Amended And Restated

Third Amendment to the Second Amended and Restated Capacity Purchase Agreement

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)