SECOND AMENDMENT TO UNITED EXPRESS AGREEMENT

Exhibit 10.1(c)

United Contract No. 179022-2

SECOND AMENDMENT TO UNITED EXPRESS AGREEMENT

This Second Amendment to United Express Agreement (the “Amendment”) is effective as of August 4 , 2010 (the “Effective Date”), by and between UNITED AIR LINES, INC., a Delaware corporation, with its corporate offices located at 00 Xxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000 (“United”), and EXPRESSJET AIRLINES, INC., a Delaware corporation, with its corporate offices located at 000 Xxxxx Xxx Xxxxxxx Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 (“ExpressJet” or “Contractor”).

WHEREAS, the parties previously entered into that certain United Express Agreement, dated as of December 1, 2009 and denominated as United Contract 179022 (the “Original Agreement”);

WHEREAS, the parties previously entered into that certain First Amendment to United Express Agreement, dated as of February 15, 2010 and denominated as United Contract 179022-4 (the “First Amendment”, and together with the Original Agreement, the “Agreement”);

WHEREAS, pursuant to Article XXXI of the Agreement, the parties may mutually agree to modify or amend the Agreement for any reason at any time; and

WHEREAS, the parties desire to amend the Agreement to account for a third tranche of ERJ-145 aircraft to be added to the United Express fleet.

NOW THEREFORE, for good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

I. DEFINITIONS.  Capitalized terms used in this Amendment and not otherwise defined in this Amendment shall have the meanings assigned to them in the Agreement.

II. SCOPE, TERM, AND CONDITIONS

A. The text of Article II.B.1 of the Agreement, titled “Regional Jets Term,” is hereby deleted in its entirety and replaced with the following:

“The term of the Agreement shall commence on the Effective Date and will be divided into three (3) tranches consisting of eleven (11), eleven (11), and thirteen (13) aircraft, respectively (“ERJ-145 Tranches”).  The term of this Agreement for: (a) the first ERJ-145 Tranche, which shall consist of the first eleven (11) ERJ-145 aircraft, will expire April 30, 2012; (b) the second ERJ-145 Tranche, which shall consist of the second eleven (11) ERJ-145 aircraft, will expire on April 30, 2013; and (c) the third ERJ-145 Tranche, which shall consist of an additional thirteen (13) ERJ-145 aircraft, will expire on April 4, 2011.  Thereafter, United may renew the term hereof: (i) for all eleven (11) aircraft in the entire first ERJ-145 Tranche for an additional term of three (3) years, upon not less than six (6) month’s prior written notice prior to the end of the initial term for the first ERJ-145 Tranche; and (ii) for all eleven (11) aircraft in the entire second ERJ-145 Tranche for an additional term of two (2) years, upon not less than six (6) month’s prior written notice prior to the end of the initial term for the second ERJ-145 Tranche.  The parties have not established a renewal option for the third ERJ-145 Tranche.  Any renewal of less than all eleven (11) aircraft in either of the first or second ERJ-145 Tranches shall be agreed to in writing by the parties.”

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B. The text of Article IV.A.1.a of the Agreement, titled “Aircraft to be Used” is hereby deleted in its entirety and replaced with the following:

“In accordance with the terms and conditions of this Agreement, Contractor is authorized to fly the following aircraft under Contractor’s United Express Services:

Thirty-five (35) ERJ-145 Aircraft, which Contractor shall cause to be delivered as per Appendix B.”

C. Appendix B of the Agreement, titled “Aircraft Fleet Plan,” is hereby deleted in its entirety and replaced with a revised Appendix B.  The revised Appendix B is set forth on Schedule 1 to this Amendment.

D. During the period of September 1, 2010 through March 31, 2011 only, United guarantees to ExpressJet ****** performance and markup payment for Departure On-Time Zero for all aircraft operating for United Express under the Agreement, and during the period of September 1, 2010 through March 31, 2011 only, United agrees not to exercise any termination rights under the Agreement with respect to such aircraft that operate below ****** performance.

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E. All terms and conditions of the Agreement shall apply to the third ERJ-145 Tranche, except that the aircraft ownership shall be modified as set forth on Schedule 1 hereto and further that the terms of Articles 4.A.1.b, 4.A.1.c, 4.A.2, 4.A.3, 4.A.4, 7.I. and 8.F. of the Agreement shall not apply to the third ERJ-145 Tranche.

III. MISCELLANEOUS.  Except as otherwise amended herein, the Agreement will remain in full force and effect. The terms of this Amendment are deemed to be incorporated in, and made a part of, the Agreement.  This Amendment may be executed in any number of counterparts, by original or facsimile signature, each of which when executed and delivered shall be deemed an original and such counterparts together shall constitute one and the same instrument.  The terms of this Amendment amend and replace those contained in the First Amendment in its entirety.

IN WITNESS WHEREOF, the parties hereto have, by their duly authorized officers, caused this Amendment to be entered into and executed as of the Effective Date.

UNITED AIR LINES, INC.			EXPRESSJET AIRLINES, INC.
By:	/s/ Xxxx Xxxxx		By:	/s/ Xxxxxx X. Xxxxxx
	Xxxx Xxxxx			Xxxxxx X. Xxxxxx
	President			President & CEO

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Schedule 1

APPENDIX B

AIRCRAFT FLEET PLAN

ExpressJet Fleet Plan and Agreement Expiration Dates

ERJ-145s		In-Service Date		Agreement Expiration Date		Aircraft Ownership Rate ($/month)		Aircraft Tail Number		Contract Number
1		01-Dec 09		30-April -12		$******				179022
2		01-Dec 09		30-April -12		$******				179022
3		01-Dec 09		30-April -12		$******				179022
4		07-Dec 09		30-April -12		$******				179022
5		07-Dec 09		30-April -12		$******				179022
6		07-Dec 09		30-April -12		$******				179022
7		05-Jan 10		30-April -12		$******				179022
8		05-Jan 10		30-April -12		$******				179022
9		05-Jan 10		30-April -12		$******				179022
10		05-Jan 10		30-April -12		$******				179022
11		05-Jan 10		30-April -12		$******				179022
12		01-Feb 10		30-April -13		$******				179022
00		00-Xxx 00		00-Xxxxx -00		$******				179022
00		00-Xxx 00		00-Xxxxx -00		$******				179022
00		00-Xxx 00		00-Xxxxx -00		$******				179022
16		01-Feb 10		30-April -13		$******				179022
17		01-March 10		30-April -13		$******				179022
18		01-March 10		30-April -13		$******				179022
19		01-March 10		30-April -13		$******				179022
20		01-March 10		30-April -13		$******				179022
21		01-March 10		30-April -13		$******				179022
22		01-March 10		30-April -13		$******				179022
23		01-May 10		04-April-11		$******				179022-2
24		01-May 10		04-April-11		$******				179022-2
25		01-May 10		04-April-11		$******				179022-2
26		01-May 10		04-April-11		$******				179022-2
27		01-May 10		04-April-11		$******				179022-2
28		01-May 10		04-April-11		$******				179022-2
29		01-May 10		04-April-11		$******				179022-2
30		01-May 10		04-April-11		$******				179022-2
31		01-May 10		04-April-11		$******				179022-2
32		01-May 10		04-April-11		$******				179022-2
33*		01-May 10		04-April-11		$******				179022-2
34		16-Dec 10		04-April-11		$******				179022-2

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35 16-Dec 10 04-April-11 $****** 179022-2

*Represents virtual spare aircraft.

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