ExpressJet Holdings, Inc.




	
Exhibit 10.1c










Third Amendment to the Second Amended and Restated

Capacity Purchase Agreement





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





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





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





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





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





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





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





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













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





Terms Relating to Additional Uncovered Aircraft





Basic Rent


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













for the Additional Uncovered Aircraft for each month will be made on the first Business Day of such month, or the first Business Day of the term of each applicable Uncovered Aircraft Sublease, if such Uncovered Aircraft Sublease term commences after the first
Business Day of any month.





Landing Gear Charge


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





Engine LLP Charge


            In addition to the Basic Rent and landing gear charges set forth above, Contractor shall also pay to Continental a charge of $ [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] for every aircraft cycle flown after the Uncovered Aircraft Sublease term commencement by the Additional Uncovered Aircraft for so long as each Additional Uncovered Aircraft
remains an Additional Uncovered Aircraft as compensation for the consumption of the useful life of engine LLP.  It being acknowledged that, as of December 22, 2009, Contractor is providing  [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] spare engines either owned or leased outside of any Covered Aircraft Sublease or Uncovered Aircraft Sublease (“Spare Engines”), Contractor and Continental agree to reduce
the above rate of $ [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to $ [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION













PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] for the term and any extension thereof of the Additional Uncovered Aircraft subleases for so long as Contractor continues to provide at least  [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Spare Engines.  To the extent that the number of Spare Engines become less than  [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] (whether or not periodically unserviceable in the ordinary course of business), the rate of $ [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] will be increased by $ [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] for each such Spare Engine up to a maximum rate of $
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. These charges are non-refundable and are not in any way predicated or contingent upon the replacement of any engine
LLP.  Such payment shall be made on the 15th day of the month following the month of operation (or if such day is not a Business Day, the next Business Day).   


Engine LLP Program


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
















Engine LLP Replacement Expenses


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





Uncovered Aircraft Sublease Term Commencement


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





Uncovered Aircraft Sublease Term Duration


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
















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





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





Return of Additional Uncovered Aircraft


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





Contractor Representations Regarding the United CPA


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
















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





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





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





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





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





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





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





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





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





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
















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





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





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





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





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





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





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





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





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





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













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





            For December, 2009:               ****

            For January, 2010:                   ****

            For February, 2010:                 ****

            For March, 2010:                     ****




Following March, 2010,

            For each April                          ****

            For each May:                          ****

            For each June:                          ****

            For each July:                           ****

            For each August:                      ****

            For each September:                ****

            For each October:                    ****

            For each November:                 ****

            For each December:                 ****

            For each January:                     ****

            For each February:                   ****

            For each March:                       ****”




**** [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]





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
















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





	
EXPRESSJET HOLDINGS, INC.

 

	
      

	
CONTINENTAL AIRLINES, INC.

 


	
By:  /s/Chuck Coble                

 Name: Chuck Coble

 Title:  Vice President Field Services,

 Purchasing and Corporate Real Estate

		
By:  /s/ Zane Rowe                  

 Name:  Zane Rowe

 Title:  Executive Vice President &

 Chief Financial Officer


	
 

		
	
XJT HOLDINGS, INC.

 

		
	
By:   /s/ Chuck Coble               

 Name: Chuck Coble

 Title: Vice President Field Services,

 Purchasing and Corporate Real Estate

		
	
 

		
	
EXPRESSJET AIRLINES, INC.

 

		
	
By:   /s/ Chuck Coble               

 Name: Chuck Coble

 Title:  Vice President Field Services,

 Purchasing and Corporate Real Estate

		














SCHEDULE 1

Section A





	
Covered Aircraft

	
Tail

	
US Reg 

	
Retained


	
1

	
925

	
N14925

		
 


	
2

	
926

	
N15926

		
 


	
3

	
927

	
N16927

		
 


	
4

	
928

	
N17928

		
 


	
5

	
929

	
N13929

		
 


	
6

	
930

	
N14930

		
 


	
7

	
932

	
N15932

		
 


	
8

	
933

	
N14933

		
 


	
9

	
934

	
N12934

		
 


	
10

	
935

	
N13935

		
 


	
11

	
936

	
N13936

		
 


	
12

	
937

	
N14937

		
 


	
13

	
938

	
N14938

		
 


	
14

	
939

	
N14939

		
 


	
15

	
940

	
N14940

		
 


	
16

	
941

	
N15941

		
 


	
17

	
942

	
N14942

		
 


	
18

	
943

	
N14943

		
 


	
19

	
944

	
N16944

		
 


	
20

	
945

	
N14945

		
 


	
21

	
946

	
N12946

		
 


	
22

	
947

	
N14947

		
 


	
23

	
948

	
N15948

		
 


	
24

	
535

	
N11535

		
 


	
25

	
536

	
N11536

		
 


	
26

	
537

	
N21537

		
 


	
27

	
538

	
N13538

		
 


	
28

	
539

	
N11539

		
 


	
29

	
540

	
N12540

		
 


	
30

	
5411

	
N16541

		
 


	
31

	
5421

	
N14542

		
 


	
32

	
543

	
N14543

		
 


	
33

	
545

	
N26545

		
 


	
34

	
548

	
N11548

		
 


	
35

	
549

	
N26549

		
 


	
36

	
550

	
N13550

		
 



















	
Aircraft

	
Tail

	
US Reg 

	
Retained

	
 


	
37

	
551

	
N11551

		
 


	
38

	
552

	
N12552

		
 


	
39

	
553

	
N13553

	
	
40

	
554

	
N19554

		
 


	
41

	
555

	
N15555

		
 


	
42

	
556

	
N18556

		
 


	
43

	
557

	
N18557

		
 


	
44

	
558

	
N14558

		
 


	
45

	
564

	
N12564

		
 


	
46

	
565

	
N11565

		
 


	
47

	
566

	
N13566

		
 


	
48

	
567

	
N12567

		
 


	
49

	
571

	
N16571

		
 


	
50

	
572

	
N15572

		
 


	
51

	
5731

	
N14573

		
 


	
52

	
5741

	
N15574

		
 


	
53

	
900

	
N12900

		
 


	
54

	
901

	
N48901

		
 


	
55

	
902

	
N14902

		
 


	
56

	
903

	
N13903

		
 


	
57

	
904

	
N14904

		
 


	
58

	
905

	
N14905

		
 


	
59

	
906

	
N22906

		
 


	
60

	
910

	
N15910

		
 


	
61

	
911

	
N16911

		
 


	
62

	
912

	
N15912

		
 


	
63

	
913

	
N13913

		
 


	
64

	
914

	
N13914

		
 


	
65

	
915

	
N36915

		
 


	
66

	
916

	
N14916

		
 


	
67

	
917

	
N29917

		
 


	
68

	
918

	
N16918

		
 


	
69

	
919

	
N16919

		
 


	
70

	
9201

	
N14920

		
 


	
71

	
921

	
N12921

		
 


	
72

	
922

	
N12922

		
 


	
73

	
9231

	
N14923

		
 


	
74

	
9241

	
N12924

		
 


	
75

	
949

	
N13949

		
 



















	
Aircraft

	
Tail

	
US Reg 

	
Retained


	
76

	
950

	
N14950

	
	
77

	
951

	
N16951

	
	
78

	
952

	
N14952

	
	
79

	
953

	
N14953

	
	
80

	
954

	
N16954

	
	
81

	
955

	
N13955

	
	
82

	
956

	
N13956

	
	
83

	
957

	
N12957

	
	
84

	
958

	
N13958

	
	
85

	
959

	
N14959

	
	
86

	
960

	
N14960

	
	
87

	
961

	
N16961

	
	
88

	
962

	
N27962

	
	
89

	
963

	
N16963

	
	
90

	
964

	
N13964

	
	
91

	
965

	
N13965

	
	
92

	
966

	
N19966

	
	
93

	
967

	
N12967

	
	
94

	
968

	
N13968

	
	
95

	
969

	
N13969

	
	
96

	
970

	
N13970

	
	
97

	
971

	
N22971

	
	
98

	
972

	
N14972

	
	
99

	
973

	
N15973

	
	
100

	
974

	
N14974

	
	
101

	
975

	
N13975

	
	
102

	
976

	
N16976

	
	
103

	
977

	
N14977

	
	
104

	
978

	
N13978

	
	
105

	
979

	
N13979

	
	
106

	
980

	
N15980

	
	
107

	
981

	
N16981

	
	
108

	
982

	
N18982

	
	
109

	
983

	
N15983

	
	
110

	
984

	
N17984

	
	
111

	
985

	
N15985

	
	
112

	
986

	
N15986

	

















	
Aircraft

	
Tail

	
US Reg 

	
Retained


	
113

	
987

	
N16987

	
	
114

	
988

	
N13988

	
	
115

	
989

	
N13989

	
	
116

	
990

	
N13990

	
	
117

	
991

	
N14991

	
	
118

	
992

	
N13992

	
	
119

	
993

	
N14993

	
	
120

	
994

	
N13994

	
	
121

	
995

	
N13995

	
	
122

	
996

	
N12996

	
	
123

	
997

	
N13997

	
	
124

	
998

	
N14998

	
	
125

	
9991

	
N16999

	
	
126

	
101

	
N18101

	
	
127

	
102

	
N18102

	
	
128

	
103

	
N24103

	
	
129

	
104

	
N41104

	
	
130

	
105

	
N14105

	
	
131

	
106

	
N11106

	
	
132

	
107

	
N11107

	
	
133

	
108

	
N17108

	
	
134

	
109

	
N11109

	
	
135

	
110

	
N34110

	
	
136

	
111

	
N34111

	
	
137

	
112

	
N16112

	
	
138

	
113

	
N11113

	
	
139

	
114

	
N18114

	
	
140

	
115

	
N17115

	
	
141

	
116

	
N14116

	
	
142

	
117

	
N14117

	
	
143

	
118

	
N13118

	
	
144

	
119

	
N11119

	
	
145

	
120

	
N18120

	
	
146

	
121

	
N11121

	
	
147

	
122

	
N12122

	
	
148

	
123

	
N13123

	

















	



Aircraft

	
Tail

	
US Reg 

	
Retained


	
149

	
124

	
N13124

	
	
150

	
125

	
N14125

	
	
151

	
126

	
N12126

	
	
152

	
127

	
N11127

	
	
153

	
128

	
N24128

	
	
154

	
129

	
N21129

	
	
155

	
130

	
N21130

	
	
156

	
131

	
N31131

	
	
157

	
132

	
N13132

	
	
158

	
133

	
N13133

	
	
159

	
134

	
N25134

	
	
160

	
135

	
N12135

	
	
161

	
136

	
N12136

	
	
162

	
137

	
N11137

	
	
163

	
138

	
N17138

	
	
164

	
139

	
N23139

	
	
165

	
140

	
N11140

	
	
166

	
141

	
N26141

	
	
167

	
142

	
N12142

	
 


	
168

	
143

	
N14143

	
 


	
169

	
144

	
N21144

	
 


	
170

	
145

	
N12145

	
 


	
171

	
146

	
N17146

	
 


	
172

	
147

	
N16147

	
 


	
173

	
148

	
N14148

	
 


	
174

	
149

	
N16149

	
 


	
175

	
150

	
N11150

	
 


	
176

	
151

	
N16151

	
 


	
177

	
152

	
N27152

	
 


	
178

	
153

	
N14153

	
 


	
179

	
154

	
N21154

	
 


	
180

	
155

	
N11155

	
 


	
181

	
156

	
N10156

	
 


	
182

	
157

	
N12157

	
 


	
183

	
158

	
N14158

	
 


	
184

	
159

	
N17159

	
 



















	



Aircraft

	
Tail

	
US Reg

	
Retained


	
185

	
160

	
N12160

	
	
186

	
161

	
N13161

	
	
187

	
162

	
N14162

	
	
188

	
171

	
N14171

	
	
189

	
172

	
N12172

	
	
190

	
176

	
N11176

	
	
191

	
177

	
N14177

	
	
192

	
179

	
N14179

	
	
193

	
180

	
N14180

	
	
194

	
181

	
N11181

	
	
195

	
182

	
N33182

	
	
196

	
183

	
N16183

	
	
197

	
184

	
N11184

	
	
198

	
188

	
N14188

	
	
199

	
189

	
N11189

	
	
200

	
190

	
N27190

	
	
201

	
191

	
N11191

	
	
202

	
192

	
N11192

	
	
203

	
193

	
N11193

	
	
204

	
194

	
N11194

	
	
205

	
195

	
N12195

	
	
206

	
196

	
N17196

	
	
207

	
197

	
N21197

	
	
208

	
198

	
N14198

	
	
209

	
199

	
N11199

	
	
210

	
200

	
N27200

	
	
211

	
201

	
N12201

	
	
212

	
202

	
N13202

	
	
213

	
203

	
N14203

	
	
214

	
204

	
N14204

	
	
215

	
501*

	
N16501

	
	
216

	
502*

	
N16502

	
	
217

	
503*

	
N19503

	
	
218

	
504*

	
N25504

	
	
219

	
505*

	
N14505

	
	
220

	
506*

	
N27506

	

















	



Aircraft

	
Tail

	
US Reg 

	
Retained


	
221

	
507*

	
N17507

	
	
222

	
508*

	
N14508

	
	
223

	
509*

	
N15509

	
	
224

	
510*

	
N16510

	
	
225

	
511*

	
N16511

	
	
226

	
512*

	
N27512

	
	
227

	
513*

	
N17513

	
	
228

	
514*

	
N14514

	
	
229

	
515*

	
N29515

	
	
230

	
516*

	
N14516

	
	
231

	
517*

	
N24517

	
	
232

	
518*

	
N28518

	
	
233

	
519*

	
N12519

	
	
234

	
520*

	
N16520

	
	
235

	
521*

	
N17521

	
	
236

	
522*

	
N14522

	
	
237

	
523*

	
N27523

	
	
238

	
524*

	
N17524

	
	
239

	
525**

	
N16525

	
	
240

	
526*

	
N11526

	
	
241

	
527*

	
N15527

	
	
242

	
528*

	
N12528

	
	
243

	
529*

	
N28529

	
	
244

	
530*

	
N12530

	
	
 

			








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


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


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



































































Section B


Delta CPA Aircraft





















Section C

Revenue Risk Aircraft

Delta-Prorate Aircraft





	
Aircraft

	
Tail

	
US Reg

	
Retained


	
1

	
165

	
N11165

	
X


	
2

	
167

	
N12167

	
X


	
3

	
168

	
N14168

	
X


	
4

	
169

	
N17169

	
X


	
5

	
170

	
N16170

	
X


	
6

	
173

	
N14173

	
X


	
7

	
175

	
N12175

	
X


	
8

	
569

	
N12569

	
X


	
9

	
570

	
N14570

	
X


	
10

	
575

	
N11575

	
X


	
11

	
907

	
N14907

	
X


	
12

	
908

	
N13908

	
X


	
13

	
909

	
N22909

	
X













	
Aircraft

	
Tail

	
US Reg

	
Retained


	
1

	
163

	
N12163

	
X


	
2

	
164

	
N11164

	
X


	
3

	
166

	
N12166

	
X


	
4

	
174

	
N14174

	
X


	
5

	
178

	
N16178

	
X


	
6

	
185

	
N17185

	
X


	
7

	
186

	
N14186

	
X


	
8

	
187

	
N11187

	
X


	
9

	
544

	
N11544

	
X


	
10

	
546

	
N16546

	
X


	
11

	
547

	
N11547

	
X


	
12

	
559

	
N16559

	
X


	
13

	
560

	
N17560

	
X


	
14

	
561

	
N16561

	
X


	
15

	
562

	
N14562

	
X


	
16

	
563

	
N12563

	
X


	
17

	
568

	
N14568

	
X



















	
Section C

 Additional Uncovered Aircraft


	
 

				
	
Aircraft 

	
Tail 

	
 Us Reg

	
 Retained 

	
Associated

 Engines


	
1

	
5411

	
N16541

	
 

	
312005, 312010


	
2

	
5421

	
N14542

	
 

	
312006, 312009


	
3

	
5731

	
N14573

	
 

	
312173, 312215


	
4

	
5741

	
N15574

		
312210, 312211


	
5

	
9201

	
N14920

		
311617, 311678


	
6

	
9231

	
N14923

		
311535, 311537


	
7

	
9241

	
N12924

		
311520, 311521


	
8

	
9991

	
N16999

		
311499, 311511










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