| EXHIBIT 10.4 |
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Amendment No. 1

            This Amendment No. 1 (this “Amendment”) is madeand entered into by and between ExpressJet Airlines, Inc. (“Maker”) and Continental Airlines, Inc.(“Holder”) and amends that certain promissory note in the original principal amount of $552,312,000.00, dated as ofMarch 31, 2001, issued by Maker and payable to the order of Holder (as amended and restated effective November 5, 2002, the“Note”)olde. The parties desire to amend paragraph five of the Note to permit them to vary from time to time the mannerin which certain prepayments will be credited under the Note without further amending the Note.

            Maker and Holder agree and do hereby amend paragraph five ofthe Note to read in its entirety as follows:

“Maker reserves the right to prepay this Note, in whole or in part, at any time, without penalty or notice.  Allprepayments heretofore or hereafter made shall be applied in the inverse order of the required payments due under this Note exceptas provided below and except as otherwise specifically agreed from time to time in a writing signed by both parties; provided,however, that any prepayments under the Note made on or after November 13, 2002 but prior to January 1, 2003 shall first reduce theamount of the principal payment required to be made on March 31, 2003 (or the first Business Day thereafter) and shall thereafterbe applied to the principal payment required to be made on June 30, 2003 (or the first Business Day thereafter).  Allprepayments made pursuant to this paragraph after November 5, 2002 (each, a “New Prepayment”) shall be applied first toprincipal and then to any remaining accrued and unpaid interest. If Maker’s payment of a scheduled payment of interest and/orprincipal under the Note due after November 5, 2002 would have the projected effect, as mutually agreed by Holder and Maker(which agreement will not be unreasonably withheld), of reducing Maker’s cash and cash equivalents balance below eightymillion dollars ($80,000,000) at the time of payment or any time during the two calendar quarters next following the date of suchscheduled payment (the amount of such deficiency below $80,000,000 being herein called the “Cash Deficiency”), Makershall be entitled to reduce the amount of such scheduled payment (but not the principal balance of or accrued interest on thisNote) by an amount up to the lesser of (i) the amount of such Cash Deficiency or (ii) the aggregate amount of any New Prepayments(less any amount of a New Prepayment previously used as a reduction under this sentence). Any such reduction will be first appliedto reduce any interest included in the scheduled payment and the balance to principal of such scheduled payment. If, as a result ofany such reduction, any interest accrued on this Note as of the scheduled payment date is not paid in full on such payment date,such accrued interest shall be added to the principal balance of this Note effective as of such scheduled payment date.”

            This Amendment is dated and shall be effective as of March27, 2003.

| **CONTINENTAL AIRLINES, INC.**                                                                                                                                             | **            ** | **EXPRESSJET AIRLINES, INC.**                                                                                                                                                            |
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| /s/ Jeffrey J.Misner                          |                                                                              | /s/ Frederick S.Cromer                            |
| Jeffrey J. Misner Senior Vice President and Chief Financial Officer                                                                                                        |                                                                              | Frederick S. Cromer Vice President and Chief Financial Officer                                                                                                                           |

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