AMENDED AND RESTATED
BY AND BETWEEN
CONTINENTAL AIRLINES, INC.,
EXPRESSJET HOLDINGS, INC.
EXPRESSJET AIRLINES, INC.
This AMENDED AND RESTATED TAX AGREEMENT (this “Agreement”), dated July 22, 2002, to be
effective as of the Deconsolidation Date (as defined below) as determined for federal income tax purposes, is by
and between Continental Airlines, Inc., a Delaware corporation (“Continental”), ExpressJet Holdings, Inc., a
Delaware corporation (“Holdings”), and ExpressJet Airlines, Inc. (“ExpressJet Airlines”), a Delaware
corporation (formerly known as New ExpressJet Airlines, Inc.).
WHEREAS, Continental is the common parent corporation of an affiliated group of corporations within the
meaning of Section 1504(a) of the Code and of consolidated, combined, unitary and other similar groups as
defined under similar laws of other jurisdictions, and Holdings and certain Holdings Affiliates were members of
WHEREAS, Continental and Holdings entered into an Initial Public Offering Agreement, and as a result of the
transactions that occurred pursuant to that agreement Holdings ceased to be a member of the Continental Group;
WHEREAS, Continental and Holdings entered into a Tax Agreement dated as of April 17, 2002 (the “Tax
Agreement”), and now wish to amend and restate the Tax Agreement in its entirety effective as of the
Deconsolidation Date determined for federal income tax purposes
NOW, THEREFORE, in consideration of the premises and the representations, covenants and agreements
contained herein and intending to be legally bound, the parties hereto hereby amend and restate the Tax
Agreement in its entirety as follows:
Definitions. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the
Initial Public Offering Agreement. As used in this Agreement, capitalized terms shall have the following meanings
(such meanings to be equally