AGREEMENT AND PLAN OF MERGER among SKYWEST, INC., EXPRESS DELAWARE MERGER CO. and EXPRESSJET HOLDINGS, INC. Dated August 3, 2010Merger Agreement • August 4th, 2010 • Expressjet Holdings Inc • Air transportation, scheduled • Delaware
THIS AGREEMENT AND PLAN OF MERGER, executed this 3rd day of August, 2010 (this “Agreement”), is by and among SkyWest, Inc., a Utah corporation (“Parent”), Express Delaware Merger Co., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub,” and together with Parent, the “Parent Parties”), and ExpressJet Holdings, Inc., a Delaware corporation (the “Company”).
THIRD AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • August 4th, 2010 • Expressjet Holdings Inc • Air transportation, scheduled • New York
This Amendment (the “Third Amendment”), dated as of August 3, 2010, by and between ExpressJet Holdings, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company (the “Rights Agent”), constitutes the Third Amendment to the Amended and Restated Rights Agreement, dated as of April 1, 2002 (the “Amended and Restated Rights Agreement”), by and among the Company, the Rights Agent and, for purposes of Sections 27, 29 and 35 only, Continental Airlines, Inc., a Delaware corporation (“Continental”), as previously amended by the First Amendment thereto, dated as of December 13, 2006, and the Second Amendment thereto, dated as of July 25, 2008 (as so amended, the “Rights Agreement”).
