| Exhibit 10.4 |
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**FIRST AMENDMENT TO**

**ADMINISTRATIVE SUPPORT AND INFORMATION****SERVICES PROVISIONING AGREEMENT**

**Among**

**Continental Airlines, Inc.,**

**ExpressJet Holdings, Inc.,**

**And**

**ExpressJet Airlines, Inc.**

**Dated as of March 5, 2004**

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**TABLE OF CONTENTS**

| Parties      |                  | ....................................................................................................... | 1 |
|--------------|------------------|---------------------------------------------------------------------------------------------------------|---|
| Recitals     | **  ** | ....................................................................................................... | 1 |
|              |                  |                                                                                                    |   |
|              |                  | **ARTICLE I.**                                                                                          |   |
|              |                  | **DEFINITIONS; INTERPRETATION**                                                                         |   |
|              |                  |                                                                                                         |   |
| Section 1.1. |                  | Definitions......................................................................................       | 1 |
| Section 1.2. |                  | Interpretation..................................................................................        | 1 |
|    |                  |                                                                                                         |   |
|              |                  | **ARTICLE II.**                                                                                         |   |
|              |                  | **AMENDMENTS TO ADMINISTRATIVE SERVICES AGREEMENT**                                                     |   |
|         |                  |                                                                                                         |   |
| Section 2.1. |                  | Amendment to Section 3.1............................................................                    | 2 |
| Section 2.2. |                  | Amendment to Add Section 8.1.....................................................                       | 2 |
| Section 2.3. |                  | Amendment to Exhibit A.................................................................                 | 2 |
|         |                  |                                                                                                         |   |
|              |                  | **ARTICLE III.**                                                                                        |   |
|              |                  | MISCELLANEOUS                                                                                           |   |
|         |                  |                                                                                                         |   |
| Section 3.1. |                  | Entire Agreement...........................................................................             | 2 |
| Section 3.2. |                  | Authority.........................................................................................      | 2 |
| Section 3.3. |                  | Governing Law...............................................................................            | 2 |
| Section 3.4. |                  | Amendment and Modification.........................................................                     | 2 |
| Section 3.5. |                  | Binding Effect; Assignment............................................................                  | 2 |
| Section 3.6. |                  | Counterparts..................................................................................          | 2 |
| Section 3.7. |                  | Severability.....................................................................................       | 3 |

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**SECOND AMENDMENT TO**

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**ADMINISTRATIVE SUPPORT AND INFORMATION SERVICES**

**PROVISIONING AGREEMENT**

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            This **SECOND AMENDMENT TO ADMINISTRATIVE SUPPORT ANDINFORMATION SERVICES PROVISIONING AGREEMENT** (this “Agreement”), dated as of March 5, 2004, is amongContinental Airlines, Inc., a Delaware corporation (“Continental”), ExpressJet Holdings, Inc., a Delawarecorporation (“Holdings”) and ExpressJet Airlines, Inc., a Delaware corporation and a wholly owned subsidiary ofHoldings (“ExpressJet”).

**RECITALS:**

            **WHEREAS,** Continental, Holdings and ExpressJet areparties to that certain Administrative Support and Information Services Provisioning Agreement dated as of January 1, 2001 and theFirst Amendment thereto dated as of December 9, 2003 (as amended, the “Administrative ServicesAgreement”); 

            **WHEREAS,** Continental, Holdings and ExpressJet desireto amend certain provisions of the Administrative Services Agreement as more fully set forth herein; and

            **WHEREAS,** Section 9.6 of the Administrative ServicesAgreement permits such agreement to be amended in a written agreement signed by Continental, Holdings and ExpressJet;

**            NOW, THEREFORE,** in consideration of the foregoingpremises and the mutual covenants and obligations hereinafter contained, the parties agree to amend the Administrative ServicesAgreement as follows:

**ARTICLE I.DEFINITIONS****; INTERPRETATION**

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            **Section 1.1.**    Definitions.Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings set forth in the AdministrativeServices Agreement, as amended hereby.

            **Section 1.2.**    Interpretation.  Section 9.13 of the Administrative Services Agreement is hereby incorporated by reference herein inits entirety and shall govern the interpretation of this Agreement.

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**ARTICLE II.AMENDMENTS TO****ADMINISTRATIVE SERVICES AGREEMENT**

            The Administrative Services Agreement is hereby amended asfollows:

            **Section 2.1.**   Amendment to Section 3.1.   Section 3.1 of the Administrative Services Agreement is hereby amended by replacing thereference therein to “March 8, 2004” with “April 8, 2004.”

            **Section 2.2.**    Amendment to AddSection 8.1.   Section 8.1 of the Administrative Services Agreement is hereby amended by replacing the reference thereinto “March 8, 2004” with “April 8, 2004.”

**ARTICLE III.****MISCELLANEOUS**

            **Section 3.1.**    EntireAgreement.  Except as otherwise set forth in this Agreement, this Agreement and the exhibit hereto constitute the entireagreement between the parties hereto with respect to the subject matter hereof and supersede all prior agreements andunderstandings, whether written or oral, among the parties with respect to the subject matter hereof.  

            **Section 3.2.**    Authority. Each of the parties hereto represents to the other that (a) it has the corporate power and authority to execute, deliver andperform this Agreement, (b) the execution, delivery and performance of this Agreement by it has been duly authorized by allnecessary 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.

            **Section 3.3.**    GoverningLaw.  This Agreement shall be governed by and construed in accordance with the laws of the State of Texas (other than thelaws regarding conflicts of laws) as to all matters, including matters of validity, construction, effect, performance andremedies.

            **Section 3.4.**    Amendment andModification.  This Agreement may not be amended or modified in any respect except by a written agreement signed by eachof the parties hereto.

            **Section 3.5.**    Binding Effect;Assignment.  This Agreement and all of the provisions hereof shall be binding upon the parties hereto and inure to thebenefit of the parties hereto and their respective successors and permitted assigns.  Except as specifically amended hereby,the Administrative Services Agreement shall remain in full force and effect and is ratified in all respects by the partieshereto.  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. 

            **Section 3.6.**   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 facsimilesignature.

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            **Section 3.7.**   Severability.  Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as tosuch jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remainingprovisions hereof.  Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceablesuch provision in any other jurisdiction.

(Signature Page Follows)

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            **IN WITNESS WHEREOF**, the parties hereto have causedthis First Amendment to Administrative Support and Information Services Provisioning Agreement to be duly executed and delivered asof the date and year first written above.

| **CONTINENTAL AIRLINES, INC**.                                                                                                                                                                                                                                                                |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                          |
|       By: /s/ Jeffery A.Smisek                                         |
|       Name:  Jeffery A. Smisek                                                                                                                                                                                                                                  |
|       Title:  Executive Vice President                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                          |
| **EXPRESSJET HOLDINGS, INC.**                                                                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                          |
|       By: /s/ James B.Ream                                        |
|       Name:  James B. Ream                                                                                                                                                                                                                                      |
|       Title:  President and Chief Executive Officer                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                          |
| **EXPRESSJET AIRLINES, INC.**                                                                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                          |
|       By: /s/ James B.Ream                                        |
|       Name:  James B. Ream                                                                                                                                                                                                                                      |
|       Title:  President and Chief Executive Officer                                                                                                                                                                                                             |

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