ExpressJet (XJT)

3.1

Restated Certificate of Incorporation, as amended by the Certificate of Amendment dated July 1, 2008 and Certificate of Amendment dated October 1, 2008 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 filed on November 12, 2008, File No. 1-31300).

3.2

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 24, 2007, File No. 1-31300).

31.1

Rule 13a-14(a)/15d-14(a) Certification by Chief Executive Officer.⁽¹⁾

31.2

Rule 13a-14(a)/15d-14(a) Certification by Chief Financial Officer.⁽¹⁾

32.1

Section 1350 Certification by Chief Executive Officer.⁽²⁾ 

32.2

Section 1350 Certification by Chief Financial Officer.⁽²⁾

⁽¹⁾ Filed herewith.

⁽²⁾ Furnished herewith.

EXPRESSJET HOLDINGS, INC.
(Registrant)

Date:  May 7, 2009

/s/Phung Ngo-Burns                                     

Phung Ngo-Burns
Vice President and Chief Financial Officer
(Principal Financial Officer)

Date:  May 7, 2009

/s/ Robert Bickmore                                       

Robert Bickmore
Senior Director and Controller
(Principal Accounting Officer)

3.1

Restated Certificate of Incorporation, as amended by the Certificate of Amendment dated July 1, 2008 and Certificate of Amendment dated October 1, 2008. ⁽¹⁾

3.2

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 24, 2007, File No. 1-31300).

10.1

First Amendment to the Second Amended and Restated Capacity Purchase Agreement among Continental Airlines, Inc., ExpressJet Holdings, Inc., XJT Holdings, Inc. and ExpressJet Airlines, Inc., dated as of August 29, 2008. ⁽¹⁾   *

10.2

Employment Agreement of LamPhung Ngo-Burns, dated September 11, 2008. ⁽¹⁾ 

31.1

Rule 13a-14(a)/15d-14(a) Certification by Chief Executive Officer.⁽¹⁾

31.2

Rule 13a-14(a)/15d-14(a) Certification by Chief Financial Officer.⁽¹⁾

32.1

Section 1350 Certification by Chief Executive Officer.⁽²⁾ 

32.2

Section 1350 Certification by Chief Financial Officer.⁽²⁾

⁽¹⁾ Filed herewith.

⁽²⁾ Furnished herewith.

*The Company has applied to the Securities and Exchange Commission for confidential treatment for portions of the exhibit.

EXPRESSJET HOLDINGS, INC.
(Registrant)

Date:  November 12, 2008

/s/Phung Ngo-Burns                                               

Vice President and Chief Financial Officer
(Principal Financial Officer)

Date:  November 12, 2008

/s/Robert Bickmore                                     

Robert Bickmore
Senior Director and Controller
(Principal Accounting Officer)

3.1

Restated Certificate of Incorporation, as amended by the Certificate of Amendment dated July 1, 2008 and Certificate of Amendment dated October 1, 2008. ⁽¹⁾

3.2

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 24, 2007, File No. 1-31300).

10.1

First Amendment to the Second Amended and Restated Capacity Purchase Agreement among Continental Airlines, Inc., ExpressJet Holdings, Inc., XJT Holdings, Inc. and ExpressJet Airlines, Inc., dated as of August 29, 2008. ⁽¹⁾   *

10.2

Employment Agreement of LamPhung Ngo-Burns, dated September 11, 2008. ⁽¹⁾ 

31.1

Rule 13a-14(a)/15d-14(a) Certification by Chief Executive Officer.⁽¹⁾

31.2

Rule 13a-14(a)/15d-14(a) Certification by Chief Financial Officer.⁽¹⁾

32.1

Section 1350 Certification by Chief Executive Officer.⁽²⁾ 

32.2

Section 1350 Certification by Chief Financial Officer.⁽²⁾

⁽¹⁾ Filed herewith.

⁽²⁾ Furnished herewith.

*The Company has applied to the Securities and Exchange Commission for confidential treatment for portions of the exhibit.

3.1

Restated Certificate of Incorporation, (incorporated by reference to Exhibit 3.1 to the Company’s report on Form 10-Q for the quarter ended March 31, 2005, File No. 1-31300).

3.2

Restated Certificate of Incorporation, dated April 21, 2005, as amended by the Certificate of Amendment to the Restated Certificate of Incorporation, dated July 2, 2008.* ⁽¹⁾

3.3

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 24, 2007, File No. 1-31300).

10.1

Second Amended and Restated Capacity Purchase Agreement among Continental Airlines, Inc., ExpressJet Holdings, Ind., XJT Holdings, Inc. and ExpressJet Airlines, Inc., dated as of June 5, 2008. ⁽¹⁾ *

10.2

Amendment to James Ream’s Employment Agreement dated April 10, 2008 .⁽¹⁾

10.3

Amendment to James Nides' Employment Agreement dated April 10, 2008 .⁽¹⁾

10.4

Amendment to Charles Coble's Employment Agreement dated April 10, 2008 .⁽¹⁾

10.5

Amendment to Scott Peterson's Employment Agreement dated April 10, 2008 .⁽¹⁾

10.6

Amendment to Frederick Cromer's Employment Agreement dated April 10, 2008 .⁽¹⁾

31.1

Rule 13a-14(a)/15d-14(a) Certification by Chief Executive Officer.⁽¹⁾

31.2

Rule 13a-14(a)/15d-14(a) Certification by Interim Chief Financial Officer.⁽¹⁾

32.1

Section 1350 Certification by Chief Executive Officer.⁽²⁾ 

32.2

Section 1350 Certification by Interim Chief Financial Officer.⁽²⁾

⁽¹⁾ Filed herewith.

⁽²⁾ Furnished herewith.

*The Company has applied to the Securities and Exchange Commission for confidential treatment for portions of the exhibit.

EXPRESSJET HOLDINGS, INC.
(Registrant)

Date:  August 8, 2008

s/Phung Ngo-Burns

Staff Vice President and Interim Chief Financial Officer
(Interim Principal Financial Officer and Principal Accounting Officer)

3.1

Restated Certificate of Incorporation, (incorporated by reference to Exhibit 3.1 to the Company’s report on Form 10-Q for the quarter ended March 31, 2005, File No. 1-31300).

3.2

Restated Certificate of Incorporation, dated April 21, 2005, as amended by the Certificate of Amendment to the Restated Certificate of Incorporation, dated July 2, 2008.* ⁽¹⁾

3.3

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 24, 2007, File No. 1-31300).

10.1

Second Amended and Restated Capacity Purchase Agreement among Continental Airlines, Inc., ExpressJet Holdings, Ind., XJT Holdings, Inc. and ExpressJet Airlines, Inc., dated as of June 5, 2008. ⁽¹⁾ *

10.2

Amendment to James Ream’s Employment Agreement dated April 10, 2008 .⁽¹⁾

10.3

Amendment to James Nides' Employment Agreement dated April 10, 2008 .⁽¹⁾

10.4

Amendment to Charles Coble's Employment Agreement dated April 10, 2008 .⁽¹⁾

10.5

Amendment to Scott Peterson's Employment Agreement dated April 10, 2008 .⁽¹⁾

10.6

Amendment to Frederick Cromer's Employment Agreement dated April 10, 2008 .⁽¹⁾

31.1

Rule 13a-14(a)/15d-14(a) Certification by Chief Executive Officer.⁽¹⁾

31.2

Rule 13a-14(a)/15d-14(a) Certification by Interim Chief Financial Officer.⁽¹⁾

32.1

Section 1350 Certification by Chief Executive Officer.⁽²⁾ 

32.2

Section 1350 Certification by Interim Chief Financial Officer.⁽²⁾

⁽¹⁾ Filed herewith.

⁽²⁾ Furnished herewith.

*The Company has applied to the Securities and Exchange Commission for confidential treatment for portions of the exhibit.

3.1

Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, File No. 1-31300).

3.2

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 24, 2007, File No. 1-31300).

31.1

Rule 13a-14(a)/15d-14(a) Certification by Chief Executive Officer.⁽¹⁾

31.2

Rule 13a-14(a)/15d-14(a) Certification by Chief Financial Officer.⁽¹⁾

32.1

Section 1350 Certification by Chief Executive Officer.⁽²⁾ 

32.2

Section 1350 Certification by Chief Financial Officer.⁽²⁾

⁽¹⁾ Filed herewith.

⁽²⁾ Furnished herewith.

EXPRESSJET HOLDINGS, INC.
(Registrant)

Date:  May 6, 2008

/s/Frederick S. Cromer                                           

Frederick S. Cromer
Vice President and Chief Financial Officer
(Principal Financial Officer)

Date:  May 6, 2008

/s/Phung Ngo-Burns                                                           

Phung Ngo-Burns
Staff Vice President-Finance and Controller
(Principal Accounting Officer)

3.1

Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, File No. 1-31300).

3.2

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 24, 2007, File No. 1-31300).

31.1

Rule 13a-14(a)/15d-14(a) Certification by Chief Executive Officer.⁽¹⁾

31.2

Rule 13a-14(a)/15d-14(a) Certification by Chief Financial Officer.⁽¹⁾

32.1

Section 1350 Certification by Chief Executive Officer.⁽²⁾ 

32.2

Section 1350 Certification by Chief Financial Officer.⁽²⁾

⁽¹⁾ Filed herewith.

⁽²⁾ Furnished herewith.

3.1

Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, File No. 1-31300).

3.2

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 24, 2007, File No. 1-31300).

10.1

First Amendment to Long-Term Incentive Plan dated as of September 12, 2007. ⁽¹⁾

31.1

Rule 13a-14(a)/15d-14(a) Certification by Chief Executive Officer.⁽¹⁾

31.2

Rule 13a-14(a)/15d-14(a) Certification by Chief Financial Officer.⁽¹⁾

32.1

Section 1350 Certification by Chief Executive Officer.⁽²⁾ 

32.2

Section 1350 Certification by Chief Financial Officer.⁽²⁾

⁽¹⁾ Filed herewith.

⁽²⁾ Furnished herewith.

EXPRESSJET HOLDINGS, INC.
(Registrant)

Date:  October 26, 2007

/s/Frederick S. Cromer                                           

Frederick S. Cromer
Vice President and Chief Financial Officer
(Principal Financial Officer)

Date:  October 26, 2007

/s/Phung Ngo-Burns                                                           

Phung Ngo-Burns
Staff Vice President-Finance and Controller
(Principal Accounting Officer)

3.1

Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, File No. 1-31300).

3.2

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 24, 2007, File No. 1-31300).

10.1

First Amendment to Long-Term Incentive Plan dated as of September 12, 2007. ⁽¹⁾

31.1

Rule 13a-14(a)/15d-14(a) Certification by Chief Executive Officer.⁽¹⁾

31.2

Rule 13a-14(a)/15d-14(a) Certification by Chief Financial Officer.⁽¹⁾

32.1

Section 1350 Certification by Chief Executive Officer.⁽²⁾ 

32.2

Section 1350 Certification by Chief Financial Officer.⁽²⁾

⁽¹⁾ Filed herewith.

⁽²⁾ Furnished herewith.

3.1

Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, File No. 1-31300).

3.2

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 24, 2007, File No. 1-31300).

10.1

Fourth Amendment to Employee Benefits Separation Agreement among ExpressJet Holdings, Inc., XJT Holdings, Inc., ExpressJet Airlines, Inc. and Continental dated June 18, 2007. ⁽¹⁾

31.1

Rule 13a-14(a)/15d-14(a) Certification by Chief Executive Officer.⁽¹⁾

31.2

Rule 13a-14(a)/15d-14(a) Certification by Chief Financial Officer.⁽¹⁾

32.1

Section 1350 Certification by Chief Executive Officer.⁽²⁾ 

32.2

Section 1350 Certification by Chief Financial Officer.⁽²⁾

⁽¹⁾ Filed herewith.

⁽²⁾ Furnished herewith.

EXPRESSJET HOLDINGS, INC.
(Registrant)

Date: August 9, 2007

/s/Frederick S. Cromer                                           

Frederick S. Cromer
Vice President and Chief Financial Officer
(Principal Financial Officer)

Date:  August 9, 2007

/s/Phung Ngo-Burns                                                           

Phung Ngo-Burns
Staff Vice President Finance and Controller
(Principal Accounting Officer)

3.1

Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, File No. 1-31300).

3.2

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 24, 2007, File No. 1-31300).

10.1

Fourth Amendment to Employee Benefits Separation Agreement among ExpressJet Holdings, Inc., XJT Holdings, Inc., ExpressJet Airlines, Inc. and Continental dated June 18, 2007. ⁽¹⁾

31.1

Rule 13a-14(a)/15d-14(a) Certification by Chief Executive Officer.⁽¹⁾

31.2

Rule 13a-14(a)/15d-14(a) Certification by Chief Financial Officer.⁽¹⁾

32.1

Section 1350 Certification by Chief Executive Officer.⁽²⁾ 

32.2

Section 1350 Certification by Chief Financial Officer.⁽²⁾

⁽¹⁾ Filed herewith.

⁽²⁾ Furnished herewith.

3.1  

Amended and Restated Bylaws of ExpressJet Holdings, Inc.

10.1  

2007 Stock Incentive Plan

10.2  

Amended and Restated Management Bonus Plan

3.1

Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, File No. 1-31300).

3.2

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002, File No. 1-31300).

31.1

Rule 13a-14(a)/15d-14(a) Certification by Chief Executive Officer.⁽¹⁾

31.2

Rule 13a-14(a)/15d-14(a) Certification by Chief Financial Officer.⁽¹⁾

32.1

Section 1350 Certification by Chief Executive Officer.⁽²⁾ 

32.2

Section 1350 Certification by Chief Financial Officer.⁽²⁾

⁽¹⁾ Filed herewith.

⁽²⁾ Furnished herewith.

EXPRESSJET HOLDINGS, INC.
(Registrant)

Date: November 8, 2006

/s/Frederick S. Cromer                               

Frederick S. Cromer
Vice President and Chief Financial Officer
(Principal Financial Officer)

Date: November 8, 2006

/s/Phung Ngo-Burns                                               

Phung Ngo-Burns
Staff Vice President-Finance and Controller
(Principal Accounting Officer)

3.1

Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, File No. 1-31300).

3.2

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002, File No. 1-31300).

31.1

Rule 13a-14(a)/15d-14(a) Certification by Chief Executive Officer.⁽¹⁾

31.2

Rule 13a-14(a)/15d-14(a) Certification by Chief Financial Officer.⁽¹⁾

32.1

Section 1350 Certification by Chief Executive Officer.⁽²⁾ 

32.2

Section 1350 Certification by Chief Financial Officer.⁽²⁾

⁽¹⁾ Filed herewith.

⁽²⁾ Furnished herewith.

3.1

Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, File No. 1-31300).

3.2

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002, File No. 1-31300).

10.1

Fifth Amendment, dated April 14, 2006, to the Amended and Restated Capacity Purchase Agreement among the Company, XJT Holdings, Inc., Airlines and Continental. ^{(1) (2)}

31.1

Rule 13a-14(a)/15d-14(a) Certification by Chief Executive Officer.⁽¹⁾

31.2

Rule 13a-14(a)/15d-14(a) Certification by Chief Financial Officer.⁽¹⁾

32.1

Section 1350 Certification by Chief Executive Officer.⁽³⁾ 

32.2

Section 1350 Certification by Chief Financial Officer.⁽³⁾

⁽¹⁾ Filed herewith.

⁽²⁾ The Company has applied to the SEC for confidential treatment for portions of this exhibit.  Omitted material for which confidential treatment has been requested has been filed separately with the SEC.

⁽³⁾ Furnished herewith.

EXPRESSJET HOLDINGS, INC.
(Registrant)

Date: May 10, 2006

/s/Frederick S. Cromer                   

Frederick S. Cromer
Vice President and Chief Financial Officer
(Principal Financial Officer)

Date: May 10, 2006

/s/Phung Ngo-Burns                                   

Phung Ngo-Burns
Staff Vice President Finance and Controller
(Principal Accounting Officer)

3.1

Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, File No. 1-31300).

3.2

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002, File No. 1-31300).

10.1

Fifth Amendment, dated April 14, 2006, to the Amended and Restated Capacity Purchase Agreement among the Company, XJT Holdings, Inc., Airlines and Continental. ^{(1) (2)}

31.1

Rule 13a-14(a)/15d-14(a) Certification by Chief Executive Officer.⁽¹⁾

31.2

Rule 13a-14(a)/15d-14(a) Certification by Chief Financial Officer.⁽¹⁾

32.1

Section 1350 Certification by Chief Executive Officer.⁽³⁾ 

32.2

Section 1350 Certification by Chief Financial Officer.⁽³⁾

⁽¹⁾ Filed herewith.

⁽²⁾ The Company has applied to the SEC for confidential treatment for portions of this exhibit.   Omitted material for which confidential treatment has been requested has been filed separately with the SEC.

⁽³⁾ Furnished herewith.

3.1

Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, File No. 1-31300).

3.2

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002, File No. 1-31300).

31.1

Rule 13a-14(a)/15d-14(a) Certification by Chief Executive Officer.⁽¹⁾

31.2

Rule 13a-14(a)/15d-14(a) Certification by Chief Financial Officer.⁽¹⁾

⁽¹⁾ Filed herewith.

EXPRESSJET HOLDINGS, INC.
(Registrant)

Date: February 24, 2006            

/s/Frederick S. Cromer                   

Frederick S. Cromer
Vice President and Chief Financial Officer
(Principal Financial Officer)

Date: February 24, 2006            

/s/Phung Ngo-Burns                                   

Phung Ngo-Burns
Staff Vice President Finance and Controller
(Principal Accounting Officer)

3.1

Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, File No. 1-31300).

3.2

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002, File No. 1-31300).

31.1

Rule 13a-14(a)/15d-14(a) Certification by Chief Executive Officer.⁽¹⁾

31.2

Rule 13a-14(a)/15d-14(a) Certification by Chief Financial Officer.⁽¹⁾

⁽¹⁾ Filed herewith.

3.1

Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, File No. 1-31300).

3.2

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002, File No. 1-31300).

31.1

Rule 13a-14(a)/15d-14(a) Certification by Chief Executive Officer.⁽¹⁾

31.2

Rule 13a-14(a)/15d-14(a) Certification by Chief Financial Officer.⁽¹⁾

32.1

Section 1350 Certification by Chief Executive Officer.⁽²⁾ 

32.2

Section 1350 Certification by Chief Financial Officer.⁽²⁾

⁽¹⁾ Filed herewith.

⁽²⁾ Furnished herewith.

EXPRESSJET HOLDINGS, INC.
(Registrant)

Date: November 8, 2005

/s/Frederick S. Cromer                   

Frederick S. Cromer
Vice President and Chief Financial Officer
(Principal Financial Officer)

Date: November 8, 2005

/s/Phung Ngo-Burns                                   

Phung Ngo-Burns
Staff Vice President Finance and Controller
(Principal Accounting Officer)

3.1

Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, File No. 1-31300).

3.2

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002, File No. 1-31300).

31.1

Rule 13a-14(a)/15d-14(a) Certification by Chief Executive Officer.⁽¹⁾

31.2

Rule 13a-14(a)/15d-14(a) Certification by Chief Financial Officer.⁽¹⁾

32.1

Section 1350 Certification by Chief Executive Officer.⁽²⁾ 

32.2

Section 1350 Certification by Chief Financial Officer.⁽²⁾

⁽¹⁾ Filed herewith.

⁽²⁾ Furnished herewith.

3.1

Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, File No. 1-31300).

3.2

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002, File No. 1-31300).

10.1

Third Amendment to Employee Benefits Separation Agreement among the Company, XJT Holdings, Inc., Airlines and Continental dated June 24, 2005.⁽¹⁾

10.2

Amendment No. 32 to Purchase Agreement No. GPJ-003/96, between Empresa Brasileira de Aeronautica S. A. (“Embraer”) and Airlines and relating to the purchase of EMB 145 aircraft, dated as of May 31, 2005.⁽¹⁾⁽²⁾

31.1

Rule 13a-14(a)/15d-14(a) Certification by Chief Executive Officer.⁽¹⁾

31.2

Rule 13a-14(a)/15d-14(a) Certification by Chief Financial Officer.⁽¹⁾

32.1

Section 1350 Certification by Chief Executive Officer.⁽³⁾ 

32.2

Section 1350 Certification by Chief Financial Officer.⁽³⁾

⁽¹⁾ Filed herewith.

⁽²⁾ Holdings has applied to the SEC for confidential treatment for portions of this exhibit.

⁽³⁾ Furnished herewith.

EXPRESSJET HOLDINGS, INC.
(Registrant)

Date: July 26, 2005

/s/Frederick S. Cromer                   

Frederick S. Cromer
Vice President and Chief Financial Officer
(Principal Financial Officer)

Date: July 26, 2005

/s/Phung Ngo-Burns                                   

Phung Ngo-Burns
Staff Vice President Finance and Controller
(Principal Accounting Officer)

3.1

Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, File No. 1-31300).

3.2

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002, File No. 1-31300).

10.1

Third Amendment to Employee Benefits Separation Agreement among the Company, XJT Holdings, Inc., Airlines and Continental dated June 24, 2005.⁽¹⁾

10.2

Amendment No. 32 to Purchase Agreement No. GPJ-003/96, between Empresa Brasileira de Aeronautica S. A. (“Embraer”) and Airlines and relating to the purchase of EMB 145 aircraft, dated as of May 31, 2005.⁽¹⁾⁽²⁾

31.1

Rule 13a-14(a)/15d-14(a) Certification by Chief Executive Officer.⁽¹⁾

31.2

Rule 13a-14(a)/15d-14(a) Certification by Chief Financial Officer.⁽¹⁾

32.1

Section 1350 Certification by Chief Executive Officer.⁽³⁾ 

32.2

Section 1350 Certification by Chief Financial Officer.⁽³⁾

⁽¹⁾ Filed herewith.

⁽²⁾ Holdings has applied to the SEC for confidential treatment for portions of this exhibit.

⁽³⁾ Furnished herewith.

3.1

Restated Certificate of Incorporation.⁽¹⁾

3.2

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002).

10.1

Schedule of compensation payable to non-employee directors.⁽¹⁾

10.2

Fourth Amendment to the Capacity Purchase Agreement dated March 11, 2005 (incorporated by reference to Exhibit 10.1(d) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, (the “2004 10-K”)).

10.3

Amended and Restated Administrative Support and Information Services Provisioning Agreement dated March 11, 2005 (incorporated by reference to Exhibit 10.3 to the 2004 10-K).

31.1

Rule 13a-14(a)/15d-14(a) Certification by Chief Executive Officer.⁽¹⁾

31.2

Rule 13a-14(a)/15d-14(a) Certification by Chief Financial Officer.⁽¹⁾

32.1

Section 1350 Certification by Chief Executive Officer.⁽²⁾ 

32.2

Section 1350 Certification by Chief Financial Officer.⁽²⁾

⁽¹⁾ Filed herewith.

⁽²⁾ Furnished herewith.

EXPRESSJET HOLDINGS, INC.
(Registrant)

Date: April 25, 2005

/s/Frederick S. Cromer                   

Frederick S. Cromer
Vice President and Chief Financial Officer
(Principal Financial Officer)

Date: April 25, 2005

/s/Phung Ngo-Burns                                   

Phung Ngo-Burns
Staff Vice President Finance and Controller
(Principal Accounting Officer)

3.1

Restated Certificate of Incorporation. ⁽¹⁾

3.2

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002).

10.1

Schedule of compensation payable to non-employee directors.⁽¹⁾

10.2

Fourth Amendment to the Capacity Purchase Agreement dated March 11, 2005 (incorporated by reference to Exhibit 10.1(d) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, (the “2004 10-K”)).

10.3

Amended and Restated Administrative Support and Information Services Provisioning Agreement dated March 11, 2005 (incorporated by reference to Exhibit 10.3 to the 2004 10-K).

31.1

Rule 13a-14(a)/15d-14(a) Certification by Chief Executive Officer.⁽¹⁾

31.2

Rule 13a-14(a)/15d-14(a) Certification by Chief Financial Officer.⁽¹⁾

32.1

Section 1350 Certification by Chief Executive Officer.⁽²⁾ 

32.2

Section 1350 Certification by Chief Financial Officer.⁽²⁾

⁽¹⁾ Filed herewith.

⁽²⁾ Furnished herewith.