Originally Posted by Nevets

Re: Holding Company Obligations

Dear Captains Woerth and Leneski,

This letter will confirm the commitments and obligations of ExpressJet Holdings, Inc. and XJT Holdings, Inc. (hereinafter referred to as “Holdings”) with respect to any and all flying performed by Holdings or any of its affiliates utilizing aircraft greater than 19 passenger seats and whose pilots are covered by the Railway Labor Act (“RLA”). Holdings and the Air Line Pilots Association (“Association” or “ALPA”) agree as follows:

1. Any and all flying performed by or for Holdings or any affiliate of Holdings pursuant to a code sharing agreement, capacity purchase agreement, special prorate agreement or similar agreement (“Code Share Agreement”) between Continental Airlines, Inc. (“Continental”) and Holdings or any of its affiliates utilizing aircraft with greater than 19 passenger seats will be performed by ExpressJet Airlines, Inc. (“ExpressJet” or “Company”) under the terms of the Agreement between ExpressJet Airlines, Inc. and ALPA dated December 1, 2004 (“Agreement”).

2. If Holdings creates or establishes an air carrier, including through an existing or new affiliate, Holdings will ensure that this air carrier recognizes ALPA as the representative of its pilots consistent with the RLA, that the air carrier adopts a collective bargaining agreement identical to the Agreement and that all flying by or for the air carrier will be performed by pilots on the ExpressJet Pilot Seniority List (the “Pilots’ Seniority List”). Filling of vacancy and displacement rights for such pilots at the new air carrier will be established by mutual agreement between ALPA, ExpressJet and the new air carrier, provided that if an agreement is not executed within 30 days from the date the affiliate was created or established, the parties shall jointly submit outstanding issues on the filling of vacancies and displacement rights to expedited binding arbitration.3. As a material and irrevocable condition of entering into an agreement for the acquisition or control of an air carrier or affiliate of an air carrier that operates pursuant to any Code Share Agreement providing feed flying for another carrier, Holdings will ensure that, subsequent to the acquisition:

a. The acquired air carrier does not enter into any new Code Share Agreement unless the Code Share Agreement(s) in existence at the time of the acquisition is terminated by the acquired air carrier’s Code Share Agreement partner;

b. ExpressJet and the acquired air carrier accept and implement an integrated pilot seniority list produced pursuant to:

i. ALPA Merger Policy, if the pilots of the acquired air carrier are represented by the Association or

ii. Section 3 and 13 of the Allegheny-Mohawk Labor Protective Provisions, if the pilots of the acquired air carrier are not represented by the Association
for the purpose of the filling of vacancies and establishing displacement rights between the air carriers, provided that implementation of the integrated seniority list does not result in substantially greater costs to either airline;

c. If the acquired air carrier’s pilots are not represented by a labor organization, the acquired air carrier agrees to the provisions for filling of vacancies and displacement rights between the air carriers as negotiated and agreed to by the Association and ExpressJet for pilots at both airlines, provided that if an agreement is not executed within 30 days from the date of acquisition of the acquired air carrier, the Association and ExpressJet shall jointly submit outstanding issues on the filling of vacancies and displacement rights to expedited binding arbitration;

d. In the event the Association attempts to organize the pilots of an acquired air carrier whose pilots are not represented by a labor organization, the acquired air carrier will take a position of neutrality regarding representation of its pilots and will provide ALPA access to its pilots for organizing purposes and recognize ALPA as the bargaining representative pursuant to a certified card check consistent with the RLA;

e. If the acquired air carrier’s pilots are represented by a labor organization other than the Association, ExpressJet and the acquired air carrier agree to the provisions for filling of vacancies and displacement rights as negotiated and agreed to by ExpressJet, the acquired air carrier, ALPA and the other labor organization; provided that if an agreement is not executed within 30 days from the date of acquisition of the acquired carrier, ExpressJet, the acquired air carrier, ALPA and the other labor organization shall jointly submit outstanding issues on the filling of vacancies and displacement rights to binding arbitration;

f. If the acquired air carrier’s pilots are represented by the Association, ExpressJet and the acquired air carrier agree to the provisions for filling of vacancies and displacement rights negotiated and agreed to by ExpressJet, the acquired air carrier and ALPA; provided that if an agreement is not executed within 30 days from the date of acquisition of the acquired carrier, ExpressJet, the acquired air carrier and ALPA shall jointly submit outstanding issues on the filling of vacancies and displacement rights to expedited binding arbitration;

g. No ExpressJet aircraft (including orders and options) shall be transferred to the acquired air carrier; provided however, if Continental reduces the number of aircraft flying pursuant to the capacity purchase agreement between Continental and ExpressJet, that number of aircraft may be transferred to the acquired air carrier; and,

h. Pending the implementation of the provisions for filling of vacancies and displacement rights between the air carriers and the integrated pilot seniority list in paragraphs 3.b.,c.,e. and f., above, no pilot on the ExpressJet pilot seniority list shall be reduced in status or pay category, nor shall vacancies be filled at the acquired air carrier that are the result of a new Code Share Agreement or transferred aircraft permitted in paragraph 3.a. or g., above.

4. If Holdings acquires an air carrier that does not have a Code Share Agreement and only operates aircraft lawfully operable in commercial passenger flight operations with maximum seating capacity in excess of 70 seats, Holdings will merge such air carrier with ExpressJet pursuant to Section 1.D.3. of the Agreement. However, the merged agreement referred to in Section 1.D.3.b. of the Agreement may, at the Company’s option, provide for separate operating divisions with rates of pay, rules and working conditions for each of the pre-acquisition operations. The rates of pay, rules and working conditions at each division will be those in place at the time of the acquisition. Further, pursuant to this option, the merged contract will contain provisions for filling of vacancies and displacement rights between the divisions. The provisions for filling of vacancies and displacement rights between the divisions and the duration section of the merged agreement will be determined through mutual agreement between the Company and the Association. If an agreement is not executed within 30 days from the date of acquisition of the acquired air carrier, the Association and ExpressJet shall jointly submit outstanding issues to expedited binding arbitration as provided in Section 1.D.3.b.

5. If Holdings acquires an air carrier that does not have a Code Share Agreement and operates aircraft lawfully operable in commercial passenger flight operations with maximum seating capacity of 70 seats or less, such air carrier will be merged with ExpressJet pursuant to Section 1.D.3.a. through d. of the Agreement.

6. The flying set forth in Section 1 of the Agreement and in this letter comprise any and all flying that may be performed by Holdings or for any affiliate of Holdings utilizing aircraft with greater than 19 passenger seats and with pilots who are covered by the RLA.

7. This letter shall be binding upon any successor or assign of Holdings. For purposes of this paragraph, a successor or assign shall be defined as an entity which acquires all or substantially all of the assets or equity of Holdings through a single transaction or multistep related transactions which close within a 12 month period.

8. No contract or other legally binding commitment involving the transfer of ownership or control pursuant to a successorship transaction, whether by sale, transfer or lease of Holdings or substantially all of its assets, will be signed or otherwise entered into by Holdings unless it is agreed as a material and irrevocable condition of entering into, concluding and implementing such transaction that the obligations contained in this letter will be assumed by the successor. Holdings shall give notice of the existence of this letter to any purchaser, transferee, lessee, or assignee. Such notice shall be in writing with a copy to the Association, at the time the seller, transferor, or lessor executes a definitive agreement with respect to a transaction as herein described.

9. In the event of a dispute over the interpretation of this letter, such dispute will be resolved by final and binding arbitration under the expedited dispute resolution provisions of Section 1 of the Agreement. The parties specifically recognize and agree, however, that Holdings is not, and nothing in this letter (including this paragraph) means or can be construed as meaning that Holdings is or has agreed that it is subject
to the RLA.

10. This letter shall be effective upon execution and shall run concurrently with the Agreement including any status quo period under the RLA