Exhibit 10.3a




	

                                                     Exhibit
10.3(a)














FIRST AMENDMENT TO


ADMINISTRATIVE SUPPORT AND INFORMATION

SERVICES PROVISIONING AGREEMENT


Among


Continental Airlines, Inc.,


ExpressJet Holdings, Inc.,


And


ExpressJet Airlines, Inc.


Dated as of December 9, 2003















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......................................

	
3


	
Section 3.5.

		
Binding Effect; Assignment...........................................

	
3


	
Section 3.6.

		
Counterparts...............................................................

	
3


	
Section 3.7.

		
Severability..................................................................

	
3




















FIRST AMENDMENT TO


ADMINISTRATIVE SUPPORT AND INFORMATION SERVICES

PROVISIONING AGREEMENT


            This FIRST AMENDMENT TO ADMINISTRATIVE SUPPORT AND
INFORMATION SERVICES PROVISIONING AGREEMENT (this “Agreement”), dated as of December 9, 2003, is 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”).


RECITALS:


            WHEREAS, Continental, Holdings and ExpressJet are
parties to that certain Administrative Support and Information Services Provisioning Agreement dated as of January 1, 2001 (the
“Administrative Services Agreement”); 


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


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


            NOW, THEREFORE, in consideration of the foregoing
premises and the mutual covenants and obligations hereinafter contained, the parties agree to amend the Administrative Services
Agreement as follows:


ARTICLE I.

DEFINITIONS; INTERPRETATION




            Section 1.1.    
Definitions


.  Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings set forth in the
Administrative Services Agreement, as amended hereby.





            Section 1.2.    
Interpretation




.  Section 9.13 of the Administrative Services Agreement is hereby incorporated by reference herein in its entirety and
shall govern the interpretation of this Agreement.












ARTICLE II.

AMENDMENTS TO ADMINISTRATIVE SERVICES AGREEMENT


            The Administrative Services Agreement is hereby amended as
follows:


            Section
2.1.     Amendment to Section 3.1


.  Section 3.1 of the Administrative Services Agreement is hereby amended by replacing the reference therein to
“December 31, 2003” with “March 8, 2004.”





            Section 2.2.     Amendment to Add
Section 8.1


.  Section 8.1 of the Administrative Services Agreement is hereby amended by replacing the reference therein to
“December 31, 2003” with “March 8, 2004.”





            Section 2.3.     Amendment to
Exhibit A


.  Exhibit A to the Administrative Services Agreement is hereby replaced with the Exhibit A attached hereto as Annex A.





ARTICLE III.

MISCELLANEOUS





            Section 3.1.     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. 





            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
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.





            Section 3.3.     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.












            Section
3.4.     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.





            Section 3.5.     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 as specifically amended hereby, the
Administrative Services Agreement shall remain in full force and effect and is ratified in all respects by the parties
hereto.  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 facsimile signature.





            Section 3.7.    
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.


(Signature Page Follows)















            IN WITNESS WHEREOF, the parties hereto have caused
this First Amendment to Administrative Support and Information Services Provisioning Agreement to be duly executed and delivered as
of 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/ Frederick S.
Cromer                                   


	
      Name:  Frederick S. Cromer


	
      Title:  Vice President and Chief Financial Officer


	
 


	
EXPRESSJET AIRLINES, INC.


	
 


	
      By: /s/Frederick S.
Cromer                        


	
      Name:  Frederick S. Cromer


	
      Title:  Vice President and Chief Financial Officer