------------------------------------------------
                          AMOUNT PAYABLE               PER DIEM HOURS PER
        DATE               PER DIEM HOUR              SCHEDULED BLOCK HOUR
        ----              --------------              --------------------
<S>                       <C>                         <C>
       Jan-01                   XXX                           XXX
       Feb-01                   XXX                           XXX
       Mar-01                   XXX                           XXX
       Apr-01                   XXX                           XXX
       May-01                   XXX                           XXX
       Jun-01                   XXX                           XXX
       Jul-01                   XXX                           XXX
       Aug-01                   XXX                           XXX
       Sep-01                   XXX                           XXX
       Oct-01                   XXX                           XXX
       Nov-01                   XXX                           XXX
       Dec-01                   XXX                           XXX
       Jan-02                   XXX                           XXX
       Feb-02                   XXX                           XXX
       Mar-02                   XXX                           XXX
       Apr-02                   XXX                           XXX
       May-02                   XXX                           XXX
       Jun-02                   XXX                           XXX
       Jul-02                   XXX                           XXX
       Aug-02                   XXX                           XXX
       Sep-02                   XXX                           XXX
       Oct-02                   XXX                           XXX
       Nov-02                   XXX                           XXX
       Dec-02                   XXX                           XXX
       Jan-03                   XXX                           XXX
       Feb-03                   XXX                           XXX
       Mar-03                   XXX                           XXX
       Apr-03                   XXX                           XXX
       May-03                   XXX                           XXX
       Jun-03                   XXX                           XXX
       Jul-03                   XXX                           XXX
       Aug-03                   XXX                           XXX
       Sep-03                   XXX                           XXX
       Oct-03                   XXX                           XXX
       Nov-03                   XXX                           XXX
       Dec-03                   XXX                           XXX
       Jan-04                   XXX                           XXX
       Feb-04                   XXX                           XXX
       Mar-04                   XXX                           XXX
       Apr-04                   XXX                           XXX
       May-04                   XXX                           XXX
       Jun-04                   XXX                           XXX
       Jul-04                   XXX                           XXX
       Aug-04                   XXX                           XXX
       Sep-04                   XXX                           XXX
       Oct-04                   XXX                           XXX
       Nov-04                   XXX                           XXX
       Dec-04                   XXX                           XXX
</Table>

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




<PAGE>

                                  APPENDIX 18b

<Table>
<Caption>
------------------------------------------------------------------------------
                            FLIGHT ATTENDANT PER DIEM
------------------------------------------------------------------------------
                          AMOUNT PAYABLE                   PER DIEM HOURS PER
 DATE                     PER DIEM HOUR                   SCHEDULED BLOCK HOUR
 ----                     -------------                   --------------------
<S>                       <C>                             <C>
Jan-01                         XXX                                XXX
Feb-01                         XXX                                XXX
Mar-01                         XXX                                XXX
Apr-01                         XXX                                XXX
May-01                         XXX                                XXX
Jun-01                         XXX                                XXX
Jul-01                         XXX                                XXX
Aug-01                         XXX                                XXX
Sep-01                         XXX                                XXX
Oct-01                         XXX                                XXX
Nov-01                         XXX                                XXX
Dec-01                         XXX                                XXX
Jan-02                         XXX                                XXX
Feb-02                         XXX                                XXX
Mar-02                         XXX                                XXX
Apr-02                         XXX                                XXX
May-02                         XXX                                XXX
Jun-02                         XXX                                XXX
Jul-02                         XXX                                XXX
Aug-02                         XXX                                XXX
Sep-02                         XXX                                XXX
Oct-02                         XXX                                XXX
Nov-02                         XXX                                XXX
Dec-02                         XXX                                XXX
Jan-03                         XXX                                XXX
Feb-03                         XXX                                XXX
Mar-03                         XXX                                XXX
Apr-03                         XXX                                XXX
May-03                         XXX                                XXX
Jun-03                         XXX                                XXX
Jul-03                         XXX                                XXX
Aug-03                         XXX                                XXX
Sep-03                         XXX                                XXX
Oct-03                         XXX                                XXX
Nov-03                         XXX                                XXX
Dec-03                         XXX                                XXX
Jan-04                         XXX                                XXX
Feb-04                         XXX                                XXX
Mar-04                         XXX                                XXX
Apr-04                         XXX                                XXX
May-04                         XXX                                XXX
Jun-04                         XXX                                XXX
Jul-04                         XXX                                XXX
Aug-04                         XXX                                XXX
Sep-04                         XXX                                XXX
Oct-04                         XXX                                XXX
Nov-04                         XXX                                XXX
Dec-04                         XXX                                XXX
</Table>

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



<PAGE>


                                   APPENDIX 19

<Table>
<Caption>
------------------------------------------------------------------------------
                         PILOT SOFT TIME RECONCILIATION
------------------------------------------------------------------------------
                   AMOUNT PAYABLE PER          FLIGHT PAID HOURS PER SCHEDULED
 DATE               FLIGHT PAID HOUR                  PILOT BLOCK HOUR
 ----              ------------------          -------------------------------
<S>                <C>                         <C>
Jan-01                    XXX                                XXX
Feb-01                    XXX                                XXX
Mar-01                    XXX                                XXX
Apr-01                    XXX                                XXX
May-01                    XXX                                XXX
Jun-01                    XXX                                XXX
Jul-01                    XXX                                XXX
Aug-01                    XXX                                XXX
Sep-01                    XXX                                XXX
Oct-01                    XXX                                XXX
Nov-01                    XXX                                XXX
Dec-01                    XXX                                XXX
Jan-02                    XXX                                XXX
Feb-02                    XXX                                XXX
Mar-02                    XXX                                XXX
Apr-02                    XXX                                XXX
May-02                    XXX                                XXX
Jun-02                    XXX                                XXX
Jul-02                    XXX                                XXX
Aug-02                    XXX                                XXX
Sep-02                    XXX                                XXX
Oct-02                    XXX                                XXX
Nov-02                    XXX                                XXX
Dec-02                    XXX                                XXX
Jan-03                    XXX                                XXX
Feb-03                    XXX                                XXX
Mar-03                    XXX                                XXX
Apr-03                    XXX                                XXX
May-03                    XXX                                XXX
Jun-03                    XXX                                XXX
Jul-03                    XXX                                XXX
Aug-03                    XXX                                XXX
Sep-03                    XXX                                XXX
Oct-03                    XXX                                XXX
Nov-03                    XXX                                XXX
Dec-03                    XXX                                XXX
Jan-04                    XXX                                XXX
Feb-04                    XXX                                XXX
Mar-04                    XXX                                XXX
Apr-04                    XXX                                XXX
May-04                    XXX                                XXX
Jun-04                    XXX                                XXX
Jul-04                    XXX                                XXX
Aug-04                    XXX                                XXX
Sep-04                    XXX                                XXX
Oct-04                    XXX                                XXX
Nov-04                    XXX                                XXX
Dec-04                    XXX                                XXX
</Table>

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



<PAGE>



                                   APPENDIX 20

<Table>
<Caption>
---------------------------------------------------------------------------------------
                            PILOT SENIORITY RECONCILIATION
---------------------------------------------------------------------------------------
                    AGGREGATE CONTINENTAL PILOTS           AMOUNT PAYABLE PER AGGREGATE
  DATE                TERMINATED BY CONTRACTOR             CONTINENTAL PILOT TERMINATED
-------             ----------------------------           ----------------------------
<S>                 <C>                                    <C>
 Jan-01                         XXX                                     XXX
 Feb-01                         XXX                                     XXX
 Mar-01                         XXX                                     XXX
 Apr-01                         XXX                                     XXX
 May-01                         XXX                                     XXX
 Jun-01                         XXX                                     XXX
 Jul-01                         XXX                                     XXX
 Aug-01                         XXX                                     XXX
 Sep-01                         XXX                                     XXX
 Oct-01                         XXX                                     XXX
 Nov-01                         XXX                                     XXX
 Dec-01                         XXX                                     XXX
 Jan-02                         XXX                                     XXX
 Feb-02                         XXX                                     XXX
 Mar-02                         XXX                                     XXX
 Apr-02                         XXX                                     XXX
 May-02                         XXX                                     XXX
 Jun-02                         XXX                                     XXX
 Jul-02                         XXX                                     XXX
 Aug-02                         XXX                                     XXX
 Sep-02                         XXX                                     XXX
 Oct-02                         XXX                                     XXX
 Nov-02                         XXX                                     XXX
 Dec-02                         XXX                                     XXX
 Jan-03                         XXX                                     XXX
 Feb-03                         XXX                                     XXX
 Mar-03                         XXX                                     XXX
 Apr-03                         XXX                                     XXX
 May-03                         XXX                                     XXX
 Jun-03                         XXX                                     XXX
 Jul-03                         XXX                                     XXX
 Aug-03                         XXX                                     XXX
 Sep-03                         XXX                                     XXX
 Oct-03                         XXX                                     XXX
 Nov-03                         XXX                                     XXX
 Dec-03                         XXX                                     XXX
 Jan-04                         XXX                                     XXX
 Feb-04                         XXX                                     XXX
 Mar-04                         XXX                                     XXX
 Apr-04                         XXX                                     XXX
 May-04                         XXX                                     XXX
 Jun-04                         XXX                                     XXX
 Jul-04                         XXX                                     XXX
 Aug-04                         XXX                                     XXX
 Sep-04                         XXX                                     XXX
 Oct-04                         XXX                                     XXX
 Nov-04                         XXX                                     XXX
 Dec-04                         XXX                                     XXX
</Table>

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



<PAGE>


                                   APPENDIX 21

<Table>
<Caption>
------------------------------------------------------------------------------------------------------------------------
                                           AIRPORT AGENT VOLUME RECONCILIATION
------------------------------------------------------------------------------------------------------------------------
               AMOUNT PAYABLE PER          AGENT            IMPLIED          IMPLIED          IMPLIED          IMPLIED
 DATE           AGENT PAID HOUR          PAID HOURS       SICK TIME %       OVERTIME %       HOLIDAY %        VACATION %
------         ------------------        ----------       -----------       ----------       ---------        ----------
<S>            <C>                       <C>              <C>               <C>              <C>              <C>
Jan-01                XXX                   XXX               XXX              XXX              XXX              XXX
Feb-01                XXX                   XXX               XXX              XXX              XXX              XXX
Mar-01                XXX                   XXX               XXX              XXX              XXX              XXX
Apr-01                XXX                   XXX               XXX              XXX              XXX              XXX
May-01                XXX                   XXX               XXX              XXX              XXX              XXX
Jun-01                XXX                   XXX               XXX              XXX              XXX              XXX
Jul-01                XXX                   XXX               XXX              XXX              XXX              XXX
Aug-01                XXX                   XXX               XXX              XXX              XXX              XXX
Sep-01                XXX                   XXX               XXX              XXX              XXX              XXX
Oct-01                XXX                   XXX               XXX              XXX              XXX              XXX
Nov-01                XXX                   XXX               XXX              XXX              XXX              XXX
Dec-01                XXX                   XXX               XXX              XXX              XXX              XXX
Jan-02                XXX                   XXX               XXX              XXX              XXX              XXX
Feb-02                XXX                   XXX               XXX              XXX              XXX              XXX
Mar-02                XXX                   XXX               XXX              XXX              XXX              XXX
Apr-02                XXX                   XXX               XXX              XXX              XXX              XXX
May-02                XXX                   XXX               XXX              XXX              XXX              XXX
Jun-02                XXX                   XXX               XXX              XXX              XXX              XXX
Jul-02                XXX                   XXX               XXX              XXX              XXX              XXX
Aug-02                XXX                   XXX               XXX              XXX              XXX              XXX
Sep-02                XXX                   XXX               XXX              XXX              XXX              XXX
Oct-02                XXX                   XXX               XXX              XXX              XXX              XXX
Nov-02                XXX                   XXX               XXX              XXX              XXX              XXX
Dec-02                XXX                   XXX               XXX              XXX              XXX              XXX
Jan-03                XXX                   XXX               XXX              XXX              XXX              XXX
Feb-03                XXX                   XXX               XXX              XXX              XXX              XXX
Mar-03                XXX                   XXX               XXX              XXX              XXX              XXX
Apr-03                XXX                   XXX               XXX              XXX              XXX              XXX
May-03                XXX                   XXX               XXX              XXX              XXX              XXX
Jun-03                XXX                   XXX               XXX              XXX              XXX              XXX
Jul-03                XXX                   XXX               XXX              XXX              XXX              XXX
Aug-03                XXX                   XXX               XXX              XXX              XXX              XXX
Sep-03                XXX                   XXX               XXX              XXX              XXX              XXX
Oct-03                XXX                   XXX               XXX              XXX              XXX              XXX
Nov-03                XXX                   XXX               XXX              XXX              XXX              XXX
Dec-03                XXX                   XXX               XXX              XXX              XXX              XXX
Jan-04                XXX                   XXX               XXX              XXX              XXX              XXX
Feb-04                XXX                   XXX               XXX              XXX              XXX              XXX
Mar-04                XXX                   XXX               XXX              XXX              XXX              XXX
Apr-04                XXX                   XXX               XXX              XXX              XXX              XXX
May-04                XXX                   XXX               XXX              XXX              XXX              XXX
Jun-04                XXX                   XXX               XXX              XXX              XXX              XXX
Jul-04                XXX                   XXX               XXX              XXX              XXX              XXX
Aug-04                XXX                   XXX               XXX              XXX              XXX              XXX
Sep-04                XXX                   XXX               XXX              XXX              XXX              XXX
Oct-04                XXX                   XXX               XXX              XXX              XXX              XXX
Nov-04                XXX                   XXX               XXX              XXX              XXX              XXX
Dec-04                XXX                   XXX               XXX              XXX              XXX              XXX
</Table>

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




<PAGE>

                                   APPENDIX 22

<Table>
<Caption>
-----------------------------------------------------------------------------------------------------------------
                                        RECONCILIATION OF EXPENSES (000'S)
-----------------------------------------------------------------------------------------------------------------
         B(9)(a)  B(9)(a) B(9)(a)  B(9)(a)  B(9)(a)  B(9)(a)  B(9)(a)  B(9)(a)  B(9)(a)  B(9)(a)  B(9)(a) B(9)(a)
 DATE     (i)      (ii)    (iii)    (iv)      (v)      (v)     (vi)     (vii)    (viii)  (viii)    (viii)   (ix)
------   -------  ------- -------  -------  -------  -------  -------  -------  -------  -------  ------- -------
<S>      <C>      <C>     <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>     <C>
Jan-01    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
Feb-01    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
Mar-01    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
Apr-01    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
May-01    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
Jun-01    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
Jul-01    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
Aug-01    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
Sep-01    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
Oct-01    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
Nov-01    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
Dec-01    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
Jan-02    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
Feb-02    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
Mar-02    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
Apr-02    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
May-02    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
Jun-02    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
Jul-02    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
Aug-02    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
Sep-02    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
Oct-02    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
Nov-02    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
Dec-02    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
Jan-03    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
Feb-03    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
Mar-03    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
Apr-03    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
May-03    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
Jun-03    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
Jul-03    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
Aug-03    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
Sep-03    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
Oct-03    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
Nov-03    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
Dec-03    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
Jan-04    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
Feb-04    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
Mar-04    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
Apr-04    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
May-04    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
Jun-04    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
Jul-04    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
Aug-04    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
Sep-04    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
Oct-04    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
Nov-04    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX
Dec-04    XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX      XXX




<Caption>
-----------------------------------------------------
          RECONCILIATION OF EXPENSES (000'S)
-----------------------------------------------------
         B(9)(a)  B(9)(a)   B(9)(a)  B(9)(a)  B(9)(a)
 DATE      (x)      (xi)     (xii)    (xiv)     (xv)
------   -------  -------   -------  -------  -------
<S>      <C>      <C>       <C>      <C>      <C>
Jan-01      XXX      XXX      XXX      XXX      XXX
Feb-01      XXX      XXX      XXX      XXX      XXX
Mar-01      XXX      XXX      XXX      XXX      XXX
Apr-01      XXX      XXX      XXX      XXX      XXX
May-01      XXX      XXX      XXX      XXX      XXX
Jun-01      XXX      XXX      XXX      XXX      XXX
Jul-01      XXX      XXX      XXX      XXX      XXX
Aug-01      XXX      XXX      XXX      XXX      XXX
Sep-01      XXX      XXX      XXX      XXX      XXX
Oct-01      XXX      XXX      XXX      XXX      XXX
Nov-01      XXX      XXX      XXX      XXX      XXX
Dec-01      XXX      XXX      XXX      XXX      XXX
Jan-02      XXX      XXX      XXX      XXX      XXX
Feb-02      XXX      XXX      XXX      XXX      XXX
Mar-02      XXX      XXX      XXX      XXX      XXX
Apr-02      XXX      XXX      XXX      XXX      XXX
May-02      XXX      XXX      XXX      XXX      XXX
Jun-02      XXX      XXX      XXX      XXX      XXX
Jul-02      XXX      XXX      XXX      XXX      XXX
Aug-02      XXX      XXX      XXX      XXX      XXX
Sep-02      XXX      XXX      XXX      XXX      XXX
Oct-02      XXX      XXX      XXX      XXX      XXX
Nov-02      XXX      XXX      XXX      XXX      XXX
Dec-02      XXX      XXX      XXX      XXX      XXX
Jan-03      XXX      XXX      XXX      XXX      XXX
Feb-03      XXX      XXX      XXX      XXX      XXX
Mar-03      XXX      XXX      XXX      XXX      XXX
Apr-03      XXX      XXX      XXX      XXX      XXX
May-03      XXX      XXX      XXX      XXX      XXX
Jun-03      XXX      XXX      XXX      XXX      XXX
Jul-03      XXX      XXX      XXX      XXX      XXX
Aug-03      XXX      XXX      XXX      XXX      XXX
Sep-03      XXX      XXX      XXX      XXX      XXX
Oct-03      XXX      XXX      XXX      XXX      XXX
Nov-03      XXX      XXX      XXX      XXX      XXX
Dec-03      XXX      XXX      XXX      XXX      XXX
Jan-04      XXX      XXX      XXX      XXX      XXX
Feb-04      XXX      XXX      XXX      XXX      XXX
Mar-04      XXX      XXX      XXX      XXX      XXX
Apr-04      XXX      XXX      XXX      XXX      XXX
May-04      XXX      XXX      XXX      XXX      XXX
Jun-04      XXX      XXX      XXX      XXX      XXX
Jul-04      XXX      XXX      XXX      XXX      XXX
Aug-04      XXX      XXX      XXX      XXX      XXX
Sep-04      XXX      XXX      XXX      XXX      XXX
Oct-04      XXX      XXX      XXX      XXX      XXX
Nov-04      XXX      XXX      XXX      XXX      XXX
Dec-04      XXX      XXX      XXX      XXX      XXX
</Table>

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


<PAGE>
                                  APPENDIX 22A

<Table>
<Caption>
    ------------------------------------------------------------------------
                               FIRST IMPLIED RATES
    ------------------------------------------------------------------------
     DATE         B1900        ATR42        EMB120        RJ135        RJ145
    ------        -----        -----        ------        -----        -----
<S>               <C>          <C>          <C>           <C>          <C>
    Jan-01         XXX          XXX          XXX           XXX          XXX
    Feb-01         XXX          XXX          XXX           XXX          XXX
    Mar-01         XXX          XXX          XXX           XXX          XXX
    Apr-01         XXX          XXX          XXX           XXX          XXX
    May-01         XXX          XXX          XXX           XXX          XXX
    Jun-01         XXX          XXX          XXX           XXX          XXX
    Jul-01         XXX          XXX          XXX           XXX          XXX
    Aug-01         XXX          XXX          XXX           XXX          XXX
    Sep-01         XXX          XXX          XXX           XXX          XXX
    Oct-01         XXX          XXX          XXX           XXX          XXX
    Nov-01         XXX          XXX          XXX           XXX          XXX
    Dec-01         XXX          XXX          XXX           XXX          XXX
    Jan-02         XXX          XXX          XXX           XXX          XXX
    Feb-02         XXX          XXX          XXX           XXX          XXX
    Mar-02         XXX          XXX          XXX           XXX          XXX
    Apr-02         XXX          XXX          XXX           XXX          XXX
    May-02         XXX          XXX          XXX           XXX          XXX
    Jun-02         XXX          XXX          XXX           XXX          XXX
    Jul-02         XXX          XXX          XXX           XXX          XXX
    Aug-02         XXX          XXX          XXX           XXX          XXX
    Sep-02         XXX          XXX          XXX           XXX          XXX
    Oct-02         XXX          XXX          XXX           XXX          XXX
    Nov-02         XXX          XXX          XXX           XXX          XXX
    Dec-02         XXX          XXX          XXX           XXX          XXX
    Jan-03         XXX          XXX          XXX           XXX          XXX
    Feb-03         XXX          XXX          XXX           XXX          XXX
    Mar-03         XXX          XXX          XXX           XXX          XXX
    Apr-03         XXX          XXX          XXX           XXX          XXX
    May-03         XXX          XXX          XXX           XXX          XXX
    Jun-03         XXX          XXX          XXX           XXX          XXX
    Jul-03         XXX          XXX          XXX           XXX          XXX
    Aug-03         XXX          XXX          XXX           XXX          XXX
    Sep-03         XXX          XXX          XXX           XXX          XXX
    Oct-03         XXX          XXX          XXX           XXX          XXX
    Nov-03         XXX          XXX          XXX           XXX          XXX
    Dec-03         XXX          XXX          XXX           XXX          XXX
    Jan-04         XXX          XXX          XXX           XXX          XXX
    Feb-04         XXX          XXX          XXX           XXX          XXX
    Mar-04         XXX          XXX          XXX           XXX          XXX
    Apr-04         XXX          XXX          XXX           XXX          XXX
    May-04         XXX          XXX          XXX           XXX          XXX
    Jun-04         XXX          XXX          XXX           XXX          XXX
    Jul-04         XXX          XXX          XXX           XXX          XXX
    Aug-04         XXX          XXX          XXX           XXX          XXX
    Sep-04         XXX          XXX          XXX           XXX          XXX
    Oct-04         XXX          XXX          XXX           XXX          XXX
    Nov-04         XXX          XXX          XXX           XXX          XXX
    Dec-04         XXX          XXX          XXX           XXX          XXX

<Caption>
    ----------------------------------------------------------------------------         ----------------
                    SECOND IMPLIED RATES                                                   THIRD IMPLIED
    ----------------------------------------------------------------------------         ----------------
     DATE            B1900        ATR42        EMB120        RJ135        RJ145          EXPENSES (000'S)
    ------           -----        -----        ------        -----        -----          ----------------
<S>                  <C>          <C>          <C>           <C>          <C>            <C>
    Jan-01            XXX          XXX          XXX           XXX          XXX                  XXX
    Feb-01            XXX          XXX          XXX           XXX          XXX                  XXX
    Mar-01            XXX          XXX          XXX           XXX          XXX                  XXX
    Apr-01            XXX          XXX          XXX           XXX          XXX                  XXX
    May-01            XXX          XXX          XXX           XXX          XXX                  XXX
    Jun-01            XXX          XXX          XXX           XXX          XXX                  XXX
    Jul-01            XXX          XXX          XXX           XXX          XXX                  XXX
    Aug-01            XXX          XXX          XXX           XXX          XXX                  XXX
    Sep-01            XXX          XXX          XXX           XXX          XXX                  XXX
    Oct-01            XXX          XXX          XXX           XXX          XXX                  XXX
    Nov-01            XXX          XXX          XXX           XXX          XXX                  XXX
    Dec-01            XXX          XXX          XXX           XXX          XXX                  XXX
    Jan-02            XXX          XXX          XXX           XXX          XXX                  XXX
    Feb-02            XXX          XXX          XXX           XXX          XXX                  XXX
    Mar-02            XXX          XXX          XXX           XXX          XXX                  XXX
    Apr-02            XXX          XXX          XXX           XXX          XXX                  XXX
    May-02            XXX          XXX          XXX           XXX          XXX                  XXX
    Jun-02            XXX          XXX          XXX           XXX          XXX                  XXX
    Jul-02            XXX          XXX          XXX           XXX          XXX                  XXX
    Aug-02            XXX          XXX          XXX           XXX          XXX                  XXX
    Sep-02            XXX          XXX          XXX           XXX          XXX                  XXX
    Oct-02            XXX          XXX          XXX           XXX          XXX                  XXX
    Nov-02            XXX          XXX          XXX           XXX          XXX                  XXX
    Dec-02            XXX          XXX          XXX           XXX          XXX                  XXX
    Jan-03            XXX          XXX          XXX           XXX          XXX                  XXX
    Feb-03            XXX          XXX          XXX           XXX          XXX                  XXX
    Mar-03            XXX          XXX          XXX           XXX          XXX                  XXX
    Apr-03            XXX          XXX          XXX           XXX          XXX                  XXX
    May-03            XXX          XXX          XXX           XXX          XXX                  XXX
    Jun-03            XXX          XXX          XXX           XXX          XXX                  XXX
    Jul-03            XXX          XXX          XXX           XXX          XXX                  XXX
    Aug-03            XXX          XXX          XXX           XXX          XXX                  XXX
    Sep-03            XXX          XXX          XXX           XXX          XXX                  XXX
    Oct-03            XXX          XXX          XXX           XXX          XXX                  XXX
    Nov-03            XXX          XXX          XXX           XXX          XXX                  XXX
    Dec-03            XXX          XXX          XXX           XXX          XXX                  XXX
    Jan-04            XXX          XXX          XXX           XXX          XXX                  XXX
    Feb-04            XXX          XXX          XXX           XXX          XXX                  XXX
    Mar-04            XXX          XXX          XXX           XXX          XXX                  XXX
    Apr-04            XXX          XXX          XXX           XXX          XXX                  XXX
    May-04            XXX          XXX          XXX           XXX          XXX                  XXX
    Jun-04            XXX          XXX          XXX           XXX          XXX                  XXX
    Jul-04            XXX          XXX          XXX           XXX          XXX                  XXX
    Aug-04            XXX          XXX          XXX           XXX          XXX                  XXX
    Sep-04            XXX          XXX          XXX           XXX          XXX                  XXX
    Oct-04            XXX          XXX          XXX           XXX          XXX                  XXX
    Nov-04            XXX          XXX          XXX           XXX          XXX                  XXX
    Dec-04            XXX          XXX          XXX           XXX          XXX                  XXX
</Table>

XXX REPRESENTS CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.
<PAGE>



                                  APPENDIX 22b

<Table>
<Caption>
    -------------------------------------------------------------------------------------
                                        FOURTH IMPLIED RATES
    -------------------------------------------------------------------------------------
        DATE              B1900         ATR42         EMB120         RJ135          RJ145
    ------------          -----         -----         ------         -----          -----
<S>                       <C>           <C>           <C>            <C>            <C>
    BENCHMARK SL           XXX           XXX            XXX           XXX            XXX
       Jan-01              XXX           XXX            XXX           XXX            XXX
       Feb-01              XXX           XXX            XXX           XXX            XXX
       Mar-01              XXX           XXX            XXX           XXX            XXX
       Apr-01              XXX           XXX            XXX           XXX            XXX
       May-01              XXX           XXX            XXX           XXX            XXX
       Jun-01              XXX           XXX            XXX           XXX            XXX
       Jul-01              XXX           XXX            XXX           XXX            XXX
       Aug-01              XXX           XXX            XXX           XXX            XXX
       Sep-01              XXX           XXX            XXX           XXX            XXX
       Oct-01              XXX           XXX            XXX           XXX            XXX
       Nov-01              XXX           XXX            XXX           XXX            XXX
       Dec-01              XXX           XXX            XXX           XXX            XXX
       Jan-02              XXX           XXX            XXX           XXX            XXX
       Feb-02              XXX           XXX            XXX           XXX            XXX
       Mar-02              XXX           XXX            XXX           XXX            XXX
       Apr-02              XXX           XXX            XXX           XXX            XXX
       May-02              XXX           XXX            XXX           XXX            XXX
       Jun-02              XXX           XXX            XXX           XXX            XXX
       Jul-02              XXX           XXX            XXX           XXX            XXX
       Aug-02              XXX           XXX            XXX           XXX            XXX
       Sep-02              XXX           XXX            XXX           XXX            XXX
       Oct-02              XXX           XXX            XXX           XXX            XXX
       Nov-02              XXX           XXX            XXX           XXX            XXX
       Dec-02              XXX           XXX            XXX           XXX            XXX
       Jan-03              XXX           XXX            XXX           XXX            XXX
       Feb-03              XXX           XXX            XXX           XXX            XXX
       Mar-03              XXX           XXX            XXX           XXX            XXX
       Apr-03              XXX           XXX            XXX           XXX            XXX
       May-03              XXX           XXX            XXX           XXX            XXX
       Jun-03              XXX           XXX            XXX           XXX            XXX
       Jul-03              XXX           XXX            XXX           XXX            XXX
       Aug-03              XXX           XXX            XXX           XXX            XXX
       Sep-03              XXX           XXX            XXX           XXX            XXX
       Oct-03              XXX           XXX            XXX           XXX            XXX
       Nov-03              XXX           XXX            XXX           XXX            XXX
       Dec-03              XXX           XXX            XXX           XXX            XXX
       Jan-04              XXX           XXX            XXX           XXX            XXX
       Feb-04              XXX           XXX            XXX           XXX            XXX
       Mar-04              XXX           XXX            XXX           XXX            XXX
       Apr-04              XXX           XXX            XXX           XXX            XXX
       May-04              XXX           XXX            XXX           XXX            XXX
       Jun-04              XXX           XXX            XXX           XXX            XXX
       Jul-04              XXX           XXX            XXX           XXX            XXX
       Aug-04              XXX           XXX            XXX           XXX            XXX
       Sep-04              XXX           XXX            XXX           XXX            XXX
       Oct-04              XXX           XXX            XXX           XXX            XXX
       Nov-04              XXX           XXX            XXX           XXX            XXX
       Dec-04              XXX           XXX            XXX           XXX            XXX
</Table>

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



<PAGE>

                                  APPENDIX 22c

<Table>
<Caption>
    -------------------------------------------------------------------------------------
                                         FIFTH IMPLIED RATES
    -------------------------------------------------------------------------------------
        DATE              B1900         ATR42         EMB120         RJ135          RJ145
    ------------          -----         -----         ------         -----          -----
<S>                       <C>           <C>           <C>            <C>            <C>
    BENCHMARK SL           XXX           XXX            XXX           XXX            XXX
       Jan-01              XXX           XXX            XXX           XXX            XXX
       Feb-01              XXX           XXX            XXX           XXX            XXX
       Mar-01              XXX           XXX            XXX           XXX            XXX
       Apr-01              XXX           XXX            XXX           XXX            XXX
       May-01              XXX           XXX            XXX           XXX            XXX
       Jun-01              XXX           XXX            XXX           XXX            XXX
       Jul-01              XXX           XXX            XXX           XXX            XXX
       Aug-01              XXX           XXX            XXX           XXX            XXX
       Sep-01              XXX           XXX            XXX           XXX            XXX
       Oct-01              XXX           XXX            XXX           XXX            XXX
       Nov-01              XXX           XXX            XXX           XXX            XXX
       Dec-01              XXX           XXX            XXX           XXX            XXX
       Jan-02              XXX           XXX            XXX           XXX            XXX
       Feb-02              XXX           XXX            XXX           XXX            XXX
       Mar-02              XXX           XXX            XXX           XXX            XXX
       Apr-02              XXX           XXX            XXX           XXX            XXX
       May-02              XXX           XXX            XXX           XXX            XXX
       Jun-02              XXX           XXX            XXX           XXX            XXX
       Jul-02              XXX           XXX            XXX           XXX            XXX
       Aug-02              XXX           XXX            XXX           XXX            XXX
       Sep-02              XXX           XXX            XXX           XXX            XXX
       Oct-02              XXX           XXX            XXX           XXX            XXX
       Nov-02              XXX           XXX            XXX           XXX            XXX
       Dec-02              XXX           XXX            XXX           XXX            XXX
       Jan-03              XXX           XXX            XXX           XXX            XXX
       Feb-03              XXX           XXX            XXX           XXX            XXX
       Mar-03              XXX           XXX            XXX           XXX            XXX
       Apr-03              XXX           XXX            XXX           XXX            XXX
       May-03              XXX           XXX            XXX           XXX            XXX
       Jun-03              XXX           XXX            XXX           XXX            XXX
       Jul-03              XXX           XXX            XXX           XXX            XXX
       Aug-03              XXX           XXX            XXX           XXX            XXX
       Sep-03              XXX           XXX            XXX           XXX            XXX
       Oct-03              XXX           XXX            XXX           XXX            XXX
       Nov-03              XXX           XXX            XXX           XXX            XXX
       Dec-03              XXX           XXX            XXX           XXX            XXX
       Jan-04              XXX           XXX            XXX           XXX            XXX
       Feb-04              XXX           XXX            XXX           XXX            XXX
       Mar-04              XXX           XXX            XXX           XXX            XXX
       Apr-04              XXX           XXX            XXX           XXX            XXX
       May-04              XXX           XXX            XXX           XXX            XXX
       Jun-04              XXX           XXX            XXX           XXX            XXX
       Jul-04              XXX           XXX            XXX           XXX            XXX
       Aug-04              XXX           XXX            XXX           XXX            XXX
       Sep-04              XXX           XXX            XXX           XXX            XXX
       Oct-04              XXX           XXX            XXX           XXX            XXX
       Nov-04              XXX           XXX            XXX           XXX            XXX
       Dec-04              XXX           XXX            XXX           XXX            XXX
</Table>

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


<PAGE>



                                  APPENDIX 22d

<Table>
<Caption>
   ---------------------------------------------------------------------
                            SIXTH IMPLIED RATES
    DATE         B1900       ATR42       EMB120       RJ135        RJ145
   ---------------------------------------------------------------------
<S>               <C>           <C>         <C>         <C>          <C>
   Jan-01         XXX         XXX          XXX         XXX          XXX
   Feb-01         XXX         XXX          XXX         XXX          XXX
   Mar-01         XXX         XXX          XXX         XXX          XXX
   Apr-01         XXX         XXX          XXX         XXX          XXX
   May-01         XXX         XXX          XXX         XXX          XXX
   Jun-01         XXX         XXX          XXX         XXX          XXX
   Jul-01         XXX         XXX          XXX         XXX          XXX
   Aug-01         XXX         XXX          XXX         XXX          XXX
   Sep-01         XXX         XXX          XXX         XXX          XXX
   Oct-01         XXX         XXX          XXX         XXX          XXX
   Nov-01         XXX         XXX          XXX         XXX          XXX
   Dec-01         XXX         XXX          XXX         XXX          XXX
   Jan-02         XXX         XXX          XXX         XXX          XXX
   Feb-02         XXX         XXX          XXX         XXX          XXX
   Mar-02         XXX         XXX          XXX         XXX          XXX
   Apr-02         XXX         XXX          XXX         XXX          XXX
   May-02         XXX         XXX          XXX         XXX          XXX
   Jun-02         XXX         XXX          XXX         XXX          XXX
   Jul-02         XXX         XXX          XXX         XXX          XXX
   Aug-02         XXX         XXX          XXX         XXX          XXX
   Sep-02         XXX         XXX          XXX         XXX          XXX
   Oct-02         XXX         XXX          XXX         XXX          XXX
   Nov-02         XXX         XXX          XXX         XXX          XXX
   Dec-02         XXX         XXX          XXX         XXX          XXX
   Jan-03         XXX         XXX          XXX         XXX          XXX
   Feb-03         XXX         XXX          XXX         XXX          XXX
   Mar-03         XXX         XXX          XXX         XXX          XXX
   Apr-03         XXX         XXX          XXX         XXX          XXX
   May-03         XXX         XXX          XXX         XXX          XXX
   Jun-03         XXX         XXX          XXX         XXX          XXX
   Jul-03         XXX         XXX          XXX         XXX          XXX
   Aug-03         XXX         XXX          XXX         XXX          XXX
   Sep-03         XXX         XXX          XXX         XXX          XXX
   Oct-03         XXX         XXX          XXX         XXX          XXX
   Nov-03         XXX         XXX          XXX         XXX          XXX
   Dec-03         XXX         XXX          XXX         XXX          XXX
   Jan-04         XXX         XXX          XXX         XXX          XXX
   Feb-04         XXX         XXX          XXX         XXX          XXX
   Mar-04         XXX         XXX          XXX         XXX          XXX
   Apr-04         XXX         XXX          XXX         XXX          XXX
   May-04         XXX         XXX          XXX         XXX          XXX
   Jun-04         XXX         XXX          XXX         XXX          XXX
   Jul-04         XXX         XXX          XXX         XXX          XXX
   Aug-04         XXX         XXX          XXX         XXX          XXX
   Sep-04         XXX         XXX          XXX         XXX          XXX
   Oct-04         XXX         XXX          XXX         XXX          XXX
   Nov-04         XXX         XXX          XXX         XXX          XXX
   Dec-04         XXX         XXX          XXX         XXX          XXX
</Table>

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

<PAGE>

                                   APPENDIX 23




<Table>
<S>                          <C>                  <C>
    COST DIFFERENCE           =                    XXX
</Table>

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


<PAGE>



                                    EXHIBIT A
                                   DEFINITIONS


Actual Passengers - means, for any period, the actual Revenue Onboards on
Scheduled Flights during such period.

Adjusted Appendix 14 Block Hour Rate - is defined in Paragraph B(6)(c) of
Schedule 3.

Administrative Support and Information Services Provisioning Agreement - means
that certain Administrative Support and Information Services Provisions
Agreement, dated as of January 1, 2001, among Continental, Holdings and
ExpressJet, in the form attached hereto as Exhibit E (or as otherwise agreed or
amended).

Agent Paid Hours - means the hours (including sick, holiday, overtime, and
vacation) for which agents at Contractor Airports are paid to ground handle
Scheduled Flights.

Agreement - means the Amended and Restated Capacity Purchase Agreement, dated as
of April [__], 2002, among Continental, Holdings, XJT and ExpressJet.

Ancillary Agreements - means each of the agreements entered into by Continental
and Contractor substantially in the form of Exhibits B, C, E, and F hereto,
together with all amendments, exhibits, schedules and annexes thereto.

Appendix 1 Expenses - are set forth on Appendix 1 to Schedule 3.

Appendix 3 Block Hour Rate - is set forth for each aircraft type and month on
Appendix 3 to Schedule 3.

Appendix 4 Block Hour Rate - is set forth for each aircraft type and month on
Appendix 4 to Schedule 3.

Appendix 5 Block Hour Rate - is set forth for each aircraft type and month on
Appendix 5 to Schedule 3.

Appendix 6 Block Hour Rate - is set forth for each aircraft type on Appendix 6
to Schedule 3.

Appendix 7 Block Hours - is set forth for each aircraft type on Appendix 7 to
Schedule 3.

Appendix 9 Rate Per Block Hour - is set forth for each aircraft type on Appendix
9 to Schedule 3.

Appendix 13 Incremental Cost Rate - is set forth for each aircraft type and
month on Appendix 13 to Schedule 3.

Appendix 14 Block Hour Rate - is set forth for each aircraft type and month on
Appendix 14 to Schedule 3.




                                  Exhibit A-1
<PAGE>

Average Peer Group Rates - means, with respect to any insurance coverage, the
average cost of such insurance coverage to the five regional airlines with
annual revenues closest to those of Contractor, as determined by available
information obtained from public sources or reputable insurance brokers.

Baggage Handling Benchmark - means, for any applicable month, the number of bags
that were not properly handled (as measured by claims filed for mishandled
baggage) at Contractor Airports, per 1,000 Enplanements at Contractor Airports
during the last five full calendar years immediately preceding such month for
which such calculations are available as of such date of determination (but
excluding from these calculations all data for September 2001 and for any month
in which a Labor Strike shall have occurred); provided that in no event shall
the Baggage Handling Benchmark be above {CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT}.

Base Compensation - is defined in Paragraph A(1) of Schedule 3.

Base Term - is defined in Section 9.01.

Block Hour Rate - means, for any month, the Base Compensation for such month
divided by the total number of block hours comprising the Scheduled Flights
during such month.

Business Day - means each Monday, Tuesday, Wednesday, Thursday and Friday unless
such day shall be a day when financial institutions in New York, New York or
Houston, Texas are authorized by law to close.

Cause - means (i) bankruptcy of ExpressJet, XJT or Holdings, (ii) the suspension
or revocation of Contractor's authority to operate as a scheduled airline, (iii)
the ceasing of Contractor's operations as a scheduled airline, other than as a
result of a Labor Strike and other than any temporary cessation not exceeding 14
days in length, (iv) the occurrence of a Labor Strike that shall have continued
for 90 days or (v) a willful or intentional material breach of this Agreement by
ExpressJet, XJT or Holdings that substantially deprives Continental of the
benefits of this Agreement, which breach shall have continued for 90 days after
notice thereof is delivered to ExpressJet, XJT or Holdings, as the case may be.

Change of Control - means:

(i)      ExpressJet, XJT or Holdings consolidates with, or merges with or into,
         another Person or conveys, transfers, leases or otherwise disposes of
         all or substantially all of its assets to any Person, or any Person
         consolidates with, or merges with or into, ExpressJet, XJT or Holdings,
         in any such event pursuant to a transaction in which the voting
         securities of ExpressJet, XJT or Holdings are converted into or
         exchanged for cash or securities, except where the holders of voting
         securities of ExpressJet, XJT or Holdings immediately prior to such
         transaction own not less than a majority of the voting securities of
         the surviving or transferee corporation





                                  Exhibit A-2
<PAGE>

         immediately after such transaction, in each case other than any such
         transaction between ExpressJet, XJT and/or Holdings, on the one hand,
         and Continental and/or any of its Subsidiaries on the other;

(ii)     a transaction, other than one described in clause (i) above, as a
         result of which ExpressJet, XJT or Holdings and a Major Carrier (other
         than Continental) are legally combined;

(iii)    a transaction, other than one described in clause (i) above, as a
         result of which ExpressJet, XJT or Holdings acquires, directly or
         indirectly, beneficial ownership of 10% or more of the capital stock or
         voting power of an air carrier (other than Continental and its
         successors and any Subsidiary thereof), the consolidated annual
         revenues of which for the most recently completed fiscal year for which
         audited financial statements are available are in excess of $1 billion
         as of the date of determination (or the U.S. dollar equivalent
         thereof);

(iv)     the direct or indirect acquisition by a Major Carrier (other than
         Continental) or any Person directly or indirectly controlling a Major
         Carrier of beneficial ownership of 10% or more of the capital stock or
         voting power of ExpressJet, XJT or Holdings;

(v)      the direct or indirect acquisition by any "person" or "group" (as such
         terms are used in Section 13(d) of the Securities Exchange Act of 1934)
         not described in clause (iv) above, of beneficial ownership of more
         than 25% of the capital stock or voting power of ExpressJet, XJT or
         Holdings, other than (A) Continental or its Subsidiaries or (B) any
         "person" or "group" that is a Person who has a Schedule 13G on file
         with the Securities and Exchange Commission pursuant to the
         requirements of Rule 13d-1 under the Securities Exchange Act of 1934
         (the "Exchange Act") with respect to its holdings of ExpressJet's,
         XJT's or Holdings' voting securities (a "13G Person"), so long as (1)
         such 13G Person is principally engaged in the business of managing
         investment funds for unaffiliated securities investors and, as part of
         such 13G Person's duties as agent for fully managed accounts, holds or
         exercises voting or dispositive power over ExpressJet's, XJT's or
         Holdings' voting securities, (2) such 13G Person acquires and continues
         to have beneficial ownership of ExpressJet's, XJT's or Holdings' voting
         securities pursuant to trading activities undertaken in the ordinary
         course of such 13G Person's business and not with the purpose nor the
         effect, either alone or in concert with any 13G Person, of exercising
         the power to direct or cause the direction of the management and
         policies of ExpressJet, XJT or Holdings or of otherwise changing or
         influencing the control of ExpressJet, XJT or Holdings, nor in
         connection with or as a participant in any transaction having such
         purpose or effect, including any transaction subject to Rule 13d-3(b)
         of the Exchange Act and (3) such 13G Person is not obligated to, and
         does not, file a Schedule 13D with respect to the securities of
         ExpressJet, XJT or Holdings; provided, that a "Change of Control" shall
         not occur pursuant to this clause (v) if such "person" or "group"
         reduces its ownership of the capital stock or voting power of
         ExpressJet,





                                  Exhibit A-3
<PAGE>

         XJT or Holdings, as the case may be, to less than 25% within 30 days of
         the acquisition of ownership of at least 25% of such capital stock or
         voting power;

(vi)     the liquidation or dissolution of ExpressJet, XJT or Holdings in
         connection with which Contractor ceases operations as an air carrier;

(vii)    the sale, transfer or other disposition of all or substantially all of
         the airline assets of ExpressJet, XJT or Holdings on a consolidated
         basis directly or indirectly to a Major Carrier (other than
         Continental) or its affiliate, whether in a single transaction or a
         series of related transactions;

(viii)   the direct or indirect acquisition, whether in a single transaction or
         a series of related transactions, by ExpressJet, XJT or Holdings of
         airline assets and associated employees, which airline assets on a
         stand-alone basis would have pro forma annual passenger revenues for
         the most recently completed four fiscal quarters for which financial
         statements can be reasonably prepared in excess of the Revenue
         Threshold;

(ix)     individuals who constitute the Board of Directors of ExpressJet, XJT or
         Holdings as of March 1, 2002 (each such individual, an "Incumbent
         Director") cease for any reason to constitute at least a majority of
         the applicable Board of Directors (each such board constituted of a
         majority of Incumbent Directors, an "Incumbent Board"); provided that
         any individual becoming a director subsequent to March 1, 2002 whose
         appointment to fill a vacancy or to fill a new position on an Incumbent
         Board or whose nomination for election by the shareholders of
         ExpressJet, XJT or Holdings, as the case may be, was approved by a vote
         of at least a majority of the directors of the applicable Incumbent
         Board shall be considered as though such individual were an Incumbent
         Director; or

(x)      the execution by ExpressJet, XJT or Holdings of bona fide definitive
         agreements, the consummation of the transactions contemplated by which
         would result in a transaction described in the immediately preceding
         clauses (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) or (ix).

Continental - means Continental Airlines, Inc., a Delaware corporation, and its
successors and permitted assigns.

Continental Airport - means any airport at which Continental provides or
arranges for the provision of ground handling services pursuant to the
Continental Ground Handling Agreement.

Continental Ground Handling Agreement - means that certain IATA Standard Ground
Handling Agreement (April 1993 version) between Continental and Contractor,
together with Annex A thereto (Ground Handling Services, April 1993 version) and
Annex B thereto substantially in the form of Exhibit C to the Master Facility
and Ground Handling Agreement (or as otherwise agreed or amended) providing for
the provision by or on






                                  Exhibit A-4
<PAGE>

behalf of Continental to Contractor of ground handling services at the airports
specified therein.

Continental Marks - is defined in Exhibit G.

Continental Pilot - means a pilot who was employed by Continental as a pilot on
September 10, 2001.

Continental Premium Surcharge Amount - is defined in Paragraph B(7)(d)(III) of
Schedule 3.

Contract Fuel Rate - means the sum of the aircraft fuel capped rate of $0.6110
per gallon for 2002 and $0.6600 per gallon thereafter, the intoplane capped rate
of $0.0571 per gallon, and tax capped rate of $0.0520 per gallon.

Contract Hotel Stay - means a 24 hour or less stay in a hotel room by a pilot or
flight attendant that was contracted for by Contractor no less than 12 hours in
advance of such stay in connection with a Scheduled Flight, in accordance with
current practices as of the date hereof; provided that in no event shall a
Contract Hotel Stay include an Extraordinary Hotel Stay or include a hotel stay
as a result of pilot or flight attendant training.

Contractor - means, collectively, ExpressJet, XJT and Holdings.

Contractor Airport - means (i) any airport at which Contractor provides or
arranges for the provision of ground handling services pursuant to the
Contractor Ground Handling Agreement, and (ii) any other airport into or out of
which Contractor operates any Scheduled Flight and which is not a Continental
Airport.

Contractor Ground Handling Agreement - means that certain IATA Standard Ground
Handling Agreement (April 1993 version) between Continental and Contractor,
together with Annex A thereto (Ground Handling Services, April 1993 version) and
Annex B thereto substantially in the form of Exhibit D to the Master Facility
and Ground Handling Agreement (or as otherwise agreed or amended) providing for
the provision by or on behalf of Continental to Contractor of ground handling
services at the airports specified therein

Contractor Marks - is defined in Exhibit H.

Contractor Premium Surcharge Amount - is defined in Paragraph B(7)(e)(IV) of
Schedule 3.

Contractor Premium Surcharge Limit - is defined in Paragraph B(7)(e)(III) of
Schedule 3.

Contractor Premium Surcharge Overflow Amount - is defined in Paragraph
B(7)(e)(V) of Schedule 3.





                                  Exhibit A-5
<PAGE>

Contractor Services - is defined in the Master Facility and Ground Handling
Agreement.

Controllable Cancellation - means a cancellation of a Scheduled Flight that is
not an Uncontrollable Cancellation.

Cost Factor - means 0.10 (or, where such term is to be expresses as a
percentage, 10%).

Cost Difference - is defined in Appendix 23 to Schedule 3.

Covered Aircraft - means all aircraft listed on Schedule 1 acquired or to be
acquired under the Embraer Contract, as adjusted from time to time for
additional aircraft pursuant to Section 2.05 and for early withdrawals pursuant
to Section 2.02.

Covered Aircraft Sublease - means a sublease (or lease) substantially in the
form of Exhibit B (or as otherwise agreed or amended) between Continental and
Contractor pursuant to which Contractor subleases (or leases) a Covered Aircraft
from Continental.

Delivered Covered Aircraft - means, as of any date of determination, the Covered
Aircraft that have been delivered to Contractor, excluding all Turboprop
Aircraft.

DOT - means the United States Department of Transportation.

Early Withdrawal Schedule - means the schedule, determined as provided in
Section 2.02 of this Agreement, for Covered Aircraft to become Uncovered
Aircraft.

Effective Date - means, with respect to any initial notice of reduction
delivered by Continental pursuant to Section 2.02 hereunder, the date selected
by Continental that is not more than 18 and not less than 12 months after the
date of such notice.

Eighth Implied Rate - is set forth for each aircraft type and month on Appendix
22f.

Embraer - means Empresa Brasileira de Aeronautica S.A., a Brazilian corporation
with its principal place of business in Sao Paulo, Brazil.

Embraer Contract - means, collectively, Purchase Agreement No. GPJ-003/96
between Embraer and XJT dated August 5, 1996, Letter of Agreement No. GPJ-004/96
between Embraer and XJT dated August 5, 1996, Letter of Agreement No.
PCJ-004A/96 among Embraer, Continental and XJT dated August 31, 1996, Purchase
Agreement No. DCT-054/98, between Embraer and XJT dated December 23, 1998,
Letter of Agreement No. DCT-059/2000 between Embraer and XJT dated October 27,
2000, Letter of Agreement No. DCT-055/98 between Embraer and XJT dated December
23, 1998, Letter of Agreement No. DCT-058/2000 between Embraer and XJT dated
October 27, 2000, and EMB-135 Financing Letter of Agreement among Continental,
Embraer and XJT dated March 23, 2000, in each case including such amendments and
supplements as incorporated by reference in Holding's registration statement on
Form S-1 (Registration No. 333-64808) as Exhibits 10.12 - 10.19.

Embraer ERJ-145 Fleet - means all Covered Aircraft that are ERJ-145 aircraft.




                                  Exhibit A-6
<PAGE>

Embraer ERJ-135 Fleet - means all Covered Aircraft that are ERJ-135 aircraft.

Embraer Fleets - means any of the Embraer ERJ-135 Fleet, the Embraer ERJ-145
Fleet or the Embraer XRJ-145 Fleet

Embraer Option Aircraft - means any of the 100 Embraer regional jet aircraft
that Contractor has an option to purchase under the Embraer Contract as of the
date hereof.

Embraer XRJ-145 Fleet - means all Covered Aircraft that are XRJ-145 aircraft.

Engine - means any jet aircraft engine that constitutes an "Engine," as such
term is defined in a Covered Aircraft Sublease for a jet aircraft, under such
Covered Aircraft Sublease.

Enplanement - means one passenger for such passenger's entire one-way flight
itinerary, regardless of how many Scheduled Flights or flight segments comprise
such itinerary.

Excess Insurance Costs - means, in respect of any insurance policy obtained by
Contractor, the cost of such insurance coverage, if any, in excess of the amount
such insurance coverage would have cost if Contractor and Continental had
participated in a combined placement pursuant to Section 7.04.

Excess Inventory - means, at any time of determination, the spare engines and
other rotable parts, repairable parts, expendable parts and other miscellaneous
spare parts comprising components of the Covered Aircraft that are, in the
reasonable judgment of Contractor and as a result of a reduction in the number
of Covered Aircraft, in excess of the needs of Contractor for the provision of
Regional Airline Services at such time of determination.

Excluded Costs - means, for any Performance Period, (i) labor costs (including
all wages, salaries and other benefits to all Contractor officers and other
employees, including contract employees) incurred in such period in excess of
those for which Contractor is entitled to reimbursement pursuant to the Block
Hour Rates then in effect and, with respect to certain benefits, the
reconciliation provisions of Schedule 3, (ii) all costs allocable to Scheduled
Flights cancelled during such period as a result of strikes and other labor
actions, disputes or interruptions, and other costs incurred during such period
outside of the ordinary course of business in connection with such events, (iii)
costs resulting from allocable to Scheduled Flights cancelled during such period
as a result of an event constituting Cause, and other costs incurred during such
period outside of the ordinary course of business in connection with such event,
(iv) costs of litigation and threatened litigation (including investigations,
attorney's fees, adverse judgments and settlements not covered by insurance)
incurred during such period and (v) other expenses incurred during such period
that do not comprise a portion of the Block Hour Rates reflected in Schedule 3
and are not reasonable and customary in the industry, or were not otherwise
approved in advance by Continental (it being understood that the expenses
reimbursed pursuant to reconciliation provisions of Schedule 3 constitute
expenses that comprise a portion of the Block Hour Rates reflected in Schedule
3).





                                  Exhibit A-7
<PAGE>

Excluded Revenue - means, for any Performance Period, all incentive compensation
payable in respect of such period pursuant to Paragraph A(2)(a) and Paragraph
A(2)(b) of Schedule 3, and all Incentive Amounts payable pursuant to Paragraph
B(6)(c) and Paragraph B(6)(d) of Schedule 3 in respect of such period.

Existing Hub Airports - means George Bush Intercontinental Airport in Houston,
Texas, Hopkins International Airport in Cleveland, Ohio and Newark International
Airport in Newark, New Jersey.

ExpressJet - means ExpressJet Airlines, Inc., a Delaware corporation (formerly
New ExpressJet Airlines, Inc.), and its successors and permitted assigns.

Extension Term - is defined in Section 9.02.

Extraordinary Hotel Stay - means a 24 hour or less stay in a hotel room by a
pilot or flight attendant that was reserved by Contractor no more than 12 hours
in advance of such stay as a result of an unexpected event in connection with a
Scheduled Flight, in accordance with current practices as of the date hereof,
such as a cancellation or delay of the Scheduled Flight as a result of weather
or air traffic control; provided that in no event shall an Extraordinary Hotel
Stay include a Contract Hotel Stay or include a hotel stay as a result of pilot
or flight attendant training.

Fifth Implied Rate - is set forth for each aircraft type and month on Appendix
22c.

Fifth Incremental Cost Rate - is defined in Paragraph B(6)(c) of Schedule 3.

Final Monthly Schedule - means the final schedule of Scheduled Flights for the
next calendar month delivered by Continental to Contractor pursuant to Section
2.01(b).

FINAME - means Agencia Especial de Financiamento Industrial, a Brazilian federal
public company with its principal place of business in Rio de Janeiro, Brazil.

First Adjusted Block Hour Rate - is defined in Paragraph A(1) of Schedule 3.

First Benchmark Factor - is defined in Paragraph A(1) of Schedule 3.

First Cancellation Number - is defined in Paragraph B(6)(a) of Schedule 3.

First Cancellation Rate - means for any calendar month, the average percentage
(expressed as a decimal fraction) of Contractor's Scheduled Flights (or, for all
periods prior to the date hereof, scheduled flights) which constituted
Uncontrollable Cancellations during such month in each of the last five full
calendar years for which such calculations are available as of such date of
calculation (but excluding from these calculations all data for September 2001
and for any month in which a Labor Strike shall have occurred).

First Forecast Rate-Component 1 - is set forth for each month on Appendix 8 to
Schedule 3.





                                  Exhibit A-8
<PAGE>

First Forecast Rate-Component 2 - is set forth for each month on Appendix 8 to
Schedule 3.

First Implied Rate - is set forth for each aircraft type and month on Appendix
22a.

First Incremental Cost Rate - is set forth for each aircraft type and month on
Appendix 11 to Schedule 3.

First Weighted Average Number - is defined in Paragraph A(1) of Schedule 3.

Flight Attendant Per Diem Hour - means each hour that a flight attendant accrues
the right to receive a per diem payment as a result of a Scheduled Flight.

Flight Cancellation Reconciliation - is defined in Paragraph B(6) of Schedule 3.

Flight Hour Agreement - means that certain AE3007A Series Engine Fleet Hour
Agreement, dated as of March 6, 2000, between Allison Engine Company, Inc.,
doing business as Rolls-Royce Allison, and XJT.

Flight Overfly Reconciliation - is defined in Paragraph B(5) of Schedule 3.

Forecasted Passengers - means, for any month, the forecasted Revenue Onboards
derived from the Final Monthly Schedule for the previous month.

Fourth Block Hour Rate - is defined in Paragraph A(1) of Schedule 3.

Fourth Cancellation Number - is defined in Paragraph B(6)(d) of Schedule 3.

Fourth Implied Rate - is set forth for each aircraft type and month on Appendix
22b.

Fourth Incremental Cost Rate - is defined in Paragraph B(6)(c) of Schedule 3.

Fuel Price - means Contractor's cost of fuel, exclusive of costs associated with
intoplane and fuel taxes.

Fuel Purchasing Agreement - means that certain Fuel Purchasing Agreement, dated
as of January 1, 2001, between Continental and Contractor, in the form attached
hereto as Exhibit F (or as otherwise agreed or amended).

Fuel-Related Component - means any of the three components of fuel-related
expense: (i) fuel, (ii) intoplane and (iii) fuel tax.

Fuel-Related Component Expense - means the expense, on a component-by-component
basis, of any of the Fuel-Related Components.

Fuel-Related Expense - means, collectively, fuel, intoplane and fuel tax
expenses.

Funding Agreement - means the Funding Agreement, dated as of October 27, 2000,
among Continental, XJT and FINAME, as amended and supplemented from time to
time.




                                  Exhibit A-9
<PAGE>

Headstart Flight - means a flight that is the first departure of the day for an
aircraft; provided that such departure is before 10am local time and that the
aircraft has been on the ground for at least four hours prior to departure.

Headstart On-time Benchmark - means, for any month on or prior to December 31,
2001, the percentage (expressed as a decimal fraction) of Contractor's Headstart
Flights that were On-time Headstart Flights during the years 1997 through 2000,
and for any month on or after January 1, 2002, the percentage (expressed as a
decimal fraction) of Contractor's Headstart Flights that were On-time Headstart
Flights in the last five full calendar years immediately preceding such month
for which such calculations are available as of such date of determination (but
excluding from these calculations all data for September 2001 and for any month
in which a Labor Strike shall have occurred); provided that in no event shall
the Headstart On-time Benchmark be lower than {CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT}.

Holdings - means ExpressJet Holdings, Inc., a Delaware corporation, and its
successors and permitted assigns.

Hub Airports - means (i) the Existing Hub Airports and (ii) any other airport at
which Continental, together with its Subsidiaries and all other regional jets
operating under Continental's code, operates an average of more than 50
flights/day during a relevant Performance Period.

Identification - means the Continental Marks, the aircraft livery set forth on
Exhibit H, the Continental flight code and other trade names, trademarks,
service marks, graphics, logos, employee uniform designs, distinctive color
schemes and other identification selected by Continental in its sole discretion
for the Regional Airline Services to be provided by Contractor, whether or not
such identification is copyrightable or otherwise protected or protectable under
federal law.

Immediate Withdrawal Election - is defined in Section 9.04(b)(i).


Incremental Passenger-Related Facilities - means Passenger-Related Terminal
Facilities used by Contractor for the provision of Contractor Services, but only
to the extent that such facilities are incremental to the facilities required by
Continental at such airport, it being understood that facilities used by
Continental for scheduled flights (including seasonally-scheduled flights and
scheduled charter service) shall be deemed not to be incremental to
Continental's requirements, notwithstanding the availability of alternative
facilities for Continental's use.


Incentive Amount - means either (1) the portion of the reconciliation amount
payable from Continental to Contractor pursuant to Paragraph B(6)(c) of Schedule
3 for a particular month and aircraft type equal to the product of (a) the
difference between the Third Incremental Cost Rate and the First Incremental
Cost Rate for such month and aircraft type, multiplied by (b) the Third
Cancellation Number for such aircraft type, multiplied by (c) the actual number
of block hours per flight for such aircraft type and





                                  Exhibit A-10
<PAGE>

calendar month, or (2) the portion of the reconciliation amount payable from
Contractor to Continental pursuant to Paragraph B(6)(d) of Schedule 3 for a
particular month and aircraft type equal to the product of (a) the difference
between the Third Incremental Cost Rate and the First Incremental Cost Rate for
such month and aircraft type, multiplied by (b) the Fourth Cancellation Number
for such aircraft type, multiplied by (c) the average number of block hours per
Scheduled Flight for such aircraft type and calendar month.

Labor Strike - means a labor dispute, as such term is defined in 29 U.S.C.
Section 113(c) involving Contractor and some or all of its employees, which
dispute results in a union-authorized strike occurring after the National
Mediation Board has released the Contractor and such employees to self-help and
the 30-day "cooling-off" period relating thereto shall have expired.

LIBOR - means, with respect to any Interest Period (as defined below), the rate
of interest per annum appearing on Telerate Page 3750 (or any successor page) as
the London interbank offered rate for deposits in Dollars at approximately 11:00
A.M. (London time) two Business Days prior to the first day of such Interest
Period for a term comparable to such Interest Period; provided, however, if more
than one rate is specified on Telerate Page 3750, the applicable rate shall be
the arithmetic mean of all such rates. If, for any reason, such rate is not
available, the term "LIBOR" shall mean, with respect to any Interest Period, the
rate of interest per annum appearing on such other service as may be nominated
by the British Bankers' Association as the London interbank offered rate for
deposits in Dollars at approximately 11:00 A.M. (London time) two Business Days
prior to the first day of such Interest Period for a term comparable to such
Interest Period; provided, however, if more than one rate is specified, the
applicable rate shall be the arithmetic mean of all such rates. For purposes of
this definition, the term "Interest Period" means a period of one, two, three or
six months' duration, as Continental may elect, commencing, in each case, on the
date of the relevant borrowing (including continuations and conversions of
borrowings); provided, however, (a) if any Interest Period would end on a day
which is not a Business Day, such Interest Period shall be extended to the next
succeeding Business Day (except that where the next succeeding Business Day
falls in the next succeeding calendar month, then on the next preceding Business
Day), (b) no Interest Period shall extend beyond any applicable maturity date
and (c) where an Interest Period begins on a day for which there is no
numerically corresponding day in the calendar month in which the Interest Period
is to end, such Interest Period shall end on the last Business Day of such
calendar month.

Major Carrier - means an air carrier (other than Continental and its successors
and any Subsidiary thereof), the consolidated annual revenues of which for the
most recently completed fiscal year for which audited financial statements are
available are in excess of the Revenue Threshold as of the date of determination
(or the U.S. dollar equivalent thereof).

Major Loss - means an aviation-related accident or incident that results in the
combined policy insurance providers establishing a reserve in an amount greater
than the aggregate combined base premium amount for the year in which such
accident or incident occurs, net of contribution from or subrogation against any
third parties.




                                  Exhibit A-11
<PAGE>

Master Facility and Ground Handling Agreement - means that certain Master
Facility and Ground Handling Agreement, dated as of January 1, 2001, between
Continental and Contractor, in the form attached hereto as Exhibit C (or as
otherwise agreed or amended).

New Contractor Pilot - means any Person actively employed by Contractor as a
pilot whose employment began after January 1, 2002.

Original Capacity Purchase Agreement - means that certain Capacity Purchase
Agreement, dated as of January 1, 2001, among Continental, Holdings and XJT.

On-time Headstart Flight - means a Headstart Flight that departed at or before
the scheduled departure time.

Passenger-Related Terminal Facilities - is defined in the Master Facility and
Ground Handling Agreement.

Performance Period - means a fiscal quarter.

Person - means an individual, partnership, limited liability company,
corporation, joint stock company, trust, estate, joint venture, association or
unincorporated organization, or any other form of business or professional
entity.

Pilot Block Hours - means the product of scheduled block hours as set forth on
the Final Monthly Schedule, multiplied by two.

Pilot Flight Paid Hours - means the hours for which Contractor's pilots are paid
in connection with providing Regional Airline Services, excluding hours
associated with training.

Pilot New Hire Training Cycle - means the training required to be provided by
Contractor to qualify a newly-hired pilot to commence flying (whether as a first
officer or a captain) an aircraft on behalf of Contractor as recorded in such
pilot's training records pursuant to the requirements of the FAA.

Pilot Per Diem Hour - means each hour that a pilot accrues the right to receive
a per diem payment as a result of a Scheduled Flight, excluding any per diem
payments that are accrued as a result of pilot training.

Pilot Recurrent Flight Training Cycle - means the cycle of in-flight training
required to be provided by Contractor to an existing pilot to maintain such
pilot's qualifications to fly the aircraft type such pilot flies immediately
before such training as recorded in such pilot's records pursuant to the
requirements of the FAA.





                                  Exhibit A-12
<PAGE>

Pilot Recurrent Ground Training Cycle - means the cycle of on-the-ground
training required to be provided by Contractor to an existing pilot to maintain
such pilot's qualifications to fly the aircraft type such pilot flies
immediately before such training as recorded in such pilot's records pursuant to
the requirements of the FAA.

Pilot Transitional Training Cycle - means the training required to be provided
by Contractor to qualify an existing pilot to fly another type of aircraft as
recorded in such pilot's training records pursuant to the requirements of the
FAA.

Pilot Upgrade Training Cycle - means the training required to be provided by
Contractor to qualify a first officer as a captain in the aircraft type such
pilot flies immediately before such training as recorded in such pilot's
training records pursuant to the requirements of the FAA.

Prevailing Margin - means, for any Performance Period, the decimal fraction (in
any event not less than zero) equal to Contractor's earnings before interest,
taxes and extraordinary items derived from the Scheduled Flights (as determined
by the separate books maintained by Contractor for the Regional Airline Services
pursuant to Section 3.05(a)), divided by Contractor's aggregate revenues
allocable to Scheduled Flights, in each case as reflected on the books and
records of Contractor after giving effect to the provisions of Section 3.06(b),
except for any reconciliation pursuant to Paragraph B(9)(d) of Schedule 3, and
excluding Excluded Costs and Excluded Revenue.

Reasonable Operating Constraints - means the reasonable constraints on the
operation of Scheduled Flights imposed by the aircraft type, maintenance
requirements, crew training requirements, aircraft rotation requirements, and
route authorities, slots and other applicable regulatory restrictions on flight
schedules.

Reconciled Expenses - is defined in Paragraph B(9)(a) of Schedule 3.

Regional Airline Services - means the provisioning by Contractor to Continental
of Scheduled Flights using the Covered Aircraft in accordance with this
Agreement.

Replacement Aircraft - means an aircraft that is the same aircraft type, is
substantially the same age (or newer), has substantially the same passenger
configuration and is in substantially the same operating condition (or better)
as the aircraft that is being so replaced.

Revenue Onboard - means one revenue-generating passenger on one flight segment,
regardless of whether such flight segment is all or part of such passenger's
entire one-way flight itinerary.

Revenue Threshold - means five hundred million dollars ($500,000,000), as such
amount may be increased based on the amount by which, for any date of
determination, the most recently published Consumer Price Index for all-urban
consumers published by the Department of Labor (the "CPI") has increased to such
date above the CPI for calendar year 2000. For purposes hereof, the CPI for
calendar year 2000 is the monthly average of the CPI for the 12 months ending on
December 31, 2000.

Scheduled ASMs - means, for any period of calculation, the available seat miles
for all Scheduled Flights during such period of calculation.




                                  Exhibit A-13
<PAGE>

Scheduled Flight - means a flight by a Covered Aircraft as determined by
Continental pursuant to Section 2.01(b).

Second Block Hour Rate - is defined in Paragraph A(1) of Schedule 3.

Second Cancellation Number - is defined in Paragraph B(6)(b) of Schedule 3.

Second Cancellation Rate - means for any calendar month, the average percentage
(expressed as a decimal fraction) of Contractor's Scheduled Flights (or, for all
periods prior to the date hereof, scheduled flights) which constituted
Controllable Cancellations during such month in each of the last five full
calendar years for which such calculations are available as of such date of
calculation (but excluding from these calculations all data for September 2001
and for any month in which a Labor Strike shall have occurred); provided that in
no event shall the Second Cancellation Rate be above {CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}.

Second Forecast Rate - is defined in Paragraph B(2) of Schedule 3.

Second Implied Rate - is set forth for each aircraft type and month on Appendix
22a.

Second Incremental Cost Rate - is set forth for each aircraft type and month on
Appendix 12 to Schedule 3.

Second Weighted Average Number - is defined in Paragraph A(1) of Schedule 3.

Seventh Implied Rate - is set forth for each aircraft type and month on Appendix
22e.

Sixth Implied Rate - is set forth for each aircraft type and month on Appendix
22d.

Staffing Model - means the mathematical model used by Continental to predict the
number of ground handling employee man-hours necessary to provide ground
handling services for Scheduled Flights at Contractor Stations for a particular
calendar month.

Staffing Model Agent Paid Hours - means, for any calendar month, the product of
the base hours obtained from the Staffing Model for such month, multiplied by 1
plus the percentage amounts for sick time, overtime, holiday time, and vacation
time set forth in Appendix 21 for such month.

Subsidiary - means, as to any Person, (a) any corporation more than 50% of whose
stock of any class or classes having by the terms thereof ordinary voting power
to elect a majority of the directors of such corporation (irrespective of
whether or not at the time, any class or classes of such corporation shall have
or might have voting power by reason of the happening of any contingency) is at
the time owned by such Person directly or indirectly through Subsidiaries and
(b) any partnership, association, joint venture, limited liability company,
joint stock company or any other form of business or professional





                                  Exhibit A-14
<PAGE>

entity, in which such Person directly or indirectly through Subsidiaries has
more than 50% equity interest at any time.

System Flight Disruption - means the failure by Contractor to complete at least
90% of the aggregate Scheduled ASMs in any three consecutive calendar months, or
at least 75% of the aggregate Scheduled ASMs in any consecutive 45-day period,
in each case excluding the effect of Uncontrollable Cancellations and flight
cancellations caused solely by non-carrier specific airworthiness directives or
other non-carrier specific regulatory order; provided, that if the average
number of Block Hours flown per Covered Aircraft during such period is more than
the Trailing Utilization Rate, then the calculation for purposes of this
definition shall disregard that number of Scheduled ASMs for such period as is
necessary to reduce the average number of Block Hours flown per Covered Aircraft
during such period to such Trailing Utilization Rate; provided further, that a
System Flight Disruption shall be deemed to continue until the next occurrence
of a single calendar month in which Contractor completes at least 90% of the
aggregate Scheduled ASMs; and provided further, that completions and
cancellations of Scheduled Flights on any day during which a Labor Strike is
continuing shall not be taken into account in the foregoing calculations.

Term - means the Base Term and any Extension Terms as set forth in Sections 9.01
and 9.02, as earlier terminated pursuant to Section 9.03, and any Wind-Down
Period.

Termination Date - means the date of early termination of this Agreement, as
provided in a notice delivered from one party to the others pursuant to Section
9.03, or, if no such early termination shall have occurred and the Term shall
not have been further extended pursuant to Section 9.02, the date of the end of
the Base Term or the then-occurring Extension Term, as the case may be.

Third Block Hour Rate - is defined in Paragraph A(1) of Schedule 3.

Third Cancellation Number - is defined in Paragraph B(6)(c) of Schedule 3.

Third Implied Expenses - are set forth for each aircraft type and month on
Appendix 22a.

Third Incremental Cost Rate - is defined in Paragraph B(6)(c) of Schedule 3.

Trailing Utilization Rate - means, as of any date of determination, the average
number of Block Hours flown per Covered Aircraft for the last completed
Performance Period.

Turboprop Aircraft - means any of the aircraft identified as turboprop aircraft
on Schedule 1.

Uncontrollable Cancellation - means a cancellation of a Scheduled Flight that is
solely weather-related, air traffic control-related or described in Paragraph
B(6)(f) of Schedule 3, in each case as coded on Contractor's operations reports
in accordance with Continental's standard coding policies and consistent with
Contractor's past practices.





                                  Exhibit A-15
<PAGE>

Uncovered Aircraft - means aircraft owned, leased or operated by Contractor,
other than Covered Aircraft.

Uncovered Aircraft Sublease - means a sublease (or lease) substantially in the
form of Exhibit B (or as otherwise agreed or amended) between Continental and
Contractor pursuant to which Contractor subleases (or leases) an Uncovered
Aircraft from Continental for an increased lease rate (over the lease rate for a
Covered Aircraft) equal to amount calculated pursuant to Schedule 2.

Undelivered Covered Aircraft - means, as of any date of determination, the
Covered Aircraft that have not yet been delivered to Contractor.

Weighted Departure Number- is defined in Paragraph A(1) of Schedule 3.

Wind-Down Period - means the period after the Termination Date and until the
time when the last Covered Aircraft has become an Uncovered Aircraft or has been
returned to Continental (or its designee), as applicable.

Wind-Down Schedule - means the schedule, determined as provided in Article IX of
this Agreement, for Covered Aircraft to become Uncovered Aircraft or be returned
to Continental (or its designee), as applicable.

XJT - means XJT Holdings, Inc., a Delaware corporation (formerly ExpressJet
Airlines, Inc.), and its successor and permitted assigns.




                                  Exhibit A-16
<PAGE>



                                    EXHIBIT B
                            FORM OF AIRCRAFT SUBLEASE







                                   Exhibit B-1


<PAGE>

--------------------------------------------------------------------------------

                                     FORM OF

                             [AMENDED AND RESTATED]

                      AIRCRAFT SUBLEASE AGREEMENT (XJT-___)

                          DATED AS OF ___________, 20__

                                     BETWEEN

                           CONTINENTAL AIRLINES, INC.

                                                SUBLESSOR,


                                       AND

                            EXPRESSJET AIRLINES, INC.

                                                SUBLESSEE


--------------------------------------------------------------------------------


The right, title and interest of Sublessor in and to, among other things, this
Sublease Agreement has been assigned to and is subject to a security interest in
favor of [___________], a [___________], as Security Trustee, under the Aircraft
Security Agreement (XJT-___), dated as of [___________], for the benefit of the
holders of the Notes referred to in such Aircraft Security Agreement, all to the
extent provided in such Aircraft Security Agreement. This Sublease Agreement has
been executed in multiple counterparts; to the extent, if any, that this
Sublease Agreement constitutes chattel paper (as defined in the Uniform
Commercial Code as in effect in any applicable jurisdiction), no security
interest in Sublessor's right, title and interest in and to this Sublease
Agreement may be perfected through the delivery or possession of any counterpart
of this Sublease Agreement other than the counterpart of this Sublease Agreement
that contains the original receipt executed by [___________], as Security
Trustee.




                                  Exhibit B-2
<PAGE>





                                     FORM OF
                             [AMENDED AND RESTATED]
                      AIRCRAFT SUBLEASE AGREEMENT (XJT-___)

         This Amended and Restated Aircraft Sublease Agreement (XJT-___) dated
as of ______________, 200__ (the "Sublease") by and between CONTINENTAL
AIRLINES, INC., a Delaware corporation, as sublessor ("Sublessor"), and
EXPRESSJET AIRLINES, INC., a Delaware corporation, as sublessee ("Sublessee").

                                    RECITALS

         Sublessor leases the airframe, engines and related equipment described
in Exhibit A hereto pursuant to a lease agreement that is also described in
Exhibit A.

         [Include if subleased prior to 1/1/01: Sublessor and Sublessee entered
into a sublease agreement of such airframe, engines and equipment described on
Exhibit A (the "Original Sublease"). The parties desire to amend and restate the
original sublease agreement as set forth herein.]

         NOW THEREFORE, in consideration of the premises and the mutual promises
herein contained, the parties hereto agree as follows:

         1. Definitions. As used in this Sublease, the following terms shall
have the following definitions, and each such definition shall be equally
applicable to the singular and plural forms of such term:

                  "Aircraft" means the Airframe and the Engines.

                  "Airframe" means the airframe described on Exhibit A hereto.

                  "Basic Rent" means the rental amount payable at the times and
         in the amounts set forth in Schedule 1 hereto under the caption "Basic
         Rent" subject to adjustment as provided in the proviso to the first
         sentence of Section 3.

                  "Capacity Purchase Agreement" means that certain Capacity
         Purchase Agreement dated as of January 1, 2001, as amended, modified
         and supplemented from time, among Sublessor and Sublessee and certain
         affiliates of Sublessee, and any agreement between Sublessor and
         Sublessee that by its terms replaces such capacity purchase agreement.

                  "Covered Aircraft" has the meaning specified in the Capacity
         Purchase Agreement.

                  "Delivery Date" means [include if subleased prior to 1/1/01:
         the date of the Original Sublease] [include if subleased on or after
         1/1/01: _____________].





                                  Exhibit B-3
<PAGE>

                  "Engine" means any of the engines described on Exhibit A
         hereto or any engine substituted for any such engine by Sublessee
         hereunder but pursuant to the terms of the Head Lease as if Sublessee
         were "lessee" thereunder.

                  "Head Lease" means the lease agreement described on Exhibit A
         hereto as the same may be amended or modified from time to time.

                  "Head Lessor" means at any time, the entity then serving as
         the "Lessor" under the Head Lease.

                  "Operative Agreements" means all agreements or documents
         defined as "Operative Agreements" or "Operative Documents" in or as
         provided by the Head Lease, and all letter agreements pertaining
         thereto, and all other similar agreements or documents entered into in
         connection with and specifically relating to the Head Lease.

                  [Include if subleased prior to 1/1/01: "Original Sublease" has
         the meaning specified in the recitals to this Sublease.]

                  [Include if aircraft is BNDES-financed and subleased while
         Sublessee remains a Specified Affiliate of Sublessor: "Revised Basic
         Rent" the monthly rental amount payable at the times and in the amounts
         set forth in Schedule 1 hereto opposite the caption "Revised Basic
         Rent", subject to adjustment as provided in the proviso to the second
         sentence of Section 3.]

                  "Sublease" means this Sublease Agreement as the same may be
         amended or modified from time to time.

                  "Sublessee" means ExpressJet Airlines, Inc., a Delaware
         corporation, and its successors and assigns.

                  "Sublessor" means Continental Airlines, Inc., a Delaware
         corporation, and its successors and assigns.

                  "Supplemental Rent" means an amount equal to (i) all amounts
         payable under the Head Lease as "Supplemental Rent" thereunder, (ii)
         without duplication, all other amounts payable by the Sublessor under
         any other Operative Agreement and (iii) without duplication, all
         amounts payable by the Sublessee under this Sublease other than Basic
         Rent [Include if aircraft is BNDES-financed and subleased while
         Sublessee remains a Specified Affiliate of Sublessor: and Supplemental
         Rent].

                  "Uncovered Aircraft" means aircraft owned, leased or operated
         by Sublessee, other than Covered Aircraft.

All other capitalized terms used herein and not otherwise defined shall have the
meaning provided therefor in the Head Lease.

         2. Sublease. On the terms and subject to the conditions of this
Sublease, the Sublessor agrees to sublease the Aircraft to the Sublessee, and
the Sublessee agrees to sublease the Aircraft from the Sublessor, for a term
beginning on the Delivery Date and ending on the date on which the term of the
Head Lease terminates in accordance with its terms, whether as a






                                  Exhibit B-4
<PAGE>
 result of the expiration of the term thereof, or as a result of earlier
termination following the occurrence of a Lease Event of Default thereunder or
otherwise, unless this Sublease is terminated earlier pursuant to the Capacity
Purchase Agreement. If the Sublessor has the right, by exercise of a renewal or
similar option, to extend the term of the Head Lease, Sublessor shall, at the
request of the Sublessee, exercise any such right so as to extend the term of
this Sublease; provided that Sublessee may not request such an extension and
Sublessor shall have no obligation to exercise any such renewal or similar
option to extend the term of the Head Lease if, on or prior to the date on which
Sublessor would otherwise exercise such renewal or similar option, (A) an Event
of Default under Section 7 of this Sublease shall have occurred and be
continuing, (B) the Aircraft has become, or Sublessor has notified Sublessee
that the Aircraft is scheduled to become, an Uncovered Aircraft pursuant to the
terms of the Capacity Purchase Agreement, (C) Sublessor has notified Sublessee
that this Sublease will be terminated pursuant to the terms of the Capacity
Purchase Agreement, or (D) Sublessor and Sublessee shall not have agreed on the
amount of Basic Rent [Include if aircraft is BNDES-financed and subleased while
Sublessee remains a Specified Affiliate of Sublessor: or Revised Basic Rent, as
the case may be] applicable during such extension of the term. Notwithstanding
the foregoing, if the Sublessor is not entitled to possession of the Aircraft
under the Head Lease for any reason, the right of the Sublessee to possession of
the Aircraft under this Sublease shall likewise terminate and the Sublessee
shall immediately redeliver possession of the Aircraft to the Sublessor, or if
required under the Head Lease, to the Head Lessor. This Sublease shall be for
all purposes a sublease of the Aircraft, and not an assignment of the Head Lease
to the Sublessee.

         3. Rent. The Sublessee shall pay as rent under this Sublease Basic Rent
to Sublessor, which shall be paid at the times provided on Schedule 1, [Include
if aircraft is BNDES-financed and subleased while Sublessee remains a Specified
Affiliate of Sublessor: for so long as Sublessee shall be a Specified
Affiliate,] and Supplemental Rent to the person entitled thereto immediately
upon demand thereof, to the end that the Sublessee will pay directly to the
party entitled thereto any and all Supplemental Rent amounts payable by the
Sublessor; provided, that if the Aircraft shall become an Uncovered Aircraft
under the terms of the Capacity Purchase Agreement, then from and after the date
on which the Aircraft becomes an Uncovered Aircraft, the amount of Basic Rent
payable under this Sublease shall be recalculated by increasing the relevant
interest rate used in the original calculations of Basic Rent on the Delivery
Date by the number of basis points set forth in Schedule 2 hereto opposite the
caption "Uncovered Aircraft Basic Rent Adjustment". [Include if aircraft is
BNDES-financed and subleased while Sublessee remains a Specified Affiliate of
Sublessor: If Sublessee shall cease to be a Specified Affiliate, then Sublessee
shall pay as rent under this Sublease Revised Basic Rent, which shall be paid at
the times provided on Schedule 1; provided, that if the Aircraft shall become an
Uncovered Aircraft under the terms of the Capacity Purchase Agreement, then from
and after the date on which the Aircraft becomes an Uncovered Aircraft, the
amount of Revised Basic Rent payable under this Sublease shall be recalculated
by increasing the relevant interest rate used in the original calculations of
Revised Basic Rent by the number of basis points set forth in Schedule 2 hereto
opposite the caption "Uncovered Aircraft Basic Rent Adjustment".]

         4. Terms of the Sublease. Except as expressly provided in this
Sublease, the obligations of the Sublessee under this Sublease to the Sublessor
or in respect of the Aircraft shall be identical in all respects to the
obligations of the Sublessor as "Lessee" under the Head Lease to the Head Lessor
or in respect of the Aircraft. In furtherance thereof, except as set forth in
Section 5(c) below:

                  (a) The Sublessee shall take or cause to be taken any and all
         actions required of the "Lessee" under the Head Lease as if the
         Sublessee was Lessee thereunder, and

                  (b) The Sublessee will refrain from taking, and shall cause
         any other person to refrain from taking, any action which the "Lessee"
         under the Head Lease is prohibited from taking or is required to
         prohibit any party from taking, in each case as if the Sublessee was
         "Lessee" thereunder.




                                  Exhibit B-5
<PAGE>

The terms of the Head Lease are incorporated herein by reference in their
entirety with the same effect as if such terms were set out herein and, unless
the context in the Head Lease otherwise requires, as if the Sublessor were
"Lessor" and the Sublessee were "Lessee" thereunder, and Sublessee agrees to be
bound by the same as though the same were set forth herein in full. Without
intending to limit the scope of the foregoing provisions of this Section 4, the
Sublessee agrees (i) to maintain the aircraft (including the Airframe and
Engines) and cause the Aircraft to be registered as required by the Head Lease,
(ii) to operate and possess the Aircraft only as permitted by the Head Lease,
(iii) to provide inspection rights and the insurance required by the Head Lease,
which policies of insurance shall name, in addition to any parties required by
the Head Lease, Sublessor as an additional named insured and as an additional
recipient of all notices to be received by the Head Lessor with respect to any
such policies of insurance, (iv) to keep the Aircraft free of any and all Liens
as required by the Head Lease, (v) to return the Aircraft in the condition
required by the Head Lease, including any provisions relating to time or cycles
remaining on any time or cycle controlled parts, at the termination of this
Sublease, except as set forth in Section 5(c) below, and (vi) not to permit a
Lease Default or Lease Event of Default to occur under the Head Lease, and the
Sublessor shall have all of the rights of the "Lessor" under the Head Lease with
respect to enforcement of such rights. Notwithstanding any other provision
hereof, this Sublease and Sublessee's rights hereunder shall be subject and
subordinate to all the terms of the Head Lease, including, without limitation,
the Lessor's (or, acting as Lessor's assignee under the Security Agreement,
Security Trustee's) right to repossession under Section 15 of the Head Lease and
the Lessor's (or, acting as Lessor's assignee under the Security Agreement, the
Security Trustee's) rights to avoid this Sublease for any reason upon the
occurrence and during the continuance of a Lease Event of Default under the Head
Lease. Sublessee shall not be permitted to take any action hereunder not
permitted to be taken by Sublessor under the Head Lease. Sublessee agrees to
execute such further documents confirming such subordination of this Sublease as
may be reasonably requested by Sublessor. In addition, the Sublessee agrees to
perform all other obligations of the Sublessor under the Operative Agreements,
except for those obligations of the Sublessor thereunder that are not capable of
being performed or satisfied by the Sublessee, including without limitation
those obligations that pertain to the maintenance of the Sublessor's status as a
corporation and as a certificated United States air carrier, the Sublessor's
qualification as a foreign corporation in good standing, financial reporting
obligations that depend for their fulfillment the provision of information
pertaining to the Sublessor and similar obligations. Sublessee acknowledges
receipt of an executed copy of the Head Lease and the Operative Agreements (as
in effect on the date of this Sublease).

         5. Delivery Acceptance and Return.

                  (a) Sublessor hereby delivers and Sublessee hereby accepts
         delivery of the Aircraft and the Aircraft is hereby subject to the
         terms and conditions of this Sublease.

                  (b) At the termination of this Sublease, the Aircraft shall be
         delivered in the condition required by the Head Lease, except as set
         forth below in clause (c) to this Section 5, at a location designated
         by Sublessor.

                  (c) Notwithstanding the provisions of clause (v) of the fourth
         sentence of the last paragraph of Section 4 and the preceding clause
         (b) of this Section 5, if this






                                  Exhibit B-6
<PAGE>

         Sublease is terminated prior to its then current scheduled expiration
         date pursuant to the Capacity Purchase Agreement for any reason other
         than the exercise of remedies by Sublessor under Section 8 of this
         Sublease, the return conditions applicable to the Aircraft upon return
         shall be as provided in Annex A to this Sublease. For the avoidance of
         doubt, if (I) this Sublease is not terminated prior to its then current
         scheduled expiration date pursuant to the Capacity Purchase Agreement,
         or (II) this Sublease is terminated pursuant to the exercise of
         remedies by Sublessor under Section 8 of this Sublease, or (III)
         Sublessee retains the Aircraft as an Uncovered Aircraft in accordance
         with the terms of the Capacity Purchase Agreement, then in any such
         case, at the time when the Aircraft is required hereunder to be
         returned, Sublessee shall be required to meet the return conditions
         applicable to the Aircraft under clause (v) of the fourth sentence of
         the last paragraph of Section 4, including those conditions and
         financial adjustments relating to time or cycles remaining between
         maintenance events or to any time- or cycle-controlled part.


         6. NO REPRESENTATIONS OR WARRANTIES AS TO CONDITION BY SUBLESSOR.
SUBLESSEE ACKNOWLEDGES THAT THE AIRCRAFT HAS BEEN SELECTED FOR USE BY IT, THAT
IT HAS HAD AMPLE OPPORTUNITY TO INSPECT, AND IN FACT HAS INSPECTED, THE AIRCRAFT
AND THAT IT TAKES THE AIRCRAFT "AS IS". SUBLESSEE FURTHER ACKNOWLEDGES THAT
SUBLESSOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR
IMPLIED, AS TO THE AIRWORTHINESS, VALUE, CONDITION, DESIGN, OPERATION OR FITNESS
FOR ANY USE OR PURPOSE OF THE AIRCRAFT.

         7. Defaults. The following events shall constitute Events of Default
hereunder:

                  (a) The Sublessee shall fail to make any payment of Basic
         Rent, Renewal Rent, Stipulated Loss Value or Termination Value within
         three (3) Business Days after the same shall have become due; or the
         Sublessee shall fail to pay any Supplemental Rent (other than
         Stipulated Loss Value or Termination Value) when due and such failure
         shall continue for a period in excess of five (5) Business Days from
         and after the date of any written notice to Sublessee from Sublessor.

                  (b) The Sublessee shall fail to perform or observe any
         covenant or agreement of the "Lessee" under the Head Lease as if the
         Sublessee were "Lessee" and the Sublessor were "Lessor" thereunder (all
         of which covenants and agreements are incorporated herein by reference
         pursuant to Section 4 hereof) and any applicable grace period contained
         in the Head Lease shall have expired.

                  (c) Any other "Lease Event of Default" shall occur under the
         Head Lease as if the Sublessee were "Lessee" and the Sublessor were
         "Lessor" thereunder.

                  (d) The Sublessee shall fail to perform or observe any
         covenant or agreement of Sublessee under this Sublease or any
         representation or warranty of the Sublessee contained in this Sublease
         shall be false or misleading in any material respect and shall remain
         uncured for a period in excess of 15 days from and after the date of
         written notice thereof from Sublessor to Sublessee.




                                  Exhibit B-7
<PAGE>

         8. Remedies. Upon the occurrence of an Event of Default under this
Sublease, Sublessor shall have the rights and remedies with respect to the
Sublessee and this Sublease enjoyed by the Head Lessor under the Head Lease as
if the Sublessor were "Lessor" and the Sublessee were "Lessee" thereunder, and
the remedies provisions of the Head Lease are incorporated herein by reference
and made a part hereof.

         9. Entire Agreement, Waivers and Amendments. This Sublease constitutes
the entire understanding of the parties hereto with respect to the subject
matter hereof, superseding all prior discussions and agreements, written or
oral; provided that, except for the obligations of the Sublessee pursuant to
Section 4 above (which are not subordinate in any respect), the rights of the
Sublessee under this Sublease are subject in all respects to the provisions of
the Capacity Purchase Agreement. This Sublease may not be amended, nor may any
of its provisions be waived, except by writing signed by both parties. No delay
on the part of any party hereto in exercising any right, power or privilege
hereunder shall operate as a waiver hereof, nor shall any waiver operate as a
continuing waiver of any right, power or privilege.

         10. Notices. All notices given hereunder shall be in writing delivered
by hand, certified mail, or telecopy to the parties hereto at the following
addresses:

<Table>
<S>                <C>                                                           <C>
If to Sublessor:

                   Continental Airlines, Inc.                                    Telephone No.: 713-324-2544
                   1600 Smith Street, Dept. HQSFN                                Telecopier No.: 713-324-2447
                   Houston, Texas 77002
                   Attention:  Senior Vice President-Finance & Treasurer

If to Sublessee:

                   ExpressJet Airlines, Inc.                                     Telephone No.: 713-324-3958
                   1600 Smith Street, Dept. HQSCE                                Telecopier No.: 713-324-4420
                   Houston, Texas 77002
                   Attention:  Chief Financial Officer
</Table>

         11. Successors and Assigns. Neither party may assign its rights or
delegate its duties under this Sublease without the prior written consent of the
other party, or in a manner inconsistent with the Head Lease.

         12. Severability. Any provision of this Sublease which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provision hereof, and any prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

         13. Headings. The headings in this Sublease are for convenience of
reference only and shall not define or limit any of the terms or provisions
hereof.




                                  Exhibit B-8
<PAGE>

         14. Counterparts. This Sublease may be executed in counterparts, all of
which taken together shall constitute one agreement.

         15. Governing Law. This Sublease shall be governed by and construed in
accordance with the laws of the State of New York.



                       [Remainder of this page is blank.]




                                  Exhibit B-9
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have cause this Sublease to be
executed as of the date first above written.

CONTINENTAL AIRLINES, INC.                EXPRESSJET AIRLINES, INC.


By:                                       By:
   ----------------------------------        ----------------------------------
     Vice President                            Vice President





                                  Exhibit B-10
<PAGE>





         IN WITNESS WHEREOF, the parties hereto have cause this Sublease to be
executed as of the date first above written.

CONTINENTAL AIRLINES, INC.                EXPRESSJET AIRLINES, INC.


By:                                       By:
   ----------------------------------        ----------------------------------
     Vice President                            Vice President





         Receipt of this original counterpart of the foregoing Sublease is
hereby acknowledged on this ____ day of _________, 20__.

                                                     -------------------------
                                                        as Security Trustee


                                          By
                                            -----------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------



                                  Exhibit B-11
<PAGE>

                                    EXHIBIT A

                                      LEASE

Lease Agreement (XJT-___), dated as of _______, 20__, between
___________________, not in its individual capacity except as expressly provided
but solely as Owner Trustee, as lessor, and Continental Airlines, Inc., as
lessee, as supplemented by Supplement No. 1 thereto, dated as of _______, 20___,
[and amended by Amendment No. ___ thereto among ___________________, not in its
individual capacity but solely as Owner Trustee, as lessor, Continental
Airlines, Inc., as lessee, and ExpressJet Airlines, Inc., as sublessee, dated as
of _______, 20__,] which were recorded as a single instrument with the FAA on
_______, 20__, as conveyance no. ______.

                                    SUBLEASE

Sublease Agreement (XJT-___), dated as of _______, 20__ between Continental
Airlines, Inc., as sublessor, and ExpressJet Airlines, Inc., as sublessee, which
was recorded with the FAA on _______, 20__, as conveyance no._____

                                    AIRCRAFT


Airframe                           Embraer Model EMB-_____
                                   U.S. Registration No.:  ______
                                   Manufacturer's Serial No.:  _____

Engines:                           Two Allison Model AE3007A Engines
                                   bearing Engine Manufacturer's Serial
                                   Nos: ______ and ______

Each of the above engines has take-off horsepower of 750 or more of the
equivalent of such horsepower.




                                  Exhibit B-12
<PAGE>


                                                                         Annex A
                                        To Aircraft Sublease Agreement (XJT-___)

                          Alternative Return Conditions



If this Sublease is terminated prior to its then current scheduled expiration
date pursuant to the Capacity Purchase Agreement for any reason other than the
exercise of remedies by Sublessor under Section 8 of this Sublease, then unless
Sublessee retains the Aircraft as an Uncovered Aircraft in accordance with the
terms of the Capacity Purchase Agreement, at the return of the Aircraft by
Sublessee to Sublessor (or its designee), Sublessee shall not be required to
meet the return conditions applicable to the Aircraft relating to time or cycles
remaining between maintenance events or to any time- or cycle-controlled part
under clause (v) of the fourth sentence of Section 4 of this Sublease; provided
that Sublessee shall remain obligated to comply with all other provisions of
this Sublease applicable at the time, including without limitation provisions
generally applicable to the maintenance, airworthiness, repair and general
operating condition and cleanliness of the Aircraft; and provided further, that
the general condition of the Aircraft shall not have materially changed relative
to the condition of Sublessee's fleet of the same aircraft type since the
Sublessor delivered the notice of withdrawal or termination (as the case may be)
to Sublessee pursuant to the Capacity Purchase Agreement, and the Aircraft shall
not have been discriminated against or operated, maintained or otherwise treated
differently (including with respect to the removal of any part for convenience
or without cause) than other Covered Aircraft.






                                  Exhibit B-13
<PAGE>

                                                                      Schedule 1
                                        To Aircraft Sublease Agreement (XJT-___)


Basic Rent:       Basic Rent shall be payable during the Term in [arrears]
                  [advance] in the amounts and on the dates set forth below;
                  provided that if such day for a particular payment of Basic
                  Rent is not a "Business Day" (as defined below), then payment
                  of Basic Rent shall be due on the next Business Day. "Business
                  Day" for purposes of this provision means any day other than a
                  Saturday, Sunday or any other day on which commercial banks
                  are authorized or required by law to close in New York, New
                  York or Houston, Texas.


              [For non-BNDES-financed aircraft, insert amount of
               monthly Basic Rent payments, and monthly due date]


              [For BNDES-financed aircraft, insert the following:
   Basic Rent in the amounts and on the dates required under the Head Lease]


              [Insert the following for BNDES-financed aircraft:


Revised Basic Rent:       Revised Basic Rent shall be payable during the Term in
                          [arrears] [advance] in the amounts and on the dates
                          set forth below; provided that if such day for a
                          particular payment of Revised Basic Rent is not a
                          "Business Day" (as defined below), then payment of
                          Basic Rent shall be due on the next Business Day.
                          "Business Day" for purposes of this provision means
                          any day other than a Saturday, Sunday or any other day
                          on which commercial banks are authorized or required
                          by law to close in New York, New York or Houston,
                          Texas.


  [Insert amount of monthly Revised Basic Rent payments, and monthly due date]













                                                                      Schedule 2
                                        To Aircraft Sublease Agreement (XJT-___)

Uncovered Aircraft
Basic Rent Adjustment


<PAGE>



                                    EXHIBIT C
                  MASTER FACILITY AND GROUND HANDLING AGREEMENT











                                   Exhibit C-1


<PAGE>
                  MASTER FACILITY AND GROUND HANDLING AGREEMENT


         This Master Facility and Ground Handling Agreement (this "Agreement"),
dated as of January 1, 2001, is among Continental Airlines, Inc., a Delaware
corporation ("Continental"), ExpressJet Holdings, Inc., a Delaware corporation
("Holdings"), and ExpressJet Airlines, Inc., a Delaware corporation
("ExpressJet" and, collectively with Holdings, "Contractor").

         WHEREAS, Continental and Contractor are entering into a Capacity
Purchase Agreement contemporaneously with the execution of this Agreement (the
"Capacity Purchase Agreement");

         WHEREAS, Continental and Contractor desire to establish the terms by
which both Continental and Contractor will use and share airport facilities in
furtherance of the Capacity Purchase Agreement, to include, without limitation,
the mutual or coordinated use of airport facilities at any airport in or out of
which Continental operates any flight or Contractor operates any Scheduled
Flight; and

         WHEREAS, Continental and Contractor desire to establish the terms by
which each of them will provide certain ground handling services for the other
at certain airports in furtherance of the Capacity Purchase Agreement;

         NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements herein contained, Continental and Contractor agree as follows:

         Section 1. Defined Terms. Capitalized terms used in this Agreement
(including, unless otherwise defined therein, in the Exhibits, Schedules and
Annexes to this Agreement) and not otherwise defined herein shall have the
respective meanings ascribed to such terms in the Capacity Purchase Agreement.
The following terms shall have the meanings set forth below:

         "Airport Facilities" shall mean all Terminal Facilities and
Non-Terminal Facilities.

         "Airport Authority" shall mean any municipal, county, state or federal
governmental authority, or any private authority, owning or operating any
Applicable Airport with authority to lease, convey or otherwise grant rights to
use any Airport Facilities.

         "Applicable Airport" shall mean any Continental Airport or Contractor
Airport.

         "CLE Primary Hangar" shall mean the aircraft maintenance hangar located
at 19200 Primary Road, Cleveland, Ohio, 44135.

         "Continental Airport" shall mean any airport at which Continental
provides or arranges for the provision of ground handling services pursuant to
the Continental Ground Handling Agreement.



                                      -1-
<PAGE>

         "Continental Ground Handling Agreement" shall mean that certain IATA
Standard Ground Handling Agreement (April 1993 version) between Continental and
Contractor, together with Annex A thereto (Ground Handling Services, April 1993
version), and Annex B thereto substantially in the form of Exhibit C hereto (or
as otherwise agreed) providing for the provision by or on behalf of Continental
to Contractor of ground handling services at the airports specified therein.

         "Contractor Airport" shall mean any airport at which Contractor
provides or arranges for the provision of ground handling services pursuant to
the Contractor Ground Handling Agreement, and any other airport into or out of
which Contractor operates any Scheduled Flight and which is not a Continental
Airport.

         "Contractor Facilities" shall mean the Contractor Terminal Facilities
and the Contractor Non-Terminal Facilities.

         "Contractor Ground Handling Agreement" shall mean that certain IATA
Standard Ground Handling Agreement (April 1993 version) between Contractor and
Continental, together with Annex A thereto (Ground Handling Services, April 1993
version), and Annex B thereto substantially in the form of Exhibit D hereto (or
as otherwise agreed) providing for the provision by or on behalf of Contractor
to Continental and, at Continental's request from time to time, its codeshare
partners, of ground handling services at the airports specified therein.

         "Contractor Non-Terminal Facility" shall mean any Non-Terminal Facility
to the extent owned, leased, subleased or otherwise retained or used by
Contractor as of the date hereof, and any Non-Terminal Facility to the extent
owned, leased, subleased or otherwise retained or used by Contractor pursuant to
Section 2 after the date hereof for the provision of Contractor Services.

         "Contractor Services" shall mean Regional Airline Services as
contemplated by the Capacity Purchase Agreement and the ground handling services
contemplated by the Contractor Ground Handling Agreement.

         "Contractor Terminal Facility" shall mean any Terminal Facility to the
extent owned, leased, subleased or otherwise retained or used by Contractor as
of the date hereof, and any Terminal Facility to the extent owned, leased,
subleased or otherwise retained or used by Contractor pursuant to Section 2
after the date hereof for the provision of Contractor Services.

         "IAH Express Training Center" shall mean the training center located at
17445 JFK Boulevard, Houston, Texas, 77032.


         "Incremental Facilities" shall mean all Airport Facilities used by
Contractor for the provision of Contractor Services, but only to the extent that
such facilities are incremental to the facilities required by Continental, it
being understood that facilities used by Continental for scheduled flights
(including seasonally-scheduled flights and scheduled charter service) shall be
deemed not to be incremental to Continental's requirements, notwithstanding the
availability of alternative facilities for Continental's use.




                                      -2-
<PAGE>

         "Non-Terminal Facilities" shall mean all maintenance, training, office
and other facilities and spaces leased, subleased or otherwise retained or used
by a party at an Applicable Airport or adjacent thereto that are not Terminal
Facilities.

         "Passenger-Related Terminal Facilities" shall mean all
passenger-related terminal facilities and spaces leased, subleased or otherwise
retained or used by a party at an Applicable Airport, including without
limitation all passenger lounges, passenger holding areas, aircraft parking
positions (which may or may not be adjacent to a passenger holding area) and
associated ramp spaces, gates (including loading bridges and associated ground
equipment parking areas), ticketing counters and curbside check-in facilities.

         "Terminal Facilities" shall mean (i) all Passenger-Related Terminal
Facilities and (ii) all other terminal facilities and spaces leased, subleased
or otherwise retained or used by a party at an Applicable Airport, including
without limitation all baggage makeup areas, inbound baggage areas, crew rooms,
in-terminal office spaces, associated employee parking areas and other terminal
facilities.

         "Transfer" shall mean any lease, sublease, assignment, disposition or
other transfer.

         Section 2. Lease, Use and Modification of Airport Facilities.

                  (a) Continental and Contractor agree that the use by
         Contractor of all Airport Facilities at all Applicable Airports for the
         provision of Contractor Services shall be at the direction of
         Continental. In furtherance of this Section 2(a), from time to time at
         the request and direction of Continental and subject to Section 2(b)
         and Section 2(c), and subject to the provisions of Sections 6(c) and
         6(f) relating to Transfers in connection with certain terminations,
         Contractor shall:

                           (i) use its commercially reasonable efforts to enter
                  into a lease, sublease or other appropriate agreement with any
                  Airport Authority at any Applicable Airport for the lease,
                  sublease or use of any Airport Facilities used or to be used
                  in connection with the provision of Contractor Services;

                           (ii) use its commercially reasonable efforts to
                  amend, modify or terminate any agreement with any Airport
                  Authority at any Applicable Airport for the lease, sublease or
                  use of any Contractor Facilities;

                           (iii) use its commercially reasonable efforts to
                  obtain the consent of any relevant Airport Authority at any
                  Applicable Airport for the Transfer to Continental or its
                  designee of any lease, sublease or other agreement in respect
                  of any Contractor Facilities, or for the right of Continental
                  or its designee to use any Contractor Facilities;

                           (iv) enter into a sublease substantially in the form
                  of Exhibit A hereto (or as otherwise agreed) for the sublease
                  to Continental or its designee of Contractor's interest in any
                  Contractor Facility;



                                      -3-
<PAGE>

                           (v) enter into an assignment substantially in the
                  form of Exhibit B hereto (or as otherwise agreed) for the
                  assignment to Continental or its designee of Contractor's
                  interest in any Contractor Facility;

                           (vi) enter into a sublease substantially in the form
                  of Exhibit A hereto (or as otherwise agreed) for the sublease
                  to Contractor of Continental's interest in any Airport
                  Facility at any Applicable Airport used or to be used in
                  connection with the provision of Contractor Services;

                           (vii) enter into an assignment substantially in the
                  form of Exhibit B hereto (or as otherwise agreed) for the
                  assignment to Contractor of Continental's interest in any
                  Airport Facility at any Applicable Airport used or to be used
                  in connection with the provision of Contractor Services; and

                           (viii) take any other action reasonably requested by
                  Continental in furtherance of this Section 2(a).

                  (b) The assignments and subleases to be entered into pursuant
         to Section 2(a) shall be subject to the rights of the Applicable
         Airports in such Airport Facilities and to the receipt of all necessary
         consents from Airport Authorities and other third parties to such
         sublease or assignment.

                  (c) Notwithstanding any other provision of this Section 2, but
         without limiting any other provision hereof, including without
         limitation Section 7 hereof, Contractor shall not be required to
         sublease or assign to Continental or its designee any interest of
         Contractor in any Contractor Non-Terminal Facility; provided that the
         provisions of this Section 2(c) shall not apply at any time from and
         after any Termination Date occurring pursuant to Continental's
         termination of the Capacity Purchase Agreement pursuant to Section
         9.03(b) or 9.03(c) thereof.

                  (d) Each of Contractor and Continental shall pay for all
         landing fees for its flights at all Applicable Airports, and to the
         extent that the other party is obligated to make such payments under
         any applicable lease or other agreement, the first party hereby
         indemnifies and agrees to hold harmless the other party for all such
         amounts.

                  (e) Contractor shall perform in a timely manner all
         obligations under all leases, subleases and other agreements to which
         Contractor is or becomes a party for the use of Contractor Facilities,
         including without limitation making in a timely manner all payments of
         rent and other amounts due under such agreement, and shall use
         commercially reasonable efforts to keep such agreements in effect (or
         to promptly renew or extend such agreements on substantially similar
         terms as directed by Continental); provided that Continental shall
         indemnify Contractor for any amounts owed to any Airport Authority or
         other third party under any such agreement as a direct result of any
         breach by Continental of such agreement.



                                      -4-
<PAGE>

                  (f) Contractor shall obtain the written consent of Continental
         prior to entering into any lease or other agreement for the use or
         modification of, or otherwise relating to, any Contractor Terminal
         Facilities (or other airport facilities which would become Contractor
         Terminal Facilities), or amending or modifying in any manner any such
         agreement, or consenting to any of the same. Subject to the provisions
         of Section 5(e), Contractor may enter into an agreement for the use or
         modification of, or otherwise relating to, any Contractor Non-Terminal
         Facility that is not leased or subleased from Continental without the
         consent of Continental; provided that such agreement permits (or does
         not prohibit) Continental's right of first refusal (or the exercise
         thereof) pursuant to Section 7. Contractor may not enter into an
         agreement for the use or modification of, or otherwise relating to, any
         Contractor Non-Terminal Facility that is leased or subleased from
         Continental without the consent of Continental, which consent shall not
         be unreasonably withheld; provided that it shall be reasonable for
         Continental to withhold any such consent until any required Airport
         Authority's consent is obtained or if such agreement would prohibit
         Continental's right of first refusal pursuant to Section 7.


                  (g) If Contractor shall make any payment pursuant to Section
         2(e), which payment is in whole or in part in respect of facilities
         other than Incremental Facilities, then Continental shall promptly
         reimburse Contractor for the portion of such payment in respect of
         facilities other than Incremental Facilities; provided that there shall
         be no duplication of payment if, for example, Continental is a
         sublessee of Contractor with respect to some or all of these
         facilities; provided, further, that any payment made by Contractor to
         an Airport Authority in respect of shared or common facilities for
         which charges are made based on the number of passengers on Scheduled
         Flights shall be deemed to be a payment in respect of Incremental
         Facilities (notwithstanding any use of such facilities by Continental).
         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 Incremental Facilities, then
         Contractor shall promptly reimburse Continental for the portion of such
         payment in respect of Incremental Facilities; provided that there shall
         be no duplication of payment if, for example, Contractor is a sublessee
         of Continental with respect to some or all of these facilities.


                  (h) Contractor shall give Continental at least 30 days' prior
         written notice before ceasing to use any Airport Facilities for the
         provision of Contractor Services, provided that no such notice shall be
         required with respect to Terminal Facilities at locations where such
         use is ceasing because Continental has informed Contractor that no
         Scheduled Flights will be scheduled in or out of such location.

         Section 3. Exclusivity. Each Contractor Terminal Facility constituting
a Passenger-Related Terminal Facility used for the provision of Regional Airline
Services shall be used by Contractor exclusively for the provision of Contractor
Services, and may not be used by Contractor in connection with any other
flights, including any flights using an Uncovered Aircraft, or for any other
purpose; provided that the foregoing limitation shall not apply to:

         (i) baggage claim and other similar facilities that are leased or
otherwise made available to all air carriers at such airport on a common-use or
joint-use basis; or

         (ii) to any facilities that are properly required by an Airport
Authority to be made available for use by others in accordance with any
applicable agreement that is in place as of the date hereof or has been approved
by Continental under Section 2(f).



                                      -5-
<PAGE>

Subject to the provisions of Article IX of the Capacity Purchase Agreement, each
Contractor Terminal Facility that is not a Passenger-Related Terminal Facility
used for the provision of Regional Airline Services, and each Contractor
Non-Terminal Facility may be used by Contractor in connection with other
flights, including flights using Uncovered Aircraft, or for other purposes;
provided that, for so long as the number of Scheduled Flights in a calendar
month represent at least 50% of the aggregate number of Contractor's scheduled
flights of Covered and Uncovered Aircraft in such month, Contractor shall use
such facilities for the provision of Regional Airline Services in priority to
any other use of Contractor, and any other use of such facilities by Contractor
shall be subordinate to Contractor's use for the provision of Regional Airline
Services.

         Section 4. Ground Handling.

                  (a) Each of Continental and Contractor shall enter into the
         Continental Ground Handling Agreement. Notwithstanding the identity of
         the lessee, sublessor or sublessee under any lease or other agreement
         relating to any Airport Facilities, Continental shall use commercially
         reasonable efforts to provide Contractor with access to all Terminal
         Facilities at each Continental Airport, and at any Contractor Airport
         where Continental is the lessee or sublessee, in each case as
         reasonably necessary for the provision of Regional Airline Services. In
         connection with Continental granting to Contractor access to any
         Airport Facilities leased by Continental pursuant to this Section 4(a),
         Contractor covenants and agrees, for the benefit of Continental and its
         lessor, that Contractor shall not, by its use and occupancy of such
         facilities, violate any of the provisions of such lease or other
         agreements relating thereto which have been made available to
         Contractor, and that it shall not knowingly permit any breach of any of
         the obligations of Continental under such agreements, and Contractor
         further agrees to release and indemnify Continental in respect of such
         facilities to the same extent as provided in Section 11 of the Form of
         Sublease Agreement attached hereto as Exhibit A (which provisions are
         hereby incorporated by reference), as if a sublease in respect of such
         facilities had been entered into by Continental and Contractor.

                  (b) Each of Continental and Contractor shall enter into the
         Contractor Ground Handling Agreement. Notwithstanding the identity of
         the lessee, sublessor or sublessee under any lease or other agreement
         relating to any Airport Facilities, Contractor shall use commercially
         reasonable efforts to provide Continental or its designee with access
         to all Terminal Facilities at each Contractor Airport, and at any
         Continental Airport where Contractor is the lessee or sublessee, in
         each case as reasonably necessary for Continental's or such designee's
         operations for which Contractor is providing ground handling services
         pursuant to the Contractor Ground Handling Agreement. In connection
         with Contractor granting to Continental access to any Airport
         Facilities leased by Contractor pursuant to this Section 4(b),
         Continental covenants and agrees, for the benefit of Contractor and its
         lessor, that Continental shall not, by its use and occupancy of such
         facilities, violate any of the provisions of such lease or other
         agreements relating thereto which have been made available to
         Contractor, and that it shall not knowingly permit any breach of any of
         the obligations of Contractor under such agreements, and Continental



                                      -6-
<PAGE>

         further agrees to release and indemnify Contractor in respect of such
         facilities to the same extent as provided in Section 11 of the Form of
         Sublease Agreement attached hereto as Exhibit A (which provisions are
         hereby incorporated by reference), as if a sublease in respect of such
         facilities had been entered into by Contractor and Continental.

         Section 5. Capital Costs and Modification Designs.

                  (a) Contractor Funded. Contractor shall fund all capital
         expenditures required to be made by Continental or Contractor under any
         lease or other appropriate agreement to which either of them is a
         party:

                           (i) in connection with any Terminal Facility used for
                  the provision of Contractor Services at any Contractor
                  Airport; provided, that Contractor shall not be required to
                  fund any expenditures that are subject to the provisions of
                  Section 5(b)(i);

                           (ii) in connection with any non-passenger-related
                  Terminal Facility (including crew rooms, break rooms and
                  office space) used exclusively or dedicated exclusively to
                  Contractor at any Continental Airport;

                           (iii) in connection with any Non-Terminal Facility
                  used for the provision of Contractor Services, which
                  Non-Terminal Facility is not also regularly used by
                  Continental, and regardless of whether such Non-Terminal
                  Facility is located at a Continental Airport or a Contractor
                  Airport;

                           (iv) in respect of ground handling equipment of the
                  type described in Paragraph 1.1.3 of the Continental Ground
                  Handling Agreement as being supplied by the Carrier (as
                  defined therein); and

                           (v) in respect of any Airport Facility used for the
                  provision of Contractor Services at any Contractor Airport not
                  described in clauses (i) through (iv) above and not described
                  in Section 5(b) below;

         provided, however, that Contractor shall not make any capital
         expenditures pursuant to the foregoing clauses (i) and (iii) without
         the express written consent of Continental, which consent shall not be
         unreasonably withheld if such capital expenditures are required by an
         applicable Airport Authority or under the terms of an applicable lease
         or other applicable agreement in effect as of the date hereof or to
         which Continental shall have consented pursuant to Section 2(f); and
         provided, further, that Contractor shall not be required to make any
         capital expenditures in respect of ground handling equipment of the
         type described in Paragraph 1.1.3 of the Contractor Ground Handling
         Agreement as being supplied by the Carrier (as defined therein).

                  (b) Continental Funded. Continental shall fund all capital
         expenditures required to be made by Continental or Contractor under any
         lease or other appropriate agreement to which either of them is a
         party:



                                      -7-
<PAGE>

                           (i) in respect of any Terminal Facility used for the
                  provision of Contractor Services as required in connection
                  with a change to the Continental Marks or the other
                  Identification, except for such capital expenditures made as a
                  part of Contractor's customary refurbishment expenditures;


                           (ii) in respect of any Terminal Facility used for the
                  provision of Contractor Services at any Continental Airport;
                  provided, that Continental shall not be required to fund any
                  expenditures that are subject to the provisions of Section
                  5(a)(ii);


                           (iii) in connection with any Non-Terminal Facility
                  regularly used by Continental, regardless of whether such
                  Non-Terminal Facility is also used by Contractor for the
                  provision of Contractor Services or whether such Non-Terminal
                  Facility is located at a Continental Airport or a Contractor
                  Airport;

                           (iv) in respect of ground handling equipment of the
                  type described in Paragraph 1.1.3 of the Contractor Ground
                  Handling Agreement as being supplied by the Carrier (as
                  defined therein); and

                           (v) in respect of any Airport Facility used for the
                  provision of Contractor Services at any Continental Airport
                  not described in clauses (i) through (iv) above and not
                  described in Section 5(a) above;

         provided, however, that Continental shall not be required to make any
         capital expenditures in respect of ground handling equipment of the
         type described in Paragraph 1.1.3 of the Continental Ground Handling
         Agreement as being supplied by the Carrier (as defined therein).


                  (c) Airport Conversion. If during the Term a Contractor
         Airport becomes a Continental Airport, then Continental shall purchase
         from Contractor at their book value at such time (as reflected on
         Contractor's books) all fixtures and other unremovable capitalized
         items that either (i) have been paid for by Contractor pursuant to
         clauses (i) or (iii) of Section 5(a) and consented to by Continental
         pursuant to the proviso to Section 5(a), or (ii) are reflected on
         Contractor's books as of the date of this Agreement; and provided that
         any payment under this Section 5(c) shall not be in duplication of any
         payment made under Section 6. If a Continental Airport becomes a
         Contractor Airport, then Contractor shall have no obligation to
         Continental in respect of expenditures made pursuant to Section 5(b).


                  (d) Reimbursements. Any reimbursement (whether or not made in
         the form of a rental credit) by any Airport Authority of any capital
         expenditures made by Contractor or Continental and referenced in this
         Section 5 shall be remitted to the party (Contractor or Continental)
         that funded such capital expenditures, except that any such
         reimbursement in respect of fixtures or other capitalized items
         purchased by Continental pursuant to Section 5(c) shall be remitted to
         Continental, and provided that any such



                                      -8-
<PAGE>

         reimbursement to Contractor shall be applied, for all purposes relating
         to the Capacity Purchase Agreement, as a reduction of book value of the
         asset or assets in respect of which such capital expenditure was made.

                  (e) Modification Designs. The designs (including the design
         and construction specifications and scope of work) for any modification
         of Contractor Facilities, including without limitation all
         modifications funded by capital expenditures pursuant to Section 5, or
         any Contractor Non-Terminal Facility that is at or adjacent to an
         Existing Hub Airport, shall be generated by Continental and shall be
         consistent with the Continental Marks and other Identification. The
         contractors hired to make such modifications shall be selected by
         Continental. All such modifications, including without limitation all
         modifications funded by capital expenditures pursuant to Section 5,
         shall be consistent with the requirements of the applicable leases or
         other relevant agreements in respect of such Airport Facilities.

         Section 6. Transfer of Terminal Facilities.

                  (a) Except as otherwise provided in Section 2(a), Section 5(c)
         or this Section 6, during the Term Contractor shall not Transfer all or
         any portion of its interest in any Contractor Terminal Facility. Any
         purported Transfer of an interest in a Contractor Terminal Facility in
         violation of Section 2(a), Section 5(c) or this Section 6 shall be void
         and ineffectual ab initio.

                  (b) Upon the termination or other non-temporary cessation of
         all Scheduled Flights into or out of any Applicable Airport at which
         there are any Contractor Terminal Facilities (including in connection
         with the termination of the Capacity Purchase Agreement), Continental
         shall provide written notice as soon as practicable (but in no event
         later than 20 Business Days after such termination or other
         non-temporary cessation) to Contractor of Continental's intention to
         retain for itself or its designee any Contractor Terminal Facilities at
         such Applicable Airport.

                  (c) If, pursuant to a notice delivered pursuant to Section
         6(b), Continental or its designee is retaining any or all of the
         Contractor Terminal Facilities, then Continental shall purchase from
         Contractor, at their book value (as reflected on Contractor's books) at
         the time such notice is delivered, all fixtures and other unremovable
         capitalized items paid for by Contractor (with Continental's approval
         pursuant to Section 5) in connection with the use of such Contractor
         Terminal Facilities; provided that any payment under this Section 6(c)
         shall not be in duplication of any payment made under Section 5(c). In
         addition, Contractor shall use commercially reasonable efforts to
         assign the rights and obligations of the lease or other applicable
         agreements with regard to such Contractor Terminal Facilities to
         Continental or its designee, in which event Continental shall assume
         such rights and obligations applicable to such Contractor Terminal
         Facilities, including without limitation the obligation to make all
         rental or similar payments from and after the date of such assignment,
         but not including any amounts owed in respect of any breach by
         Contractor of such lease or applicable agreements. Prior to the
         consummation of such assignment, Contactor shall continue to fulfill
         its obligations



                                      -9-
<PAGE>

         under such lease or other applicable agreements; provided that
         Continental shall promptly reimburse Contractor for all rental or
         similar payments applicable to such Contractor Terminal Facilities from
         the date of such notice until the lease or applicable agreements are
         assigned, but not including any amounts owed in respect of any breach
         by Contractor of such lease or applicable agreements.

                  (d) If, pursuant to a notice delivered pursuant to Section
         6(b), Continental is not retaining one or more of the Contractor
         Terminal Facilities (such Contractor Terminal Facilities not so
         retained, the "Continental Rejected Facilities"), then Contractor shall
         provide written notice as soon as practicable (but in no event later
         than 20 Business Days after receipt of a notice pursuant to Section
         6(b)) to Continental of Contractor's intention to retain or reject the
         Continental Rejected Facilities; provided that if such termination of
         Scheduled Flights is pursuant to a termination of the Capacity Purchase
         Agreement for Cause, then, without limiting any of Continental's
         remedies under the Capacity Purchase Agreement, Contractor shall retain
         all of the Continental Rejected Facilities.

                  (e) If, pursuant to a notice delivered pursuant to, or the
         proviso of, Section 6(d), Contractor is retaining any of the
         Continental Rejected Facilities, then Continental's obligations under
         this Agreement shall terminate with respect to those Continental
         Rejected Facilities as of the date of such notice.

                  (f) If pursuant to a notice delivered pursuant to Section
         6(d), Contractor is not retaining one or more of the Continental
         Rejected Facilities (such Continental Rejected Facilities not so
         retained, the "Contractor Rejected Facilities"), then Continental shall
         purchase from Contractor, at their book value (as reflected on
         Contractor's books) at the time such notice is delivered, all fixtures
         and other unremovable capitalized items paid for by Contractor (with
         Continental's approval pursuant to Section 5) in connection with the
         use of the Contractor Rejected Facilities. In addition, at
         Continental's direction, Contractor shall use commercially reasonable
         efforts to either (i) terminate the lease or other agreement applicable
         with respect to any such Contractor Rejected Facility, (ii) assign the
         rights and obligations of such leases or other applicable agreements to
         Continental or its designee, in which event Continental shall assume
         such rights and obligations applicable to such Contractor Rejected
         Facilities, including without limitation the obligation to make all
         rental or similar payments from and after the date of such assignment,
         including any termination payments, but not including any amounts owed
         in respect of any breach by Contractor of such lease or applicable
         agreements; provided that any payment under this Section 6(f) shall not
         be in duplication of any payment made under Section 5(c), or (iii)
         continue to fulfill its obligations under such lease or other
         applicable agreements; provided that Continental shall promptly
         reimburse Contractor for all rental or similar payments applicable to
         such Contractor Rejected Facilities from the date of Contractor's
         notice until the leases or applicable agreements terminate or are
         otherwise assigned, but not including any amounts owed in respect of
         any breach by Contractor of such lease or applicable agreements.

                  (g) Notwithstanding any other provision of this Section 6, if
         Contractor returns to or otherwise reuses any Contractor Rejected
         Facility or begins the use of any



                                      -10-
<PAGE>

         other Airport Facilities at such airport reasonably similar to any
         Contractor Rejected Facility (other than at the written direction of
         Continental pursuant to Section 2 or otherwise pursuant to the Capacity
         Purchase Agreement) within six months of the termination or other
         non-temporary cessation of all Scheduled Flights to such airport, then
         Contractor shall reimburse Continental for all amounts paid to
         Contractor pursuant to this Section 6.

                  (h) For purposes of this Agreement, the parties agree that the
         cessation of seasonal Scheduled Flights upon the end of the relevant
         season shall constitute a temporary cessation if such Scheduled Flights
         are expected to resume in the subsequent relevant season.

         Section 7. Right of First Refusal for Certain Transfers.

                  (a) Until the fifth anniversary of the Termination Date under
         the Capacity Purchase Agreement, Contractor shall not accept any offer
         that, if consummated, would result in a Transfer of all or any portion
         of an interest in a Contractor Facility, or a facility that was at any
         time during the Term a Contractor Facility (including any Contractor
         Terminal Facility that was retained by Contractor pursuant to Section
         6(d) (an "Offer"), unless (x) Contractor shall have provided written
         notice (an "Offer Notice") to Continental of such Offer, setting forth
         all material terms and conditions upon which the proposed Transfer is
         to be made, and (y) a period of 20 Business Days shall have expired
         after receipt of the Offer Notice by Continental (the "Option Period"),
         or Continental shall have earlier declined the Offer in writing
         delivered to Contractor. Transmittal of the Offer Notice to Continental
         shall constitute an offer by Contractor to Transfer the specified
         interest in the Contractor Facility to Continental or its designee
         subject to the terms and conditions set forth in the Offer Notice;
         provided that, if the Offer Notice contains non-financial terms and
         conditions that are not capable of being matched by Continental on
         commercially reasonably terms, then Continental and Contractor shall
         use commercially reasonable efforts to determine the economic value of
         such terms and conditions (and the Option Period will be deemed not to
         have commenced until the parties have so determined such economic
         value), and Continental shall be entitled to accept the Offer Notice
         without matching such terms and conditions, but rather by matching the
         economic value of such terms and conditions.

                  (b) Continental shall have the exclusive option during the
         Option Period to accept Contractor's offer to Transfer the specified
         interest in the Contractor Facility to Continental or its designee,
         subject to the terms and conditions set forth in the Offer Notice,
         which option shall be exercisable during the Option Period by written
         notice from Continental to Contractor. During the Option Period,
         Contractor shall fully cooperate with Continental in the determination
         of any material data relevant to the Transfer of the specified interest
         in the Contractor Facility.

                  (c) If Continental shall accept the Offer in writing delivered
         to Contractor during the Option Period, then Continental and Contractor
         shall consummate the Transfer of the specified interest in the
         Contractor Facility to Continental or its designee, subject



                                      -11-
<PAGE>

         to the terms and conditions of the Offer, within 20 Business Days after
         receipt of such written notice.

                  (d) If Continental does not accept the Offer in writing
         delivered to Contractor during the Option Period, then Contractor shall
         be entitled to Transfer the specified interest in the Contractor
         Facility within 20 Business Days after the end of the Option Period on
         terms and conditions no more favorable to the transferee than those set
         forth in the Offer Notice. If the Transfer is not completed within such
         time period, then Contractor must again comply with all of the
         provisions of this Section 7 prior to making any Transfer of the
         specified interest in the Contractor Facility.

                  (e) Any purported Transfer of an interest in a Contractor
         Facility in violation of this Section 7 shall be void and ineffectual
         ab initio.

         8. Term. This Agreement shall terminate at the end of the Term;
provided that, any right or obligation hereunder that is specifically extended
beyond the termination of this Agreement shall be so extended.


         9. Special CLE Primary Hangar Provisions. With regard to that certain
Sublease Agreement, dated effective as of January 1, 2001, between Continental
and ExpressJet relating to the CLE Primary Hangar, Continental agrees that it
shall use commercially reasonable efforts to keep in full force and effect that
certain Lease By Way of Concession, dated February 28, 2001, between Continental
and the City of Cleveland, until the Termination Date and for a period of three
years thereafter, subject to the provisions of Section 2(c) and any other
provisions hereof, and provided that nothing contained herein shall impose any
obligation on Continental to cure any default by Contractor under the Sublease
Agreement referenced above.



         10. Special IAH Express Training Center Provisions. With regard to that
certain Sublease Agreement, dated effective as of January 1, 2001, between
Continental and ExpressJet relating to the IAH Express Training Center,
Continental agrees that it shall use commercially reasonable efforts to keep in
full force and effect that certain First Amended and Restated Special Facilities
Lease Agreement, dated effective as of December 1, 1998, between Continental and
the City of Houston, but only to the extent that such lease relates to the IAH
Express Training Center, until December 30, 2027, subject to the provisions of
Section 2(c) and the other provisions hereof, and provided that nothing
contained herein shall impose any obligation on Continental to cure any default
by Contractor under the Sublease Agreement referenced above.


         11. Continental Inventory. After receipt of notice by Continental from
time to time of inventory or equipment available for acquisition from
Continental, Contractor agrees to use reasonable commercial efforts to satisfy
all of its inventory or equipment acquisition requirements by acquiring items of
such inventory and equipment from Continental.

         12. Cooperation. Notwithstanding any other provision of this Agreement,
each of the parties hereto shall use commercially reasonable efforts to comply
in a timely manner with all reasonable requests of the other parties made from
time to time that are in furtherance of this Agreement.



                                      -12-
<PAGE>

         13. Relationship of the Parties. Nothing in this Agreement shall be
interpreted or construed as establishing among the parties a partnership, joint
venture or other similar arrangement.

         14. Binding Effect; Assignment. This Agreement and all of the
provisions hereof shall be binding upon the parties hereto and inure to the
benefit of the parties hereto and their respective successors and permitted
assigns. Neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by a party hereto without the prior written consent
of the other parties.

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

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

         17. Confidentiality. Except as required by law or in any proceeding to
enforce the provisions of this Agreement, Continental, ExpressJet and Holdings
hereby agree not to publicize or disclose to any third party the terms or
conditions of this Agreement or any exhibit, schedule or appendix hereto without
the prior written consent of the other parties hereto. Except as required by law
or in any proceeding to enforce the provisions of this Agreement, Continental,
ExpressJet and Holdings hereby agree not to disclose to any third party any
confidential information or data, both oral and written, received from the other
in connection with this Agreement and designated as such by the other, without
the prior written consent of the party providing such confidential information
or data. If any party is served with a subpoena or other process requiring the
production or disclosure of any of such agreements or information, then the
party receiving such subpoena or other process, before complying with such
subpoena or other process, shall immediately notify the other parties of same
and permit said other parties a reasonable period of time to intervene and
contest disclosure or production. Upon termination of this Agreement, each party
must return to each other any confidential information or data received from the
other and designated as such by the party providing such confidential
information or data which is still in the recipient's possession or control.

         18. Equitable Remedies. Each of Continental and Contractor acknowledges
and agrees that under certain circumstances the breach by Continental or
Contractor of a term or provision of this Agreement will materially and
irreparably harm the other party, that money damages will accordingly not be an
adequate remedy for such breach and that the non-defaulting party, in its sole
discretion and in addition to its rights under this Agreement and any other
remedies it may have at law or in equity, may apply to any court of law or
equity of competent jurisdiction (without posting any bond or deposit) for
specific performance and/or other injunctive relief in order to enforce or
prevent any breach of the provisions of this Agreement.



                                      -13-
<PAGE>

         19. Subject to Capacity Purchase Agreement. Notwithstanding anything to
the contrary contained in this Agreement, the provisions of this Agreement shall
be subject in all respects to the provisions of the Capacity Purchase Agreement.



                                      -14-
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date and year first written above.


                                               CONTINENTAL AIRLINES, INC.


                                               By:
                                                  -----------------------------
                                               Name:
                                                    ---------------------------
                                               Title:
                                                     --------------------------



                                               EXPRESSJET HOLDINGS, INC.


                                               By:
                                                  -----------------------------
                                               Name:
                                                    ---------------------------
                                               Title:
                                                     --------------------------


                                               EXPRESSJET AIRLINES, INC.


                                               By:
                                                  -----------------------------
                                               Name:
                                                    ---------------------------
                                               Title:
                                                     --------------------------



                                      -15-
<PAGE>

                                    EXHIBIT A
              to the Master Facility and Ground Handling Agreement

                           FORM OF SUBLEASE AGREEMENT

         This Sublease Agreement (this "Agreement"), dated as of the __ day of
__________, by and between __________, a __________ corporation ("Sublessor"),
whose address is __________, and __________, a __________ corporation
("Sublessee"), whose address is __________.

                                   WITNESSETH:

         WHEREAS, Sublessor and Sublessee are parties to that certain Master
Facility and Ground Handling Agreement dated as of January 1, 2001 ("Master
Facility Agreement");

         WHEREAS, Sublessor has entered into various agreements (such
agreements, as the same may have been or may from time to time be amended, the
"Prime Agreements") with other parties ("Prime Lessors") pursuant to which the
Prime Lessors have conferred upon Sublessor the right to use certain premises;

         WHEREAS, Sublessor desires to allow Sublessee the right to use certain
portions of the premises that Sublessor has the right to use pursuant to the
Prime Agreements (such portions, together with such associated rights and
privileges, such as reasonable and necessary ingress and egress thereto to the
extent permitted by the applicable Prime Agreement, are described on Schedule 1
attached hereto and are hereinafter referred to as the "Subleased Premises");
and,

         WHEREAS, Sublessee desires to hire and take said Subleased Premises as
provided herein, in accordance with the terms and conditions hereinafter set
forth.

         NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements herein contained, Sublessor and Sublessee agree as follows:

                             1 -- Subleased Premises

a)       Sublessor hereby lets unto Sublessee and Sublessee hereby hires and
         takes from Sublessor the Subleased Premises in accordance with the
         terms and conditions hereof.

b)       Sublessee agrees and accepts the associated rights and privileges
         granted under the Prime Agreements, subject, however, to the following
         limitations and reservations, and subject to other terms and conditions
         set forth in this Agreement:

         (1)      The Prime Agreements, insofar as they relate to the Subleased
                  Premises, and such Prime Agreements are hereby incorporated by
                  this reference as if fully set forth herein.



                                      A-1
<PAGE>

         (2)      Sublessee covenants and agrees, for the benefit of Sublessor
                  and the Prime Lessors, that it shall not, by its use and
                  occupancy of the Subleased Premises, violate any of the
                  provisions of the Prime Agreements relating thereto, and that
                  it shall not knowingly permit any breach of any of the
                  obligations of Sublessor under such Prime Agreements.
                  Sublessee covenants and agrees that this Agreement shall be in
                  all respects subject and subordinate to the Prime Agreements
                  relating thereto. Nothing contained in this Agreement shall be
                  deemed to confer upon Sublessee any rights that are not
                  granted by or are in conflict with the applicable Prime
                  Agreement.

         (3)      Sublessor reserves the right to enter upon the Subleased
                  Premises at any time during an emergency to take such action
                  therein as may be required for the protection of persons or
                  property and at other reasonable times for the purpose of
                  inspection, maintenance, making repairs, replacements,
                  alterations or improvements (to the Subleased Premises or to
                  other areas), showing to prospective subtenants or other
                  users, and for other purposes permitted elsewhere in this
                  Agreement.

              2 -- CONDITION OF SUBLEASED PREMISES AND ALTERATIONS

         Except to the extent that Sublessor has been granted representations or
warranties under the Prime Agreements regarding the condition of the Subleased
Premises the benefit of which may, pursuant to the applicable Prime Agreement
and applicable law, inure to Sublessee (in which case such representations and
warranties shall be deemed made by Sublessor in favor of Sublessee), Sublessee
accepts the Subleased Premises AS-IS, WITH ALL FAULTS, LATENT OR KNOWN. Subject
to the foregoing, Sublessor MAKES NO WARRANTIES, GUARANTEES, OR REPRESENTATIONS
OF ANY KIND EITHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, PERTAINING
TO THIS AGREEMENT OR THE PROPERTY DESCRIBED IN THIS AGREEMENT. Subject to the
foregoing, SUBLESSEE HEREBY WAIVES, AND SUBLESSOR EXPRESSLY DISCLAIMS ALL
WARRANTIES, GUARANTEES AND REPRESENTATIONS, EXPRESS OR IMPLIED, ARISING BY LAW
OR OTHERWISE, INCLUDING BUT NOT LIMITING THE GENERALITY OF THE FOREGOING, ANY
IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR REGARDING THE CONDITION
OF THE PROPERTY. Subject to the forgoing, IN NO EVENT SHALL SUBLESSOR'S
LIABILITY OF ANY KIND UNDER THIS AGREEMENT INCLUDE ANY SPECIAL, INCIDENTAL,
CONSEQUENTIAL OR EXEMPLARY DAMAGES EVEN IF SUBLESSOR SHALL HAVE BEEN ADVISED OF
THE POSSIBILITY OF POTENTIAL LOSS OR DAMAGE.

         Any alterations will be the sole responsibility and expense of the
Sublessee and will require the prior written approval of Sublessor and, if
required under the applicable Prime Agreement, the respective Prime Lessor.



                                      A-2
<PAGE>

                                    3 -- TERM

         The term of this Agreement shall commence as of the date of first
occupancy of the Subleased Premises by Sublessee and (unless sooner terminated
as hereinafter provided) shall continue in effect thereafter until termination
of the Master Facility Agreement, but under no circumstances shall it continue
beyond the term of the Prime Agreement relating to such portion of the Subleased
Premises.

                                   4 -- RENTAL

         For the use of the Subleased Premises, Sublessee agrees to pay to
Sublessor the amounts set forth for each separate Subleased Premises location on
Schedule 2 attached hereto.

                           5 -- UTILITIES AND SERVICES

         Sublessor shall not be liable for any interruptions of utilities or
services arising from repairs, alterations, or improvements on or about the
Subleased Premises, except (and only) to the extent that the Prime Lessor of
such portion of the Subleased Premises is liable to Sublessor for such event.
Sublessee shall pay Sublessor an equitably allocated pro rata share of any
electrical, gas, water or other utility costs associated with the use by
Sublessee of the Subleased Premises.

                          6 -- GOVERNMENT REQUIREMENTS

         Sublessee shall procure from all governmental authorities having
jurisdiction over the operations of Sublessee at the Subleased Premises, all
licenses, certificates, permits or other authorization which may be necessary
for the conduct of its operations. Sublessee shall also at all times promptly
observe, comply with, and execute the provisions of any and all present and
future governmental laws, rules, regulations, requirements, orders and
directives which may apply to the operations of Sublessee on the Subleased
Premises or its occupancy thereof.

                     7 -- RULES, REGULATION & ADMINISTRATION

         Sublessee covenants and agrees to observe and obey the applicable rules
and regulations promulgated by the applicable Prime Lessor and all reasonable
rules and regulations promulgated by Sublessor for the conduct of tenants and
subtenants at the Subleased Premises; and to observe and obey all present rules
and regulations issued by Sublessor and/or the respective Prime Lessor for
safety, health, preservation of the Subleased Premises, security and all
reasonable rules and regulations promulgated in writing in the future by
Sublessor and/or the respective Prime Lessor.

                       8 -- OTHER OBLIGATIONS OF SUBLESSEE

         Sublessee, in its use of all of the Subleased Premises and related
facilities, and in the conduct of its operations, shall:



                                      A-3
<PAGE>

a)       Conduct its operations in an orderly and proper manner. Sublessee shall
         not create or generate or permit the creation or generation of
         vibrations that could reasonably be regarded as posing a material risk
         of damage to the Subleased Premises; unreasonably loud noises; the
         emission of steam, gases or unpleasant or noxious odors; nor in any
         other manner annoy, disturb or be offensive to other tenants or users
         of the premises or common areas.

b)       Comply with all applicable federal, state and local laws, ordinances,
         regulations and orders. Without limiting the generality of the
         foregoing, to the extent that the activities of Sublessee shall be
         subject to the same, Sublessee shall comply with the following:

         1.       Compliance with Regulations. Sublessee shall comply with the
                  regulations relative to nondiscrimination in federally
                  assisted programs of the United States Department of
                  Transportation (hereinafter "DOT") Title 49, Code of Federal
                  Regulations, Part 21, as they may be amended from time to time
                  ("Regulations"), which are herein incorporated by reference
                  and made a part of this Agreement.

         2.       Nondiscrimination Generally. Sublessee shall not discriminate
                  on the grounds of race, color, sex, creed or national origin
                  in the selection and retention of subcontractors, including
                  procurements of materials and leases of equipment.

         3.       Solicitations for Subcontractors, Including Procurements of
                  Materials and Equipment. If required by the Regulations, in
                  all solicitations either by competitive bidding or negotiation
                  made by Sublessee for work to be performed under a
                  subcontract, including procurements of materials or leases of
                  equipment, each potential subcontractor or supplier shall be
                  notified by Sublessee of Sublessee's obligations under the
                  Regulations relative to nondiscrimination on the grounds of
                  race, color, or national origin.

         4.       Information and Reports. Sublessee shall provide all
                  information and reports required by the Regulations or
                  directives issued pursuant thereto and shall permit access to
                  its books, records, accounts other sources of information, and
                  its facilities as may be determined by the airport sponsor or
                  the Federal Aviation Administration (the "FAA") to be
                  pertinent to ascertain --- compliance with such Regulations,
                  orders, and instructions. Where any information required of
                  Sublessee is in the exclusive possession of another who fails
                  or refuses to furnish this information, Sublessee shall so
                  certify to the airport sponsor or the FAA, as appropriate, and
                  shall set forth what efforts it has made to obtain the
                  information.

         5.       Nondiscrimination Covenant. Sublessee hereby covenants and
                  agrees, as a covenant running with the land, that in the event
                  facilities are constructed, maintained, or otherwise operated
                  by Sublessee on the Subleased Premises for a purpose for which
                  a DOT program or activity is extended or for another purpose
                  involving the provision of similar services or benefits,
                  Sublessee shall maintain and operate such facilities and
                  services in compliance with all other requirements imposed
                  pursuant to 49 CFR Part 21, Nondiscrimination in Federally
                  Assisted



                                      A-4
<PAGE>

                  Programs of the Department of Transportation, and as said
                  Regulations may be amended. Sublessee hereby covenants and
                  agrees, as a covenant running with the land: (1) that no
                  person on the grounds of race, color, sex, creed or national
                  origin shall be excluded from participation in, denied the
                  benefits of, or be otherwise subjected to discrimination in
                  the use of the Subleased Premises, (2) that in the
                  construction of any improvements on, over, or under such
                  Subleased Premises and the furnishing of services thereon, no
                  person on the grounds of race, color, sex, creed or national
                  origin shall be excluded from participation in, denied the
                  benefits of, or otherwise be subjected to discrimination, (3)
                  that Sublessee shall use the Subleased Premises in compliance
                  with all other requirements imposed by or pursuant to 49 CFR
                  Part 21, Nondiscrimination in Federally Assisted Programs of
                  the Department of Transportation, and as said Regulations may
                  be amended. Sublessee assures that it will comply with
                  pertinent statutes, Executive Orders and such rules as are
                  promulgated to assure that no person shall, on the grounds of
                  race, creed, color, national origin, sex, age, or handicap be
                  excluded from participating in any activity conducted with or
                  benefiting from Federal assistance.

c)       Control the demeanor and appearance of its officers, and employees so
         as to maintain professional standards and upon objection from Sublessor
         or the respective Prime Lessor concerning the conduct, demeanor, or
         appearance of any person, Sublessee shall immediately take all steps
         necessary to remove the cause of the objection.

d)       Not allow garbage, debris, or other waste materials (whether solid,
         liquid or gaseous) to collect or accumulate on the Subleased Premises
         or in access and service areas of the Subleased Premises used by
         Sublessee, and Sublessee shall cause to be removed from the Subleased
         Premises any debris and other waste material generated by Sublessee.
         Sublessee shall use all due care when effecting removal of all such
         waste and shall effect such removal pursuant to the applicable
         regulations existing at Subleased Premises for the removal of waste as
         promulgated by the respective Prime Lessor, Sublessor or others having
         jurisdiction. Sublessee shall keep all lobbies, vestibules and steps
         within the Subleased Premises free from dirt and rubbish.

e)       Sublessee is responsible to maintain at all times the Subleased
         Premises and all equipment, fixtures, and materials used by Sublessee
         thereon, or in other areas, in a clean and sanitary manner.

It is intended that the standards and obligations imposed by this section shall
be maintained or complied with by Sublessee in addition to its compliance with
any applicable governmental laws, ordinances and regulations currently in effect
or which may be enacted.

                           9 -- MAINTENANCE AND REPAIR

a)       Sublessee shall take good care of the Subleased Premises while they are
         under Sublessee's control and shall make or cause to be made at its own
         expense all installations, repairs, replacements, redecorating and
         other maintenance necessary to keep



                                      A-5
<PAGE>

         the Subleased Premises, and equipment, fixtures, furnishings and signs
         therein clean and in good condition and repair; all of which shall be
         in accordance with the standards of the facility and of a quality and
         class not inferior to the original material or workmanship. All
         maintenance and repair work undertaken by Sublessee shall be done in a
         good and workmanlike manner, leaving the Subleased Premises free of
         liens for labor and materials.

b)       Sublessee shall maintain the Subleased Premises and conduct its
         operations in such manner that at no time during the letting hereunder
         will it do or knowingly permit to be done any act or thing upon the
         Subleased Premises which will invalidate or conflict with any fire and
         casualty insurance policies covering the Subleased Premises, or any
         part thereof, or the Subleased Premises, or any part thereof, or which
         may create a hazardous condition so as to increase the risk normally
         attendant upon the operations contemplated hereunder, and Sublessee
         shall promptly observe and comply with any and all present and future
         rules and regulations, requirements, orders and directions of Fire
         Underwriters Association or of any other board or organization which
         may exercise similar functions. Any increase in fire or casualty
         insurance premiums attributable to Sublessee's acts or omissions under
         this Agreement shall be promptly reimbursed by Sublessee, upon receipt
         of Sublessor's invoice therefor.

                               10 -- RELATIONSHIP

         It is expressly understood and agreed that Sublessee is and shall be an
independent contractor and operator, responsible for its acts or omissions in
connection with its use and occupancy of the Subleased Premises and any related
areas used by Sublessee.

                           11 -- RELEASE AND INDEMNITY

                                     Release

         Sublessee agrees that Sublessor shall not be liable for any loss or
damage to any property of any persons (including property of Sublessee, its
officers, directors, employees, agents, customers, concessionaires, vendors,
contractors or invitees), occasioned by theft, fire, acts of God, or any
governmental body or authority, injunction, riot, war, other tenants of the
Subleased Premises or the premises of which the Subleased Premises are a part,
or any damage or inconvenience which may arise through repair, or alteration of
the Subleased Premises, or failure to make repairs in a timely manner, or the
unavailability of utilities, or for any other cause, EXCEPT TO THE EXTENT CAUSED
BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUBLESSOR OR THE RESPECTIVE
PRIME LESSOR, IT BEING AGREED THAT THIS RELEASE SHALL APPLY TO CLAIMS RESULTING
FROM THE NEGLIGENCE OF SUBLESSOR OR SUCH PRIME LESSOR. Sublessor agrees that any
waivers of claims for property damage contained in the respective Prime
Agreement made by the Prime Lessor thereunder shall inure to the benefit of
Sublessee to the extent permitted by the applicable Prime Agreement and
applicable law.



                                      A-6
<PAGE>

                                    Indemnity

         Anything in this Agreement to the contrary notwithstanding, and without
limiting Sublessee's obligation to provide insurance pursuant to Article 12
hereunder, Sublessee covenants and agrees that it shall indemnify, defend and
save harmless Sublessor, its affiliates (other than Sublessee), any affected
Prime Lessor, and their respective directors, officers, employees, agents,
successors and assigns ("Indemnitees"), from and against all liabilities,
losses, damages, penalties, claims, costs, charges and expenses, causes of
action and judgments of any nature whatsoever, including without limitation
reasonable attorney's fees, costs and related expenses that may be imposed upon
or incurred by the Indemnitees by reason or arising out of any of the following,
except if caused by the negligence or willful misconduct of any such Indemnitee
(it being acknowledged, however, that if the indemnification obligations of
Sublessor under the respective Prime Agreement requires Sublessor to indemnify
such Prime Lessor (or other parties therein identified) Sublessee shall be
required to indemnify such Prime Lessor and other identified parties to the same
extent; AND THAT SUCH INDEMNIFICATION DUTIES MAY APPLY EVEN WHERE AN INDEMNITEE
UNDER THE APPLICABLE PRIME AGREEMENT IS NEGLIGENT OR OTHERWISE AT FAULT):

a)       Any occupancy, management or use of the Subleased Premises, or areas
         surrounding the Subleased Premises or the service areas, parking areas,
         or pedestrian areas in or around the Subleased Premises, by Sublessee
         or any of its directors, officers, agents, contractors, servants,
         employees, licensees, invitees, successors and assigns;

b)       Any negligence on the part of Sublessee or any of its directors,
         officers, agents, contractors, servants, employees, licensees,
         invitees, successors and assigns;

c)       Any accident, injury to or death of any person, or damage to or
         destruction of any property of Sublessee or its officers, directors,
         employees, agents, customers, concessionaires, vendors, contractors or
         invitees occurring in or on the Subleased Premises; or

d)       Any failure on the part Sublessee to comply with any of the covenants,
         agreements, terms or conditions contained in this Agreement.

                                 12 -- INSURANCE

         Without limiting Sublessee's obligation to indemnify Sublessor as
provided for in this Agreement, Sublessee shall procure and maintain, at its own
cost and expense, at all times during the term of this Agreement, insurance of
the following types in amounts not less than those indicated with insurers
satisfactory to Sublessor:

         Comprehensive public liability insurance with limits of not less than
$5,000,000 per occurrence for death or bodily injury; workers compensation
insurance with statutory limits; and employer's liability insurance of not less
than $10,000,000 in limits.



                                      A-7
<PAGE>

         Such insurance shall contain the following endorsements:

(1)      Name Sublessor and the respective Prime Lessor, its parents and
         subsidiaries, their respective directors, officers, employees, agents,
         successors and assigns, as Additional Insureds as it pertains to this
         Agreement and the respective Subleased Premises. Upon written notice
         from Sublessor, Sublessee shall promptly cause any other party required
         to be named by as an Additional Insured under the Prime Agreement to be
         so named.

(2)      Include a Severability of Interest (Cross Liability) provision whereby
         such insurance applies separately to each insured to the extent of
         Sublessee's indemnity obligations hereunder.

(3)      Include a breach of warranty clause in favor of the Additional
         Insureds, whereby such insurance shall not be invalidated by any breach
         of warranty by Sublessee.

(4)      Include a blanket contractual liability clause to cover the liability
         and indemnity assumed by the Sublessee under this Agreement.

(5)      Provide that such insurance is primary without right of contribution
         from Sublessor's insurance.

(6)      Provide that Sublessor is not obligated for payment of any premiums,
         deductibles, retention or other self-insurances thereunder.

(7)      Provide for 30 days advance notice to Sublessor and the respective
         Prime Lessor, by registered or certified mail, of any cancellation,
         reduction, lapse or other material change.

(8)      Include a Waiver of Subrogation clause in favor of the Additional
         Insureds.

The indemnities and insurance provisions contained or referred to herein shall
survive the expiration or other termination of this Agreement.

                                13 -- ASSIGNMENT

         This Agreement and the rights and obligations created hereunder may not
be assigned or delegated by Sublessee without the prior written consent of
Sublessor and, if required of Sublessor under the applicable Prime Agreement,
the applicable Prime Lessor; but subject to the foregoing, this Agreement and
the rights and obligations of the parties hereby created, shall be binding upon
and inure to the benefit of the parties hereto, their respective successors,
assigns and legal representatives. Sublessor reserves the right to assign or
transfer its interest hereunder without notice.

                                  14 -- WAIVER

         The observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or prospectively)
by the party entitled to enforce such term, but such waiver shall be effective
only if it is in writing signed by the party against which



                                      A-8
<PAGE>

such waiver is to be asserted. Unless otherwise expressly provided in this
Agreement, no delay or omission on the part of any party in exercising any right
or privilege under this Agreement shall operate as a waiver thereof, nor shall
any waiver on the part of any party of any right or privilege under this
Agreement operate as a waiver of any other right or privilege under this
Agreement nor shall any single or partial exercise of any right or privilege
preclude any other or further exercise thereof or the exercise of any other
right or privilege under this Agreement. No failure by either party to take any
action or assert any right or privilege hereunder shall be deemed to be a waiver
of such right or privilege in the event of the continuation or repetition of the
circumstances giving rise to such right unless expressly waived in writing by
the party against whom the existence of such waiver is asserted.

                               15 -- FORCE MAJEURE

         Neither party shall be deemed in violation of this Agreement if it is
prevented from performing any of its non-monetary obligations hereunder by any
labor or industrial dispute; civil disturbance; vandalism or act of a public
enemy; shortage of labor, energy or material; court order, regulation, action or
non-action of any governmental authority; weather condition; natural disaster;
act of God; or other circumstances not reasonably within its control, and which,
with the exercise of due diligence, it is unable to overcome; provided that, the
provisions of this Article 15 shall not apply where the time period for
Sublessor to perform its obligations under the Prime Agreement would not be
extended upon the occurrence of any of the foregoing. Each party shall give the
other immediate notice of such interruption, shall make all reasonable efforts
to eliminate it as soon as possible, and at its conclusion, shall resume
performance in accordance with its obligations hereunder; provided that, neither
party shall be required to settle or compromise any strike or other labor
dispute to so eliminate such interruption.

                                  16 -- NOTICE

         All notices made pursuant to this Agreement shall be in writing and
shall be deemed given upon (a) a transmitter's confirmation of a receipt of a
facsimile transmission (but only if followed by confirmed delivery of a standard
overnight courier the following Business Day or if delivered by hand the
following Business Day), or (b) confirmed delivery of a standard overnight
courier or delivered by hand, to the parties at the following addresses:

if to Sublessor:

         [insert]

if to Sublessee:

         [insert]

or to such other address as either party hereto may have furnished to the other
party by a notice in writing in accordance with this Article 16.



                                      A-9
<PAGE>

                                17 -- TERMINATION

         Without limiting any rights of Sublessor, either at law or in equity,
to exercise any remedies available to Sublessor as may be afforded by operation
of law, this Agreement may be terminated as follows:

a)       Immediately upon termination or expiration of the respective Prime
         Agreement (notwithstanding that such agreement may remain in effect as
         to space other than the Subleased Premises), or upon expiration or
         termination of Sublessor's right to grant Sublessee the right to occupy
         and use the applicable portion of the Subleased Premises.

b)       Immediately without notice to Sublessee if Sublessee files a voluntary
         petition in bankruptcy or if proceedings in bankruptcy shall be
         instituted against it and not dismissed within 30 days, or that a court
         shall take jurisdiction of Sublessee or its assets pursuant to
         proceedings brought under the provisions of any Federal Reorganization
         Act, or that a receiver of Sublessee's assets shall be appointed and
         such taking or appointment shall not be stayed or vacated within a
         period of 30 days.

c)       Immediately upon written notice to Sublessee, if Sublessee fails to pay
         any installment of rent or additional rent within 10 days after receipt
         of written notice that the same was not paid when due.

d)       Immediately upon written notice to Sublessee, if Sublessee fails to
         perform, keep, and observe any of the terms, covenants or conditions
         herein contained on the part of Sublessee to be performed, kept, or
         observed and such failure continues for 30 days after the date of
         written notice thereof is sent to Sublessee; provided that, if
         Sublessor would have a lesser period of time to cure such default under
         the applicable Prime Agreement, then Sublessee shall only be permitted
         the time period that Sublessor would be permitted to cure such default,
         less 48 hours; it being further agreed that Sublessor may, but shall
         not be obligated to, take any action it reasonably deems necessary or
         advisable at Sublessee' expense to cure such default if such default
         causes interference with Sublessor's operations or if it is determined
         by Sublessor, acting reasonably, that such default is likely to result
         in Sublessor's loss of the use of the Subleased Premises pursuant to
         the Prime Agreement.

e)       Immediately by either party upon the acquisition or condemnation of the
         Subleased Premises by eminent domain, in which event Sublessee shall
         have no claim for the unexpired term nor a claim for any part of the
         award made for the Subleased Premises.

         In the event that this Agreement is terminated in accordance with the
foregoing provisions prior to the expiration of the term after a default by
Sublessee hereunder, Sublessor may (but shall not be obligated to) relet the
Subleased Premises for a term and upon any conditions it may deem proper. In no
event will Sublessee be entitled to receive any payment from Sublessor if the
profits from such reletting exceed the rental reserved to be paid hereunder by
Sublessee. Any termination by Sublessor under this section shall not affect or
impair the right



                                      A-10
<PAGE>

of Sublessor to recover actual damages occasioned by any default by Sublessee
that may be recoverable under applicable law.

                      18 -- SURRENDER OF SUBLEASED PREMISES

         Upon expiration or other termination of this Agreement, Sublessee shall
remove all its signs, trade fixtures and any other personal property, repair all
damage caused by removal, and surrender the Subleased Premises in good order and
condition, reasonable wear and tear excepted. If Sublessee fails to surrender
possession as aforestated, Sublessor may re-enter and repossess the Subleased
Premises without further notice (any personal property therein being deemed
abandoned by Sublessee) and Sublessee hereby waives service of any notice of
intention to re-enter and/or right to redeem that may be granted by applicable
laws.

         Sublessor agrees that on payment of the rents and any other payments
due, and performance of the covenants and agreements on the part of Sublessee to
be performed hereunder, Sublessee shall peaceably have and enjoy the Subleased
Premises for the uses granted to Sublessee hereunder, subject to Sublessor's
continued rights under the applicable Prime Agreement and any limitations
otherwise stated herein.

                                20 -- CONDITIONS

         It is agreed that if required under the terms of the applicable Prime
Agreement, the use of the Subleased Premises by Sublessee is subject to the
consent and approval of the applicable Prime Lessor. If written consent by any
Prime Lessor is denied after reasonable efforts by the parties hereto to obtain
such consent, then either party may, at its option (but without limiting any of
Sublessor's rights in respect of any breach of the terms hereof prior to such
rescission) rescind its signature hereon and thereafter this Agreement shall
become null and void (but only as to the portion of the Subleased Premises
covered by such Prime Agreement), and the parties shall become discharged from
all further unaccrued liabilities hereunder. If the consent of any Prime Lessor
is required, then for purposes of submittal of this Agreement for the consent of
such Prime Lessor, it is agreed that Schedule 1 may be redacted so as to
describe only the portion of the Subleased Premises as are leased by Sublessor
from such Prime Lessor and so as to set forth only the respective Prime
Agreements that pertain to the Subleased Premises.

                                   21 -- TAXES

         If Sublessor shall be assessed for taxes on any of the Sublessee's
leasehold improvements, equipment, furniture, fixtures, personal property or
business operations, Sublessee shall pay to Sublessor the amount of such taxes
within 10 days after delivery of a written statement thereof.

                22 -- SUBJECT IN ALL RESPECTS TO OTHER AGREEMENTS

         Notwithstanding anything to the contrary contained in this Agreement,
the provisions of this Agreement shall be subject in all respects to the
provisions of the Master Facility Agreement and to the provisions of that
certain Capacity Purchase Agreement, dated as of January 1, 2001, among
Continental Airlines, Inc., ExpressJet Holdings, Inc., and ExpressJet Airlines,
Inc.

                            [SIGNATURE PAGE FOLLOWS]



                                      A-11
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first above written.



SUBLESSOR                                            SUBLESSEE


BY:                                         BY:
    --------------------------                  ---------------------------

        ------------------                          ------------------

        ------------------                          ------------------

        ------------------                          ------------------


DATE:                                      DATE:
     -------------------------                  ---------------------------



Schedules to be added:

Schedule 1 -- Description of Subleased Premises
Schedule 2 -- Rental Amounts for Subleased Premises



                                      A-12
<PAGE>



                                    EXHIBIT B
              to the Master Facility and Ground Handling Agreement

                               FORM OF ASSIGNMENT

         This Agreement (this "Agreement") is made and entered into, and is to
be effective on, this the ____ day of ____________ (the "Effective Date"), by
____________, a ____________ corporation ("Assignor") and ____________, a
____________ corporation ("Assignee"), [and the ____________ ("Airport
Lessor")].

                                  WITNESSETH:

         WHEREAS, Assignor leases space], designated on Exhibit(s) _____
attached hereto and made a part hereof (together the "Premises"), at
____________ at the ____________ Airport, ____________ (the "Airport") under a
certain [Airport Use and Lease Agreement dated ____________, (as amended,
hereinafter referred to as the "Lease")] between Assignor and the Airport
Lessor;

         WHEREAS, a copy of the Lease has been provided to Assignee and is
incorporated herein by reference;

         WHEREAS, Assignee operates at the Airport and from portions of the
Premises;

         WHEREAS, Assignor desires to assign to Assignee [all] [a portion] of
Assignor's remaining right, title and interest in the Lease [insofar (and only
insofar) as the Lease pertains to certain leased premises and improvements
described on the attached Annex 1], such space herein called the "Assigned
Space" and the improvements located within the Assigned Space are herein called
the "Assigned Space Improvements". The Assigned Space and Assigned Space
Improvements are herein called the "Assigned Premises";

         WHEREAS, Assignee desires to accept such assignment from Assignor;

         [WHEREAS, such assignment requires the prior written consent of the
Airport Lessor];

         [WHEREAS, pursuant to the Lease, such assignment does not require the
consent of the Airport Lessor (but written notice of such assignment is required
to be given to the Airport Lessor)].

         NOW, THEREFORE, in consideration of the assignment herein made and of
the mutual agreements and covenants hereinafter set forth, the parties hereto
agree as follows:

         1. DEMISE AND USE

         Effective on the Effective Date, Assignor hereby assigns to Assignee
all of the interest of the lessee under the Lease [insofar (and only insofar) as
the Lease pertains to the Assigned Premises].

Annex B.SYS.0
Continental Airlines/ExpressJet Airlines, Inc.[ExpressJet as Handling Company]
Dated: January 1, 2001



                                      B-1
<PAGE>

         2. ACCEPTANCE OF ASSIGNMENT

         Assignee accepts the foregoing assignment of the Lease [insofar (and
only insofar) as the Lease pertains to the Assigned Premises] and covenants with
Assignor, from and after the Effective Date, to pay all rent and other charges
provided for in the Lease, as amended and to perform and observe all of the
other covenants, conditions and provisions in the Lease, as amended, to be
performed or observed by or on the part of Assignor as tenant under the Lease
[in respect of the Assigned Premises].

         3. WARRANTIES

         Assignor hereby warrants and covenants that (i) except for the rights
and interests of the Airport Lessor under the Lease, Assignor is now the sole
owner of all rights and interests in and to the Assigned Premises, (ii) the
Lease[, as it relates to the Assigned Premises,] is in full force and effect,
(iii) Assignor has complied with all terms and provisions of the Lease [as it
relates to the Assigned Premises] and same is not currently in default and
Assignor knows of no condition which with the passage of time or giving of
notice might constitute a default under the Lease by any party, and (iv) the
Assigned Premises and the Lease[, insofar as it relates to the Assigned
Premises,] are free from all liens and encumbrances. A copy of the Lease (and
all amendments thereto) are attached as Annex 2.

         Subject to the foregoing, Assignee accepts the Assigned Premises and
equipment thereon "AS IS" and acknowledges that there is, with respect to the
Assigned Premises and equipment thereon, NO WARRANTY, REPRESENTATION, OR
CONDITION OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF
MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, and that none shall be
implied by law. Except as stated in this Agreement, Assignee acknowledges that
Assignor has made no representations with respect to the Assigned Premises or
equipment. Final determination of the suitability of the Assigned Premises or
equipment for the use contemplated by Assignee is the sole responsibility of
Assignee, and Assignor shall have no responsibility in connection with such
suitability.

         4. ASSIGNEE TO COMPLY WITH LEASE TERMS

         Assignee agrees to perform and observe all of the covenants, conditions
and terms of the Lease relating to the period of time from and after the
Effective Date [(insofar, but only insofar, as the same related to the Assigned
Premises)], and to protect, defend, indemnify and hold harmless Assignor from
and against all claims, damages, and expenses of any kind asserted by any person
or entity, including the Lessor, arising out of the nonperformance,
nonobservance or improper performance or observance of the covenants, conditions
or terms of the Lease [(insofar, but only insofar, as the same relates to the
Assigned Premises)]. Assignor shall comply with all remaining terms of the
Lease, to the extent any non-compliance could adversely affect Assignee rights
in or to the Assigned Premises. Assignor agrees to protect, defend, indemnify
and hold harmless Assignee from and against all claims, damages, and expenses of
any kind asserted by any person or entity, including the Airport Lessor, arising
out of the nonperformance, nonobservance or improper performance or observance
prior to the Effective Date of the covenants, conditions or terms of the Lease
[(insofar, but only insofar as the same relates to or



Annex B.SYS.0
Continental Airlines/ExpressJet Airlines, Inc.[ExpressJet as Handling Company]
Dated: January 1, 2001



                                      B-2
<PAGE>

effects the Assigned Premises)]. Nothing herein shall be construed as to
obligate Assignee to be responsible in any way for any hazardous material
located in, or the environmental condition of, the Assigned Premises as of the
Effective Date to the extent not caused by or arising from Assignee's
operations.

         5. APPROVALS

         [This Agreement shall not become effective unless and until the consent
of the Airport Lessor is given by execution of consents for the assignments
herein made, which consents shall be requested on the standard form for such
consents by the lessor as attached hereto as Annex 3. Assignor and Assignee
hereby mutually agree to expeditiously take any and all actions, and to
cooperate fully with each other, with respect to obtaining any approvals,
authorizations, licenses or similar items that may be necessary or desirable in
order to carry out the agreements set forth herein or contemplated hereby. The
parties hereto agree to request the consent of the Lessor on the consent form
attached hereto as Annex 3. The parties agree to make such reasonable changes to
such form as may be required by Lessor.]

         [Consent by Airport Lessor. Airport Lessor, as evidenced by its
execution below, does hereby consent to this Assignment, [releases Assignor from
all of its responsibilities and obligations under the Lease that are
attributable to the period of time after the Effective Date, and] agrees to look
solely to Assignee for performance of all obligations thereafter under the Lease
[as it relates to the Assigned Premises].]

         [Acknowledgement. Assignor and Airport Lessor hereby represent to
Assignee that the Lease is currently in full force and effect, and that they
know of no events of default relating to the Lease or the Assigned Premises as
of the date hereof.]

         6. APPLICABLE LAW

         [The laws of the State where the Assigned Premises are located shall be
used in interpreting this Agreement and in determining the rights of the parties
under it.]

         7. SEVERABILITY

         If any part of this Agreement is held to be invalid by final judgment
of any court of competent jurisdiction, the part held invalid shall be modified
to the extent necessary to make it valid or, if necessary, excised, and the
remainder of the Agreement shall continue to remain effective.

         8. ENTIRE AGREEMENT

         This Agreement contains the entire agreement between the parties with
respect to its subject matter and may not be changed in any way, except by a
written instrument executed by the parties and, if necessary, approved by the
Airport Lessor.

Annex B.SYS.0
Continental Airlines/ExpressJet Airlines, Inc.[ExpressJet as Handling Company]
Dated: January 1, 2001



                                      B-3
<PAGE>

         9. SUCCESSORS AND ASSIGNS

         The provisions of this Agreement shall be binding on the parties, their
successors and assigns.

         IN WITNESS WHEREOF, the parties have properly executed this Agreement
effective the date first above written.

ATTEST:                                        [ASSIGNOR]

                                               BY:
----------------------------                       ----------------------------
                                               TITLE:
                                                      -------------------------
                                               DATE:
                                                     --------------------------


ATTEST:                                        [ASSIGNEE]

                                               BY:
----------------------------                       ----------------------------
                                               TITLE:
                                                      -------------------------
                                               DATE:
                                                     --------------------------


[Consent of Airport Lessor


By:
   -------------------------
         Name:
         Title:

Date:                        ]
      -----------------------

Exhibits to be Attached:

Annex 1 -- Description of Assigned Space
Annex 2 -- Copy of Lease
Annex 3 -- Request for Consent

Annex B.SYS.0
Continental Airlines/ExpressJet Airlines, Inc.[ExpressJet as Handling Company]
Dated: January 1, 2001



                                      B-4
<PAGE>

                                    EXHIBIT C
              to the Master Facility and Ground Handling Agreement

                  FORM OF CONTINENTAL GROUND HANDLING AGREEMENT
            (Continental as Handling Company, Contractor as Carrier)

-----------------
AHM 810 - ANNEX B
-----------------

STANDARD GROUND HANDLING AGREEMENT
SIMPLIFIED PROCEDURE

ANNEX B.SYS.0 -- LOCATIONS AGREED SERVICES, FACILITIES AND CHARGES

to the Standard Ground Handling Agreement (SGHA) of April 1993

Between:          ExpressJet Airlines, Inc.
                  1600 Smith
                  Mail Stop HQSCE
                  Houston, Texas 77002
                  (hereinafter referred to as the "Carrier")

And:              Continental Airlines, Inc.
                  1600 Smith
                  Mail Stop HQSLG
                  Houston, Texas 77002
                  (hereinafter referred to as the "Handling Compan y")

effective from:   January 1, 2001

This Annex        B.SYS.0

for the location: The Handling Company shall provide ground handling services
                  for Scheduled Flights at the airports set forth on
                  Schedule 1 hereto.

                  In addition to the airports on Schedule 1 and except for the
                  airports set forth on Schedule 3 (at which Carrier currently
                  provides ground handling), the Handling Company shall also
                  provide ground handling services to the Carrier pursuant to
                  the terms hereof at each additional airport to which Scheduled
                  Flights are scheduled to fly after the date hereof (each, a
                  "New Airport") unless (i) at the time of commencement of
                  Scheduled Flights to such New Airport, the Handling Company
                  does not fly any flights to such airport; (ii) in the calendar
                  month in which such Scheduled Flights commence, such New
                  Airport would be the first, second or third New Airport at
                  which the Handling


Annex B.SYS.0
Continental Airlines/ExpressJet Airlines, Inc.[ExpressJet as Handling Company]
Dated: January 1, 2001



                                      C-1
<PAGE>

                  Company would not provide services to the Carrier pursuant to
                  the terms hereof; and (iii) the Handling Company gives at
                  least 90 days' prior written notice (or such shorter period of
                  time as is reasonably practicable) before the commencement of
                  Scheduled Flights to such New Airport that the Handling
                  Company will not provide ground handling services at such
                  airport. Schedule 1 shall be amended to reflect each such
                  addition.

                  The Handling Company may elect, upon at least 90 days' prior
                  written notice to the Carrier, to provide ground handling
                  services to the Carrier at any other airport to which
                  Scheduled Flights fly at the time of such election. Schedule 1
                  shall be amended to reflect each such addition.

                  Notwithstanding the foregoing, the Handling Company may elect
                  to terminate the provision of services by the Handling Company
                  pursuant hereto at any airport to which the Handling Company
                  does not fly any flights, upon at least 90 days' prior written
                  notice to the Carrier and in any event only at such time as
                  the Carrier, using its commercially reasonable efforts, is
                  able to provide the ground handling services provided by the
                  Handling Company hereunder with respect to Scheduled Flights
                  at such airport. In addition, the provisions of this agreement
                  shall terminate with respect to any airport to which Scheduled
                  Flights cease to be scheduled (other than a temporary
                  cessation, it being understood that the cessation of seasonal
                  Scheduled Flights upon the end of the relevant season shall
                  constitute a temporary cessation if such Scheduled Flights are
                  expected to resume in the subsequent relevant season).
                  Schedule 1 shall be amended to reflect each such termination.

is valid from:    January 1, 2001
and replaces:     N/A

Capitalized terms used herein that are not defined herein or in the Standard
Ground Handling Agreement of April 1993 as published by the International Air
Transport Association (the "Main Agreement") or in Annex A thereto, shall have
the meanings given to such terms in the Capacity Purchase Agreement among the
Carrier, the Handling Company and ExpressJet Holdings, Inc., the Carrier's
parent.

This Annex B is prepared in accordance with the simplified procedure whereby the
Carrier and the Handling Company agree that the terms and conditions of the Main
Agreement and Annex A to the Main Agreement shall apply as if such terms were
repeated here in full, except as otherwise modified pursuant to this Annex B. By
signing this Annex B, the parties confirm that they are familiar with the
aforementioned Main Agreement and Annex A. The Main Agreement and Annex A, as
modified pursuant to this Annex B shall be referred to herein as the
"Agreement."


Annex B.SYS.0
Continental Airlines/ExpressJet Airlines, Inc.[ExpressJet as Handling Company]
Dated: January 1, 2001



                                      C-2
<PAGE>

PARAGRAPH 1 - HANDLING CHARGES

1.1      The Handling Company shall provide the services of Annex A enumerated
         below for the Carrier's Scheduled Flights at the locations set forth
         above:

         1.1.1.   For services of the Annex A in its:

                  SECTION 1 -- REPRESENTATION AND ACCOMMODATION:

                  1.1.2., 1.1.3., 1.1.4.
                  1.2.1., 1.2.2, 1.2.3.

                  SECTION 2 -- LOAD CONTROL AND COMMUNICATION:

                  2.1.3.
                  2.2.1., 2.2.2., 2.2.3.

                  SECTION 4 -- PASSENGERS AND BAGGAGE:

                  4.1.1., 4.1.2., 4.1.3., 4.1.4., 4.1.5., 4.1.6, 4.1.7.(in
                  accordance with the Baggage Resolution System Agreement, 4.2.,
                  4.3., 4.4.1., 4.4.2. (a), 4.4.4. (a)(c), 4.4.5., 4.4.6.,
                  4.4.7.

                  SECTION 5 -- CARGO AND MAIL:

                  5.1. thru 5.5 (CO's cargo products)

                  SECTION 6 -- RAMP:

                  6.1., 6.2.1., 6.2.2. (a), 6.2.3. (on request at ad hoc rate),
                  6.3., 6.4.3., 6.4.4., 6.4.5., 6.4.6. (a)(b), 6.4.7., 6.4.8.,
                  6.4.9., 6.4.12., 6.5.1. (on request at ad hoc rate), 6.6.1.,
                  6.7.1.

                  SECTION 7 -- AIRCRAFT SERVICING:

                  7.2.2., 7.3., 7.6.2. (ad hoc rates apply)

         1.1.2.   NO SEPARATE FEES FOR SERVICES COVERED UNDER THE SECTIONS
                  LISTED ABOVE:

                  The ground handling services to be provided hereunder shall be
                  provided in consideration of the mutual obligations of the
                  Handling Company and the Carrier set forth in the Capacity
                  Purchase Agreement among the Carrier, the Handling Company and
                  ExpressJet Holdings, Inc., the Carrier's parent, with no
                  separate fee charged hereunder; provided that the additional
                  charges specified in Paragraph 2 below shall apply when
                  applicable; and provided further that the Carrier will be
                  responsible for all airport landing fees and other airport
                  taxes or charges, and shall make payment directly therefor.

         1.1.3    EQUIPMENT PROVIDED BY CARRIER:

                  Notwithstanding anything contained in Paragraph 1.1.1 to the
                  contrary, at each


Annex B.SYS.0
Continental Airlines/ExpressJet Airlines, Inc.[ExpressJet as Handling Company]
Dated: January 1, 2001



                                      C-3
<PAGE>

                  airport that does not constitute a Hub Airport, the Carrier
                  shall be responsible for supplying all ground handling
                  equipment that is usable only for regional jets or turboprops
                  of the type used by Contractor for Scheduled Flights (as
                  opposed to other types of jets flown by the Handling Company),
                  which, as of the date hereof, is the equipment set forth on
                  Schedule 2 hereto, and which equipment shall not be used by
                  Handling Company for any purpose other than providing ground
                  handling services to Carrier. At all Hub Airports, the
                  Handling Company shall be responsible for supplying such
                  equipment. As between Handling Company and Carrier, Handling
                  Company shall be responsible for supplying all other ground
                  handling equipment necessary for the provision of ground
                  handling services hereunder.


PARAGRAPH 2 -- ADDITIONAL CHARGES

2.1      Services in Annex A which are not included in Paragraph 1 of this Annex
         and all other additional services when available will be charged for as
         follows:

         2.1.1.   Overtime. If, upon Carrier's request, the Handling Company
                  agrees to provide additional personnel in order to handle a
                  flight outside of the scheduled arrival and departure times or
                  for any other reason, the Handling Company not will charge
                  Carrier more than the Handling Company's actual cost of
                  providing such additional personnel.

         2.1.2.   Supplies. The Carrier will furnish the Handling Company those
                  items specific to its operation, such as, but not limited to,
                  cabin appearance supplies, (i.e. safety cards, pillows and
                  blankets), baggage tags, forms, ticket envelopes, tariffs,
                  timetables, etc. Any materials or supplies provided to the
                  Carrier by the Handling Company will not be charged back to
                  the Carrier at more than the Handling Company's replacement
                  cost.

         2.1.3.   Third Party Services. The Carrier shall, at the Handling
                  Company's discretion, be responsible for the cost and/or a
                  pro-rata share of the cost, whichever is applicable, incurred
                  by the Handling Company for outside vendor services, such as,
                  but not limited to, water/lavatory services, cabin appearance,
                  ramp handling services, bussing services, aircraft de-icing,
                  aircraft washing and aircraft maintenance services, skycaps,
                  security screening, armed guard and armored car services,
                  baggage claim security, janitorial services, baggage delivery
                  services, wheel chair services, electric cart services, denied
                  boarding compensation, distressed passenger meals and
                  overnight accommodation, etc.

         2.1.4.   De-Icing. For de-icing services provided by the Handling
                  Company, the Handling Company shall not charge the Carrier
                  more than the procurement cost of fluids and all other actual
                  costs of the Handling Company for providing such


Annex B.SYS.0
Continental Airlines/ExpressJet Airlines, Inc.[ExpressJet as Handling Company]
Dated: January 1, 2001



                                      C-4
<PAGE>

                  de-icing services including the Handling Company's actual
                  labor costs associated with such services.

         2.1.6.   Training. At the Handling Company's request, the Carrier
                  agrees to reimburse the Handling Company for all associated
                  out-of-pocket expenses required to train the Handling
                  Company's employees in the Carrier's procedures and
                  administrative requirements.


PARAGRAPH 3 -- DISBURSEMENTS

3.1      At the Handling Company's request, disbursements made on behalf of the
         Carrier shall be reimbursed to the Handling Company at cost.


PARAGRAPH 4 --SETTLEMENT OF ACCOUNT

4.1      All payments to be made pursuant to this Agreement shall be subject to
         the setoff provisions of Section 11.16 of the Capacity Purchase
         Agreement. Notwithstanding Article 7.2 of the Main Agreement, and
         subject to such setoff provisions of the Capacity Purchase Agreement,
         settlement of account shall be effected through the IATA Clearing House
         via the Airlines Clearing House in accordance with the Rules and
         Regulations of the IATA Clearing House and the Airlines Clearing House.


PARAGRAPH 5 -- TERMINATION OF AGREEMENT

5.1      This Agreement may be terminated by either party at any time following
         the termination of the Capacity Purchase Agreement; provided, that this
         Agreement may not be terminated pursuant to this sentence during the
         Wind-Down Period with respect to any location to which Scheduled
         Flights continue to fly during such Wind-Down Period. If the Carrier
         fails to make payments as agreed upon in Paragraph 4.1., the Handling
         Company may terminate the agreement upon twenty-four (24) hours notice
         by letter, teletype or facsimile.


PARAGRAPH 6 -- TRANSFER OF SERVICES

6.1      In accordance with Article 3.1 of the Main Agreement, the Handling
         Company may subcontract the services of Annex A as necessary in order
         to support the Carrier's operation.


Annex B.SYS.0
Continental Airlines/ExpressJet Airlines, Inc.[ExpressJet as Handling Company]
Dated: January 1, 2001



                                      C-5
<PAGE>

PARAGRAPH 7 -- OTHER MODIFICATIONS TO MAIN AGREEMENT

7.1      Sections 11.4, 11.5, 11.6, and 11.10 of the Main Agreement shall not
         apply to this Agreement.

7.2      Handling Company and Carrier agree that all third-parties engaged by
         Carrier or Handling Company as of the date hereof to provide of ground
         handling services to Carrier at any of the airports listed on Schedule
         1 hereto are hereby approved for all purposes of Section 3.1 and
         Section 3.2, as appropriate, of the Main Agreement.



Annex B.SYS.0
Continental Airlines/ExpressJet Airlines, Inc.[ExpressJet as Handling Company]
Dated: January 1, 2001



                                      C-6
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers duly authorized thereunto, as of the 1st
day of January, 2001.

Handling Company:                              Carrier:
CONTINENTAL AIRLINES, INC.                     EXPRESSJET AIRLINES, INC.

BY:                                           BY:
   -----------------------------                  -----------------------------

TITLE:                                        TITLE:
      --------------------------                     --------------------------

DATE:                                         DATE:
     ---------------------------                    ---------------------------



Schedule 1        Airports
Schedule 2        Carrier Equipment
Schedule 3        1/1/01 Carrier-Handled Airports


Annex B.SYS.0
Continental Airlines/ExpressJet Airlines, Inc.[ExpressJet as Handling Company]
Dated: January 1, 2001



                                      C-7
<PAGE>

                                    EXHIBIT D
              to the Master Facility and Ground Handling Agreement

                  FORM OF CONTRACTOR GROUND HANDLING AGREEMENT
            (Contractor as Handling Company, Continental as Carrier)

-----------------
AHM 810 - ANNEX B
-----------------

STANDARD GROUND HANDLING AGREEMENT
SIMPLIFIED PROCEDURE

ANNEX B.SYS.0 -- LOCATIONS AGREED SERVICES, FACILITIES AND CHARGES

to the Standard Ground Handling Agreement (SGHA) of April 1993

Between:              Continental Airlines, Inc.
                      1600 Smith
                      Mail Stop HQSLG
                      Houston, Texas 77002
                      (hereinafter referred to as the "Carrier")

And:                  ExpressJet Airlines, Inc.
                      1600 Smith
                      Mail Stop HQSCE
                      Houston, Texas 77002
                      (hereinafter referred to as the "Handling Company")

effective from:       January 1, 2001

This Annex            B.SYS.0

for the location:     The Handling Company shall provide ground handling
                      services at the airports set forth on Schedule 1 hereto.

                      The Carrier may elect, at its sole discretion and upon at
                      least 90 days notice to the Handling Company, to require
                      the Handling Company to provide ground handling services
                      to the Carrier at any airport to which the Handling
                      Company already flies Scheduled Flights at the time of
                      such election, but only if the Carrier does not provide
                      ground handling services to the Handling Company at
                      such airport. Schedule 1 shall be amended to reflect
                      each such addition.

                      Notwithstanding the foregoing, the Carrier may elect, at
                      its sole discretion and upon at least 90 days' prior
                      written notice to the Handling Company, to terminate the
                      provision of services covered hereunder by the Handling


Annex B.SYS.0
Continental Airlines/ExpressJet Airlines, Inc.[ExpressJet as Handling Company]
Dated: January 1, 2001



                                      D-1
<PAGE>

                      Company at any airport. In addition, the provisions of
                      this agreement shall terminate with respect to any
                      airport to which Scheduled Flights cease to be scheduled
                      (other than a temporary cessation, it being understood
                      that the cessation of seasonal Scheduled Flights upon the
                      end of the relevant season shall constitute a temporary
                      cessation if such Scheduled Flights are expected to resume
                      in the subsequent relevant season). Schedule 1 shall be
                      amended to reflect each such termination.

is valid from:        January 1, 2001
and replaces:         N/A

Capitalized terms used herein that are not defined herein or in the Standard
Ground Handling Agreement of April 1993 as published by the International Air
Transport Association (the "Main Agreement") or in Annex A thereto, shall have
the meanings given to such terms in the Capacity Purchase Agreement among the
Carrier, the Handling Company and ExpressJet Holdings, Inc., the Handling
Company's parent.

This Annex B is prepared in accordance with the simplified procedure whereby the
Carrier and the Handling Company agree that the terms and conditions of the Main
Agreement and Annex A to the Main Agreement shall apply as if such terms were
repeated here in full, except as otherwise modified pursuant to this Annex B. By
signing this Annex B, the parties confirm that they are familiar with the
aforementioned Main Agreement and Annex A. The Main Agreement and Annex A, as
modified pursuant to this Annex B shall be referred to herein as the
"Agreement."


PARAGRAPH 1 -- HANDLING CHARGES

1.1      The Handling Company shall provide the services of Annex A enumerated
         below for the Carrier's scheduled flights at the locations set forth
         above:

         1.1.1.   For services of the Annex A in its:

                  SECTION 1 -- REPRESENTATION AND ACCOMMODATION:

                  1.1.2., 1.1.3., 1.1.4.
                  1.2.1., 1.2.2, 1.2.3.

                  SECTION 2 -- LOAD CONTROL AND COMMUNICATION:

                  2.1.3.
                  2.2.1., 2.2.2., 2.2.3.

                  SECTION 4 -- PASSENGERS AND BAGGAGE:

                  4.1.1., 4.1.2., 4.1.3., 4.1.4., 4.1.5., 4.1.6, 4.1.7.(in
                  accordance with the Baggage Resolution System Agreement, 4.2.,
                  4.3., 4.4.1., 4.4.2. (a), 4.4.4. (a)(c), 4.4.5., 4.4.6.,
                  4.4.7.


Annex B.SYS.0
Continental Airlines/ExpressJet Airlines, Inc.[ExpressJet as Handling Company]
Dated: January 1, 2001

                                      D-2



<PAGE>

                  SECTION 5 -- CARGO AND MAIL:

                  5.1. thru 5.5 (CO's cargo products)

                  SECTION 6 -- RAMP:

                  6.1., 6.2.1., 6.2.2. (a), 6.2.3. (on request at ad hoc rate),
                  6.3., 6.4.3., 6.4.4., 6.4.5., 6.4.6. (a)(b), 6.4.7., 6.4.8.,
                  6.4.9., 6.4.12., 6.5.1. (on request at ad hoc rate), 6.6.1.,
                  6.7.1.

                  SECTION 7 -- AIRCRAFT SERVICING:

                  7.2.2., 7.3., 7.6.2. (ad hoc rates apply)

         1.1.2.   FEES FOR SERVICES COVERED UNDER THE SECTIONS LISTED ABOVE:

                  The charges set forth below do not include airport landing
                  fees, or any other airport taxes or charges. The Carrier will
                  be responsible for such charges at its own expense and shall
                  make payment directly therefor.

                  Flight Fee:

                  The Carrier shall pay to the Handling Company a Base Per
                  Flight Fee for the ground handling services to be provided
                  hereunder, which fee shall equal the Handling Company's cost
                  of providing such services, as reasonably determined by the
                  Handling Company and subject to the audit rights of the
                  Carrier as set forth in Section 3.05 of the Capacity Purchase
                  Agreement.

         1.1.3    EQUIPMENT PROVIDED BY CARRIER:

                  Notwithstanding anything contained in Paragraph 1.1.1 to the
                  contrary, at each airport, the Carrier shall be responsible
                  for supplying all ground handling equipment that is usable
                  only for jet aircraft other than regional jets, which, as of
                  the date hereof, is the equipment set forth on Schedule 2
                  hereto, and which equipment shall not be used by Handling
                  Company for any purpose other than providing ground handling
                  services to Carrier. As between Handling Company and Carrier,
                  Handling Company shall be responsible for supplying all other
                  ground handling equipment necessary for the provision of
                  ground handling services hereunder.


PARAGRAPH 2 -- ADDITIONAL CHARGES

2.1      Services in Annex A which are not included in Paragraph 1 of this Annex
         and all other additional services when available will be charged for as
         follows:

         2.1.1.   Overtime. If, upon Carrier's request, the Handling Company
                  agrees to provide additional personnel in order to handle a
                  flight outside of the scheduled arrival


Annex B.SYS.0
Continental Airlines/ExpressJet Airlines, Inc.[ExpressJet as Handling Company]
Dated: January 1, 2001

                                      D-3



<PAGE>

                  and departure times or for any other reason, the Handling
                  Company will charge Carrier the Handling Company's actual cost
                  of providing such additional personnel.

         2.1.2.   Supplies. The Carrier will furnish the Handling Company those
                  items specific to its operation, such as, but not limited to,
                  cabin appearance supplies, (i.e. safety cards, pillows and
                  blankets), baggage tags, forms, ticket envelopes, tariffs,
                  timetables, etc. Any materials or supplies provided to the
                  Carrier by the Handling Company will be charged back to the
                  Carrier at the Handling Company's replacement cost.

         2.1.3.   Third Party Services. The Carrier shall, at the Handling
                  Company's discretion, be responsible for the cost and/or a
                  pro-rata share of the cost, whichever is applicable, incurred
                  by the Handling Company for outside vendor services, such as,
                  but not limited to, water/lavatory services, cabin appearance,
                  ramp handling services, bussing services, aircraft de-icing,
                  aircraft washing and aircraft maintenance services, skycaps,
                  security screening, armed guard and armored car services,
                  baggage claim security, janitorial services, baggage delivery
                  services, wheel chair services, electric cart services, denied
                  boarding compensation, distressed passenger meals and
                  overnight accommodation, etc.

         2.1.4.   De-Icing. For de-icing services provided by the Handling
                  Company, the Handling Company shall charge the Carrier the
                  procurement cost of fluids and all other actual costs of the
                  Handling Company for providing such de-icing services
                  including the Handling Company's actual labor costs associated
                  with such services.

         2.1.6.   Training. The Carrier agrees to reimburse the Handling Company
                  for all associated out-of-pocket expenses required to train
                  the Handling Company's employees in the Carrier's procedures
                  and administrative requirements.


PARAGRAPH 3 -- DISBURSEMENTS

3.1      Disbursements made on behalf of the Carrier shall be reimbursed to the
         Handling Company at cost.


PARAGRAPH 4 -- SETTLEMENT OF ACCOUNT

4.1      Notwithstanding Article 7.2 of the Main Agreement and subject to the
         setoff provisions of the Capacity Purchase Agreement, settlement of
         account shall be effected through the IATA Clearing House via the
         Airlines Clearing House in accordance with the Rules and Regulations of
         the IATA Clearing House and the Airlines Clearing House.



Annex B.SYS.0
Continental Airlines/ExpressJet Airlines, Inc.[ExpressJet as Handling Company]
Dated: January 1, 2001

                                      D-4



<PAGE>

PARAGRAPH 5 -- TERMINATION OF AGREEMENT

5.1      This Agreement may be terminated by either party at any time following
         the termination of the Capacity Purchase Agreement; provided, that this
         Agreement may not be terminated pursuant to this sentence during the
         Wind-Down Period with respect to any location to which Scheduled
         Flights continue to fly during such Wind-Down Period. If the Carrier
         fails to make payments as agreed upon in Paragraph 4.1., the Handling
         Company may terminate the agreement upon twenty-four (24) hours notice
         by letter, teletype or facsimile.


PARAGRAPH 6 -- TRANSFER OF SERVICES

6.1      In accordance with Article 3.1 of the Main Agreement, the Handling
         Company may subcontract the services of Annex A as necessary in order
         to support the Carrier's operation.

PARAGRAPH 7 -- OTHER MODIFICATIONS TO MAIN AGREEMENT

7.1      Upon the request of the Carrier from time to time at its sole
         discretion, and for so long as requested by the Carrier during the Term
         of this Agreement, the Handling Company shall provide ground handling
         services pursuant to this Agreement at any location covered by this
         Annex B to any of the Carrier's codeshare partners.

7.2      Sections 11.4, 11.5, 11.6, and 11.10 of the Main Agreement shall not
         apply to this Agreement.

7.3      Handling Company and Carrier agree that all third-parties engaged by
         Carrier or Handling Company as of the date hereof to provide of ground
         handling services to Carrier at any of the airports listed on Schedule
         1 hereto are hereby approved for all purposes of Section 3.1 and
         Section 3.2, as appropriate, of the Main Agreement.

7.4      In connection with the determination of the Base Per Flight Fee
         pursuant to Section 1.1.2 above and the charges pursuant to Section 2
         above, Handling Company shall make available for inspection by Carrier
         and its outside auditors, within a reasonable period of time after
         Carrier makes a written request therefor, all of Handling Company's
         books and records (including all financial and accounting records)
         relating to this Agreement and the provision of services hereunder by
         Handling Company. Each of Carrier and its outside auditors shall be
         entitled to make copies and notes of such information as it deems
         necessary and to discuss such records with Handling Company's Chief
         Financial Officer or such other employees or agents of Handling Company
         knowledgeable about such records. Upon the reasonable written request
         of Carrier or its outside auditors, Handling Company will cooperate
         with Carrier and its outside auditors to permit Carrier and its outside
         auditors access to Handling Company's outside auditors for purposes of
         reviewing such records.


Annex B.SYS.0
Continental Airlines/ExpressJet Airlines, Inc.[ExpressJet as Handling Company]
Dated: January 1, 2001



                                      D-5
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers duly authorized thereunto, as of the 1st
day of January, 2001.

Carrier:                                    Handling Company:
CONTINENTAL AIRLINES, INC.                  EXPRESSJET AIRLINES, INC.

BY:                                           BY:
   -----------------------------                  -----------------------------

TITLE:                                        TITLE:
      --------------------------                     --------------------------

DATE:                                         DATE:
     ---------------------------                    ---------------------------


Schedule 1        Airports
Schedule 2        Carrier Equipment



                                      D-6
<PAGE>

                                    EXHIBIT D
                         TERMS OF CODESHARE ARRANGEMENTS


         1. Contractor's use of CO code. During the Term of the Agreement,
Continental shall be permitted to place its two-letter designator code "CO" on
all flights operated by Contractor and shall place its designator code, "CO", on
all flights operated by Contractor with Covered Aircraft. Continental may
suspend the display of its code on flights operated by Contractor if Contractor
is in breach of any of its operational or safety-related obligations under the
Agreement during the period that such breach continues. All Contractor operated
flights that display the CO code are referred to herein as "CO* Flights".

         2. Contractor's display of CO code.

                  (a)      All CO* Flights will be included in the schedule,
                           availability and fare displays of all computerized
                           reservations systems in which Continental and
                           Contractor participate, the Official Airline Guide
                           (to the extent agreed upon) and Continental's and
                           Contractor's internal reservation systems, under the
                           CO code, to the extent possible. Continental and
                           Contractor will take the appropriate measures
                           necessary to ensure the display of the schedules of
                           all CO* Flights in accordance with the preceding
                           sentence.

                  (b)      Continental and Contractor will disclose and identify
                           the CO* Flights to the public as actually being a
                           flight of and operated by Contractor, in at least the
                           following ways:

                           (i)      a symbol will be used in timetables and
                                    computer reservation systems indicating that
                                    CO* Flights are actually operated by
                                    Contractor;

                           (ii)     to the extent reasonable, messages on
                                    airport flight information displays will
                                    identify Contractor as the operator of
                                    flights shown as CO* Flights;

                           (iii)    Continental and Contractor advertising
                                    concerning CO* Flights and Continental and
                                    Contractor reservationists will disclose
                                    Contractor as the operator of each CO*
                                    Flight; and

                           (iv)     in any other manner prescribed by law.

         3. Terms and Conditions of Carriage. In all cases the contract of
carriage between a passenger and a carrier will be that of the carrier whose
code is designated on the ticket. Continental and Contractor shall each
cooperate with the other in the






                                  Exhibit D-1
<PAGE>

exchange of information necessary to conform each carrier's contract of carriage
to reflect service offered by the other carrier.

         4. Notification of irregularities in operations. Contractor shall
promptly notify Continental of all irregularities involving a CO* Flight which
result in any material damage to persons or property as soon as such information
is available and shall furnish to Continental as much detail as practicable. For
purposes of this section, notification shall be made as follows:

         Continental Airlines System Operations Control Center (SOCC)
         1600 Smith
         Houston, Texas 77002
         Attention: Operations Director
         Phone no. (713) 324-7209
         Fax no. (713) 324-2138,
         SITA FCFDDCO.

         5. Code Sharing License.

                  (a) Grant of License. Subject to the terms and conditions of
         the Agreement, Continental hereby grants to Contractor a nonexclusive,
         nontransferable, revocable license to use the CO* designator code on
         all of its flights operated as a CO* Flight.

                  (b) Control of CO* Flights. Subject to the terms and
         conditions of the Agreement, Contractor shall have sole responsibility
         for and control over, and Continental shall have no responsibility for,
         control over or obligations or duties with respect to, each and every
         aspect of Contractor's operation of CO* Flights.

         6. Display of other codes. During the Term of the Agreement,
Continental shall have the exclusive right to determine which other airlines
("Alliance Airlines"), if any, may place their two letter designator codes on
flights operated by Contractor with Covered Aircraft and to enter into
agreements with such Alliance Airlines with respect thereto. Contractor will
cooperate with Continental and any Alliance Airlines in the formation of a code
share relationship between Contractor and the Alliance Airlines and enter into
reasonably acceptable agreements and make the necessary governmental filings, as
requested by Continental, with respect thereto.

         7. Customer First. During the period that Continental places its
designator code on flights operated by Contractor, Contractor will adopt and
follow plans and policies comparable (to the extent applicable and permitted by
law and subject to operational constraints) to Continental's Customer First
Commitments as presently existing and hereafter modified. Contractor
acknowledges that it has received a copy of Continental's presently existing
Customer First Commitments. Continental will provide Contractor with any
modifications thereto promptly after they are made.



                                  Exhibit D-2
<PAGE>



                                    EXHIBIT E
     ADMINISTRATIVE SUPPORT AND INFORMATION SERVICES PROVISIONING AGREEMENT









                                   Exhibit E-1

<PAGE>



                 ADMINISTRATIVE SUPPORT AND INFORMATION SERVICES
                             PROVISIONING AGREEMENT

         This ADMINISTRATIVE SUPPORT AND INFORMATION SERVICES PROVISIONING
AGREEMENT is made and entered into as of January 1, 2001 by and among
Continental Airlines, Inc., a Delaware corporation ("Continental"), ExpressJet
Holdings, Inc., a Delaware corporation ("Holdings"), and ExpressJet Airlines,
Inc., a Delaware corporation and a wholly owned subsidiary of Holdings
("ExpressJet" and collectively with Holdings, "Express").

         WHEREAS, Continental and Express desire to enter into this
Administrative Support and Information Services Provisioning Agreement with
respect to the provision of certain administrative support and information
services in connection with entering into the Capacity Purchase Agreement ,
dated as of January 1, 2001, among Continental, Holdings and ExpressJet;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged and intending to be legally bound
hereby, the parties hereby agree as follows:

         1. Definitions. As used in this Agreement, the following terms shall
have the following definitions:

         "Agreement" means this Administrative Support and Information Services
Provisioning Agreement, as the same may be amended or supplemented from time to
time.

         "Business Day" means any day other than a Saturday, a Sunday, or a day
on which banking institutions located in the State of Texas are authorized or
obligated by law or executive order to close.

         "Capacity Purchase Agreement" means that certain Capacity Purchase
Agreement among Continental, Holdings and ExpressJet dated as of January 1,
2001, as the same may be amended or supplemented from time to time.

         "Continental" has the meaning set forth in the Preamble.

         "Continental's Cost" means, with respect to any Service, the cost to
Continental of providing such Service, including the associated overhead or
general and administrative expenses.

         "Express" has the meaning set forth in the Preamble.

         "ExpressJet" has the meaning set forth in the Preamble.

         "Holdings" has the meaning set forth in the Preamble.

                                       1
<PAGE>

         "Person" means an individual, a partnership, a corporation, a limited
liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.

         "Services" means the services provided by Continental to Express
pursuant to Section 2.

         2. Provision of Services.

         Continental agrees, in consideration of the payments described in
Section 3 hereof, to provide Express with the Services described on Exhibit A
hereto. Subject to the availability of Continental personnel and resources,
Services shall be provided on an "as-needed" basis, as determined in good faith
by Continental, with Express receiving the same priority in the provision of
such Services as is received by Continental's internal operations.

         3. Payment for Services.

         3.1 Subject to the provisions of Section 4, the Services shall be
billed at the applicable monthly rates set forth on Exhibit A for each period
through December 31, 2003 Where feasible, Continental may cause third-party
vendors of Services to bill Express for such services directly.

         3.2 The amounts specified in Exhibit A for Services shall, at
Continental's option, either be set off by Continental against any payment of
any Invoiced Amount under Section 3.06(a) of the Capacity Purchase Agreement,
or, to the extent such amounts are not so set off prior to the 15th Business Day
of the month following the month during which such Services were provided (the
"Services Payment Date"), be payable by Express to Continental on the Services
Payment Date.

         4. Changes in Services or Prices.

         4.1 Adjustments to Pricing. The pricing or billing classification of,
or other charges related to, Services to be provided pursuant to Section 2
hereof may be adjusted by Continental to reflect changes in Continental's Cost
of providing such Services. If Continental desires to adjust the pricing or
billing classification of, or other charges related to, any Service, it shall
provide Express with written notice of the adjustment at least 90 days prior to
the effective date of the proposed change, which notice shall be accompanied
with detailed information supporting the adjustment.

         4.2 Deletions of Services. Upon not less than 30 days prior written
notice, Express may elect to cease receiving any of the Services provided
pursuant hereto, and, in such case, the prices or billing classifications of
Services shall be adjusted pursuant to Section 4.1 to reflect such deletion,
effective upon the date such Services are no longer provided.

                                       2
<PAGE>

         5. Purchasing and Third-Party Vendors

         5.1 Purchasing. If and to the extent that the Services provided
pursuant to this Agreement include the services of Continental's purchasing
department or any affiliate of Continental organized therefor for the purchase
on Express's behalf of supplies or other materials (excluding fuel), Continental
or such affiliate may either purchase such supplies or other material in its own
name or in the name of Express, and to the extent that Express is not billed
directly for any such supplies or other material by the provider thereof,
Express shall promptly reimburse Continental or such affiliate for the actual
cost thereof, including freight, storage and any applicable taxes, but excluding
any allocation by Continental or such affiliate of overhead or general and
administrative expenses.

         5.2 Use of Third-Party Vendors. It is expressly acknowledged by Express
that certain of the Services to be provided by Continental pursuant to this
Agreement may be provided by, or using services supplied by, third parties under
contracts or other arrangements with Continental. Express consents to the use by
Continental of such third-party vendors or subcontractors as Continental, in the
exercise of its sole discretion, may from time to time select.

         6. Standard of Care; Disclaimer of Warranties; Limitation of
Liabilities. Continental's standard of care with respect to the provision of
Services pursuant to this Agreement shall be limited to providing services of
the same general quality as Continental provides for its own internal
operations, and Express's sole and exclusive remedy for the failure by
Continental to meet such standard of care shall be to terminate this Agreement
pursuant to Section 8 hereof. Continental makes no representations or warranties
of any kind, whether express or implied (i) as to the quality or timeliness or
fitness for a particular purpose of Services it provides or any Services
provided hereunder by third-party vendors or subcontractors, or (ii) with
respect to any supplies or other material purchased on behalf of Express
pursuant to this Agreement, the merchantability or fitness for any purpose of
any such supplies or other materials. Under no circumstances shall Continental
have any liability hereunder for damages in excess of amounts paid by Express
under this Agreement or for consequential or punitive damages, including,
without limitation, lost profits.

         7. Independent Parties.

         7.1 Independent Contractors. It is expressly recognized and agreed that
each party, in its performance and otherwise under this Agreement, is and shall
be engaged and acting as an independent contractor and in its own independent
and separate business; and that each party shall retain complete and exclusive
control over its staff and operations and the conduct of its business. Neither
Continental nor Express nor any officer, employee, representative, or agent of
Continental or Express shall in any manner, directly or indirectly, expressly or
by implication, be deemed to be in, or make any representation or take any
action which may give rise to the existence of, any employment, agent,
partnership or other similar relationship as between Continental and Express,
but each party's relationship as respects the other parties in connection with
this Agreement is and shall remain that of an independent contractor.

                                       3
<PAGE>

         7.2 Employees. The employees, agents and independent contractors of
Express are employees, agents, and independent contractors of Express for all
purposes, and under no circumstances will be deemed to be employees, agents or
independent contractors of Continental. The employees, agents and independent
contractors of Continental are employees, agents and independent contractors of
Continental for all purposes, and under no circumstances will be deemed to be
employees, agents or independent contractors of Express. Continental will have
no supervision or control over any such Express employees, agents and
independent contractors and any complaint or requested change in procedure made
by Continental will be transmitted by Continental to Express. Express will have
no supervision or control over any such Continental employees, agents and
independent contractors and any complaint or requested change in procedure made
by Express will be transmitted by Express to Continental.

         8. Transition and Termination.

         8.1 Transition; Term. Promptly after June 30, 2002, the parties hereby
agree to negotiate in good faith and enter into a Transition Services Agreement
with terms reasonably acceptable to each party. The Transition Services
Agreement will provide for the termination of all administrative support and
information services provided by Continental to Express over a period of time to
be set forth therein. Unless terminated earlier pursuant to another provision
hereof, this Agreement shall terminate upon the effectiveness of the Transition
Services Agreement referred to in the preceding sentences or, if no Transition
Services Agreement is entered into, on December 31, 2003.

         8.2 By Express for Breach. Express may terminate this Agreement upon
the occurrence of any material breach of this Agreement by Continental,
including Continental's failure to meet the standard of care described in
Section 6 hereof, which breach shall not have been cured within 60 days after
written notice of such breach is delivered by Express to Continental.

         8.3 By Continental for Breach. Continental may terminate this Agreement
upon the occurrence of any material breach of this Agreement by Express, which
breach shall not have been cured within 60 days after written notice of such
breach is delivered by Continental to Express.

         9. Miscellaneous.

         9.1 Entire Agreement. Except as otherwise set forth in this Agreement,
this Agreement and the exhibit hereto constitute the entire agreement between
the parties hereto with respect to the subject matter hereof and supersede all
prior agreements and understandings, whether written or oral, among the parties
with respect to the subject matter hereof.

         9.2 Authority. Each of the parties hereto represents to the other that
(a) it has the corporate power and authority to execute, deliver and perform
this Agreement, (b) the execution,

                                       4
<PAGE>

delivery and performance of this Agreement by it has been duly authorized by all
necessary corporate action, (c) it has duly and validly executed and delivered
this Agreement, and (d) this Agreement is a legal, valid and binding obligation,
enforceable against it in accordance with its terms subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors' rights generally and general equity principles.

         9.3 Consent to Exclusive Jurisdiction. Any action, suit or proceeding
arising out of any claim that the parties cannot settle through good faith
negotiations shall be litigated exclusively in the state courts of Harris County
of the State of Texas. Each of the parties hereto hereby irrevocably and
unconditionally (a) submits to the jurisdiction of such state courts of Texas
for any such action, suit or proceeding, (b) agrees not to commence any such
action, suit or proceeding except in such state courts of Texas, (c) waives, and
agrees not to plead or to make, any objection to the venue of any such action,
suit or proceeding in such state courts of Texas, (d) waives, and agrees not to
plead or to make, any claim that any such action, suit or proceeding brought in
such state courts of Texas has been brought in an improper or otherwise
inconvenient forum, (e) waives, and agrees not to plead or to make, any claim
that such state courts of Texas lack personal jurisdiction over it, and (f)
waives its right to remove any such action, suit or proceeding to the federal
courts except when such courts are vested with sole and exclusive jurisdiction
by statute. The parties shall cooperate with each other in connection with any
such action, suit or proceeding to obtain reliable assurances that confidential
treatment will be accorded any information that any party shall reasonably deem
to be confidential or proprietary. Each of the parties hereto further covenants
and agrees that, until the expiration of all applicable statutes of limitations
relating to potential claims under this Agreement, each such party shall
maintain a duly appointed agent for the service of summonses and other legal
process in the State of Texas.

         9.4 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas (other than the laws regarding
conflicts of laws) as to all matters, including matters of validity,
construction, effect, performance and remedies.

         9.5 Notices. All notices shall be in writing and shall be deemed given
upon (a) a transmitter's confirmation of a receipt of a facsimile transmission
(but only if followed by confirmed delivery by a standard overnight courier the
following Business Day or if delivered by hand the following Business Day), or
(b) confirmed delivery by a standard overnight courier or delivered by hand, to
the parties at the following addresses:

if to Continental:

     Continental Airlines, Inc.
     1600 Smith Street, HQSCD
     Houston, Texas 77002
     Attention: Senior Vice President - Corporate Development
     Telecopy No.: (713) 324-3229

                                       5
<PAGE>

with a copy to:

     Continental Airlines, Inc.
     1600 Smith Street, HQSLG
     Houston, Texas 77002
     Attention: General Counsel
     Telecopy No.: (713) 324-5161

if to Express, to:

     ExpressJet Holdings, Inc.
     1600 Smith Street, HQSCE
     Houston, Texas 77002
     Attention: Chief Financial Officer
     Telecopy No.: (713) 324-4420

or to such other address as a party hereto may have furnished to the other
parties by a notice in writing in accordance with this Section 9.5.

         9.6 Amendment and Modification. This Agreement may not be amended or
modified in any respect except by a written agreement signed by each of the
parties hereto.

         9.7 Binding Effect; Assignment. This Agreement and all of the
provisions hereof shall be binding upon the parties hereto and inure to the
benefit of the parties hereto and their respective successors and permitted
assigns. Except with respect to a merger of a party with another Person, neither
this Agreement nor any of the rights, interests or obligations hereunder shall
be assigned by a party hereto without the prior written consent of the other
parties, which consent shall not be unreasonably withheld or delayed.

         9.8 Third Party Beneficiaries. Nothing in this Agreement, express or
implied, is intended to or shall confer upon any Person any legal or equitable
right, benefit or remedy of any nature whatsoever under or by reason of this
Agreement, and no Person shall be deemed a third party beneficiary under or by
reason of this Agreement.

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

         9.10 Waiver. The observance of any term of this Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively) by the party entitled to enforce such term, but such waiver shall
be effective only if it is in writing signed by the party against which such
waiver is to be asserted. Unless otherwise expressly provided in this Agreement,
no delay or omission on the part of any party in exercising any right or
privilege under this Agreement shall operate as a waiver thereof, nor shall any
waiver on the part of any party of any right or privilege under this Agreement
operate as a waiver of any other right or privilege under this Agreement nor
shall any single or partial exercise of any right or privilege preclude any
other or further exercise thereof or the exercise of any other right or

                                       6
<PAGE>

privilege under this Agreement. No failure by a party to take any action or
assert any right or privilege hereunder shall be deemed to be a waiver of such
right or privilege in the event of the continuation or repetition of the
circumstances giving rise to such right unless expressly waived in writing by
the party against whom the existence of such waiver is asserted.

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

         9.12 Equitable Remedies. Each of Continental and Express acknowledges
and agrees that under certain circumstances the breach by Continental or any of
its affiliates or Express or any of its affiliates of a term or provision of
this Agreement will materially and irreparably harm the other party, that money
damages will accordingly not be an adequate remedy for such breach and that the
non-defaulting party, in its sole discretion and in addition to its rights under
this Agreement and any other remedies it may have at law or in equity, may,
notwithstanding the provisions contained in Section 9.3, apply to any court of
law or equity of competent jurisdiction (without posting any bond or deposit)
for specific performance and/or other injunctive relief in order to enforce or
prevent any breach of the provisions of this Agreement.

         9.13 References; Construction. The section and other headings and
subheadings contained in this Agreement and the exhibits hereto are solely for
the purpose of reference, are not part of the agreement of the parties hereto,
and shall not in any way affect the meaning or interpretation of this Agreement
or any exhibit hereto. All references to days or months shall be deemed
references to calendar days or months. All references to "$" shall be deemed
references to United States dollars. Unless the context otherwise requires, any
reference to a "Section" or an "Exhibit" shall be deemed to refer to a section
of this Agreement or an exhibit to this Agreement, as applicable. The words
"hereof," "herein" and "hereunder" and words of similar import referring to this
Agreement refer to this Agreement as a whole and not to any particular provision
of this Agreement. Whenever the words "include," "includes" or "including" are
used in this Agreement, unless otherwise specifically provided, they shall be
deemed to be followed by the words "without limitation." This Agreement shall be
construed without regard to any presumption or rule requiring construction or
interpretation against the party drafting or causing the document to be drafted.

         9.14 Equal Opportunity. EEO clauses contained at 11 C.F.R. Sections
60-1.4, 60-250.4 and 60-741.4 are hereby incorporated by reference. Each party
shall comply with all equal opportunity laws and regulations which apply to or
must be satisfied by that party as a result of this Agreement.

                                       7
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.

CONTINENTAL AIRLINES, INC.             EXPRESSJET HOLDINGS, INC.

By:                                    By:
    -------------------------------        -------------------------------------

Title:                                 Title:
       ----------------------------           ----------------------------------

                                       EXPRESSJET AIRLINES, INC.

                                       By:
                                           -------------------------------------

                                       Title:
                                              ----------------------------------

                                       8




<PAGE>



                                    EXHIBIT F
                            FUEL PURCHASING AGREEMENT










<PAGE>


                            FUEL PURCHASING AGREEMENT

         This Fuel Purchasing Agreement (this "Agreement") is made as of this
1st day of January 2001, by and between CONTINENTAL AIRLINES, INC., a Delaware
corporation ("Continental"), and EXPRESSJET AIRLINES, INC., a Delaware
corporation ("ExpressJet").

         WHEREAS, Continental, ExpressJet and ExpressJet Holdings, ExpressJet's
parent ("Holdings"), are entering into a Capacity Purchase Agreement
contemporaneously with the execution of this Agreement (the "Capacity Purchase
Agreement");

         WHEREAS, ExpressJet has requested that Continental purchase on
ExpressJet's behalf and supply it with all of the jet fuel needed to provide the
Regional Airline Services, and Continental is willing to do so on the terms and
subject to the conditions of this Agreement;

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

1. Definitions. All capitalized terms that are used and not otherwise defined
herein shall have the meanings given to such terms in the Capacity Purchase
Agreement.

2. Products Covered. The product covered by this Agreement shall be aviation jet
fuel meeting ASTM Specification D 1655-99 (such fuel being referred to herein as
"Fuel"). The definition of future products and the scope of this Agreement may
be revised from time to time upon mutual consent of the parties.

3. Services to Be Provided. Continental shall supply or cause to be supplied to
ExpressJet all Fuel that ExpressJet shall require to provide the Regional
Airline Services, and ExpressJet shall purchase and pay for such Fuel in
accordance with the terms and conditions of Section 5 of this Agreement. In
connection with the provision of Fuel to ExpressJet pursuant to this Agreement,
Continental shall manage all aspects of procuring, transporting and delivering
Fuel to ExpressJet in respect of Regional Airline Services, including without
limitation selecting the source of Fuel, negotiating and consummating agreements
with fuel suppliers and into-plane service providers, providing consortium
representation and furnishing day-to-day management pertaining to any
fuel-related services. Continental shall be the exclusive provider of Fuel and
fuel-related services used to provide Regional Airline Services during the term
of this Agreement.

4. Planning. ExpressJet will provide Continental each month with a rolling
twelve-month forecast of fuel needs not later than the 5th day of such month,
which forecast shall reflect the Final Monthly Schedule for such month,
Continental's proposed schedule for Scheduled Flights for the two months
following such month as presented to ExpressJet pursuant to Section 2.01(b) of
the Capacity Purchase Agreement and such other information published by
Continental regarding scheduled ExpressJet flights over the next twelve-month
period.





                                      F-1
<PAGE>

5. Price and Payment.

         (a)      In consideration of Continental providing Fuel and other
                  services to ExpressJet pursuant to this Agreement, ExpressJet
                  shall pay Continental, in accordance with the terms of Section
                  5(b) with respect to any applicable period, an amount in cash
                  equal to the Contract Fuel Rate multiplied by the amount of
                  Fuel so provided during such period. For the avoidance of
                  doubt, the parties agree that all of Continental's costs,
                  gains or losses resulting from engaging in any fuel-price
                  hedging transactions with respect to Fuel provided to
                  ExpressJet under this Agreement shall be for Continental's
                  account.

         (b)      Not later than two (2) Business Days prior to the beginning of
                  each calendar month during the term of this Agreement,
                  Continental shall send an invoice to ExpressJet setting forth
                  the estimated amount payable by ExpressJet to Continental for
                  Fuel and services to be rendered hereunder for the following
                  calendar month, which amounts shall, at Continental's option,
                  either be set off by Continental against any payment of any
                  Invoiced Amount under Section 3.06(a) of the Capacity Purchase
                  Agreement, or be immediately payable by ExpressJet on or
                  before the beginning of each calendar month. Not later than 12
                  days following the end of each calendar month, Continental and
                  ExpressJet shall reconcile actual amounts due in respect of
                  such calendar month pursuant to Section 5(a) with the
                  estimated amounts paid by ExpressJet pursuant to the first
                  sentence of this Section 5(b), such reconciliation to occur
                  pursuant to Section 3.06(b) of the Capacity Purchase
                  Agreement.

6. Fuel Storage Consortia. Continental may, in its sole discretion and at its
sole expense, direct ExpressJet to do any of the following (in which event
ExpressJet shall comply with Continental's directions): (i) join any fuel
consortium selected by Continental at any airport at which Continental provides
Fuel to ExpressJet, (ii) terminate any membership that it has or may have in any
such consortium or (iii) not join any such consortium at any such airport and,
in lieu thereof, pay a non-member fee to such consortium for the right to use
fuel stored at such consortium's storage facilities.

7. Term. This agreement is coterminous with the Capacity Purchase Agreement and
may be terminated by either party upon the termination of the Capacity Purchase
Agreement; provided, however, that if a party hereto elects to terminate this
Agreement as a result of the Capacity Purchase Agreement being terminated, the
terms of this Agreement shall continue with respect to any locations to which
Scheduled Flights are flown during the Wind-Down Period.

8. Authority. Each of the parties hereto represents to the other that (a) it has
the corporate power and authority to execute, deliver and perform this
Agreement, (b) the execution, delivery and performance of this Agreement by it
has been duly authorized by all necessary corporate action, (c) it has duly and
validly executed and delivered this Agreement, and (d) this Agreement is a
legal, valid and binding obligation, enforceable against it in accordance with
its terms subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights generally and
general equity principles.





                                      F-2
<PAGE>

9. Consent to Exclusive Jurisdiction. Any action, suit or proceeding arising out
of any claim that the parties cannot settle through good faith negotiations
shall be litigated exclusively in the state courts of Harris County of the State
of Texas. Each of the parties hereto hereby irrevocably and unconditionally (a)
submits to the jurisdiction of such state courts of Texas for any such action,
suit or proceeding, (b) agrees not to commence any such action, suit or
proceeding except in such state courts of Texas, (c) waives, and agrees not to
plead or to make, any objection to the venue of any such action, suit or
proceeding in such state courts of Texas, (d) waives, and agrees not to plead or
to make, any claim that any such action, suit or proceeding brought in such
state courts of Texas has been brought in an improper or otherwise inconvenient
forum, (e) waives, and agrees not to plead or to make, any claim that such state
courts of Texas lack personal jurisdiction over it, and (f) waives its right to
remove any such action, suit or proceeding to the federal courts except when
such courts are vested with sole and exclusive jurisdiction by statute. The
parties shall cooperate with each other in connection with any such action, suit
or proceeding to obtain reliable assurances that confidential treatment will be
accorded any information that any party shall reasonably deem to be confidential
or proprietary. Each of the parties hereto further covenants and agrees that,
until the expiration of all applicable statutes of limitations relating to
potential claims under this Agreement, each such party shall maintain a duly
appointed agent for the service of summonses and other legal process in the
State of Texas.

10. Binding Effect; Assignment. This Agreement and all of the provisions hereof
shall be binding upon the parties hereto and inure to the benefit of the parties
hereto and their respective successors and permitted assigns. Neither this
Agreement nor any of the rights, interests or obligations hereunder shall be
assigned by either party without the prior written consent of the other party.
Notwithstanding the foregoing, Continental may assign its rights and delegate
its duties hereunder to a successor that is a certificated air carrier and that
will continue to operate a significant portion of Continental's current airline
operations.

11. Employees of Continental. The employees, agents and independent contractors
of Continental engaged in performing any of the services Continental is to
perform pursuant to this Agreement are employees, agents and independent
contractors of Continental for all purposes, and under no circumstances will be
deemed to be employees, agents or independent contractors of ExpressJet. In its
performance under this Agreement, Continental will act, for all purposes, as an
independent contractor and not as an agent for ExpressJet. ExpressJet will have
no supervisory power or control over any employees, agents or independent
contractors engaged by Continental in connection with its performance hereunder.

12. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas (other than laws regarding
conflicts of laws) as to all matters, including matters of validity,
construction, effect, performance and remedies.

13. Notices. All notices shall be in writing and shall be deemed given upon (a)
a transmitter's confirmation of a receipt of a facsimile transmission (but only
if followed by confirmed delivery of a standard overnight courier the following
Business Day or if delivered by hand the following Business Day), or (b)
confirmed delivery of a standard overnight courier or delivered by hand, to the
parties at the following addresses:





                                      F-3
<PAGE>

if to Continental:

         Continental Airlines, Inc.
         1600 Smith Street, HQSCD
         Houston, Texas  77002
         Attention:  Senior Vice President - Corporate Development
         Telecopy No.:  (713) 324-3229

with a copy to:

         Continental Airlines, Inc.
         1600 Smith Street, HQSCD
         Houston, Texas  77002
         Attention:  General Counsel
         Telecopy No.:  (713) 324-5161

if to ExpressJet, to:

         ExpressJet Airlines, Inc.
         1600 Smith Street, HQSCE
         Houston, Texas  77002
         Attention:  Chief Financial Officer
         Telecopy No.:  (713) 324-4420

or to such other address as either party hereto may have furnished to the other
party by a notice in writing in accordance with this Section 2.

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

15. Entire Agreement. Except as otherwise set forth in this Agreement, this
Agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof and supersedes all prior agreements and
understandings, whether written or oral, between the parties with respect to
such subject matter.

16. Amendment and Modification. This Agreement may not be amended or modified in
any respect except by a written agreement signed by both of the parties hereto.





                                      F-4
<PAGE>

17. Third Party Beneficiaries. Nothing in this Agreement, express or implied, is
intended to or shall confer upon any Person any legal or equitable right,
benefit or remedy of any nature whatsoever under or by reason of this Agreement,
and no Person shall be deemed a third party beneficiary under or by reason of
this Agreement.

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

19. Waiver. The observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or prospectively)
by the party entitled to enforce such term, but such waiver shall be effective
only if it is in writing signed by the party against which such waiver is to be
asserted. Unless otherwise expressly provided in this Agreement, no delay or
omission on the part of any party in exercising any right or privilege under
this Agreement shall operate as a waiver thereof, nor shall any waiver on the
part of any party of any right or privilege under this Agreement operate as a
waiver of any other right or privilege under this Agreement nor shall any single
or partial exercise of any right or privilege preclude any other or further
exercise thereof or the exercise of any other right or privilege under this
Agreement. No failure by either party to take any action or assert any right or
privilege hereunder shall be deemed to be a waiver of such right or privilege in
the event of the continuation or repetition of the circumstances giving rise to
such right unless expressly waived in writing by the party against whom the
existence of such waiver is asserted.

20. Equitable Remedies. Each of Continental and ExpressJet acknowledges and
agrees that under certain circumstances the breach by Continental or any of its
affiliates or ExpressJet or any of its affiliates of a term or provision of this
Agreement will materially and irreparably harm the other party, that money
damages will accordingly not be an adequate remedy for such breach and that the
non-defaulting party, in its sole discretion and in addition to its rights under
this Agreement and any other remedies it may have at law or in equity, may,
notwithstanding the provisions contained in Section 10, apply to any court of
law or equity of competent jurisdiction (without posting any bond or deposit)
for specific performance and/or other injunctive relief in order to enforce or
prevent any breach of the provisions of this Agreement.

21. References; Construction. The section and other headings and subheadings
contained in this Agreement are solely for the purpose of reference, are not
part of the agreement of the parties hereto, and shall not in any way affect the
meaning or interpretation of this Agreement. All references to days or months
shall be deemed references to calendar days or months. Unless the context
otherwise requires, any reference to a "Section" shall be deemed to refer to a
section of this Agreement. The words "hereof," "herein" and "hereunder" and
words of similar import referring to this Agreement refer to this Agreement as a
whole and not to any particular provision of this Agreement. Whenever the words
"include," "includes" or "including" are used in this Agreement, unless
otherwise specifically provided, they shall be deemed to be followed by the
words "without limitation." This Agreement shall be construed without regard to
any presumption or rule requiring construction or interpretation against the
party drafting or causing the document to be drafted.





                                      F-5
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers duly authorized thereunto, as of the 1st
day of January, 2001.


CONTINENTAL AIRLINES, INC.             EXPRESSJET AIRLINES, INC.



By:                                    By:
    -------------------------------        -------------------------------------

Name:                                  Name:
     ------------------------------         ------------------------------------

Title:                                 Title:
       ----------------------------           ----------------------------------





                                      F-6
<PAGE>



                                    EXHIBIT G
                USE OF CONTINENTAL MARKS AND OTHER IDENTIFICATION


1.       Grant. Continental hereby grants to Contractor, and Contractor accepts,
         a non-exclusive, personal, non-transferable, royalty-free right and
         license to adopt and use the Continental Marks and other Identification
         in connection with the rendering by Contractor of Regional Airline
         Services, subject to the conditions and restrictions set forth herein.

2.       Ownership of the Continental Marks and Other Identification.

         a.       Continental shall at all times remain the owner of the
                  Continental Marks and the other Identification and any
                  registrations thereof and Contractor's use of any Continental
                  Marks or other Identification shall clearly identify
                  Continental as the owner of such marks (to the extent
                  practical) to protect Continental's interest therein.

         b.       Contractor acknowledges Continental's ownership of the
                  Continental Marks and the other Identification and further
                  acknowledges the validity of the Identification. Contractor
                  agrees that it will not do anything that in any way infringes
                  or abridges Continental's rights in the Identification or
                  directly or indirectly challenges the validity of the
                  Identification.

3.       Use of the Continental Marks and the Other Identification.

         a.       Contractor shall use the Continental Marks and other
                  Identification only as authorized herein by Continental and in
                  accordance with such standards of quality as Continental may
                  establish.

         b.       Contractor shall use the Identification on all Covered
                  Aircraft and all facilities, equipment, uniforms and printed
                  materials used in connection with the Regional Airline
                  Services.

         c.       Contractor shall not use the Identification for any purpose
                  other than as set forth in this Exhibit G, and specifically
                  shall have no right to use the Continental Marks or other
                  Identification on or in any Uncovered Aircraft or in
                  connection with any other operations of Contractor.

         d.       Continental shall have exclusive control over the use and
                  display of the Continental Marks and other Identification, and
                  may change the Identification at any time and from time to
                  time (including by adding or deleting marks from the list
                  specified in this Exhibit G), in which case Contractor shall
                  as soon as practicable make such changes as are requested by
                  Continental to utilize the new Identification; provided that
                  Continental shall either pay directly the reasonable costs of
                  making such changes to






                                  Exhibit G-1
<PAGE>

                  the Identification or shall promptly reimburse Contractor for
                  its reasonable expenses incurred in making such changes.

         e.       Nothing shall abridge Continental's right to use and/or to
                  license the Identification, and Continental reserves the right
                  to the continued use of all the Identification, to license
                  such other uses of the Identification and to enter into such
                  agreements with other carriers providing for arrangements
                  similar to those with Contractor as Continental may desire. No
                  term or provision of this Agreement shall be construed to
                  preclude the use of the Continental Marks or other
                  Identification by other persons or for similar or other uses
                  not covered by this Agreement.

4.       Continental-Controlled Litigation. Continental at its sole expense
         shall take all steps that in its opinion and sole discretion are
         necessary and desirable to protect the Continental Marks and other
         Identification against any infringement or dilution. Contractor agrees
         to cooperate fully with Continental in the defense and protection of
         the Continental Marks and other Identification as reasonably requested
         by Continental. Contractor shall report to Continental any infringement
         or imitation of, or challenge to, the Continental Marks and other
         Identification, immediately upon becoming aware of same. Contractor
         shall not be entitled to bring, or compel Continental to bring, an
         action or other legal proceedings on account of any infringements,
         imitations, or challenges to any element of the Continental Marks and
         other Identification without the written agreement of Continental.
         Continental shall not be liable for any loss, cost, damage or expense
         suffered or incurred by Contractor because of the failure or inability
         to take or consent to the taking of any action on account of any such
         infringements, imitations or challenges or because of the failure of
         any such action or proceeding. If Continental shall commence any action
         or legal proceeding on account of such infringements, imitations or
         challenges, Contractor agrees to provide all reasonable assistance
         requested by Continental in preparing for and prosecuting the same.

5.       Revocation of License. Continental shall have the right to cancel the
         license provided herein in whole or in part at any time and for any
         reason, in which event all terminated rights to use the Identification
         provided Contractor herein shall revert to Continental and shall not be
         used by Contractor in connection with any operations of Contractor. The
         following provisions shall apply to the termination of the license
         provided herein: (i) in the case of a termination of the license to use
         the globe element of the Continental Marks, Contractor shall cease all
         use of the globe element of the Continental Marks with respect to each
         Covered Aircraft within 90 days of such aircraft being withdrawn from
         the capacity purchase provisions of the Agreement, and shall cease all
         use of the globe element of the Continental Marks in all other respects
         within 90 days of last Covered Aircraft becoming an Uncovered Aircraft
         (unless this Agreement is terminated for Cause or pursuant to Section
         9.03(b) or the first sentence of Section 9.03(c), in which case
         Contractor shall cease all use of the globe element of the Continental
         Marks







                                  Exhibit G-2
<PAGE>

         within 45 days of the Termination Date); (ii) in the case of a
         termination of the license to use any other Continental Marks and
         Identification, Contractor shall cease all use of such other
         Continental Marks and Identification within 45 days of the termination
         of the license for such other Continental Marks and other
         Identification. Within such specified period, Contractor shall change
         its facilities, equipment, uniforms and supplies to avoid any customer
         confusion or the appearance that Contractor is continuing to have an
         operating relationship with Continental, and Contractor shall not
         thereafter make use of any word, words, term, design, name or mark
         confusingly similar with the Continental Marks or other Identification
         so that any such word, words, term, design, name or mark would present
         a likelihood of confusion or otherwise suggest a continuing
         relationship between Contractor and Continental.

6.       Assignment. The non-exclusive license granted by Continental to
         Contractor is personal to Contractor and may not be assigned,
         sub-licensed or transferred by Contractor in any manner without the
         written consent of a duly authorized representative of Continental.

7.       Continental Marks. The Continental Marks are as follows:

         CONTINENTAL EXPRESS
         CONTINENTAL EXPRESS'S LOGO (DESIGN) IN COLOR
         CONTINENTAL EXPRESS'S LOGO (DESIGN) IN BLACK & WHITE

                                     [LOGO]

8.       Aircraft Livery. The aircraft livery shall be as follows, unless
         otherwise directed by Continental: The colors blue, gray, white and
         gold are used on the aircraft. The color white appears on the top
         approximate 2/3 of the body of the aircraft; the color gray appears
         below the color white on the remainder of the bottom portion of the
         body of the aircraft; the color gold is used as a stripe or band
         dividing the white and gray colors. The tail of the aircraft is
         primarily blue with a logo design in a gold and white combination and
         the trade name is written in blue on the white portion of the body of
         the aircraft. The color blue is the dominant aircraft interior color.

9.       Survival. The provisions of this Exhibit G shall survive the
         termination of this Agreement for a period of six years.




                                  Exhibit G-3
<PAGE>



                                    EXHIBIT H
                             USE OF CONTRACTOR MARKS


1.       Grant. Contractor hereby grants to Continental, and Continental
         accepts, a non-exclusive, personal, non-transferable, royalty-free
         right and license to adopt and use the Contractor Marks (as defined
         below) in connection with Continental's entering into this Agreement,
         subject to the conditions and restrictions set forth herein.

2.       Ownership of the Contractor Marks.

         a.       Contractor shall at all times remain the owner of the
                  Contractor Marks and any registrations thereof and
                  Continental's use of any Contractor Marks shall clearly
                  identify Contractor as the owner of such marks (to the extent
                  practical) to protect Contractor's interest therein.

         b.       Continental acknowledges Contractor's ownership of the
                  Contractor Marks and further acknowledges the validity of the
                  Contractor Marks. Continental agrees that it will not do
                  anything that in any way infringes or abridges Contractor's
                  rights in the Contractor Marks or directly or indirectly
                  challenges the validity of the Contractor Marks.

3.       Use of the Contractor Marks.

         a.       Continental shall use the Contractor Marks only as authorized
                  herein by Contractor and in accordance with such standards of
                  quality as Contractor may establish.

         b.       Continental shall use the Contractor Marks as necessary or
                  appropriate in Continental's sole discretion in connection
                  with the Regional Airline Services, including without
                  limitation the sale or disposition by Continental of the seat
                  inventory of the Scheduled Flights.

         c.       Continental shall not use the Contractor Marks for any purpose
                  other than as set forth in this Exhibit H, and specifically
                  shall have no right to use the Contractor Marks in connection
                  with any other operations of Continental.

         d.       Contractor may change the Contractor Marks at any time and
                  from time to time (including by adding or deleting marks from
                  the list specified in this Exhibit H), in which case
                  Continental shall as soon as practicable make such changes as
                  are requested by Contractor to utilize the new Contractor
                  Marks; provided that Contractor shall either pay directly the
                  reasonable costs of making such changes to the Contractor
                  Marks or shall promptly reimburse Continental for its
                  reasonable expenses incurred in making such changes.






                                  Exhibit H-1
<PAGE>

         e.       Nothing shall abridge Contractor's right to use and/or to
                  license the Contractor Marks, and Contractor reserves the
                  right to the continued use of all the Contractor Marks, to
                  license such other uses of the Contractor Marks and to enter
                  into such agreements with other carriers providing for
                  arrangements similar to those with Continental as Contractor
                  may desire. No term or provision of this Agreement shall be
                  construed to preclude the use of the Contractor Marks by other
                  persons or for other similar uses not covered by this
                  Agreement.

4.       Contractor-Controlled Litigation. Contractor at its sole expense shall
         take all steps that in its opinion and sole discretion are necessary
         and desirable to protect the Contractor Marks against any infringement
         or dilution. Continental agrees to cooperate fully with Contractor in
         the defense and protection of the Contractor Marks as reasonably
         requested by Contractor. Continental shall report to Contractor any
         infringement or imitation of, or challenge to, the Contractor Marks,
         immediately upon becoming aware of same. Continental shall not be
         entitled to bring, or compel Contractor to bring, an action or other
         legal proceedings on account of any infringements, imitations, or
         challenges to any element of the Contractor Marks without the written
         agreement of Contractor. Contractor shall not be liable for any loss,
         cost, damage or expense suffered or incurred by Continental because of
         the failure or inability to take or consent to the taking of any action
         on account of any such infringements, imitations or challenges or
         because of the failure of any such action or proceeding. If Contractor
         shall commence any action or legal proceeding on account of such
         infringements, imitations or challenges, Continental agrees to provide
         all reasonable assistance requested by Contractor in preparing for and
         prosecuting the same.

5.       Revocation of License. Contractor shall have the right to cancel the
         license provided herein in whole or in part at any time and for any
         reason, in which event all terminated rights to use the Contractor
         Marks provided Continental herein shall revert to Contractor and shall
         not be used by Continental in connection with any operations of
         Continental. Continental shall cease all use of the Contractor Marks in
         all respects upon the last Covered Aircraft becoming an Uncovered
         Aircraft. Continental shall not thereafter make use of any word, words,
         term, design, name or mark confusingly similar with the Contractor
         Marks so that any such word, words, term, design, name or mark would
         present a likelihood of confusion or otherwise suggest a continuing
         relationship between Continental and Contractor.

6.       Assignment. The non-exclusive license granted by Contractor to
         Continental is personal to Continental and may not be assigned,
         sub-licensed or transferred by Continental in any manner without the
         written consent of a duly authorized representative of Contractor.



                                  Exhibit H-2
<PAGE>

7.       Contractor Marks. The Contractor Marks are as follows: XJT.

8.       Survival. The provisions of this Exhibit H shall survive the
         termination of this Agreement for a period of six years.



                                  Exhibit H-3
<PAGE>



                                    EXHIBIT I
                               CATERING STANDARDS


Station Services

o    Contractor will provide caterer oversight at Contractor Airports that are
     non-Chelsea Catering locations. Continental will provide caterer oversight
     at Continental Airports that are non-Chelsea Catering locations.

o    At Contractor Airports without contract catering, Contractor will provide
     supplies and beverage uplift as necessary and will remove, store and
     re-board perishable supply and beverage items on RON/originating flights.
     At Continental Airports without contract catering, Continental will provide
     supplies and beverage uplift as necessary and will remove, store and
     re-board perishable supply and beverage items on RON/originating flights.

o    Contractor will provide meal ordering services at Contractor Airports that
     are non-Chelsea Catering locations or where catering is downlined by
     Chelsea Catering. Continental will provide meal ordering services at
     Continental Airports that are non-Chelsea Catering locations or where
     catering is downlined by Chelsea Catering.

o    Contractor will provide trained catering truck guide person for all
     Contractor Airports that are Chelsea Catering locations to assist with
     backing off the aircraft. Continental will provide trained catering truck
     guide person for all Continental Airports that are Chelsea Catering
     locations to assist with backing off the aircraft.

o    Contractor will coordinate and communicate with Chelsea Catering regarding
     all flight activity, cancellations and irregular operations providing
     necessary information in a timely manner.

Onboard Services

o    Continental has right to determine meal/beverage service parameters and
     scheduling for Scheduled Flights.

o    Continental has right to conduct onboard service audits on Scheduled
     Flights to ensure service standards are being met.

o    Contractor flight attendants providing Regional Airline Services will be
     trained on meal and beverage service procedures, including liquor and
     duty-free sales and cash handling, and will collect all on-board revenue
     for liquor and duty-free sales.

o    Contractor will provide sufficient galley service ship's equipment to
     operate, such as hot jugs, coffee makers and trash bins.



                                  Exhibit I-1
<PAGE>



                                    EXHIBIT J
                              TICKET HANDLING TERMS

         1. Passenger Ticket Stock and Accounting Procedures. Continental will
provide Contractor with Continental passenger ticket stock in accordance with
the following procedures:

                  A. Continental will supply Contractor with adequate supplies
         of all necessary passenger ticket forms, bag tags, boarding passes,
         validator plates and other documents and materials necessary to enable
         Contractor to operate in a manner consistent with Continental
         procedures, upon request to the office designated by Continental from
         time to time. A receipt for all ticket forms delivered to Contractor
         shall be signed by an appropriate representative of Contractor, and
         Contractor shall comply with Continental's procedures with respect to
         the control of, safeguarding of and accounting for ticket stock and
         validator plates. All tickets and other documents and materials
         supplied by Continental for use in connection with the Agreement shall
         be and remain the property of Continental and shall be held in trust
         for Continental by Contractor and issued or otherwise utilized only as
         provided in the Agreement.

                  B. Contractor shall be responsible for the safe and secure
         custody and care of all tickets and other documents and materials
         furnished by Continental. The tickets and other documents of
         Continental shall be secured in a manner satisfactory to Continental
         and consistent with any applicable IATA standards and specifications.
         Such tickets and documents and all records relating to them and to the
         sale of transportation on Continental shall at all times be made
         available for inspection by Continental or its designated
         representative.

                  C. All tickets shall be issued by Contractor in accordance
         with the currently effective tariffs and contract of carriage
         applicable to the transportation being purchased and applicable trade
         manuals, all in accordance with appropriate instructions, which may be
         issued from time to time by Continental.

                  D. All tickets shall be issued by Contractor in numerical
         sequence and all must be accounted for at each reporting period. All
         auditors' coupons for tickets issued by Contractor and all coupons of
         voided tickets shall be sent to the office or offices designated by
         Continental from time to time on the workday following issuance.

                  E. All checks accepted for the sale of tickets on Continental
         ticket stock shall be payable to Continental and acceptance of checks
         shall conform to Continental's acceptance procedures. Any losses
         resulting from returned checks where Contractor has failed to follow
         Continental's acceptance procedures, will be charged to Contractor
         after Continental exhausts reasonable efforts to collect.




                                  Exhibit J-1
<PAGE>

                  F. All tickets issued for a form of payment other than cash or
         check shall be supported by such documents as shall be specified by
         Continental.

                  G. Contractor shall assume full liability for and agrees to
         defend, indemnify and hold Continental harmless from and against any
         and all claims, demands, liability, expenses, losses, costs or damages
         whatsoever in any manner arising out of or attributed to Contractor'
         possession, issuance, loss, misapplication, theft, or forgery of
         tickets, other travel documents, or supplies furnished by Continental
         to Contractor including but not limited to lost ticket forms, bag tags,
         boarding passes or other documents and errors in ticket issuance. In
         the event Contractor loses or has stolen any ticket, fails to return
         tickets or other documents to Continental upon demand, fails to remit
         pursuant to the Agreement the monies to which Continental is entitled
         from the sale of any such ticket or document, or fails to account
         properly for any such tickets or document, Contractor shall be liable
         to Continental for the agreed value of any such ticket or document,
         which is agreed to be the actual damages or loss sustained by
         Continental from usage of any such ticket or document, as measured by
         the then current, non-discounted retail price of the transportation or
         other service obtained with the ticket or document or, if such value
         cannot be determined, US $2,000.00 per ticket.

                  H. Contractor may accept all credit cards honored by
         Continental and is appointed Continental's agent for such purpose,
         provided:

                           (i) Contractor observes the floor limits for each
                  credit card set by the issuer of the credit card (the "Card
                  Issuer") as amended by the Card Issuer from time to time;

                           (ii) Contractor accepts each credit card within the
                  terms of the contracts between Continental and Card Issuer;

                           (iii) Contractor complies with 14 CFR, Part 374;

                           (iv) Contractor does not accept blacklisted cards;

                           (v) Contractor shall reimburse Continental for any
                  losses incurred by Continental as a result of Contractor'
                  failure to observe the terms of this section or of the
                  contracts between Continental and the Card Issuer;

                           (vi) Contractor complies with all of Continental's
                  established procedures relating to credit cards; and

                           (vii) For tickets that are not for transportation on
                  Scheduled Flights, Contractor shall reimburse Continental for
                  all charge backs, returns and other direct charges
                  attributable to or arising from Contractor'





                                  Exhibit J-2
<PAGE>

                  acceptance of credit cards, unless either (a) Continental has
                  realized an offsetting credit (including through the return
                  and cancellation of a previously issued ticket) or (b) such
                  charge back, return or other charge resulted from the gross
                  negligence, recklessness, or willful misconduct of
                  Continental.

                  I. Contractor shall prepare and furnish to Continental all
         written reports, accounts, and documentation with regard to ticket
         handling that Continental may require daily or at such lesser frequency
         as Continental may prescribe, at its sole discretion, from time to time
         during the life of the Agreement. Contractor will comply with all
         reasonable procedures specified by Continental with regard to ticket
         handling.

                  J. Within two business days after the termination of the
         Agreement for any reason, Contractor will return to Continental all
         passenger ticket forms, bag tags, boarding passes and other documents
         provided to Contractor by Continental pursuant to the Agreement.

         2. Deposits. Contractor shall deposit all funds, both cash and checks,
realized from the sale of tickets on Continental ticket stock by it in
Continental accounts maintained at depositories from time to time designated by
Continental on or before the first banking day following receipt of such funds.

         3. Ticket Acceptance. For the term of the Agreement, Continental hereby
authorizes Contractor to accept flight coupons written for CO* Flights in
accordance with any applicable restrictions. Contractor shall not endorse or
refund any such coupons without Continental's written consent, except in
accordance with Continental's contract of carriage.





                                  Exhibit J-3