| EXHIBIT 10.1 |
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**FIRST AMENDMENT TO**

**AMENDED AND RESTATED**

**CAPACITY PURCHASE AGREEMENT**

**among**

**Continental Airlines, Inc.,**

**ExpressJet Holdings, Inc.,**

**XJT Holdings, Inc.,**

**and**

**ExpressJet Airlines, Inc.**

###### Dated as of March 27, 2003

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                                                         TABLE OF CONTENTS

                                                                                                                                                    Page

Parties...............................................................................................................................................1

Recitals.............................................................................................................................................1

ARTICLE IDEFINITIONS; INTERPRETATION

Section 1.1.     Definitions.................................................................................................................1

Section 1.2.     Interpretation.............................................................................................................1

ARTICLE IIAMENDMENTS TO AMENDED AND RESTATED CAPACITY PURCHASE AGREEMENT

Section 2.1.      Amendment to Section2.02(a).................................................................................. 2

Section 2.2.      Amendment to Section6.02(b).................................................................................. 2

Section 2.3.      Amendment to Section9.03(a).................................................................................. 2

Section 2.4.      Amendment to ExhibitA............................................................................................ 2

Section 2.5.      Addition of Schedule4.............................................................................................. 2

ARTICLE IIIREPRESENTATIONS AND WARRANTIES

Section 3.1.      Representations and Warranties of Holdings, XJT andExpressJet............................... 3

Section 3.2.      Representations and Warranties ofContinental........................................................... 1

ARTICLE IVMISCELLANEOUS

Section 4.1.      Effect ofAgreement................................................................................................... 1

Section 4.2.      Binding Effect;Assignment......................................................................................... 1

Section 4.3.      Amendment andModification.................................................................................... 1

Section 4.4.     Counterparts.............................................................................................................1

Section 4.5.     Severability................................................................................................................1

Section 4.6.      EntireAgreement....................................................................................................... 1

Section 4.7.      GoverningLaw.......................................................................................................... 1

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FIRST AMENDMENT TO

AMENDED AND RESTATED

CAPACITY PURCHASE AGREEMENT

This **FIRST AMENDMENT TO AMENDED AND RESTATED CAPACITY PURCHASE AGREEMENT** (this “Agreement”), dated asof ____________, 2003, is among Continental Airlines, Inc., a Delaware corporation (“Continental”), ExpressJetHoldings, Inc., a Delaware corporation (“Holdings”), XJT Holdings, Inc., a Delaware corporation and awholly-owned subsidiary of Holdings (“XJT”), and ExpressJet Airlines, Inc., a Delaware corporation and asubsidiary of XJT (“ExpressJet”).

**                                                                   RECITALS:**

**WHEREAS,** Continental, Holdings, XJT, and ExpressJet are parties to that certain Amended and Restated Capacity PurchaseAgreement, dated as of April 17, 2002 (the “Amended and Restated Capacity Purchase Agreement”); and

            **WHEREAS,** Continental, Holdings, XJT, and ExpressJetdesire to amend certain provisions of the Amended and Restated Capacity Purchase Agreement as more fully set forth herein; and

            **WHEREAS,** Section 11.04 of the Amended and RestatedCapacity Purchase Agreement permits such agreement to be amended in a written agreement signed by Continental, Holdings, XJT, andExpressJet;

**NOW, THEREFORE,** in consideration of the foregoing premises and the mutual covenants and obligations hereinaftercontained, the parties agree to amend the Amended and Restated Capacity Purchase Agreement as follows:

DEFINITIONS; INTERPRETATION

Definitions

.  Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings set forth in the Amendedand Restated Capacity Purchase Agreement, as amended hereby.

Interpretation

.  Section 11.06 of the Amended and Restated Capacity Purchase Agreement is hereby incorporated by reference herein in itsentirety and shall govern the interpretation of this Agreement.

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AMENDMENTS TO AMENDED AND RESTATED CAPACITY PURCHASE AGREEMENT

The Amended and Restated Capacity Purchase Agreement is hereby amended as follows:

Amendment to Section 2.02(a)

.  Section 2.02(a) of the Amended and Restated Capacity Purchase Agreement is hereby amended by adding a new clause (iv)thereto as follows:

(iv)       Notwithstanding clause (i) of this Section 2.02(a), Continental shall not beentitled to provide in any notice delivered pursuant to this Section 2.02(a) for the withdrawal of a number of CoveredAircraft greater than the excess of (i) the number set forth on Schedule 4 hereto for the month in which theEffective Date set forth in such notice falls, plus the number of Delivered Covered Aircraft that have been withdrawn from thecapacity purchase provisions of this Agreement at any time before such Effective Date in connection with a Labor Strike pursuant toSection 9.05(c), over (ii) the number of Covered Aircraft that have been withdrawn pursuant to thisSection 2.02 within the three year period immediately preceding such Effective Date.

Amendment to Section 6.02(b)

.  The date “December 31, 2005” contained in the fifth line of Section 6.02(b) of the Amended and RestatedCapacity Purchase Agreement is hereby deleted and replaced with the date “December 31, 2006.”

Amendment to Section 9.03(a)

.  Section 9.03(a) of the Amended and Restated Capacity Purchase Agreement is hereby amended and restated in its entiretyto read as follows:

(a)        By Continental after Six Years.  Continental may terminate thisAgreement for any reason or for no reason, at its sole option, at any time on or after January 1, 2007, by providing written noticeto Contractor that specifies a Termination Date of not more than 18 months nor less than 12 months after the provision of suchnotice.  Such written notice may be delivered before January 1, 2007, so long as the Termination Date is on or after January1, 2007.

Amendment to Exhibit A

.  The definition of “Agreement” in Exhibit A to the Amended and Restated Capacity Purchase Agreement is hereby amended and restated in its entirety to read as follows:

*Agreement* – means the Amended and Restated Capacity Purchase Agreement, dated as of April 17, 2002, amongContinental, Holdings, XJT and ExpressJet, as amended from time to time pursuant to Section 11.04 hereof.

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Addition of Schedule 4

.  The Amended and Restated Capacity Purchase Agreement is hereby amended by adding a Schedule 4 thereto, which Schedule 4is attached to this Agreement as Annex A.

REPRESENTATIONS AND WARRANTIES

Representations and Warranties of Holdings, XJT and ExpressJet

.  Holdings, XJT and ExpressJet, jointly and severally, represent, warrant and covenant to Continental as of the datehereof as follows:

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

Authority Relative to this Agreement.  Each of Holdings, XJT and ExpressJet has the corporate power and authority toexecute and deliver this Agreement and to consummate the transactions contemplated hereby in accordance with the termshereof.  The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have beenduly authorized by all necessary corporate action on the part of each of Holdings, XJT and ExpressJet.  This Agreement hasbeen duly and validly executed and delivered by each of Holdings, XJT and ExpressJet and is, assuming due execution and deliverythereof by Continental and that Continental has legal power and right to enter into this Agreement, a valid and binding obligationof 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 othersimilar laws relating to or affecting the enforcement of creditors’ rights generally and legal principles of generalapplicability governing the availability of equitable remedies (whether considered in a proceeding in equity or at law or otherwiseunder applicable law).

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 ofthe 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, securityagreement, mortgage, note, deed, lien, lease or other agreement to which Holdings, XJT or ExpressJet is a party, (ii) result in thecreation 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, wouldresult in such violation, conflict, default, acceleration or creation or imposition of liens.

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Representations andWarranties of Continental

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

Organization and Qualification.  Continental is a duly incorporated and validly existing corporation in goodstanding under the laws of the State of Delaware.

Authority Relative to this Agreement.  Continental has the corporate power and authority to execute and deliver thisAgreement and to consummate the transactions contemplated hereby in accordance with the terms hereof.  The execution anddelivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessarycorporate action on the part of Continental.  This Agreement has been duly and validly executed and delivered by Continentaland is, assuming due execution and delivery thereof by Holdings, XJT and ExpressJet and that Holdings, XJT and ExpressJet each haslegal power and right to enter into this Agreement, a valid and binding obligation of Continental, enforceable against Continentalin 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 andlegal principles of general applicability governing the availability of equitable remedies (whether considered in a proceeding inequity or at law or otherwise under applicable law).

Conflicts; Defaults.  Neither the execution or delivery of this Agreement nor the performance by Continental of thetransactions contemplated hereby will (i) violate, conflict with, or constitute a default under any of the terms ofContinental’s certificate of incorporation, by-laws, or any provision of, or result in the acceleration of any obligationunder, any material contract, sales commitment, license, purchase order, security agreement, mortgage, note, deed, lien, lease orother agreement to which Continental is a party, (ii) result in the creation or imposition of any liens in favor of any thirdperson 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.

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MISCELLANEOUS

Effect of Agreement

.  Except as specifically amended hereby, the Amended and Restated Capacity Purchase Agreement shall remain in full forceand effect and is ratified in all respects by the parties hereto.

Binding Effect; Assignment

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

Amendment and Modification

.  This Agreement may not be amended or modified in any respect except by a written agreement signed by the partieshereto.

Counterparts

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

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 anyother jurisdiction.

Entire Agreement

.  This Agreement is intended by the parties as a complete statement of the entire agreement and understanding of theparties with respect to the subject matter hereof and all matters between the parties related to the subject matter herein setforth.

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Governing Law

.  This Agreement shall be governed by and construed in accordance with the laws of the State of Texas (excluding Texaschoice-of-law principles that might call for the application of the law of another jurisdiction) as to all matters, includingmatters of validity, construction, effect, performance and remedies.  Except as otherwise provided in Section 11.08(e) of theAmended and Restated Capacity Purchase Agreement, any action arising out of this Agreement or the rights and duties of the partiesarising hereunder may be brought, if at all, only in the state or federal courts located in Harris County, Texas.

(Signature Page Follows)

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

**CONTINENTAL AIRLINES, INC.**

By:                                                                  

Name:  Jeffery A. Smisek

Title:  Executive Vice President – Corporate

**EXPRESSJET HOLDINGS, INC.**

By:                                                                  

Name:  James B. Ream

                                                                       Title:     President and

Chief Executive Officer

**XJT HOLDINGS, INC.**

By:                                                                  

Name:  James B. Ream

                                                                       Title:     President and

                                                                                   Chief Executive Officer

**EXPRESSJET AIRLINES, INC.**

By:                                                                  

Name:  James B. Ream

                                                                       Title:     President and

                                                                                   Chief Executive Officer

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**ANNEX A**

**SCHEDULE 4 TO AMENDED AND RESTATED CAPACITY PURCHASE AGREEMENT**

**                                   **EffectiveDate                                      Total

                                   July,2004                                             84

                                   August,2004                                         81

                                   September,2004                                   79

                                   October,2004                                      77

                                   November,2004                                   75

                                   December,2004                                   72

                                   January,2005                                        70

                                   February,2005                                     69

                                   March, 2005 – May,2007                     69

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