Common use of SYS Clause in Contracts

SYS. 0 for the location: The Handling Company shall provide ground handling services for Scheduled Flights at the airports set forth on Schedule 1 hereto. In addition to the airports on Schedule 1 and except for the airports set forth on Schedule 3 (at which Carrier currently provides ground handling), the Handling Company shall also provide ground handling services to the Carrier pursuant to the terms hereof at each additional airport to which Scheduled Flights are scheduled to fly after the date hereof (each, a "New Airport") unless (i) at the time of commencement of Scheduled Flights to such New Airport, the Handling Company does not fly any flights to such airport; (ii) in the calendar month in which such Scheduled Flights commence, such New Airport would be the first, second or third New Airport at which the Handling Annex B.SYS.0 Continental Airlines/ExpressJet Airlines, Inc.[ExpressJet as Handling Company] Dated: January 1, 2001 C-1 Company would not provide services to the Carrier pursuant to the terms hereof; and (iii) the Handling Company gives at least 90 days' prior written notice (or such shorter period of time as is reasonably practicable) before the commencement of Scheduled Flights to such New Airport that the Handling Company will not provide ground handling services at such airport. Schedule 1 shall be amended to reflect each such addition. The Handling Company may elect, upon at least 90 days' prior written notice to the Carrier, to provide ground handling services to the Carrier at any other airport to which Scheduled Flights fly at the time of such election. Schedule 1 shall be amended to reflect each such addition. Notwithstanding the foregoing, the Handling Company may elect to terminate the provision of services by the Handling Company pursuant hereto at any airport to which the Handling Company does not fly any flights, upon at least 90 days' prior written notice to the Carrier and in any event only at such time as the Carrier, using its commercially reasonable efforts, is able to provide the ground handling services provided by the Handling Company hereunder with respect to Scheduled Flights at such airport. In addition, the provisions of this agreement shall terminate with respect to any airport to which Scheduled Flights cease to be scheduled (other than a temporary cessation, it being understood that the cessation of seasonal Scheduled Flights upon the end of the relevant season shall constitute a temporary cessation if such Scheduled Flights are expected to resume in the subsequent relevant season). Schedule 1 shall be amended to reflect each such termination. is valid from: January 1, 2001 and replaces: N/A Capitalized terms used herein that are not defined herein or in the Standard Ground Handling Agreement of April 1993 as published by the International Air Transport Association (the "Main Agreement") or in Annex A thereto, shall have the meanings given to such terms in the Capacity Purchase Agreement among the Carrier, the Handling Company and ExpressJet Holdings, Inc., the Carrier's parent. This Annex B is prepared in accordance with the simplified procedure whereby the Carrier and the Handling Company agree that the terms and conditions of the Main Agreement and Annex A to the Main Agreement shall apply as if such terms were repeated here in full, except as otherwise modified pursuant to this Annex B. By signing this Annex B, the parties confirm that they are familiar with the aforementioned Main Agreement and Annex A. The Main Agreement and Annex A, as modified pursuant to this Annex B shall be referred to herein as the "Agreement." Annex B.SYS.0 Continental Airlines/ExpressJet Airlines, Inc.[ExpressJet as Handling Company] Dated: January 1, 2001 C-2 PARAGRAPH 1 - HANDLING CHARGES

SYS. 0 for the location: The Handling Company shall provide ground handling services for Scheduled Flights as provided herein at the airports set forth on Schedule 1 hereto. In addition to the airports on Schedule 1 and except for the airports set forth on Schedule 3 (at which The Carrier currently provides ground handling), the Handling Company shall also provide ground handling services to the Carrier pursuant to the terms hereof at each additional airport to which Scheduled Flights are scheduled to fly after the date hereof (each, a "New Airport") unless (i) at the time of commencement of Scheduled Flights to such New Airport, the Handling Company does not fly any flights to such airport; (ii) in the calendar month in which such Scheduled Flights commence, such New Airport would be the first, second or third New Airport at which the Handling Annex B.SYS.0 Continental Airlines/ExpressJet Airlines, Inc.[ExpressJet as Handling Company] Dated: January 1, 2001 C-1 Company would not provide services to the Carrier pursuant to the terms hereof; and (iii) the Handling Company gives at least 90 days' prior written notice (or such shorter period of time as is reasonably practicable) before the commencement of Scheduled Flights to such New Airport that the Handling Company will not provide ground handling services at such airport. Schedule 1 shall be amended to reflect each such addition. The Handling Company may elect, at its sole discretion and upon at least 90 days' prior written days notice to the CarrierHandling Company, to require the Handling Company to provide ground handling services to the Carrier at any airport other airport to which Scheduled Flights fly at the time of such electionthan a Hub Airport. Schedule 1 shall be amended to reflect each such addition. Notwithstanding the foregoing, the Handling Company Carrier may elect to terminate the provision of services by the Handling Company pursuant hereto elect, at any airport to which the Handling Company does not fly any flights, its sole discretion and upon at least 90 days' prior written notice to the Carrier and in any event only at such time as Handling Company, to terminate the Carrier, using its commercially reasonable efforts, is able to provide the ground handling provision of services provided covered hereunder by the Handling Company hereunder with respect to Scheduled Flights at such any airport. In addition, the provisions of this agreement shall terminate with respect to any airport to which Scheduled Flights cease to be scheduled (other than a temporary cessation, it being understood that the cessation of seasonal Scheduled Flights upon the end of the relevant season shall constitute a temporary cessation if such Scheduled Flights are expected to resume in the subsequent relevant season). Schedule 1 shall be amended to reflect each such termination. is valid from: January May 1, 2001 2012 and replaces: N/A Capitalized terms used herein that are not defined herein or in the Standard Ground Handling Agreement of April 1993 as published by the International Air Transport Association (the "“Main Agreement"”) or in Annex A thereto, shall have the meanings given to such terms in the Q300 Capacity Purchase Agreement among as amended from time to time (the Carrier“Capacity Purchase Agreement”) or the Master Facility and Ground Handling Agreement between Carrier and Handling Company, the Handling Company and ExpressJet Holdings, Inc., the Carrier's parentas amended from time to time. This Annex B is prepared in accordance with the simplified procedure whereby the Carrier and the Handling Company agree that the terms and conditions of the Main Agreement and Annex A to the Main Agreement shall apply as if such terms were repeated here in full, except as otherwise modified pursuant to this Annex B. By signing this Annex B, the parties confirm that they are familiar with the aforementioned Main Agreement and Annex A. The Main Agreement and Annex A, as modified pursuant to this Annex B shall be referred to herein as the "“Agreement." Annex B.SYS.0 Continental Airlines/ExpressJet Airlines, Inc.[ExpressJet as Handling Company] Dated: January 1, 2001 C-2 PARAGRAPH 1 - HANDLING CHARGES”

SYS. 0 for the location: The Handling Company shall provide ground handling services for Scheduled Flights at the airports set forth on Schedule 1 hereto. In addition The Carrier may elect, at its sole discretion and upon at least 90 days notice to the airports on Schedule 1 and except for the airports set forth on Schedule 3 (at which Carrier currently provides ground handling)Handling Company, to require the Handling Company shall also to provide ground handling services to the Carrier pursuant to the terms hereof at each additional any airport to which the Handling Company already flies Scheduled Flights are scheduled to fly after the date hereof (each, a "New Airport") unless (i) at the time of commencement of Scheduled Flights such election, but only if the Carrier does not provide ground handling services to such New Airport, the Handling Company does not fly any flights to at such airport; (ii) in . Schedule 1 shall be amended to reflect each such addition. Notwithstanding the calendar month in which such Scheduled Flights commenceforegoing, such New Airport would be the firstCarrier may elect, second or third New Airport at which its sole discretion and upon at least 90 days' prior written notice to the Handling Company, to terminate the provision of services covered hereunder by the Handling Annex B.SYS.0 Continental Airlines/ExpressJet Airlines, Inc.[ExpressJet as Handling Company] Dated: January 1, 2001 C-1 D-1 Company would not provide services to the Carrier pursuant to the terms hereof; and (iii) the Handling Company gives at least 90 days' prior written notice (or such shorter period of time as is reasonably practicable) before the commencement of Scheduled Flights to such New Airport that the Handling Company will not provide ground handling services at such airport. Schedule 1 shall be amended to reflect each such addition. The Handling Company may elect, upon at least 90 days' prior written notice to the Carrier, to provide ground handling services to the Carrier at any other airport to which Scheduled Flights fly at the time of such election. Schedule 1 shall be amended to reflect each such addition. Notwithstanding the foregoing, the Handling Company may elect to terminate the provision of services by the Handling Company pursuant hereto at any airport to which the Handling Company does not fly any flights, upon at least 90 days' prior written notice to the Carrier and in any event only at such time as the Carrier, using its commercially reasonable efforts, is able to provide the ground handling services provided by the Handling Company hereunder with respect to Scheduled Flights at such airport. In addition, the provisions of this agreement shall terminate with respect to any airport to which Scheduled Flights cease to be scheduled (other than a temporary cessation, it being understood that the cessation of seasonal Scheduled Flights upon the end of the relevant season shall constitute a temporary cessation if such Scheduled Flights are expected to resume in the subsequent relevant season). Schedule 1 shall be amended to reflect each such termination. is valid from: January 1, 2001 and replaces: N/A Capitalized terms used herein that are not defined herein or in the Standard Ground Handling Agreement of April 1993 as published by the International Air Transport Association (the "Main Agreement") or in Annex A thereto, shall have the meanings given to such terms in the Capacity Purchase Agreement among the Carrier, the Handling Company and ExpressJet Holdings, Inc., the CarrierHandling Company's parent. This Annex B is prepared in accordance with the simplified procedure whereby the Carrier and the Handling Company agree that the terms and conditions of the Main Agreement and Annex A to the Main Agreement shall apply as if such terms were repeated here in full, except as otherwise modified pursuant to this Annex B. By signing this Annex B, the parties confirm that they are familiar with the aforementioned Main Agreement and Annex A. The Main Agreement and Annex A, as modified pursuant to this Annex B shall be referred to herein as the "Agreement." Annex B.SYS.0 Continental Airlines/ExpressJet Airlines, Inc.[ExpressJet as Handling Company] Dated: January 1, 2001 C-2 PARAGRAPH 1 - HANDLING CHARGES"

SYS. 0 for the locationlocation : The Handling Company shall provide ground handling services as provided herein for Scheduled Flights at the airports set forth on Schedule 1 hereto. In addition to the airports on Schedule 1 and except for the airports set forth on Schedule 3 (at which Carrier currently provides ground handling)1, the Handling Company shall also provide ground handling services to the Carrier for Scheduled Flights pursuant to the terms hereof at each additional airport to which Scheduled Flights are scheduled to fly after the date hereof (each, a "“New Airport"”) unless (i) at the time of commencement of Scheduled Flights to such New Airport, the Handling Company does not fly any flights to such airport; (ii) in the calendar month in which such Scheduled Flights commence, such New Airport would be the first, second or third New Airport at which the Handling Annex B.SYS.0 Continental Airlines/ExpressJet Airlines, Inc.[ExpressJet as Handling Company] Dated: January 1, 2001 C-1 Company would not provide services to the Carrier pursuant to the terms hereof; and (iii) the Handling Company gives at least 90 days' prior written notice (or such shorter period of time as is reasonably practicable) before the commencement of Scheduled Flights to such New Airport that the Handling Company will not provide ground handling services at such airport. Schedule 1 shall be amended to reflect each such addition. The Handling Company may also elect, upon at least 90 days' prior written notice to the Carrier, to provide ground handling services as provided herein to the Carrier for Scheduled Flights at any other airport to which Scheduled Flights fly at the time of such election. Schedule 1 shall be amended to reflect each such addition. Notwithstanding the foregoing, the Handling Company may elect to terminate the provision of services by the Handling Company pursuant hereto at any airport to which the Handling Company does not fly any flights, upon at least 90 days' prior written notice to the Carrier and in any event only at such time as the Carrier, using its commercially reasonable efforts, is able to provide the ground handling services provided by the Handling Company hereunder with respect to Scheduled Flights at such airport. In addition, the provisions of this agreement shall terminate with respect to any airport to which Scheduled Flights cease to be scheduled (other than a temporary cessation, it being understood that the cessation of seasonal Scheduled Flights upon the end of the relevant season shall constitute a temporary cessation if such Scheduled Flights are expected to resume in the subsequent relevant season). Schedule 1 shall be amended to reflect each such termination. is valid from: January May 1, 2001 2012 and replaces: N/A Capitalized terms used herein that are not defined herein or in the Standard Ground Handling Agreement of April 1993 as published by the International Air Transport Association (the "“Main Agreement"”) or in Annex A thereto, shall have the meanings given to such terms in the Q300 Capacity Purchase Agreement among the Carrier, the Carrier and Handling Company as amended from time to time (the “Capacity Purchase Agreement”) or the Master Facility and ExpressJet Holdings, Inc., the Carrier's parentGround Handling Agreement among Carrier and Handling Company as amended from time to time. This Annex B is prepared in accordance with the simplified procedure whereby the Carrier and the Handling Company agree that the terms and conditions of the Main Agreement and Annex A to the Main Agreement shall apply as if such terms were repeated here in full, except as otherwise modified pursuant to this Annex B. By signing this Annex B, the parties confirm that they are familiar with the aforementioned Main Agreement and Annex A. The Main Agreement and Annex A, as modified pursuant to this Annex B shall be referred to herein as the "“Agreement." Annex B.SYS.0 Continental Airlines/ExpressJet Airlines, Inc.[ExpressJet as Handling Company] Dated: January 1, 2001 C-2 PARAGRAPH 1 - HANDLING CHARGES”

SYS. 0 for the locationlocation : The Handling Company shall provide ground handling services as provided herein for Scheduled Flights at the airports set forth on Schedule 1 hereto. In addition to the airports on Schedule 1 and except for the airports set forth on Schedule 3 (at which Carrier currently provides ground handling)1, the Handling Company shall also provide ground handling services to the Carrier for Scheduled Flights pursuant to the terms hereof at each additional airport to which Scheduled Flights are scheduled to fly after the date hereof (each, a "“New Airport"”) unless (i) at the time of commencement of Scheduled Flights to such New Airport, the Handling Company does not fly any flights to such airport; (ii) in the calendar month in which such Scheduled Flights commence, such New Airport would be the first, second or third New Airport at which the Handling Annex B.SYS.0 Continental Airlines/ExpressJet Airlines, Inc.[ExpressJet as Handling Company] Dated: January 1, 2001 C-1 Company would not provide services to the Carrier pursuant to the terms hereof; and (iii) the Handling Company gives at least 90 days' ’ prior written notice (or such shorter period of time as is reasonably practicable) before the commencement of Scheduled Flights to such New Airport that the Handling Company will elects not to provide ground handling services at such airport. Schedule 1 shall be amended to reflect each such addition. The Handling Company may also elect, upon at least 90 days' ’ prior written notice to the Carrier, to provide ground handling services as provided herein to the Carrier for Scheduled Flights at any other airport to which Scheduled Flights fly at the time of such election. Schedule 1 shall be amended to reflect each such addition. Notwithstanding the foregoing, the Handling Company may elect to terminate the provision of services by the Handling Company pursuant hereto at any airport to which the Handling Company does not fly any flights, upon at least 90 days' ’ prior written notice to the Carrier and in any event only at such time as the Carrier, using its commercially reasonable efforts, is able to provide the ground handling services provided by the Handling Company hereunder with respect to Scheduled Flights at such airport. In addition, the provisions of this agreement shall terminate with respect to any airport to which Scheduled Flights cease to be scheduled (other than a temporary cessation, it being understood that the cessation of seasonal Scheduled Flights upon the end of the relevant season shall constitute a temporary cessation if such Scheduled Flights are expected to resume in the subsequent relevant season). Schedule 1 shall be amended to reflect each such termination. is valid from: January 1February 2, 2001 2007 and replaces: N/A Capitalized terms used herein that are not defined herein or in the Standard Ground Handling Agreement of April 1993 as published by the International Air Transport Association (the "“Main Agreement"”) or in Annex A thereto, shall have the meanings given to such terms in the Capacity Purchase Agreement among the Carrier, the Handling Company and ExpressJet HoldingsPinnacle Airlines Corp., Inc.Carrier’s parent, as amended from time to time (the “Capacity Purchase Agreement”) or the Master Facility and Ground Handling Agreement among Carrier's parent, Handling Company and Pinnacle Airlines Corp., as amended from time to time. This Annex B is prepared in accordance with the simplified procedure whereby the Carrier and the Handling Company agree that the terms and conditions of the Main Agreement and Annex A to the Main Agreement shall apply as if such terms were repeated here in full, except as otherwise modified pursuant to this Annex B. By signing this Annex B, the parties confirm that they are familiar with the aforementioned Main Agreement and Annex A. The Main Agreement and Annex A, as modified pursuant to this Annex B shall be referred to herein as the "“Agreement." Annex B.SYS.0 Continental Airlines/ExpressJet Airlines, Inc.[ExpressJet as Handling Company] Dated: January 1, 2001 C-2 PARAGRAPH 1 - HANDLING CHARGES”

SYS. 0 for the location: The Handling Company shall provide ground handling services for Scheduled Flights as provided herein at the airports set forth on Schedule 1 hereto. In addition to the airports on Schedule 1 and except for the airports set forth on Schedule 3 (at which The Carrier currently provides ground handling), the Handling Company shall also provide ground handling services to the Carrier pursuant to the terms hereof at each additional airport to which Scheduled Flights are scheduled to fly after the date hereof (each, a "New Airport") unless (i) at the time of commencement of Scheduled Flights to such New Airport, the Handling Company does not fly any flights to such airport; (ii) in the calendar month in which such Scheduled Flights commence, such New Airport would be the first, second or third New Airport at which the Handling Annex B.SYS.0 Continental Airlines/ExpressJet Airlines, Inc.[ExpressJet as Handling Company] Dated: January 1, 2001 C-1 Company would not provide services to the Carrier pursuant to the terms hereof; and (iii) the Handling Company gives at least 90 days' prior written notice (or such shorter period of time as is reasonably practicable) before the commencement of Scheduled Flights to such New Airport that the Handling Company will not provide ground handling services at such airport. Schedule 1 shall be amended to reflect each such addition. The Handling Company may elect, at its sole discretion and upon at least 90 days' prior written days notice to the CarrierHandling Company, to require the Handling Company to provide ground handling services to the Carrier at any other airport to which the Handling Company already flies Scheduled Flights fly at the time of such election. Schedule 1 shall be amended to reflect each such addition. Notwithstanding the foregoing, the Carrier may elect, at its sole discretion and upon at least 90 days’ prior written notice to the Handling Company may elect Company, to terminate the provision of services covered hereunder by the Handling Company pursuant hereto at any airport to which the Handling Company does not fly any flights, upon at least 90 days' prior written notice to the Carrier and in any event only at such time as the Carrier, using its commercially reasonable efforts, is able to provide the ground handling services provided by the Handling Company hereunder with respect to Scheduled Flights at such airport. In addition, the provisions of this agreement shall terminate with respect to any airport not listed on Schedule 2 hereto and to which Scheduled Flights cease to be scheduled (other than a temporary cessation, it being understood that the cessation of seasonal Scheduled Flights upon the end of the relevant season shall constitute a temporary cessation if such Scheduled Flights are expected to resume in the subsequent relevant season), it being acknowledged that this agreement shall not terminate at any airport listed on Schedule 2 hereto as a result of the cessation of Scheduled Flights to such airport. Additionally, Handling Company may elect to terminate the provision of services provided by Handling Company pursuant hereto at any airport listed on Schedule 2 hereto upon at least 90 days’ written notice to the Carrier and in any event only at such time as the Carrier, using its commercially reasonable efforts, is able to provide the ground handling services provided by the Handling Company hereunder at such airport. Schedule 1 (and Schedule 2 as applicable) shall be amended to reflect each such termination. is valid from: January July 1, 2001 2008 and replaces: N/A Annex B. SYS.0 dated as of December 1, 2006. Capitalized terms used herein that are not defined herein or in the Standard Ground Handling Agreement of April 1993 as published by the International Air Transport Association (the "“Main Agreement"”) or in Annex A thereto, shall have the meanings given to such terms in the Second Amended and Restated Capacity Purchase Agreement among the Carrier, the Handling Company and ExpressJet Holdings, Inc., the Handling Company’s parent, as amended from time to time (the “CPA”) or the Amended and Restated Master Facility and Ground Handling among the Carrier's parent, the Handling Company and ExpressJet Holdings, Inc., as amended from time to time. This Annex B is prepared in accordance with the simplified procedure whereby the Carrier and the Handling Company agree that the terms and conditions of the Main Agreement and Annex A to the Main Agreement shall apply as if such terms were repeated here in full, except as otherwise modified pursuant to this Annex B. By signing this Annex B, the parties confirm that they are familiar with the aforementioned Main Agreement and Annex A. The Main Agreement and Annex A, as modified pursuant to this Annex B shall be referred to herein as the "“Agreement." Annex B.SYS.0 Continental Airlines/ExpressJet Airlines, Inc.[ExpressJet as Handling Company] Dated: January 1, 2001 C-2 PARAGRAPH 1 - HANDLING CHARGES”

SYS. 0 for the locationlocation : The Handling Company shall provide ground handling services as provided herein for Scheduled Flights at the airports set forth on Schedule 1 hereto. In addition to the airports on Schedule 1 and except for the airports set forth on Schedule 3 (at which Carrier currently provides ground handling)1, the Handling Company shall also provide ground handling services to the Carrier for Scheduled Flights pursuant to the terms hereof at each additional airport to which Scheduled Flights are scheduled to fly after the date hereof (each, a "New Airport") unless (i) at the time of commencement of Scheduled Flights to such New Airport, the Handling Company does not fly any flights to such airport; (ii) in the calendar month in which such Scheduled Flights commence, such New Airport would be the first, second or third New Airport at which the Handling Annex B.SYS.0 Continental Airlines/ExpressJet Airlines, Inc.[ExpressJet as Handling Company] Dated: January 1, 2001 C-1 Company would not provide services to the Carrier pursuant to the terms hereof; and (iii) the Handling Company gives at least 90 days' prior written notice (or such shorter period of time as is reasonably practicable) before the commencement of Scheduled Flights to such New Airport that the Handling Company will not provide ground handling services at such airport. Schedule 1 shall be amended to reflect each such addition. The Handling Company may elect, upon at least 90 days' prior written notice to the Carrier, to provide ground handling services to the Carrier at any other airport to which Scheduled Flights fly at the time of such election. Schedule 1 shall be amended to reflect each such addition. In this regard, Carrier acknowledges that Handling Company has provided Carrier with proper written notice that Handling Company or its designee will provide ground handling services hereunder at 11 stations effective on September 0, 0000 (XXX, XXX, XXX, XXX, and VPS), September 16, 2008 (CAE, GSP, and SAV), and September 21, 2008 (JAN, LEX, and XNA). Notwithstanding the foregoing, the Handling Company may elect to terminate the provision of services by the Handling Company pursuant hereto at any airport to which the Handling Company does not fly any flights, upon at least 90 days' prior written notice to the Carrier and in any event only at such time as the Carrier, using its commercially reasonable efforts, is able to provide the ground handling services provided by the Handling Company hereunder with respect to Scheduled Flights at such airport. In addition, the provisions of this agreement shall terminate with respect to any airport to which Scheduled Flights cease to be scheduled (other than a temporary cessation, it being understood that the cessation of seasonal Scheduled Flights upon the end of the relevant season shall constitute a temporary cessation if such Scheduled Flights are expected to resume in the subsequent relevant season). Schedule 1 shall be amended to reflect each such termination. is valid from: July 1, 2008 and replaces: Annex B SYS.0 dated as of January 1, 2001 and replaces: N/A 2001, as previously amended. Capitalized terms used herein that are not defined herein or in the Standard Ground Handling Agreement of April 1993 as published by the International Air Transport Association (the "Main Agreement") or in Annex A thereto, shall have the meanings given to such terms in the Second Amended and Restated Capacity Purchase Agreement among the Carrier, the Handling Company and ExpressJet Holdings, Inc., the Carrier's parent, as amended from time to time (the "Capacity Purchase Agreement" or "CPA") or the Amended and Restated Master Facility and Ground Handling among the Carrier, the Handling Company and ExpressJet Holdings, Inc., as amended from time to time. This Annex B is prepared in accordance with the simplified procedure whereby the Carrier and the Handling Company agree that the terms and conditions of the Main Agreement and Annex A to the Main Agreement shall apply as if such terms were repeated here in full, except as otherwise modified pursuant to this Annex B. By signing this Annex B, the parties confirm that they are familiar with the aforementioned Main Agreement and Annex A. The Main Agreement and Annex A, as modified pursuant to this Annex B shall be referred to herein as the "Agreement." Annex B.SYS.0 Continental Airlines/ExpressJet Airlines, Inc.[ExpressJet as Handling Company] Dated: January 1, 2001 C-2 PARAGRAPH 1 - HANDLING CHARGES"

SYS. 0 for the location: The Handling Company shall provide ground handling services for Scheduled Flights at the airports set forth on Schedule 1 hereto. In addition to the airports on Schedule 1 and except for the airports set forth on Schedule 3 (at which The Carrier currently provides ground handling), the Handling Company shall also provide ground handling services to the Carrier pursuant to the terms hereof at each additional airport to which Scheduled Flights are scheduled to fly after the date hereof (each, a "New Airport") unless (i) at the time of commencement of Scheduled Flights to such New Airport, the Handling Company does not fly any flights to such airport; (ii) in the calendar month in which such Scheduled Flights commence, such New Airport would be the first, second or third New Airport at which the Handling Annex B.SYS.0 Continental Airlines/ExpressJet Airlines, Inc.[ExpressJet as Handling Company] Dated: January 1, 2001 C-1 Company would not provide services to the Carrier pursuant to the terms hereof; and (iii) the Handling Company gives at least 90 days' prior written notice (or such shorter period of time as is reasonably practicable) before the commencement of Scheduled Flights to such New Airport that the Handling Company will not provide ground handling services at such airport. Schedule 1 shall be amended to reflect each such addition. The Handling Company may elect, at its sole discretion and upon at least 90 days' prior written days notice to the CarrierHandling Company, to require the Handling Company to provide ground handling services to the Carrier at any other airport to which the Handling Company already flies Scheduled Flights fly at the time of such election. Schedule 1 shall be amended to reflect each such addition. Annex B.SYS.0 Continental Airlines/ExpressJet Airlines, Inc. [ExpressJet as Handling Company] Dated: December 1, 2006 Notwithstanding the foregoing, the Carrier may elect, at its sole discretion and upon at least 90 days’ prior written notice to the Handling Company may elect Company, to terminate the provision of services covered hereunder by the Handling Company pursuant hereto at any airport to which the Handling Company does not fly any flights, upon at least 90 days' prior written notice to the Carrier and in any event only at such time as the Carrier, using its commercially reasonable efforts, is able to provide the ground handling services provided by the Handling Company hereunder with respect to Scheduled Flights at such airport. In addition, the provisions of this agreement shall terminate with respect to any airport not listed on Schedule 2 hereto and to which Scheduled Flights cease to be scheduled (other than a temporary cessation, it being understood that the cessation of seasonal Scheduled Flights upon the end of the relevant season shall constitute a temporary cessation if such Scheduled Flights are expected to resume in the subsequent relevant season), it being acknowledged that this agreement shall not terminate at any airport listed on Schedule 2 hereto as a result of the cessation of Scheduled Flights to such airport. Additionally, Handling Company may elect to terminate the provision of services provided by Handling Company pursuant hereto at any airport listed on Schedule 2 hereto upon at least 90 days’ written notice to the Carrier and in any event only at such time as the Carrier, using its commercially reasonable efforts, is able to provide the ground handling services provided by the Handling Company hereunder at such airport. Schedule 1 (and Schedule 2 as applicable) shall be amended to reflect each such termination. is valid from: January 1, 2001 2007 and replaces: N/A Annex B. SYS.0 dated as of January 1, 2001, as previously amended. Capitalized terms used herein that are not defined herein or in the Standard Ground Handling Agreement of April 1993 as published by the International Air Transport Association (the "“Main Agreement"”) or in Annex A thereto, shall have the meanings given to such terms in the Capacity Purchase Agreement among the Carrier, the Handling Company and ExpressJet Holdings, Inc., the Carrier's parent. Handling Company’s parent (the “CPA”) This Annex B is prepared in accordance with the simplified procedure whereby the Carrier and the Handling Company agree that the terms and conditions of the Main Agreement and Annex A to the Main Agreement shall apply as if such terms were repeated here in full, except as otherwise modified pursuant to this Annex B. By signing this Annex B, the parties confirm that they are familiar with the aforementioned Main Agreement and Annex A. The Main Agreement and Annex A, as modified pursuant to this Annex B shall be referred to herein as the "“Agreement." ” 2 Annex B.SYS.0 Continental Airlines/ExpressJet Airlines, Inc.[ExpressJet Inc. [ExpressJet as Handling Company] Dated: January December 1, 2001 C-2 2006 PARAGRAPH 1 - – HANDLING CHARGES

SYS. 0 for the locationlocation : The Handling Company shall provide ground handling services as provided herein for Scheduled Flights at the airports set forth on Schedule 1 hereto. In addition to the airports on Schedule 1 and except for the airports set forth on Schedule 3 (at which Carrier currently provides ground handling)1, the Handling Company shall also provide ground handling services to the Carrier for Scheduled Flights pursuant to the terms hereof at each additional airport to which Scheduled Flights are scheduled to fly after the date hereof (each, a "“New Airport"”) unless (i) at the time of commencement of Scheduled Flights to such New Airport, the Handling Company does not fly any flights to such airport; (ii) in the calendar month in which such Scheduled Flights commence, such New Airport would be the first, second or third New Airport at which the Handling Annex B.SYS.0 Continental Airlines/ExpressJet Airlines, Inc.[ExpressJet as Handling Company] Dated: January 1, 2001 C-1 Company would not provide services to the Carrier pursuant to the terms hereof; and (iii) the Handling Company gives at least 90 days' ’ prior written notice (or such shorter period of time as is reasonably practicable) before the commencement of Scheduled Flights to such New Airport that the Handling Company will not provide ground handling services at such airport. Schedule 1 shall be amended to reflect each such addition. The Handling Company may elect, upon at least 90 days' ’ prior written notice to the Carrier, to provide ground handling services to the Carrier at any other airport to which Scheduled Flights fly at the time of such election. Schedule 1 shall be amended to reflect each such addition. In this regard, Carrier acknowledges that Handling Company has provided Carrier with proper written notice that Handling Company or its designee will provide ground handling services hereunder at 11 stations effective on September 0, 0000 (XXX, XXX, XXX, XXX, and VPS), September 16, 2008 (CAE, GSP, and SAV), and September 21, 2008 (JAN, LEX, and XNA). Notwithstanding the foregoing, the Handling Company may elect to terminate the provision of services by the Handling Company pursuant hereto at any airport to which the Handling Company does not fly any flights, upon at least 90 days' ’ prior written notice to the Carrier and in any event only at such time as the Carrier, using its commercially reasonable efforts, is able to provide the ground handling services provided by the Handling Company hereunder with respect to Scheduled Flights at such airport. In addition, the provisions of this agreement shall terminate with respect to any airport to which Scheduled Flights cease to be scheduled (other than a temporary cessation, it being understood that the cessation of seasonal Scheduled Flights upon the end of the relevant season shall constitute a temporary cessation if such Scheduled Flights are expected to resume in the subsequent relevant season). Schedule 1 shall be amended to reflect each such termination. is valid from: July 1, 2008 and replaces: Annex B SYS.0 dated as of January 1, 2001 and replaces: N/A 2001, as previously amended. Capitalized terms used herein that are not defined herein or in the Standard Ground Handling Agreement of April 1993 as published by the International Air Transport Association (the "“Main Agreement"”) or in Annex A thereto, shall have the meanings given to such terms in the Second Amended and Restated Capacity Purchase Agreement among the Carrier, the Handling Company and ExpressJet Holdings, Inc., the Carrier's ’s parent, as amended from time to time (the “Capacity Purchase Agreement” or “CPA”) or the Amended and Restated Master Facility and Ground Handling among the Carrier, the Handling Company and ExpressJet Holdings, Inc., as amended from time to time. This Annex B is prepared in accordance with the simplified procedure whereby the Carrier and the Handling Company agree that the terms and conditions of the Main Agreement and Annex A to the Main Agreement shall apply as if such terms were repeated here in full, except as otherwise modified pursuant to this Annex B. By signing this Annex B, the parties confirm that they are familiar with the aforementioned Main Agreement and Annex A. The Main Agreement and Annex A, as modified pursuant to this Annex B shall be referred to herein as the "“Agreement." Annex B.SYS.0 Continental Airlines/ExpressJet Airlines, Inc.[ExpressJet as Handling Company] Dated: January 1, 2001 C-2 PARAGRAPH 1 - HANDLING CHARGES”

SYS. 0 for the location: The Handling Company shall provide ground handling services for Scheduled Flights as provided herein at the airports set forth on Schedule 1 hereto. In addition The Carrier may elect, at its sole discretion and upon at least 90 days notice to the airports on Schedule 1 and except for the airports set forth on Schedule 3 (at which Carrier currently provides ground handling)Handling Company, to require the Handling Company shall also to provide ground handling services to the Carrier pursuant to the terms hereof at each additional any airport to which Scheduled Flights are scheduled to fly after the date hereof other than a Hub Airport (each, a "New Airport") unless (i) at the time of commencement of Scheduled Flights to such New Airport, the Handling Company does not fly any flights to such airport; (ii) in the calendar month in which such Scheduled Flights commence, such New Airport would be the first, second or third New Airport at which the Handling Annex B.SYS.0 Continental Airlines/ExpressJet Airlines, Inc.[ExpressJet as Handling Company] Dated: January 1, 2001 C-1 Company would not provide services to the Carrier pursuant to the terms hereof; and (iii) the Handling Company gives at least 90 days' prior written notice (or such shorter period of time as is reasonably practicable) before the commencement of Scheduled Flights to such New Airport that the Handling Company will not provide ground handling services at such airport. Schedule 1 shall be amended to reflect each such addition. The ); provided that, it is acknowledged for the avoidance of doubt that, even though Handling Company may elect, upon at least 90 days' prior written notice to the Carrier, shall not be required hereunder to provide ground handling services to the Carrier in respect of Carrier’s flights at any other airport to which Hub Airport, Handling Company shall still be responsible for providing all necessary ground handling services in respect of its Scheduled Flights fly at in accordance with the time Capacity Purchase Agreement (as defined below), unless Continental elects to provide such services in accordance with the terms of such election. Schedule 1 shall be amended to reflect each such additionthe Continental Ground Handling Agreement. Notwithstanding the foregoing, the Carrier may elect, at its sole discretion and upon at least 90 days’ prior written notice to the Handling Company may elect Company, to terminate the provision of services covered hereunder by the Handling Company pursuant hereto at any airport to which the Handling Company does not fly any flights, upon at least 90 days' prior written notice to the Carrier and in any event only at such time as the Carrier, using its commercially reasonable efforts, is able to provide the ground handling services provided by the Handling Company hereunder with respect to Scheduled Flights at such airport. In addition, the provisions of this agreement shall terminate with respect to any airport to which Scheduled Flights cease to be scheduled (other than a temporary cessation, it being understood that the cessation of seasonal Scheduled Flights upon the end of the relevant season shall constitute a temporary cessation if such Scheduled Flights are expected to resume in the subsequent relevant season). Schedule 1 shall be amended to reflect each such termination. is valid from: January 1February 2, 2001 2007 and replaces: N/A Capitalized terms used herein that are not defined herein or in the Standard Ground Handling Agreement of April 1993 as published by the International Air Transport Association (the "“Main Agreement"”) or in Annex A thereto, shall have the meanings given to such terms in the Capacity Purchase Agreement among the Carrier, the Handling Company and ExpressJet HoldingsPinnacle Airlines Corp., Inc.Handling Company’s parent, as amended from time to time (the “Capacity Purchase Agreement”) or the Master Facility and Ground Handling Agreement among Carrier's parent, Handling Company and Pinnacle Airlines Corp., as amended from time to time. This Annex B is prepared in accordance with the simplified procedure whereby the Carrier and the Handling Company agree that the terms and conditions of the Main Agreement and Annex A to the Main Agreement shall apply as if such terms were repeated here in full, except as otherwise modified pursuant to this Annex B. By signing this Annex B, the parties confirm that they are familiar with the aforementioned Main Agreement and Annex A. The Main Agreement and Annex A, as modified pursuant to this Annex B shall be referred to herein as the "“Agreement." Annex B.SYS.0 Continental Airlines/ExpressJet Airlines, Inc.[ExpressJet as Handling Company] Dated: January 1, 2001 C-2 PARAGRAPH 1 - HANDLING CHARGES”

SYS. 0 for the location: The Handling Company shall provide ground handling services for Scheduled Flights as provided herein at the airports set forth on Schedule 1 hereto. In addition to the airports on Schedule 1 and except for the airports set forth on Schedule 3 (at which The Carrier currently provides ground handling), the Handling Company shall also provide ground handling services to the Carrier pursuant to the terms hereof at each additional airport to which Scheduled Flights are scheduled to fly after the date hereof (each, a "New Airport") unless (i) at the time of commencement of Scheduled Flights to such New Airport, the Handling Company does not fly any flights to such airport; (ii) in the calendar month in which such Scheduled Flights commence, such New Airport would be the first, second or third New Airport at which the Handling Annex B.SYS.0 Continental Airlines/ExpressJet Airlines, Inc.[ExpressJet as Handling Company] Dated: January 1, 2001 C-1 Company would not provide services to the Carrier pursuant to the terms hereof; and (iii) the Handling Company gives at least 90 days' prior written notice (or such shorter period of time as is reasonably practicable) before the commencement of Scheduled Flights to such New Airport that the Handling Company will not provide ground handling services at such airport. Schedule 1 shall be amended to reflect each such addition. The Handling Company may elect, at its sole discretion and upon at least 90 days' prior written days notice to the CarrierHandling Company, to require the Handling Company to provide ground handling services to the Carrier at any other airport to which the Handling Company already flies Scheduled Flights fly at the time of such election. Schedule 1 shall be amended to reflect each such addition. Notwithstanding the foregoing, the Handling Company Carrier may elect to terminate the provision of services by the Handling Company pursuant hereto elect, at any airport to which the Handling Company does not fly any flights, its sole discretion and upon at least 90 days' prior written notice to the Carrier and in any event only at such time as Handling Company, to terminate the Carrier, using its commercially reasonable efforts, is able to provide the ground handling provision of services provided covered hereunder by the Handling Company hereunder with respect to Scheduled Flights at such any airport. In addition, the provisions of this agreement shall terminate with respect to any airport not listed on Schedule 2 hereto and to which Scheduled Flights cease to be scheduled (other than a temporary cessation, it being understood that the cessation of seasonal Scheduled Flights upon the end of the relevant season shall constitute a temporary cessation if such Scheduled Flights are expected to resume in the subsequent relevant season), it being acknowledged that this agreement shall not terminate at any airport listed on Schedule 2 hereto as a result of the cessation of Scheduled Flights to such airport. Additionally, Handling Company may elect to terminate the provision of services provided by Handling Company pursuant hereto at any airport listed on Schedule 2 hereto upon at least 90 days' written notice to the Carrier and in any event only at such time as the Carrier, using its commercially reasonable efforts, is able to provide the ground handling services provided by the Handling Company hereunder at such airport. Schedule 1 (and Schedule 2 as applicable) shall be amended to reflect each such termination. is valid from: January July 1, 2001 2008 and replaces: N/A Annex B. SYS.0 dated as of December 1, 2006. Capitalized terms used herein that are not defined herein or in the Standard Ground Handling Agreement of April 1993 as published by the International Air Transport Association (the "Main Agreement") or in Annex A thereto, shall have the meanings given to such terms in the Second Amended and Restated Capacity Purchase Agreement among the Carrier, the Handling Company and ExpressJet Holdings, Inc., the CarrierHandling Company's parent, as amended from time to time (the "CPA") or the Amended and Restated Master Facility and Ground Handling among the Carrier, the Handling Company and ExpressJet Holdings, Inc., as amended from time to time. This Annex B is prepared in accordance with the simplified procedure whereby the Carrier and the Handling Company agree that the terms and conditions of the Main Agreement and Annex A to the Main Agreement shall apply as if such terms were repeated here in full, except as otherwise modified pursuant to this Annex B. By signing this Annex B, the parties confirm that they are familiar with the aforementioned Main Agreement and Annex A. The Main Agreement and Annex A, as modified pursuant to this Annex B shall be referred to herein as the "Agreement." Annex B.SYS.0 Continental Airlines/ExpressJet Airlines, Inc.[ExpressJet as Handling Company] Dated: January 1, 2001 C-2 PARAGRAPH 1 - HANDLING CHARGES"

SYS. 0 for the location: The Handling Company shall provide ground handling services for Scheduled Flights at the airports set forth on Schedule 1 hereto. In addition to the airports on Schedule 1 and except for the airports set forth on Schedule 3 (at which The Carrier currently provides ground handling), the Handling Company shall also provide ground handling services to the Carrier pursuant to the terms hereof at each additional airport to which Scheduled Flights are scheduled to fly after the date hereof (each, a "New Airport") unless (i) at the time of commencement of Scheduled Flights to such New Airport, the Handling Company does not fly any flights to such airport; (ii) in the calendar month in which such Scheduled Flights commence, such New Airport would be the first, second or third New Airport at which the Handling Annex B.SYS.0 Continental Airlines/ExpressJet Airlines, Inc.[ExpressJet as Handling Company] Dated: January 1, 2001 C-1 Company would not provide services to the Carrier pursuant to the terms hereof; and (iii) the Handling Company gives at least 90 days' prior written notice (or such shorter period of time as is reasonably practicable) before the commencement of Scheduled Flights to such New Airport that the Handling Company will not provide ground handling services at such airport. Schedule 1 shall be amended to reflect each such addition. The Handling Company may elect, at its sole discretion and upon at least 90 days' prior written days notice to the CarrierHandling Company, to require the Handling Company to provide ground handling services to the Carrier at any other airport to which the Handling Company already flies Scheduled Flights fly at the time of such election. Schedule 1 shall be amended to reflect each such addition. Annex B.SYS.0 Continental Airlines/ExpressJet Airlines, Inc. [ExpressJet as Handling Company] Dated: December 1, 2006 Notwithstanding the foregoing, the Carrier may elect, at its sole discretion and upon at least 90 days’ prior written notice to the Handling Company may elect Company, to terminate the provision of services covered hereunder by the Handling Company pursuant hereto at any airport to which the Handling Company does not fly any flights, upon at least 90 days' prior written notice to the Carrier and in any event only at such time as the Carrier, using its commercially reasonable efforts, is able to provide the ground handling services provided by the Handling Company hereunder with respect to Scheduled Flights at such airport. In addition, the provisions of this agreement shall terminate with respect to any airport not listed on Schedule 2 hereto and to which Scheduled Flights cease to be scheduled (other than a temporary cessation, it being understood that the cessation of seasonal Scheduled Flights upon the end of the relevant season shall constitute a temporary cessation if such Scheduled Flights are expected to resume in the subsequent relevant season), it being acknowledged that this agreement shall not terminate at any airport listed on Schedule 2 hereto as a result of the cessation of Scheduled Flights to such airport. Additionally, Handling Company may elect to terminate the provision of services provided by Handling Company pursuant hereto at any airport listed on Schedule 2 hereto upon at least 90 days’ written notice to the Carrier and in any event only at such time as the Carrier, using its commercially reasonable efforts, is able to provide the ground handling services provided by the Handling Company hereunder at such airport. Schedule 1 (and Schedule 2 as applicable) shall be amended to reflect each such termination. is valid from: January 1, 2001 2007 and replaces: N/A Annex B. SYS.0 dated as of January 1, 2001, as previously amended. Capitalized terms used herein that are not defined herein or in the Standard Ground Handling Agreement of April 1993 as published by the International Air Transport Association (the "“Main Agreement"”) or in Annex A thereto, shall have the meanings given to such terms in the Capacity Purchase Agreement among the Carrier, the Handling Company and ExpressJet Holdings, Inc., the Carrier's parent. Handling Company’s parent (the “CPA”) This Annex B is prepared in accordance with the simplified procedure whereby the Carrier and the Handling Company agree that the terms and conditions of the Main Agreement and Annex A to the Main Agreement shall apply as if such terms were repeated here in full, except as otherwise modified pursuant to this Annex B. By signing this Annex B, the parties confirm that they are familiar with the aforementioned Main Agreement and Annex A. The Main Agreement and Annex A, as modified pursuant to this Annex B shall be referred to herein as the "“Agreement." ” Annex B.SYS.0 Continental Airlines/ExpressJet Airlines, Inc.[ExpressJet Inc. [ExpressJet as Handling Company] Dated: January December 1, 2001 C-2 2006 PARAGRAPH 1 - – HANDLING CHARGES