exv10w2






Exhibit 10.2



THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE
COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24B-2 OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO
SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED
FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION.
OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.






 









 








MASTER GROUND HANDLING AGREEMENT



BY AND AMONG



AMERICAN AIRLINES, INC.



AND



AMERICAN EAGLE AIRLINES, INC.



AND



EXECUTIVE AIRLINES, INC.













 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	1. Ground Handling Services
	 	 	11	 
	2. Service Standards
	 	 	11	 
	3. Rates
	 	 	11	 
	4. Adjustment to Base Rates
	 	 	13	 
	5. Eagle and Executive Representations and Warranties
	 	 	15	 
	6. American Representations and Warranties
	 	 	16	 
	7. Use of Subcontractors
	 	 	16	 
	8. Service Facilities
	 	 	17	 
	9. Equipment
	 	 	17	 
	10. Supplies
	 	 	18	 
	11. Term
	 	 	19	 
	12. Termination
	 	 	22	 
	13. Use of Approved Marks and Copyrights
	 	 	28	 
	14. Certain Employee Matters
	 	 	33	 
	15. Right to Bid
	 	 	34	 
	16. Indemnification
	 	 	34	 
	17. Insurance
	 	 	37	 
	18. Dispute Resolution and Meet and Confer
	 	 	39	 
	19. Equitable Remedies
	 	 	42	 
	20. Notices
	 	 	42	 
	21. Binding Effect and Assignment
	 	 	44	 
	22. Amendment and Modification
	 	 	44	 
	23. Waiver
	 	 	44	 
	24. Interpretation; Conflicts with this Agreement
	 	 	44	 
	25. Confidentiality and Public Communications
	 	 	45	 
	26. Data Security
	 	 	46	 
	27. Ownership and Use of Data
	 	 	48	 
	28. Cooperation With Respect to Reporting
	 	 	48	 
	29. Counterparts
	 	 	52	 
	30. Severability
	 	 	52	 
	31. Governing Law
	 	 	52	 
	32. Entire Agreement; Conflicts with this Agreement
	 	 	52	 
	33. Remedies Cumulative
	 	 	52	 
	34. Further Assurances
	 	 	53	 
	35. No Third Party Beneficiaries
	 	 	53	 
	36. Relationship of the Parties
	 	 	53	 
	37. Jurisdiction
	 	 	54	 
	38. Limitation on Damages
	 	 	54	 
	39. Executive
	 	 	54	 
	40. Survival of Certain Obligations
	 	 	54	 






 









 






	 	 	 

	APPENDIX 1:

	 	Stations
	 
	 	 
	SCHEDULE 1:

	 	Accounting and Auditing Procedures and Payment Terms
	 
	 	 
	SCHEDULE 2:

	 	USPS Regulations
	 
	 	 
	SCHEDULE 3:

	 	Non-Performance Charges
	 
	 	 
	SCHEDULE 4:

	 	Pass Through Costs, Absorbed Expenses and Controllable Costs
	 
	 	 
	SCHEDULE 5:

	 	Controllable On-Time Departure Performance
	 
	 	 
	EXHIBIT A:

	 	American’s Security Policies and Procedures
	 
	 	 
	 

	 	Form of Station Exhibit — STN






 









 






MASTER GROUND HANDLING AGREEMENT




     This
Master Ground Handling Agreement (this “Agreement”),
is effective as of ___, 2011 (the “Effective Date”), among American Airlines, Inc., a Delaware corporation
(together with its successors and permitted assigns, “American”), American Eagle Airlines,
Inc., a Delaware corporation (together with its successors and permitted assigns, “Eagle”),
and Executive Airlines, Inc., a Delaware corporation (together with its successors and permitted
assigns, “Executive”). All capitalized terms used herein that are not specifically defined
shall have the meanings set forth under “Definitions.”



     WHEREAS, American and Contractor desire to establish the terms by which Contractor will
provide Ground Handling Services at certain specified airports;



     WHEREAS, contemporaneously herewith, Eagle Holding has executed the Guarantee for the purpose
of guaranteeing the joint and several obligations of Eagle and Executive pursuant to this
Agreement;



     WHEREAS, prior to or contemporaneously herewith, certain Ancillary Agreements are being
executed that are critical to the purposes of this Agreement, which Ancillary Agreements shall be
deemed consideration for this Agreement; it being understood that without such Ancillary Agreements
this Agreement would not have been executed; and



     WHEREAS, all references to specific schedules, exhibits and appendices in this Agreement shall
be those certain schedules, exhibits and appendices attached hereto, which shall be deemed
incorporated herein by reference and a part of this Agreement for all purposes.



     NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein
contained, American, on the one hand, and Eagle and Executive, jointly and severally on the other
hand, agree as follows:



Definitions




     The following terms shall have the meanings set forth below for all purposes of this Agreement
and shall be equally applicable to both the singular and the plural forms of the terms defined
herein.



     “AADAMS” shall mean American Airlines Digital Asset Management System.



     “Accounting and Auditing Procedures and Payment Terms” shall mean those certain policies and
procedures set forth on Schedule 1.



     “Affiliate” shall mean any Person that directly, or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with, another Person.



     “Air Services
Agreement” shall mean that certain Air Services Agreement dated
as of August 31, 2011,
among American, Eagle and Executive, as amended from time to time in accordance with the provisions
thereof, together with all exhibits, appendices, schedules and annexes thereto.



     “Airport Operator” shall mean any Governmental Authority or any similar authority or governing
board in any domestic or foreign jurisdiction, or any private or quasi-governmental entity,
governing board or other Person with authority to lease, convey or otherwise grant or restrict
rights to use or operate any airport facilities.



1









 





     “American Agent” shall mean any representative or agent of American (and the employees of any
such representative or agent).



     “American Data” shall mean, except as otherwise provided herein, all data (i) submitted by or
on behalf of American to Contractor or a Contractor Agent; (ii) loaded or entered into an
application, network, database or system provided by or on behalf of American and provided to or
used by Contractor or a Contractor Agent; (iii) obtained, developed, produced, processed or arising
out of or relating to the Ground Handling Services; or (iv) to which Contractor or a Contractor
Agent has access to in connection with this Agreement, including: (a) all passenger name record
data (PNR) and other passenger data, including personal identifying information including name,
address, phone numbers and e-mail addresses; (b) all fares, schedules, inventory, tariff rules,
fare rules, merchandising and pricing, ticket information, American Customer and sales data and
other information relating to American products and services; (c) any data related to employees of
American or its Affiliates or of their respective contractors, agents and business partners,
including personal identifying information for such employees; (d) any data available on or via an
American website; (e) any successors, equivalents or derivatives of any of the above, whether now
known or hereafter devised, and in any medium or format (by way of example, copying or tracking of
any portion of American Data to create a separate set of information or database constitutes a
derivative and shall be deemed American Data); and (f) any modifications, compilations, reports
based on, improvements to or summaries of any of the foregoing. If it is unclear whether any data
constitutes Jointly Owned Data or Contractor Data (and therefore might be American Data), then as
between American and Contractor, or any Contractor Agent, until such matter is resolved, such data
shall be deemed American Data and shall be subject to this Agreement. Notwithstanding any of the
foregoing, American Data shall include Flight Status Data and Flight Operations Data (other than
Jointly Owned Data), but shall not include Jointly Owned Data or Contractor Data.



     “American Indemnified Parties” shall mean AMR, American, any American Agent and their
respective Affiliates and each of their respective successors or permitted assigns, and the
directors, officers and employees of each such Person.



     “American Labor Dispute” shall mean a Labor Dispute that relates to the employees or labor
force of American or any of American’s Affiliates.



     “American Regional Carriers” shall mean any air carrier that provides regional air services to
American under American’s flight designator code or using American’s livery solely in such air
carrier’s capacity as provider of such regional air services to American.



     “AMR” shall mean AMR Corporation, a Delaware corporation, or its successors or permitted
assigns.



     “Ancillary Agreements” shall mean the Air Services Agreement and each of the other Ancillary
Agreements as such term is defined in the Air Services Agreement (excluding in all events this
Agreement).



     *****





 




			
	*	 	THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES
AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24B-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO
SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED
FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED
PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.




2









 










     “Approved Marks” shall mean the Marks that Eagle is using as of the Effective Date in
connection with providing Ground Handling Services, including the addition, introduction and
termination of use of such Marks pursuant to Section 13.



     “Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday unless such day
shall be a day when the Federal Reserve Bank of Dallas, or any Governmental Authority then
performing similar functions in or around Fort Worth, Texas, is closed. A Business Day shall be
deemed to end at 5:00 p.m., Central time.



     “Change of Control” shall mean any of the following transactions:




     (i) Eagle consolidates with, or merges with or into, another Person, or
conveys, transfers, leases or otherwise disposes directly or indirectly of all or
substantially all of its assets to any Person, or any Person consolidates with, or
merges with or into, Eagle, in each case, whether pursuant to one or any series of
transactions, except where (a) Eagle is the surviving entity and (b) the ultimate
beneficial owners of Eagle’s outstanding capital stock or voting power immediately
prior to such transaction or transactions own not less than ***** of the outstanding
capital stock or voting power of Eagle immediately after such transaction or
transactions;




     (ii) Executive (but only for so long as Executive is providing Ground Handling
Services under this Agreement) consolidates with, or merges with or into, another
Person, other than Eagle, or conveys, transfers, leases or otherwise disposes
directly or indirectly of all or substantially all of its assets to any Person, or
any Person consolidates with, or merges with or into, Executive, in each case,
whether pursuant to one or any series of transactions, except where (a) Executive is
the surviving entity and (b) the ultimate beneficial owners of Executive’s
outstanding capital stock or voting power immediately prior to such transaction or
transactions own not less than ***** of the outstanding capital stock or voting
power of Executive immediately after such transaction or transactions;




     (iii) Eagle Holding or any successor entity that subsequently has beneficial
ownership of more than ***** of the capital stock or voting power of Eagle and
Executive (with respect to Executive, only if Executive is then providing Ground
Handling Services under this Agreement) (“Eagle Holding Entity”)
consolidates with, or merges with or into, another Person, or conveys, transfers,
leases or otherwise disposes of all or substantially all of its assets to any
Person, or any Person consolidates with, or merges with or into, Eagle Holding
Entity, in each case, whether pursuant to one or any series of transactions in which
any of the outstanding capital stock or voting power of Eagle Holding Entity are
converted into or exchanged for cash or securities of any Person, except where the
ultimate beneficial owners of the outstanding capital stock or voting power of Eagle
Holding Entity immediately prior to such transaction or transactions continue to
have more than ***** of the ultimate beneficial ownership of the surviving or
transferee corporation immediately after such transaction or transactions, in each
case other than any such transaction between Eagle Holding Entity, on the one hand,
and Eagle or Executive or any of their Subsidiaries, on the other hand;





 




			
	*	 	THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES
AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24B-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO
SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED
FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED
PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.




3









 











     (iv) the direct or indirect acquisition by a Major Carrier or any Person
directly or indirectly controlling a Major Carrier of beneficial ownership of *****
of the capital stock or voting power of Eagle, Executive or Eagle Holding Entity;




     (v) excluding any Transfers to a Contractor Affiliate, Eagle or Executive sells
or Transfers all or substantially all of (1) the assets used to then perform the
Ground Handling Services, or (2) the Ground Support Equipment owned or leased by
Eagle and Executive collectively, and such sale or Transfer is not related to any
sale/leaseback transaction or other capital raising activity of Eagle or Executive;




     (vi) the liquidation or dissolution of Eagle Holding Entity in connection with
a single transaction or a series of related transactions in which Eagle or Executive
(but only for so long as Executive is providing Ground Handling Services under this
Agreement) ceases operations as a ground handling operator;




     (vii) the direct or indirect acquisition by any “person” or “group” (as such
terms are used in Section 13(d) of the Securities Exchange Act of 1934, as amended
(the “1934 Act”)) not described in clause (iv) above, of beneficial
ownership of more than ***** of the voting securities of Eagle Holding Entity, other
than (a) a “person” or “group” consisting of American and its Subsidiaries,
collectively or individually, or (b) a “group” that is a Person who has a Schedule
13D on file with the Securities and Exchange Commission pursuant to the requirements
of Rule 13d-1 under the 1934 Act with respect to its holdings of Eagle Holding
Entity’s voting securities (a “13D Person”), so long as (1) such 13D Person
is principally engaged in the business of managing investment funds for unaffiliated
securities investors and, as part of such 13D Person’s duties as agent for fully
managed accounts, holds or exercises voting or dispositive power over Eagle Holding
Entity’s voting securities, (2) such 13D Person was a Person who had a Schedule 13G
on file with the Securities and Exchange Commission pursuant to the requirements of
Rule 13d-1 under the 1934 Act with respect to its holdings of Eagle Holding Entity’s
voting securities, and became a 13D Person pursuant to Rule 13d-1(f)(1), and (3)
such 13D Person acquired and continues at all times to have beneficial ownership of
Eagle Holding Entity’s voting securities pursuant to trading activities undertaken
in the ordinary course of such 13D Person’s business and not with the purpose nor
the effect, either alone or in concert with any 13D Person, of exercising the power
to direct or cause the direction of the management and policies of Eagle Holding
Entity, or of otherwise changing or influencing the control of Eagle Holding Entity,
nor in connection with or as a direct or indirect participant in any transaction
having such purpose or effect, including any transaction subject to Rule 13d-3(b) of
the 1934 Act; provided, that a “Change of Control” shall not occur pursuant to this
clause (vii) if such “person” or “group” reduces its ownership of the capital stock
or voting power of Eagle Holding Entity, as the case may be, to less than *****
within one hundred twenty (120) days of the acquisition of beneficial ownership of
more than ***** of such voting securities; or





 




			
	*	 	THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES
AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24B-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO
SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED
FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED
PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.




4









 











     (viii) the entering into or execution by Eagle Holding Entity, Eagle or
Executive of bona fide definitive agreements relating to the consummation of the
transactions contemplated by, or which would result in a transaction described in,
the immediately preceding clauses.



     “Claims” shall mean all liabilities, judgments, demands, recoveries, awards, settlements,
penalties, fines, losses and expenses of any nature or kind whatsoever, including reasonable costs
and expenses incidental thereto, under the laws, rules or regulations of any Governmental Authority
(whether arising in tort, contract, under the Warsaw Convention, as amended, or the Montreal
Convention, as amended, and related instruments and conventions or otherwise); Claims shall include
the reasonable costs and expenses of investigating, preparing or defending any such Claims
(specifically including post judgment and appellate proceedings or proceedings that are incidental
to the successful establishment of a right of indemnification), such as reasonable attorneys’ fees
and fees for expert witnesses, consultants and litigation support services.



     “Confidential Information” shall mean any information or data, either oral or written,
received by one Party from the other Party, whether pursuant to or in connection with this
Agreement, and which is (a) marked as being “Confidential” or “Proprietary”; (b) otherwise
reasonably identifiable as confidential or proprietary information; or (c) under the circumstances
should reasonably be considered as confidential or proprietary information, including (i) the terms
and conditions of this Agreement; (ii) data obtained or derived from the use of the IT Equipment;
(iii) American’s or Contractor’s information concerning public communications pursuant to
Section 25(b); and (iv) American Data; provided, that “Confidential Information” shall not
include (a) information received by a Party after the Effective Date free of any obligation of
confidence at the time of the disclosing Party’s communication to the receiving Party; (b)
information obtained from a third person or entity that is not prohibited from transmitting such
information to the receiving party as a result of a contractual, legal or fiduciary obligation to
the Party whose information is being disclosed; or (c) information that is or becomes generally
available to the public, other than as a result of disclosure by a Party in violation of this
Agreement.



     “Consent” shall mean any written authorization, agreement, approval, consent, ratification,
waiver or other authorization, and “Consented” shall mean the act of providing any such Consent.



     “Contractor” shall mean, jointly and severally, Eagle and Executive (subject in all events to
the provisions of Section 39).



     “Contractor Agent” shall mean any contractor, subcontractor, representative or agent (and the
employees of any such contractor, subcontractor, representative or agent) retained, directly or
indirectly, by Eagle or Executive and providing Ground Handling Services or any portion thereof on
behalf of Eagle or Executive.



     “Contractor Data” shall mean (i) all Contractor Employee Data, (ii) all Contractor Financial
Data, (iii) all patentable inventions invented solely by Contractor or Eagle Affiliate employees
following the Effective Date that are not based on data or materials provided directly or
indirectly by American or its Affiliates and (iv) all data originating from Contractor and not
relating to the Ground Handling Services or American.



     “Contractor Employee Data” shall mean Contractor’s records regarding its employees.



     “Contractor Financial Data” shall mean Contractor’s proprietary internal financial
information.



5









 





     “Contractor Indemnified Parties” shall mean Eagle, Eagle Holding, Executive, any Contractor
Agent and each of their respective Affiliates, and each of their respective successors or permitted
assigns, and the directors, officers and employees of each such Person.



     “Contractor Labor Dispute” shall mean a Labor Dispute that relates to the employees or labor
force of Contractor or any of Eagle’s or Executive’s Subsidiaries or Affiliates.



     “Copyrights” shall mean: (i) any rights in original works of authorship fixed in any tangible
medium of expression as set forth in the United States Copyright Act, 17 U.S.C. § 101 et. seq.,
registered or unregistered; (ii) all registrations and pending applications to register the rights
identified in clause (i) hereof anywhere in the world; (iii) all foreign counterparts and analogous
rights anywhere in the world; and (iv) all rights in and to any of the foregoing.



     *****



     *****



     “Departure” shall mean the brake release of an aircraft for which Ground Handling Services are
provided pursuant to this Agreement.



     “Distribution Date” shall have the meaning set forth in the Separation and Distribution
Agreement.



     “Diversion” shall mean the landing at a Station of any aircraft operated or owned by American,
Contractor or an American Regional Carrier that is not then scheduled or designated to land at such
Station, whether due to weather, mechanical issues, requirements of any Governmental Authority or
any other reason, but shall not include charter flights, maintenance flights or ferry flights.



     “Eagle Flight Status Data” shall mean Flight Status Data with respect to those flights flown
by Contractor under the Air Services Agreement.



     “Eagle Holding” shall mean AMR  Eagle Holding Corporation, a Delaware corporation, or its
successors or permitted assigns.



     “Flagship University” shall mean American’s central training facilities or any replacement,
substitute or similar facility providing training services for American employees in the Ordinary
Course of Business.



     “Flight Operations Data” shall mean data related to the operation of aircraft during flight
for those flights flown by American or on its behalf and to which Contractor has access in
connection with performing Ground Handling Services.



     “Flight Status Data” shall mean data relating to the status of aircraft flown by American or
on its behalf and to which Contractor has access in connection with performing Ground Handling
Services, including unplanned schedule changes, cancellations, delays and gate information.





 




			
	*	 	THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES
AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24B-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO
SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED
FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED
PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.




6









 










     “Force Majeure Event” shall mean (i) any act of God, any fire, any act of terrorism,
hostilities or war; (ii) any act of any government or Governmental Authority that generally affects
the airline industry as a whole and is not the result of any action or failure to act by any Party
affected by the Force Majeure Event; or (iii) any other act or event reasonably beyond the control
of a Party, but only, in each case, to the extent such act or event prevents such Party from
performing all or substantially all of its obligations hereunder or, with respect to Contractor,
prevents Contractor from performing all or substantially all of the Ground Handling Services
hereunder; it being understood that notwithstanding the foregoing, Force Majeure Event shall not be
deemed to occur as a result of any American Labor Dispute or any Contractor Labor Dispute.



     “Governmental Authority” shall mean any federal, state, municipal, local, territorial, or
foreign government or any governmental department, commission, board, bureau, agency, registry,
regulatory authority or body or instrumentality or any court or other judicial body.



     “Ground Handling Services” shall mean the ground handling services to be provided by
Contractor for aircraft flown by American or on its behalf as specified in the Station Exhibits
with respect to the specific Stations.



     “Ground Support Equipment” shall mean all equipment and any related parts for such equipment,
in each case only to the extent moveable or mobile (but specifically excluding jet bridges and
parts for jet bridges), that is owned, licensed or leased by Eagle or Executive, or in which either
of them has or may have an interest, but only to the extent used, held or maintained for the
performance of the Ground Handling Services.



     “Guarantee” shall mean that certain Guarantee Agreement of even date herewith, between
American and Eagle Holding, as amended from time to time in accordance with the provisions thereof,
together with all exhibits, appendices, schedules and annexes thereto.



     “IT Equipment” shall mean the hardware, software, voice and data equipment and other
information technology systems necessary to provide the Ground Handling Services and located at
each Station, as described in the applicable Station Exhibit.




     “Joint Ownership” shall mean, with respect to any invention hereunder, that each of Contractor
or American shall have the following joint ownership rights and obligations: (a) the right to use
such invention in their own (and their Affiliates’) businesses, including the right to provide
services to others and have others provide services to them, without any duty to account to the
other joint owner for such internal business use; (b) the obligation to treat such invention as a
trade secret unless and until both American and Contractor agree to file a patent application, such
patent application to be jointly prosecuted by the joint owners; (c) the right to be a party to any
legal action or demand to enforce any patent or trade secret rights in the invention; (d) the right
to share equally in any damages or settlements from any such enforcement, whether by litigation or
otherwise; and (e) the right to assign right, title and interest to the such joint owner’s
permitted successors and assigns under this Agreement, but the obligation to seek the prior written
consent of the other joint owner before any other sale, license, or transfer of the right, title or
interest in such invention, patent, or trade secret.




     “Jointly Owned Data” shall mean Flight Operations Data with respect to those flights flown by
Contractor under the Air Services Agreement.



     “Labor Dispute” shall mean any labor strike, work slowdown, work stoppage or similar labor
dispute or action.



     “Large Station” shall mean each of *****.



     “Major Carrier” shall mean a U.S. or foreign air carrier or its Affiliates (other than
American or its Affiliates), the consolidated annual revenues of which are in excess of ***** as
reflected on its audited financial statements for its most recently completed fiscal year.



     “Marks” shall mean any trademark, trade name, trade dress, service mark, logo, domain name, or
other indicia of ownership owned or used by American, AMR or any of their respective Affiliates and
includes Approved Marks.





 




			
	*	 	THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES
AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24B-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO
SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED
FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED
PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.




7









 










     “Master Facilities Agreement” shall mean that certain Master Facilities Agreement of even date
herewith, among American, Eagle and Executive, as amended from time to time in accordance with the
provisions thereof, together with all exhibits, appendices, schedules and annexes thereto.



     “Non-Material Breach” shall mean the refusal, neglect or failure by Contractor to perform,
observe, or keep any non-monetary covenants, agreements, terms or conditions of this Agreement as
it relates to a specific Station, or any applicable Station Exhibit, that may not individually be
deemed a material breach.



     “Non-Selected Station” shall mean all Stations other than Selected Stations.



     “Notice” shall mean a written notice, direction or instruction given in accordance with
Section 20.



     “Ordinary Course of Business” shall mean any action taken by a Person (i) that is consistent
in nature, scope and magnitude with past practices of such Person and is taken in the ordinary
course of the normal, day-to-day operations of such Person; (ii) does not require authorization by
the board of directors or shareholders of such Person (or any other Person or group of Persons
exercising similar authority) and does not require any other special authorization of any nature;
and (iii) is similar in nature, scope and magnitude to actions customarily taken, without any
special authorization, in the ordinary course of the normal, day-to-day operations of other Persons
that are in the same line of business as such Person.



     “Other Airline” shall mean any airline other than American, any Affiliate of American or any
American Regional Carrier.



     “Party” shall mean any of American, on the one hand, or Eagle, Executive or Contractor, on the
other hand, and “Parties” shall mean American and Contractor, collectively.



     “Person” shall mean an individual, partnership, limited liability company, corporation, joint
stock company, trust, estate, joint venture, association or unincorporated organization, or any
other form of business or professional entity.



     “Representative” shall mean the individual agent or representative designated by each Party to
be its formal liaison with or representative to the other Party for matters relating to this
Agreement, having the (non-exclusive) authority and responsibility as described in this Agreement.



     “Schedule Data” shall mean data regarding the final monthly schedules for flights provided by
Contractor pursuant to the Air Services Agreement.



     “Selected Station” shall mean any Station with more than 25 daily departures as of the first
day of any referenced time period as set forth in Schedule 5.



     “Separation and Distribution Agreement” shall mean that certain Separation and Distribution
Agreement of even date herewith, between AMR and Eagle Holding, as amended from time to time in
accordance with the provisions thereof, together with all exhibits, appendices, schedules and
annexes thereto.



     “Service Facilities” shall mean the American Facilities and Contractor Facilities as defined
in the Master Facilities Agreement.



     “Small Station” shall mean each of the Stations other than Large Stations.



8









 





     “Small Station Departures” shall mean the aggregate scheduled aircraft departures at all Small
Stations, calculated as of the dates set forth in Section 11(b).



     “Station” shall mean each airport or other similar location, as set forth on Appendix 1.



     “Station Exhibits” shall mean those certain exhibits which have been delivered
contemporaneously herewith setting forth certain specific information regarding the specific
Stations, including the Base Rates and Ground Handling Services for each such Station, which shall
for all purposes be incorporated herein by reference and form a part hereof.



     “Station Force Majeure Event” shall mean, with respect to a particular Station, (i) any act of
God or any fire; (ii) any act of any government, Governmental Authority or Airport Operator that is
not the result of any action or failure to act by a Party affected by the Station Force Majeure
Event; or (iii) any other act or event reasonably beyond the control of a Party, but only, in each
case, to the extent such act or event results in a suspension of all or substantially all of
American’s flight operations at such Station or prevents Contractor from performing all or
substantially all of the Ground Handling Services at such Station; it being understood that
notwithstanding the foregoing, a Station Force Majeure Event shall not be deemed to cause or result
from an American Labor Dispute or Contractor Labor Dispute.



     “Subsidiary” shall mean, as to any Person, (i) any corporation more than 50% of whose stock of
any class or classes having ordinary voting power to elect a majority of the directors of such
corporation (irrespective of whether or not at the time, any class or classes of such corporation
shall have or might have voting power by reason of the occurrence of any contingency) is at the
time owned by such Person directly or indirectly through Subsidiaries and (ii) any other Person in
which such Person directly, or indirectly through other Subsidiaries or Affiliates, beneficially
owns more than 50% of the equity interest of that Person at the time.



     “Transfer” shall mean any lease, sublease, assignment, disposition, sale or other transfer to
a Person.



     “Transition Services Agreement” shall mean that certain Transition Services Agreement of even
date herewith, among American, Eagle and Executive, as amended from time to time in accordance with
the provisions thereof, together with all exhibits, appendices, schedules and annexes thereto.



     “Turn” shall mean the arrival of an aircraft and the subsequent departure of the same aircraft
at a Station.



     “USPS Regulations” shall mean those certain regulations promulgated by the United States
Postal Service as set forth on Schedule 2 and as may be amended by the United States Postal
Services from time to time.



     “WARN Act” shall mean the Worker Adjustment and Retraining Notification Act, as then in
effect.



     Additionally, the following terms shall have the meaning set forth in the corresponding
sections of or schedules to this Agreement:



	 	 	 
	Term	 	Defined in Section
	“13D Person”

	 	Definition of “Change of Control”
	“1934 Act”

	 	Definition of “Change of Control”
	“Absorbed Expenses”

	 	Schedule 4






9









 






	 	 	 
	Term	 	Defined in Section
	“Base Rates”

	 	Section 3(a)
	“Communication”

	 	Section 20(c)
	“Contractor”

	 	Introductory Paragraph
	“Contractor Bid”

	 	Section 15
	“Controllable Costs”

	 	Schedule 4
	“Controllable On-Time Departure Rate”

	 	Schedule 5
	“Dispute”

	 	Section 18(a)
	“Eagle Holding Entity”

	 	Definition of “Change of Control”
	“Early Withdrawal”

	 	Section 11(a)
	“Effective Date”

	 	Introductory Paragraph
	“Indemnified Party”

	 	Section 16(c)
	“Indemnifying Party”

	 	Section 16(c)
	“Insolvency Event”

	 	Section 12(b)(i)
	“Material Breach”

	 	Section 12(b)(ii)
	“Mishandled Bag”

	 	Schedule 3
	“Non-Material Breach”

	 	Section 12(e)(ii)
	“Pass Through Costs”

	 	Schedule 4
	“Percentage of Borrowed Departures”

	 	Section 11(d)
	“Percentage of Carry-Over Departures”

	 	Section 11(c)
	“Permitted Uses”

	 	Section 27(a)(ii)
	“Restoration Plan”

	 	Section 12(g)(ii)
	“Restoration Costs”

	 	Section 12(g)(ii)
	“Security Best Practices”

	 	Section 26(a)
	“Specifications”

	 	Section 2(a)
	“Supplies”

	 	Section 10
	“Term”

	 	Section 11(a)
	“Withdrawal Period”

	 	Section 11(b)






10









 






Terms and Conditions




     1. Ground Handling Services. American agrees to purchase, and Eagle and Executive
jointly and severally agree to provide, the Ground Handling Services at the Stations in accordance
with and subject to the terms and conditions set forth in this Agreement and the applicable Station
Exhibit.



     2. Service Standards. Subject to the terms and conditions of this Agreement, Eagle
and Executive jointly and severally covenant and agree to:




	 	(a)	 	Perform the Ground Handling Services in a manner consistent
with all specifications set forth in American’s manuals, guides, training and
documents, including, without limitation, documents stored in electronic medium
such as Sabre Focus or star record (F*NDX) which, in whole or in part, relate
to the Ground Handling Services (collectively, the “Specifications”).
	 
	 	(b)	 	Comply with all federal, state and local laws, rules and
regulations of Governmental Authorities and Airport Operators applicable to the
performance of the Ground Handling Services.
	 
	 	(c)	 	Comply with the USPS Regulations then and to the extent
applicable to Contractor and the Ground Handling Services.
	 
	 	(d)	 	Obtain and maintain, at their sole cost and expense except as
otherwise specified in Section 3(e), all valid licenses and operating
permits required by federal, state or local laws for the Ground Handling
Services at any Station; it being understood that Contractor shall provide
proof of such licenses or permits to American at any time or from time to time
upon the request from the American regional manager for the applicable Station.
	 
	 	(e)	 	Maintain such Internet, electronic mail and other similar
capabilities as are necessary or advisable in order to access American’s
manuals, communicate with American and otherwise transact business with
American electronically with respect to the Ground Handling Services.





     3. Rates.




	 	(a)	 	Subject to the terms and conditions of this Agreement,
Contractor shall charge American the applicable Base Rate per Turn per aircraft
type for the performance of Ground Handling Services at each Station as
specified in the applicable Station Exhibit (the “Base Rates”).
	 
	 	(b)	 	Except as otherwise specified in any Station Exhibit, American
and Contractor hereby covenant and agree that:






	 	(i)	 	No additional charges shall be paid by American
for any Ground Handling Services provided in the case of a return to
the ramp by an aircraft, whether or not requiring a physical change of
load.
	 
	 	(ii)	 	No additional charges shall be paid by American
for any additional costs incurred by Contractor in connection with any
delay, cancellation or Diversion of any flight.




11









 












	 	(iii)	 	No extra labor charges shall be paid by
American for any Ground Handling Services provided at night, on legal
holidays, or for handling any mail or cargo.
	 
	 	(iv)	 	No Base Rates shall be paid by American for any
cancelled flight; provided, that American has given Notice of
cancellation to Contractor at least ***** prior to the scheduled
arrival time; it being understood that American shall pay the full
amount of the applicable Base Rate for a cancelled flight if American
provides Notice to Contractor less than ***** prior to the scheduled
arrival time.
	 
	 	(v)	 	To the extent not otherwise reimbursed to
Contractor under the terms of the Air Services Agreement or otherwise,
American shall reimburse Contractor for any and all of Contractor’s out
of pocket costs and expenses incurred in rendering emergency assistance
to American or its passengers or employees, or any aircraft owned or
operated by American.
	 
	 	(vi)	 	No charges shall be paid by American and no
costs and expenses shall be reimbursed to Contractor with respect to
Ground Handling Services provided for any aircraft that is commencing
or ending a flight for the purpose of (x) maintenance as required to
facilitate the proper maintenance of such aircraft or (y) ferrying
aircraft in order to accommodate scheduled flights of such aircraft.






	 	(c)	 	Contractor shall be subject to certain penalties for
non-performance of the Ground Handling Services at any Station, as set forth in
Schedule 3. Payment by Contractor of any penalties for non-performance
hereunder shall not in any way excuse performance by Contractor and shall not
limit any other rights or remedies of American set forth in this Agreement or
the applicable Station Exhibit.
	 
	 	(d)	 	Contractor shall, upon request from the American regional
manager for the applicable Station, provide at any Station additional services
not specified in this Agreement or any applicable Station Exhibit but generally
within the scope of Contractor’s business operations at such Station. American
shall compensate Contractor for providing such additional services at the
specified straight time labor rates set forth in Section 4 of the
applicable Station Exhibit; provided, that if such additional services cannot
be covered by the personnel of Contractor that are then on duty at such Station
without the incurrence of any additional labor charges, then American shall be
charged the specified overtime labor rates set forth in Section 4 of
the applicable Station Exhibit. Contractor shall use commercially reasonable
efforts to provide prompt Notice to the American regional manager for the
applicable Station of any additional labor costs incurred or to be incurred by
Contractor at a Station and chargeable to American.







 




			
	*	 	THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES
AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24B-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO
SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED
FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED
PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.




12









 











	 	(e)	 	To the extent any fees or taxes, including airport fees or
sales or use taxes or other similar charges, are lawfully imposed on American
or Contractor by an Airport Operator, or imposed on American by a Governmental
Authority, in each case with respect to the Ground Handling Services, American
shall be liable for and directly pay such fees and taxes, or if Contractor pays
such fees or taxes on American’s behalf, American shall promptly reimburse
Contractor. Contractor shall be liable for and pay any other fees or taxes or
other similar charges imposed on Contractor by a Governmental Authority or
Airport Operator, whether federal, state or otherwise, including any income
taxes and any sales, use or value added taxes, arising out of the purchase or
sale of any equipment used by Contractor to provide the Ground Handling
Services or otherwise imposed on Contractor for any services or operations not
contemplated by this Agreement, without payment, reimbursement or contribution
from American.
	 
	 	(f)	 	All amounts owing or to be paid or reimbursed in accordance
with this Section 3 shall be paid, invoiced and charged in accordance
with Section 5 of the applicable Station Exhibit, subject to the
Accounting and Auditing Procedures and Payment Terms.
	 
	 	(g)	 	Except as otherwise specifically provided herein, American and
Contractor shall be responsible for and shall pay their appropriate costs and
expenses as more particularly specified on Schedule 4. Contractor
agrees that, in connection with providing Ground Handling Services to American
under this Agreement, it shall use commercially reasonable efforts to minimize
costs and expenses incurred by it (including by complying with commercially
reasonable suggestions made by American for mitigating costs and expenses), if
such costs and expenses are Pass Through Costs or Absorbed Costs as set forth
on Schedule 4.





     4. Adjustment to Base Rates.




	 	(a)	 	*****
	 
	 	(b)	 	In accordance with the procedures set forth in (e) below,
Contractor shall, at its sole and exclusive option, have the right and option
to request an increase to the Base Rates at any specific Station by providing
***** days prior Notice to American upon the occurrence of any of the
following:






	 	(i)	 	If there is enacted any law, regulation, ruling
or any other such mandate of any Airport Operator or Governmental
Authority having jurisdiction over the Ground Handling Services at such
Station that materially alters the hours of service, rates of pay or
working conditions at such Station; provided, *****.
	 
	 	(ii)	 	If any of the following events occurs and such
event results in a material increase to the aggregate cost per Turn to
Contractor at a Station for any aircraft flown by or on behalf of
American for which Contractor provides







 




			
	*	 	THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES
AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24B-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO
SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED
FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED
PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.




13









 











	 	 	 	the Ground Handling Services at such Station: (1) American changes
its Specifications at such Station in a manner that materially alters
the procedures, working conditions or operations of Contractor’s
performance of the Ground Handling Services at such Station; (2)
American changes the number, frequency, or timing of scheduled
flights at such Station; (3) American changes the types or kinds of
aircraft to be handled or Ground Handling Services to be provided by
Contractor at such Station; or (4) American replaces, substitutes or
reduces any area or space included with the Service Facilities then
used by Contractor at such Station to perform the Ground Handling
Services.






	 	(c)	 	In accordance with the procedures set forth in (e) below,
American shall, at its sole and exclusive option, have the right and option to
request a reduction to the Base Rates at any Station by providing thirty (30)
days prior Notice to Contractor upon the occurrence of any of the following:






	 	(i)	 	If there is enacted any law, regulation, ruling
or any other such mandate of any Airport Operator or Governmental
Authority having jurisdiction over the Ground Handling Services at such
Station that materially alters the hours of service, rates of pay or
working conditions at such Station.
	 
	 	(ii)	 	If any of the following events occurs and such
event results in a material reduction to the aggregate cost per Turn to
Contractor at a Station for any aircraft flown by or on behalf of
American for which Contractor provides the Ground Handling Services at
such Station: (1) American changes its Specifications at such Station
in a manner that materially alters the procedures, working conditions
or operations of Contractor’s performance of the Ground Handling
Services at such Station; (2) American changes the number, frequency,
or timing of scheduled flights at such Station; (3) American changes
the types or kinds of aircraft to be handled or Ground Handling
Services to be provided by Contractor at such Station; or (4) American
replaces, substitutes or reduces any area or space included with the
Service Facilities then used by Contractor at such Station to perform
the Ground Handling Services.






	 	(d)	 	*****
	 
	 	(e)	 	If a Notice is provided in accordance with (b), (c) or (d)
above, American and Contractor shall determine any increase or reduction to the
Base Rates in accordance with Section 18(b). Any final increase or
reduction to Base Rates determined in accordance with the foregoing shall be
final, determinative and not subject to the provisions of Section 18(d)
and shall *****.
	 
	 	(f)	 	All amounts owing or to be paid or reimbursed in accordance
with this Section 4 shall be paid, invoiced and charged in accordance
with Section 5 of the







 




			
	*	 	THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES
AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24B-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO
SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED
FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED
PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.




14









 











	 	 	 	applicable Station Exhibit, subject to the Accounting and Auditing
Procedures and Payment Terms.






	 	(g)	 	Notwithstanding anything herein to the contrary, American
hereby covenants and agrees to provide Contractor with commercially reasonable
Notice prior to replacing, substituting, reducing or otherwise effecting any
material change to: (i) the Ground Handling Services to be provided by
Contractor at a Station; (ii) any Service Facilities at a Station; (iii) the
Specifications; (iv) the number or frequency of scheduled flights at a Station;
or (v) the types or kinds of aircraft to be handled at a Station.





     5. Eagle and Executive Representations and Warranties. Eagle and Executive jointly
and severally represent and warrant to American as of the date hereof as follows:




	 	(a)	 	Each of Eagle and Executive is a duly organized and validly
existing corporation in good standing under the laws of the State of Delaware
and has the corporate power and authority to own, operate and use its assets
and provide the Ground Handling Services.
	 
	 	(b)	 	Each of Eagle and Executive has the corporate power and
authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby in accordance with the terms hereof. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of each of Eagle and Executive. This Agreement
has been duly and validly executed and delivered by each of Eagle and Executive
and is, assuming due execution and delivery thereof by American and that
American has legal power and right to enter into this Agreement, a valid and
binding obligation of each of Eagle and Executive, enforceable against each of
Eagle and Executive in accordance with its terms, except as enforcement hereof
may be limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws, rules or regulations of a
Governmental Authority relating to or affecting the enforcement of creditors’
rights generally and legal principles of general applicability governing the
availability of equitable remedies (whether considered in a proceeding in
equity or at law or otherwise under the applicable laws, rules or regulations
of a Governmental Authority).
	 
	 	(c)	 	Neither the execution or delivery of this Agreement nor the
performance by either of Eagle and Executive of the transactions contemplated
hereby will (i) violate, conflict with, or constitute a default under any of
the terms of Eagle’s or Executive’s certificate of incorporation, by-laws or
any provision of, or result in the acceleration of any obligation under, any
material contract, sales commitment, license, purchase order, security
agreement, mortgage, note, deed, lien, lease or other agreement to which Eagle
or Executive is a party; (ii) result in the creation or imposition of liens in
favor of any third person or entity; (iii) violate any law, statute, judgment,
decree, order, rule or regulation of any Governmental Authority or (iv)
constitute any event which, after Notice or lapse of time or both, would result
in such violation, conflict, default, acceleration or creation or imposition of
liens.




15









 












	 	(d)	 	Each of Eagle and Executive possesses all approvals,
certificates, licenses, permits or other authorizations of any Airport Operator
or Governmental Authority that are necessary or appropriate to execute and
deliver this Agreement and to provide the Ground Handling Services and the
Station Exhibits and otherwise perform its obligations hereunder.





     6. American Representations and Warranties. American represents and warrants to each
of Eagle and Executive as of the date hereof as follows:




	 	(a)	 	American is a duly incorporated and validly existing
corporation in good standing under the laws of the State of Delaware.
	 
	 	(b)	 	American has the corporate power and authority to execute and
deliver this Agreement and to consummate the transactions contemplated hereby
in accordance with the terms hereof. The execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby have
been duly authorized by all necessary corporate action on the part of American.
This Agreement has been duly and validly executed and delivered by American and
is, assuming due execution and delivery thereof by each of Eagle and Executive
and that each of Eagle and Executive has legal power and right to enter into
this Agreement, a valid and binding obligation of American, enforceable against
American in accordance with its terms, except as enforcement hereof may be
limited by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws, rules or regulations of a Governmental
Authority relating to or affecting the enforcement of creditors’ rights
generally and legal principles of general applicability governing the
availability of equitable remedies (whether considered in a proceeding in
equity or at law or otherwise under the applicable laws, rules or regulations
of a Governmental Authority).
	 
	 	(c)	 	Neither the execution or delivery of this Agreement nor the
performance by American of the transactions contemplated hereby will (i)
violate, conflict with, or constitute a default under any of the terms of
American’s certificate of incorporation, by-laws or any provision of, or result
in the acceleration of any obligation under, any material contract, sales
commitment, license, purchase order, security agreement, mortgage, note, deed,
lien, lease or other agreement to which American is a party; (ii) result in the
creation or imposition of any liens in favor of any third person or entity;
(iii) violate any law, statute, judgment, decree, order, rule or regulation of
any Governmental Authority or (iv) constitute any event which, after Notice or
lapse of time or both, would result in such violation, conflict, default,
acceleration or creation or imposition of liens.
	 
	 	(d)	 	American possesses all approvals, certificates, licenses,
permits or other authorizations of any Airport Operator or Governmental
Authority that are necessary to execute and deliver this Agreement and perform
its obligations hereunder.





     7. Use of Subcontractors.




	 	(a)	 	Contractor may subcontract any Ground Handling Services or any
ancillary or related services to any Person; provided, that Contractor shall,
prior to






16












 






	 	 	 	subcontracting any Ground Handling Services to any Person other than a
regular, salaried or hourly employee of Contractor, promptly provide Notice
to American if the Ground Handling Services to be provided by any such
subcontractor have an estimated cost as reasonably determined by Contractor
in excess of ***** on an annual basis. American shall have the right to
object to any such Person within ten (10) days of receipt of Notice from
Contractor; *****.






	 	(b)	 	If American requests by delivery of Notice to Contractor,
Contractor shall use commercially reasonable efforts to subcontract up to ten
percent (10%), or such greater percentage as may be required under governmental
contracts (and as American may notify Contractor), of that portion of the
Ground Handling Services that are then being subcontracted by Contractor, to
one or more small business concerns owned or controlled by one or more
minorities or women and qualifying as a Disadvantaged Business Enterprise (as
defined in § 49 C.F.R. 26).





     8. Service Facilities.




	 	(a)	 	American shall use commercially reasonable efforts to provide
or cause to be provided to Contractor the Service Facilities that are
reasonably necessary for the provision of Ground Handling Services pursuant to
the terms and conditions of the Master Facilities Agreement. On the Effective
Date, pursuant to the terms of the Master Facilities Agreement, by execution
thereof Contractor shall be deemed to acknowledge that the Service Facilities
are sufficient and adequate for Contractor to provide the Ground Handling
Services as of such date (subject to any exceptions that may be agreed to by
the Parties).






	 	(b)	 	Eagle and Executive shall jointly use the Services Facilities
for providing Ground Handling Services hereunder, except as otherwise set forth
in the Master Facilities Agreement and Air Services Agreement.






	 	(c)	 	Eagle and Executive shall cooperate with American in connection
with the use of the Service Facilities to provide Ground Handling Services.





     9. Equipment.




	 	(a)	 	Any and all equipment, other than IT Equipment, necessary to
provide the Ground Handling Services shall be furnished by Contractor, and
Contractor shall be responsible for all repairs, replacements and maintenance
on such equipment at its sole cost and expense.






	 	(b)	 	Contractor shall maintain and furnish end user radios for
ground-to-ground communications as necessary to conduct the Ground Handling
Services and shall be solely responsible for any maintenance of and any fees or
other charges that may be due or owing on such end user radios or such
ground-to-ground communications in connection with the Ground Handling
Services. American shall maintain and furnish to Contractor the frequencies on
such end user radios







 




			
	*	 	THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES
AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24B-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO
SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED
FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED
PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.




17









 











	 	 	 	for ground-to-ground communications. Contractor shall use the frequencies
provided by American solely for the provision of the Ground Handling
Services, and shall not use such frequencies to serve any Other Airlines or
for any other purpose, without prior Consent from the American regional
manager for the applicable Station; it being understood that such American
regional manager and Contractor shall agree upon any compensation to be paid
to American for such other uses.






	 	(c)	 	American shall make available or provide to Contractor the IT
Equipment at each Station from time to time, but only to the extent required or
necessary for the provision by Contractor of the Ground Handling Services at
each such Station. The IT Equipment shall at all times be owned, repaired and
maintained by American in the Ordinary Course of Business or in such manner as
reasonably directed by American to Contractor. American shall reimburse
Contractor for any such costs incurred by Contractor in connection with the
repair, maintenance, operation or connectivity of the IT Equipment. Upon
termination or expiration of the Ground Handling Services at any Station,
Contractor shall promptly return any IT Equipment at such Station to American
free and clear of any liens, claims and encumbrances of any kind or nature
whatsoever and in good operating condition, reasonable wear and tear excepted.






	 	(d)	 	Contractor shall use the IT Equipment exclusively for the
provision of the Ground Handling Services, and shall not use any IT Equipment
to serve any Other Airline or for any other purpose, without prior Consent from
the American regional manager for the applicable Station; it being understood
that such American regional manager and Contractor shall agree upon any
compensation to be paid to American for such other uses.





     10. Supplies. Unless otherwise set forth on the applicable Station Exhibit, American
shall provide all supplies (the “Supplies”) at the Stations as necessary or required to
provide the Ground Handling Services in accordance with the Specifications, but Contractor shall
assist American or the American Agents in obtaining such Supplies at a reasonable cost given
quality requirements and any time constraints. In connection with any Supplies that American
provides or makes available to Contractor, Eagle and Executive jointly and severally covenant and
agree that they shall:




	 	(a)	 	Use such Supplies solely for providing the Ground Handling
Services to American or an American Regional Carrier; it being understood that
Contractor may use such Supplies for any other purpose only with prior Consent
from the American regional manager for the applicable Station and shall reach
an agreement with such American regional manager upon any compensation to be
paid to American for such other uses.






	 	(b)	 	Provide or arrange for reasonable security and weather
protection for such Supplies while in Contractor’s custody.






	 	(c)	 	Segregate such Supplies in areas separate and apart from all
other supplies and maintain records and other procedures necessary to clearly
identify such Supplies as being owned by American.




18









 












	 	(d)	 	Store such Supplies at the Station for which such Supplies are
to be used and not create, assume or permit to exist any lien, pledge, charge,
security interest or other encumbrance in or to such Supplies.






	 	(e)	 	Comply with American’s inventory control and reporting
procedures with respect to such Supplies, as specified by the American regional
manager for the applicable Station, and take routine inventory of such Supplies
as often as specified by such American regional manager.






	 	(f)	 	Promptly provide American with a copy of any inventory report
conducted in accordance with (e) above and notify American in a timely manner
of any low inventories and any additional Supplies necessary to provide the
Ground Handling Services hereunder.






	 	(g)	 	Provide American and any American Agents access to the place
where such Supplies are stored at any Station during regular business hours, in
order that American and any American Agents may, at their own cost (subject to
Section III of Schedule 1) from time to time, conduct an
inventory, audit or inspection of any Supplies in the custody of Contractor in
accordance with the auditing procedures specified in the Accounting and
Auditing Procedures and Payment Terms. If any inventory, audit or inspection
of such Supplies (whether conducted by or on behalf of American or Contractor)
reveals that any waste, loss, theft, damage or spoilage of Supplies outside the
Ordinary Course of Business has occurred, Contractor shall, upon American’s
request, immediately reimburse American for the replacement cost of such
Supplies including, without limitation, freight charges outside the Ordinary
Course of Business.





     11. Term.




	 	(a)	 	The Ground Handling Services to be provided by Eagle or
Executive pursuant to this Agreement and any applicable Station Exhibit at any
Station shall commence on and shall be effective as of the Effective Date and
shall continue in full force and effect until the eighth (8th) anniversary of
the Effective Date (the “Term”), unless the provision of Ground
Handling Services at a Station is withdrawn from the terms of this Agreement by
American or Eagle in accordance with this Section 11 (an “Early
Withdrawal”) or is otherwise terminated in accordance with Section
12.






	 	(b)	 	Subject to the terms and conditions of this Agreement, in
addition to and without limiting any other provisions of this Section
11 or the provisions of Section 12, American shall be entitled, in
accordance with the terms and provisions hereof, to withdraw from the terms of
this Agreement, Ground Handling Services provided at certain Stations prior to
the end of the Term (resulting in an immediate cessation of all Ground Handling
Services at such Station and any required payment for any such services, unless
otherwise directed by American in accordance with subsection (h) below),
following the dates specified in the table below and for the designated period
thereafter as specified in the table below (each, a “Withdrawal
Period”) and solely with respect to the number and type of Stations as are
set forth in the table below; it being understood that to the extent that
American does not withdraw Ground Handling Services at a Large Station as
permitted hereunder during any specified Withdrawal Period, the number of




19









 












	 	 	 	Large Stations that may be subject to Early Withdrawal in any subsequent
Withdrawal Period shall be increased by the number of Large Stations where
no Early Withdrawal has occurred as permitted within any prior Withdrawal
Periods.





	 	 	 	 	 
	 	 	Number of Large	 	 
	 	 	Stations Subject to	 	 
	 	 	Withdrawal By	 	Number of Small Stations
	Withdrawal Period	 	American	 	Subject to Withdrawal by American
	Commencing December
1, 2014, and ending
prior
to December 1, 2015

	 	*****
	 	Up to but not exceeding that
number of Small Stations that
represent on an aggregate basis no
more than ***** of the Small
Station Departures calculated as
of the first day of the Withdrawal
Period, as such percentage may be
subject to increase or decrease,
at American’s sole option, by the
then applicable Percentage of
Borrowed Departures.
	 
	 	 	 	 
	Commencing December
1, 2015, and ending
prior
to December 1, 2016

	 	*****
	 	Up to but not exceeding that
number of Small Stations that
represent on an aggregate basis no
more than ***** of the Small
Station Departures calculated as
of the first day of the Withdrawal
Period, as such percentage may be
subject to increase or decrease,
at American’s sole option, by the
then applicable Percentage of
Carry-Over Departures and the then
applicable Percentage of Borrowed
Departures.
	 
	 	 	 	 
	Commencing December
1, 2016, and ending
prior
to December 1, 2017

	 	*****
	 	Up to but not exceeding that
number of Small Stations that
represent on an aggregate basis no
more than ***** of the Small
Station Departures calculated as
of the first day of the Withdrawal
Period, as such percentage may be
subject to increase or decrease,
at American’s sole option, by the
then applicable Percentage of
Carry-Over Departures and the then
applicable Percentage of Borrowed
Departures.
	 
	 	 	 	 
	Commencing December
1, 2017, and ending
prior
to December 1, 2018

	 	*****
	 	Up to but not exceeding that
number of Small Stations that
represent on an aggregate basis no
more than ***** of the Small
Station Departures calculated as
of the first day of the Withdrawal
Period, as such percentage may be
subject to increase or decrease,
at American’s sole option, by the
then applicable Percentage of
Carry-Over Departures and the then
applicable Percentage of Borrowed
Departures.
	 
	 	 	 	 
	Commencing December
1, 2018, and ending
prior
to December 1, 2019

	 	*****
	 	*****.








 




			
	*	 	THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES
AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24B-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO
SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED
FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED
PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.




20









 











	 	(c)	 	As used herein, “Percentage of Carry-Over Departures” shall
mean any specified percentage of Small Station Departures not used by American,
but which could have been used by American with respect to an Early Withdrawal
of Small Stations in any prior Withdrawal Period, other than any Percentage of
Borrowed Departures.
	 
	 	(d)	 	As used herein, “Percentage of Borrowed Departures” shall mean,
with respect to any Withdrawal Period, ***** less any Percentage of Borrowed
Departures used by American in any prior Withdrawal Period; it being understood
that ***** of the Small Station Departures may be borrowed for each Withdrawal
Period, but must then be subtracted from the Small Station Departures subject
to withdrawal in the next succeeding Withdrawal Period. By way of example and
to provide additional clarity to the foregoing, *****.
	 
	 	(e)	 	*****.
	 
	 	(f)	 	At any time following the third (3rd) anniversary of
the Effective Date, Eagle shall have the right to terminate Ground Handling
Services at any Stations prior to the end of the Term (resulting in immediate
cessation of all Ground Handling Services at such Station, unless otherwise
directed by American in accordance with subsection (h) below) if Eagle
demonstrates to American’s reasonable satisfaction that Contractor’s operations
at such Station have not generated *****.
	 
	 	(g)	 	Any Early Withdrawal by American or Eagle of a Small Station or
Large Station in accordance with the foregoing shall be by Notice to the other
Party specifying the specific Station and the termination date for such
Station, which shall be given at least thirty (30) days prior to the
termination date specified in the Notice with respect to a Small Station and
one hundred eighty (180) days prior to the expiration date of the Term
specified in the Notice with respect to a Large Station; provided, *****.
	 
	 	(h)	 	Notwithstanding the foregoing, following delivery of any Notice
of an Early Withdrawal of Ground Handling Services at a Station by American or
Eagle in accordance with this Section 11, American shall have the right
and option by delivering Notice to Contractor within ***** days of such Notice
of Early Withdrawal, and without Contractor’s consent, to extend the date
through which Ground Handling Services are provided at any such Station and any
related Service Facilities for up to an additional three (3) full calendar
months on the terms and conditions as then in effect pursuant to this Agreement
in order to provide for an orderly transition of Ground Handling Services.







 




			
	*	 	THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES
AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24B-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO
SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED
FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED
PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.




21









 










     12. Termination.




	 	(a)	 	This Agreement shall automatically terminate without any
liability of any Party for breach and be of no further force or effect upon any
termination of the Separation and Distribution Agreement prior to the
Distribution Date.
	 
	 	(b)	 	In addition to and without limiting any other provisions of
this Section 12 with respect to termination or Section 11 with
respect to Early Withdrawal, upon the occurrence of the following events,
either American, if the non-defaulting Party on the one hand, or Eagle, if
Eagle and Executive are the non-defaulting Party on the other hand, shall have
the right to terminate this Agreement (resulting in immediate cessation of all
Ground Handling Services at all Stations, unless otherwise directed by American
in accordance with Section 12(i) or (j)), by providing Notice
to the defaulting Party or, with respect to a termination under Section
12(b)(i) below, to the Party suffering the Insolvency Event, if:






	 	(i)	 	American, on the one hand, or Eagle, Executive
or Eagle Holding, on the other hand, (1) makes a general assignment for
the benefit of creditors or becomes insolvent, (2) files a voluntary
petition in bankruptcy, (3) petitions for or acquiesces in the
appointment of any receiver, trustee or similar officer to liquidate or
conserve its business or any substantial part of its assets, (4)
commences under the laws of any jurisdiction any proceeding involving
its insolvency, bankruptcy, reorganization, readjustment of debt,
dissolution, liquidation or any other similar proceeding for the relief
of financially distressed debtors, (5) becomes the object of any
proceeding or action of the type described in (3) or (4) above and such
proceeding or action remains undismissed or unstayed for a period of at
least sixty (60) days, or (6) is involuntarily divested of a
substantial part of its assets for a period of at least sixty (60) days
(each of (1) through (6) above an “Insolvency Event”);
	 
	 	(ii)	 	American, on the one hand as the defaulting
Party, or Eagle or Executive, on the other hand as the defaulting
Party, shall refuse, neglect or fail to perform, observe, or keep
either (1) any material non-monetary covenants, agreements, terms or
conditions contained in this Agreement or in the Station Exhibits on
their part to be performed, observed, or kept, or (2) any other
covenant, agreement, term or condition contained in this Agreement or
in the Station Exhibits that would reasonably be expected to
substantially deprive American, on the one hand, as the non-defaulting
Party, or Eagle or Executive, on the other hand, as the non-defaulting
Party, of the benefits of this Agreement (individually and
collectively, a “Material Breach”), and any such Material
Breach shall continue for a period of sixty (60) days after Notice to
cure such Material Breach to the defaulting Party thereof;
	 
	 	(iii)	 	American, on the one hand, or Eagle or
Executive, on the other hand, shall fail to pay any amounts owing to
the other Party under the terms and conditions of this Agreement or any
Station Exhibit, or either Party breaches a monetary provision of this
Agreement or any Station Exhibit, and such monetary default or failure
remains uncured for more than ten




22









 






	 	 	 	(10) days after receipt of Notice of such failure to pay or monetary
breach; or
	 
	 	(iv)	 	A Force Majeure Event shall occur with respect
to American, on the one hand, or Eagle or Executive, on the other hand,
and such Force Majeure Event shall continue for more than fourteen (14)
consecutive days; it being understood that if American is making
payments to Contractor as set forth in Section 12(g), then
Contractor may not terminate this Agreement.






	 	(c)	 	In addition to and notwithstanding any other provisions of this
Section 12 with respect to termination or Section 11 with
respect to Early Withdrawal, upon the occurrence of the following events,
American shall have the right by providing Notice to Eagle to terminate this
Agreement (resulting in immediate cessation of all Ground Handling Services at
all Stations, unless otherwise directed by American in accordance with
Section 12(i) or (j)):






	 	(i)	 	The Air Services Agreement is terminated by
American or Contractor or otherwise expires in accordance with its
terms;
	 
	 	(ii)	 	An Eagle Change of Control has occurred to
which American has not Consented in advance;
	 
	 	(iii)	 	American terminates Ground Handling Services
at two (2) Large Stations or ten (10) Small Stations in accordance with
the provisions of Sections 12(d)(i) or (e) hereof;
	 
	 	(iv)	 	Eagle or Executive changes the manner in which
it conducts its ground handling business on or after the Effective Date
and such change causes American to be in violation or breach of any
term of any collective bargaining agreement binding upon American,
which term was in effect as of the Effective Date, unless such
violation or breach is directly and solely the result of a request of,
or direction by, American; provided, that for the avoidance of doubt,
the separation of Eagle Holding from AMR that occurs on the
Distribution Date shall not, in and of itself, constitute a change in
the manner in which Eagle or Executive conducts its business for
purposes of this Section 12(c)(iv);
	 
	 	(v)	 	Contractor fails to comply in any respect with
Section 16 (Insurance), and, as a result thereof, the insurance
required pursuant to this Agreement is not then in full force and
effect or the insurance is not at any time in compliance with the
requirements herein specified;
	 
	 	(vi)	 	A strike or work stoppage that relates to the
employees or labor force of Contractor or any of Eagle’s or Executive’s
Subsidiaries or Affiliates occurs and has a material adverse effect on
Contractor’s performance of providing Ground Handling Services at all
or substantially all of the Stations, and such strike or work stoppage
continues for three (3) or more consecutive days or seven (7) or more
days within any consecutive fourteen (14) day period; or




23









 






	 	(vii)	 	Excluding any Transfers to a Contractor
Affiliate, Eagle or Executive sells or Transfers all or substantially
all of (1) the assets then used to perform the Ground Handling
Services, or (2) the Ground Support Equipment owned or leased by Eagle
and Executive collectively, and such sale or Transfer is not related to
any sale/leaseback transaction or other capital raising activity of
Eagle or Executive.






	 	(d)	 	In addition to and notwithstanding any other provisions of this
Section 12 with respect to termination or Section 11 with
respect to Early Withdrawal, upon the occurrence of the following events,
either American, if the non-defaulting Party on the one hand, or Eagle, if
Eagle and Executive are the non-defaulting Parties on the other hand, shall
have the right to terminate Ground Handling Services at a specific Station
(resulting in immediate cessation of all Ground Handling Services at such
Station, unless otherwise directed by American in accordance with Section
12(i) or (j)) by providing Notice to the other Party:






	 	(i)	 	American or Contractor shall refuse, neglect or
fail to perform, observe or keep any material non-monetary covenants,
agreements, terms or conditions of this Agreement as it relates to such
Station, or any applicable Station Exhibit, on their part to be
performed, observed or kept, and such refusal, neglect or failure
continues for more than thirty (30) days after receipt of Notice of
such breach by the non-defaulting Party, or in the case of a breach
requiring more than ***** Notice to cure, the defaulting Party does not
begin or pursue with reasonable diligence a method of cure within *****
after receipt of Notice specifying in reasonable detail the nature of
such breach from the non-defaulting Party; or
	 
	 	(ii)	 	A Station Force Majeure Event occurs at such
Station and such Station Force Majeure Event continues for a period of
thirty (30) or more consecutive days.






	 	(e)	 	In addition to and notwithstanding any other provisions this
Section 12 with respect to termination or Section 11 with
respect to Early Withdrawal, upon the occurrence of the following events,
American shall have the right by providing Notice to Eagle to terminate Ground
Handling Services at a specific Station (resulting in immediate cessation of
all Ground Handling Services at such Station, unless otherwise directed by
American in accordance with Section 12(i) or (j)):






	 	(i)	 	*****;
	 
	 	(ii)	 	Ten (10) or more Non-Material Breaches shall
occur during any consecutive six (6) month period and, with respect to
each such Non-Material Breach, American has provided at least ten (10)
days Notice thereof to Eagle and an opportunity to cure to American’s
reasonable







 




			
	*	 	THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES
AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24B-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO
SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED
FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED
PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.




24









 











	 	 	 	satisfaction during such ten (10) day period; it being understood
that any such breach, even if cured, shall be deemed a Non-Material
Breach if Contractor subsequently incurs the same type of breach
***** or more times during *****;






	 	(iii)	 	Contractor shall refuse, neglect or fail to
perform Ground Handling Services for all or substantially all of the
handled departures for American and American Regional Carriers at such
Station for three (3) or more consecutive days or seven (7) or more
days within any consecutive fourteen (14) day period;






	 	(iv)	 	Eagle’s or Executive’s authority to operate the
Ground Handling Services at such Station is suspended by a Governmental
Authority or an Airport Operator, which suspension continues for three
(3) or more consecutive days or seven (7) or more days within any
consecutive fourteen (14) day period;






	 	(v)	 	Eagle or Executive fails to maintain the
Controllable On-Time Departure Rate for the specified time periods as
set forth in Schedule 5 with respect to a Selected Station, so
long as American has provided Notice of such failure to Eagle within
*****;






	 	(vi)	 	Contractor fails to maintain or comply with
reasonable and customary safety standards at such Station, or such
safety standards as required by law or regulation for the operation by
Contractor of the Ground Handling Services at such Station, that remain
uncured for more than ***** days after Notice of such default by
American to Eagle specifying in reasonable detail the nature of such
noncompliance; or






	 	(vii)	 	Eagle or Executive breaches a material
non-monetary provision under the Master Facilities Agreement with
respect to such Station that remains uncured for more than thirty (30)
days after Notice of such breach by American to Eagle specifying in
reasonable detail the nature of such breach.






	 	(f)	 	In addition to and notwithstanding any other provisions of this
Section 12 with respect to termination or Section 11 with
respect to Early Withdrawal, Eagle shall have the right by providing Notice to
American to terminate Ground Handling Services at a specific Station (resulting
in immediate cessation of all Ground Handling Services at such Station, unless
otherwise directed by American in accordance with Section 12(i) or
(j)) if all handled departures for American and American Regional
Carriers at such Station are canceled or terminated for three (3) or more
consecutive days or seven (7) or more days within any consecutive fourteen (14)
day period; it being understood that the cessation of handled departures upon
the end of the relevant season shall not







 




			
	*	 	THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES
AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24B-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO
SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED
FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED
PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.




25









 











	 	 	 	constitute a cancellation or termination if such handled departures are
expected to resume in the subsequent relevant season.






	 	(g)	 	Prior to any termination hereof as specified in this
Section 12 and without limiting any Party’s right to terminate this
Agreement pursuant thereto, the Parties’ obligations under this Agreement shall
be immediately suspended in the event, to the extent and for the period of time
that performance is delayed or prevented prior to the termination hereof for
the occurrence of any Force Majeure Event; provided, that the foregoing shall
not apply to any outstanding rights, obligations or payments that are then due
and payable in accordance with the terms hereof; and provided further that (i)
the suspension of the obligations in accordance herewith is of no greater scope
and of no longer duration than is required by the Force Majeure Event and (ii)
the Party suspending its obligations because of the Force Majeure Event uses
commercially reasonable efforts to remedy its inability to perform. Without
limiting the foregoing, upon the occurrence of a Force Majeure Event or upon
the occurrence of a Labor Dispute, American may, instead of suspending its
performance or exercising any right it may have to terminate this Agreement as
a result of the occurrence thereof, elect to continue to compensate Contractor
for any Ground Handling Services provided by Contractor or, if there are no
Ground Handling Services provided by Contractor as a result of such Force
Majeure Event or Labor Dispute, in which event: (1) Contractor may not suspend
the performance of its obligations under this Agreement except to the extent
such performance is not possible as a result of such Force Majeure Event or
Labor Dispute; (2) Contractor shall not have the right to terminate this
Agreement as a result of American’s failure to pay the compensation set forth
in this Agreement; (3) no default by American shall be deemed to have occurred
under this Agreement with respect to payment obligations under this Agreement;
and (4) American shall continue to be entitled to all rights and benefits under
this Agreement.






	 	(i)	 	If the Agreement has not been terminated
pursuant to this Section 12, upon any cessation of a Force
Majeure Event or an American Labor Dispute, American and Contractor
covenant and agree to use commercially reasonable efforts to develop
and implement an orderly transition plan to restore the Ground Handling
Services that were provided by Contractor prior to such Force Majeure
Event or American Labor Dispute (a “Restoration Plan”). With
respect to the costs and expenses incurred by each of American and
Contractor in connection with the implementation of a Restoration Plan
(respectively, “Restoration Costs”), (i) if any such
Restoration Plan was implemented due to a Force Majeure Event with
respect to Contractor, then Contractor shall be responsible for the
Restoration Costs and (ii) if such Restoration Plan was implemented due
to a Force Majeure Event with respect to American or an American Labor
Dispute, then American shall be responsible for the Restoration Costs.






	 	(ii)	 	Nothing contained in this Section 12(g)
shall be deemed to limit or otherwise affect any Party’s rights under
Sections 12(b)(iv) or 12(d)(ii).






	 	(h)	 	In the event of any breach by Contractor of this Agreement or
any Station Exhibit that prevents Contractor’s performance of the Ground
Handling Services at any




26









 












	 	 	 	Station, for so long as Contractor shall be unable to perform or if American
otherwise terminates any such Station, American shall have the immediate
right and option to supply the Ground Handling Services or to engage any
other Person to provide such Ground Handling Services at such Station,
regardless of whether American exercises any relevant termination rights
hereunder. If American elects to exercise its rights in accordance with this
subsection (h), Contractor shall make all Ground Support Equipment at such
Station available to American or any such other Person for up to *****;
provided, that American shall, at its option, either (1) return the Ground
Support Equipment to Contractor within ***** following the end of such *****
period in the same condition as made available to American, reasonable wear
and tear excepted or (2) purchase the Ground Support Equipment from
Contractor at its then fair market value as determined by an independent
appraiser selected by the Parties, and such appraisal shall be binding upon
the Parties. American shall be entitled to set-off from any undisputed
payment owed by American to Contractor hereunder any costs and expenses of
providing or obtaining Ground Handling Services at such Station in
accordance with this subsection (h).






	 	(i)	 	Notwithstanding the foregoing, following delivery of any Notice
of termination by American in accordance with Sections 12(b),
(c), (d) or (e) (but excluding Section
12(e)(iv)), American shall have the right and option by delivering Notice
to Contractor within ***** of such Notice of termination, and without
Contractor’s consent, to extend this Agreement with respect to all or any
specific Stations and any related Service Facilities for up to an additional
three (3) full calendar months on the terms and conditions set forth herein as
then in effect in order to provide for an orderly transition of Ground Handling
Services. In the event of any extension of this Agreement with respect to all
or any specific Stations in accordance with this subsection (i), the remaining
rights and obligations of the Parties hereunder and with respect to all other
Stations shall continue in full force and effect; provided, that Contractor
shall not be subject to any penalties under Section 3(c), and American
shall have no termination rights under this Section 12, in each case
arising solely out of any services provided to American during any such
extension period under this subsection (i).






	 	(j)	 	Without limiting any other remedies hereunder, in the event of
any termination of this Agreement or termination of Ground Handling Services at
any specific Station or Early Withdrawal at any Station, Eagle and Executive
covenant and agree to use their commercially reasonable efforts to assist
American in making arrangements for and transitioning to alternative service
providers, including, without limitation, if necessary by continuing to provide
the Ground Handling Services on an interim basis on the terms set forth in this
Agreement and any applicable Station Exhibit as then in effect. Without
limiting the generality of the foregoing and solely with respect to a Large
Station, Eagle and Executive covenant and agree to use their commercially
reasonable efforts to make available or Transfer to American or any designee
thereof on commercially reasonable terms sufficient ground handling equipment
and any spare parts







 




			
	*	 	THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES
AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24B-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO
SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED
FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED
PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.




27









 











	 	 	 	therefor in good working condition and repair as may be necessary for
American to obtain or provide ground handling services after any termination
of the Ground Handling Services at any such Large Station.






	 	(k)	 	In the event of any termination of Ground Handling Services at
any specific Station or Early Withdrawal at any Station, the rights and
obligations of the Parties with respect to such Station shall terminate except
as provided in Section 12(i) or (j); it being understood and
agreed that the remaining rights and obligations of the Parties hereunder and
with respect to all other Stations shall continue in full force and effect.
Any termination of Ground Handling Services at any specific Station shall not
relieve any Party of its rights or obligations under this Agreement or with
respect to any other Station and shall not be deemed a waiver of the right to
pursue other remedies, including termination of this Agreement, termination of
Ground Handling Services at any other Station or Early Withdrawal at any
Station, except to the extent such obligations relate to the performance of
Ground Handling Services at such Station.






	 	(l)	 	It is understood and agreed that each Party’s right of
termination under this Section 12 shall be in addition to any other
rights such Party may have under this Agreement or otherwise, and the exercise
of any such right of termination shall not be deemed an election of remedies.





     13. Use of Approved Marks and Copyrights.




	 	(a)	 	Contractor acknowledges and agrees that American or any of its
Affiliates, as the case may be, is the sole worldwide owner or licensee of the
Marks, including Approved Marks.






	 	(b)	 	Subject to the terms and conditions of this Agreement,
including the quality of service requirements set forth in Section 2,
Contractor is hereby granted the non-exclusive, non-transferable right and
license to use the Approved Marks solely in connection with the advertising,
promotion and sale of Ground Handling Services or as otherwise expressly
authorized by American, in writing, from time to time. In connection with the
license granted by this Section 13(b), Contractor agrees that:






	 	(i)	 	American retains the right to determine, in its
sole discretion, whether an Approved Mark may be used in connection
with the advertising, promotion and sale of Ground Handling Services;






	 	(ii)	 	Contractor has no right or permission to use
any of the Marks, other than the Approved Marks, without first
receiving American’s express Consent to do so;






	 	(iii)	 	Contractor agrees that any and all use of the
Approved Marks inures to the benefit of American or its applicable
Affiliate that owns the Approved Mark, or the licensor of the Approved
Mark, for all purposes; and






	 	(iv)	 	Contractor acknowledges and agrees that it has
no ownership interest in, nor during the Term will Contractor acquire
an ownership interest in, any




28









 












	 	 	 	of the Marks or Approved Marks. Nothing in this Agreement shall be
construed as granting to Contractor, nor shall Contractor be
construed as retaining, any rights, title or interests in or to the
Marks or Approved Marks.






	 	(c)	 	During the Term, neither Contractor nor any Affiliates of
Contractor shall:






	 	(i)	 	use Marks except for the Approved Marks as
permitted hereunder;






	 	(ii)	 	use or apply to register, or cooperate in any
effort by any third party to use or register, Marks or any trademarks,
service marks, domain names, keyword search terms, trade dress
(including without limitation the livery, uniforms, or aa.com website)
or trade names containing Marks or any trademarks, service marks,
domain names, keyword search terms, trade dress or trade names that are
confusingly similar to the Marks in connection with any products or
services, except as specifically permitted under this Agreement;






	 	(iii)	 	challenge or participate in any challenge to
the validity or American’s or American’s Affiliates exclusive rights in
the Marks, including without limitation any applications or
registrations;






	 	(iv)	 	take any actions inconsistent with American’s
or its Affiliates ownership of the Marks, including without limitation,
committing any act that would jeopardize or prejudice American’s or its
Affiliates rights in the Marks, altering the Marks, or committing any
act that would invalidate or be likely to invalidate American’s or its
Affiliates rights in the Marks;






	 	(v)	 	license, authorize, or otherwise permit,
Contractor’s Affiliates to use the Marks except as permitted hereunder;






	 	(vi)	 	license, authorize or otherwise permit any
third party to use the Marks;






	 	(vii)	 	use, assert, pledge or rely upon the Marks to
incur, secure or perfect any obligation or indebtedness;






	 	(viii)	 	use the Marks in any manner that would diminish their value or harm
the reputation of American or their its Affiliates; or






	 	(ix)	 	contest the fact that its rights granted
pursuant to Section 13(b) of this Agreement are solely those of
a licensee.






	 	(d)	 	Contractor shall provide Ground Handling Services under the
Approved Mark “American Eagle” or such other Approved Mark, as American may
specify from time to time, and not the Contractor’s trademark, except to the
extent required by law for disclosure of the operating carrier.






	 	(e)	 	For all uses of Approved Marks, Contractor and its Affiliates
shall affix proper trademark or service mark notice: the symbol ® for
registered trademarks or service marks, or the symbols TM or SM for
unregistered trademarks or service marks, and where requested by American, a
statement that the Approved Mark




29









 












	 	 	 	“is a (registered, if applicable) trademark (or service mark, if applicable)
of American Airlines, Inc. and is being used by Contractor under license
from American Airlines, Inc.”






	 	(f)	 	If Contractor receives American’s Consent to use any additional
Marks, then such Marks will then be considered Approved Marks.






	 	(g)	 	American has the right to amend the Approved Marks list at any
time. If American removes a Mark from the Approved Mark list, Contractor must
cease all use of the Mark within a time period to be determined at American’s
sole discretion. Similarly, if American adopts a new Mark to be used in
connection with the sale, promotion and advertising of Ground Handling
Services, it will notify Contractor in writing and specify a deadline by which
Contractor must incorporate the new Mark in its sale, promotion and advertising
of Ground Handling Services.






	 	(h)	 	American will provide Contractor with reasonable access to
AADAMS so that Contractor may retrieve accurate renditions of the Approved
Marks.






	 	(i)	 	At American’s request, Contractor agrees to cooperate with
American and its Affiliates in connection with applications and other filings
to create, register, maintain, or otherwise perfect American’s and its
Affiliates rights in Marks, at American’s expense. Upon termination of this
Agreement, the parties agree to do everything necessary to effect cancellation
of the record, if any, of Contractor as a recorded licensee of the Marks
throughout the world.






	 	(j)	 	American recognizes and understands the critical importance of
exercising quality control over Contractor’s use of the Marks, so as to
preserve the continued integrity and validity of the Marks and to protect the
goodwill associated therewith. American is familiar with the quality of the
services and products heretofore provided by Contractor and approves of and
adopts the standards of such quality. American shall have the right to
exercise quality control over Contractor’s use of the Marks to a degree
reasonably necessary to maintain such quality. Contractor agrees that it
shall:






	 	(i)	 	use the Marks on or in connection only with
those Ground Handling Services that conform to the specifications and
standards of quality prescribed by American, including without
limitation those identified in Section 2 of this Agreement, as
amended from time to time by American in its sole discretion, and not
depart from said specifications and standards without Consent from
American;






	 	(ii)	 	only use advertising, publicity material,
corporate documents, literature, correspondence, Internet web site,
promotional material and services bearing, incorporating or using the
Marks that are tasteful and of a quality that is at least as high as
the quality of similar materials, products and services offered by
American, and in accordance with American’s written trademark usage
policies and brand guidelines;






	 	(iii)	 	use its best efforts to ensure that its
provision and advertising of Ground Handling Services comply with all
applicable ordinances, laws, and




30









 












	 	 	 	statutes governing the provision and advertising of Ground Handling
Services; and






	 	(iv)	 	cooperate and comply with American’s exercise
of quality control over Contractor’s use of the Approved Marks,
including:






	 	(1)	 	submitting appropriate samples of
use of the Approved Marks in advertising and provision of Ground
Handling Services, and other licensed items bearing or
associated with the Approved Marks;
	 
	 	(2)	 	allowing American to inspect, at
all reasonable times and upon reasonable notice, the use of the
Approved Marks in advertising and provision of Ground Handling
Services and other licensed items bearing or associated with the
Approved Marks on Contractor’s premises;
	 
	 	(3)	 	allowing American to review
records relating to customer and other claims or complaints; and
	 
	 	(4)	 	submitting to audits or other
reviews of its compliance with American’s quality control
specifications and standards.






	 	(v)	 	In the event American determines that there is
a material defect or failure to maintain minimum quality standards in
the quality of the services, advertising, publicity material, corporate
documents, literature, correspondence, Internet websites, and
promotional material bearing or provided in association with the
Approved Marks, American shall notify Contractor in writing specifying
in detail the nature of the defect and consult with Contractor to
eliminate such defect. Defects or failures to maintain minimum quality
standards in accordance with this Agreement, which continue even after
efforts to eliminate such defects or increase quality standards, shall
be considered a breach of this Agreement.






	 	(vi)	 	Contractor agrees that under no circumstances
shall Contractor:






	 	(1)	 	transfer, sell, or give away to a
third party any products bearing or services marketed or sold
under the Marks that do not meet American’s quality standards;






	 	(2)	 	use or display any Approved Marks
that Contractor obtained from a source other than AADAMS or
alter the Approved Marks in any way; or






	 	(3)	 	display the Marks without the
appropriate marking or proprietary rights notices as set forth
in Section 13(e).






	 	(k)	 	American grants to Contractor a non-exclusive,
non-transferable, limited, royalty-free right and license to copy, display,
perform, distribute and prepare derivative works of American’s Copyrights only
as necessary for the limited purpose of providing, advertising and promoting
Ground Handling Services in




31









 












	 	 	 	accordance with this Agreement. Any reproductions shall include the notice
“Reproduced with permission of American Airlines, Inc. © [date] American
Airlines, Inc.” Contractor agrees it will not materially alter works
subject to American Copyrights without American’s Consent.






	 	(l)	 	American owns Copyrights and other rights in its propriety
software that it makes available to Contractor under this Agreement (the
“American Software”). American grants to Contractor a nonexclusive,
nontransferable right and license to install, execute and use American Software
in the manner described in this Agreement for the purposes of providing,
advertising and promoting Ground Handling Services in accordance with this
Agreement. Contractor must use American Software only in a manner and for the
purposes for which American’s Software is provided to Contractor. Contractor
may use American Software only as expressly permitted in this Agreement.
Contractor may make copies of American Software for backup and archival
purposes. Contractor may not make additional copies of American Software,
provide third parties with access to American Software (other than Contractor
Agents who are provided access in connection with Contractor providing Ground
Handling Services), distribute American Software, or modify American Software
without American’s Consent. Contractor may not dissemble, decompile, reverse
engineer, or modify American Software.






	 	(m)	 	Nothing in this section gives Contractor any additional license
or rights in and to American Data that is not expressly set forth in this
Agreement, nor does it affect Contractor’s duties with respect to American Data
under this Agreement.






	 	(i)	 	Infringement by Third Parties.






	 	(1)	 	In the event that Contractor
learns of any infringement or unauthorized use of any of the
Marks or American’s Copyrights, it shall promptly notify
American. American has the right to send infringement notices
and bring infringement actions. If requested to do so,
Contractor shall cooperate with and fully assist American in any
such action, including without limitation providing Contractor’s
files, communications, records, and other information relating
to its Ground Handling Services or joining the action as a
party, if necessary, at American’s sole expense. Any award or
portion of an award, recovered by American in any such action or
proceeding commenced by American shall belong solely to
American.






	 	(2)	 	In the event a third party
institutes a legal action against Contractor for its use of an
Approved Mark, as provided in this Agreement, Contractor shall
promptly notify American and its liability insurance carriers or
brokers of such suit in writing. American shall defend, at its
own expense, any such action, and Contractor shall cooperate in
such defense as requested by American, at American’s expense.
American shall pay all judgments and settlements resulting from
such suits. Any award received by American in such an action
shall belong solely to American.




32









 











     14. Certain Employee Matters.




	 	(a)	 	Training.






	 	(i)	 	Subject to the terms and conditions of this
Agreement, Eagle and Executive jointly and severally covenant and
agree:






	 	(1)	 	At their sole cost and expense,
to provide the training necessary or appropriate for the
provision of the Ground Handling Services in accordance with the
Specifications for all personnel performing the Ground Handling
Services, including, but not limited to, all ramp personnel
training, recurrent training and training for new personnel.






	 	(2)	 	At their sole cost and expense,
to send all newly hired passenger service agents to Flagship
University for passenger service training; provided, that such
training shall begin, but shall not be required to be completed
by, ***** after such agent’s first day of employment with Eagle
or Executive or any Affiliate thereof.






	 	(ii)	 	All training costs, including compensation of
employees during training, shall be at Contractor’s sole cost and
expense; provided, that any training (x) that is requested by American
that is above and beyond that which is required pursuant to subsection
(a)(i) above or otherwise normally required to provide the Ground
Handling Services, or (y) that is required in connection with any
material change by American of the Specifications or the Ground
Handling Services, and in each case, that result in additional costs
and expenses to Contractor, shall be reimbursed from American to
Contractor, the amount of which shall, upon Notice from Contractor to
American, be negotiated by the Parties in accordance with the
procedures in Section 18(b). Except as specifically provided
for herein, reimbursement for employee time in training that is beyond
the requirements of subsection (a)(i) above, normally required
training, and training resulting from any significant event that would
be the basis for Contractor to request pricing renegotiations, shall be
considered above and beyond normally required training.






	 	(iii)	 	American shall have the right and option to
monitor or test Contractor’s employees’ training levels. If American
reasonably determines the training level of one or more of Contractor’s
employees does not comply with the Specifications, then Contractor
shall institute such additional training at its own cost and expense as
American deems necessary to bring such employees to the level of
training required in order to provide the Ground Handling Services in
accordance with the Specifications.







 




			
	*	 	THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES
AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24B-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO
SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED
FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED
PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.




33









 











	 	(b)	 	Contractor shall require all of its personnel and any
Contractor Agents providing Ground Handling Services in job classifications
requiring direct public contact to wear uniforms and accessories furnished by
Contractor that are of colors and styles approved by American. American shall
be responsible for any reasonable out-of-pocket costs and expenses incurred by
Contractor relating to the cost of uniform changes requested by American;
provided, that Contractor shall provide American with a reasonable and binding
estimate of the out-of-pocket costs and expenses before they are incurred, so
that American may determine whether to implement the changes.






	 	(c)	 	American reserves the right to interview and approve Station
management employees of Contractor; provided, that Station management employees
hired or appointed by Contractor as of the Effective Date shall be deemed
approved by American. American shall have the right and option to maintain at
its own cost and expenses, an American Agent or Agents who shall be entitled to
review the Ground Handling Services and Contractor’s related operations at any
Station, which American Agents or Agents shall provide feedback and advice to
Contractor in connection with the performance of its obligations hereunder at
any Station.






	 	(d)	 	American shall process and adjudicate all customer or passenger
complaints related to this Agreement and the Ground Handling Services and
Contractor shall assist American in processing and adjudicating such customer
or passenger complaints. American shall have complete and exclusive control of
the method of processing and adjudicating such customer or passenger complaints
and any final disposition or handling of any customer or passenger complaint
shall be in American’s sole discretion. No action taken by American or
Contractor and no failure to act by American or Contractor in connection with
the handling of any such customer or passenger complaints shall affect or
otherwise impact any right of American or Contractor, as the case may be, to
seek indemnification pursuant to Section 16, so long as any Indemnified
Party’s rights as an Indemnified Party are not materially prejudiced by actions
taken by any other Party.





     15. Right to Bid. During the Term, American shall provide Notice to Contractor of any and
all requests for proposals pursuant to which American seeks any ground handling and related
services at any Station or at any other airport locations from any Person that is not an Affiliate
of American. Such Notice shall be given to Contractor contemporaneously with any Notice provided
to any such other Person and in each such case Contractor shall have the right and option to bid
with respect to such requests for proposals (each, a “Contractor Bid”). American shall
have the right to accept or reject any Contractor Bid in its sole discretion. If Contractor
successfully bids on any ground handling or related services, such services shall not be subject to
the terms of this Agreement.



     16. Indemnification.




	 	(a)	 	CONTRACTOR AND EAGLE HOLDING SHALL EACH JOINTLY AND SEVERALLY
INDEMNIFY, DEFEND AND HOLD HARMLESS THE AMERICAN INDEMNIFIED PARTIES FROM AND
AGAINST ANY AND ALL CLAIMS ARISING OUT OF, CAUSED BY OR OCCURRING IN CONNECTION
WITH (OR ALLEGED TO ARISE OUT OF, BE CAUSED BY OR BE OCCURRING IN CONNECTION
WITH): (i) THE DEATH OF OR INJURY TO PERSONS (INCLUDING ALL INVITEES, GUESTS,




34









 












	 	 	 	PASSENGERS, SHIPPERS, EMPLOYEES, ANY OPERATOR OF AIRCRAFT COVERED UNDER THE
AIR SERVICES AGREEMENT AND AGENTS OF CONTRACTOR), OR DELAY OR LOSS OF OR
DAMAGE TO PROPERTY (INCLUDING PROPERTY OF CONTRACTOR AND OF ITS INVITEES,
GUESTS, PASSENGERS, EMPLOYEES AND AGENTS AND PROPERTY OF EACH INDEMNIFIED
PARTY, INCLUDING AIRCRAFT, AIRFRAMES, ANY ENGINE, ANY PART OF ANY THEREOF,
BAGGAGE OR CARGO) OCCURRING WHILE SUCH PERSONS OR PROPERTY ARE UNDER THE
CONTROL OR IN THE CUSTODY OF, OR BEING TRANSPORTED BY, CONTRACTOR
(INCLUDING, FOR THE AVOIDANCE OF DOUBT, CLAIMS ARISING OUT OF DEATH OF OR
INJURY TO REGIONAL AIRLINE SERVICES PASSENGERS TRAVELING ON AMERICAN TICKETS
THAT IMPLEMENT LIMITS OR CONDITIONS OF LIABILITY OR JURISDICTIONAL RULES
WITH RESPECT TO PASSENGER CLAIMS THAT DIFFER FROM THOSE OF CONTRACTOR),
EXCEPT TO THE EXTENT CAUSED BY THE WILLFUL MISCONDUCT OF AMERICAN, ANY
AMERICAN AFFILIATE OR AMERICAN AGENT; (ii) NEGLIGENT ACTS OR NEGLIGENT
OMISSIONS OF CONTRACTOR, ANY CONTRACTOR AFFILIATE OR ANY CONTRACTOR AGENT,
THAT ARE IN ANY WAY RELATED TO GROUND HANDLING SERVICES, EXCEPT FOR CLAIMS
OF THE TYPE REFERRED TO IN SECTION 16(b)(i), ARISING FROM THE DEATH
OF, OR INJURY TO, PERSONS, OR DELAY OR LOSS OF OR DAMAGE TO PROPERTY
OCCURRING WHILE SUCH PERSONS OR PROPERTY ARE IN THE CONTROL OR CUSTODY OF,
OR BEING TRANSPORTED BY, AMERICAN, IN WHICH CASE AMERICAN SHALL INDEMNIFY
AND REIMBURSE THE CONTRACTOR INDEMNIFIED PARTIES, NOTWITHSTANDING SUCH
NEGLIGENT (BUT NOT WILLFUL) ACTS OR OMISSIONS OF CONTRACTOR, ANY CONTRACTOR
AFFILIATE OR CONTRACTOR AGENT; AND (iii) THE PERFORMANCE, IMPROPER
PERFORMANCE OR NONPERFORMANCE, DIRECTLY OR INDIRECTLY, OF ANY COVENANT OR
AGREEMENT OF CONTRACTOR PURSUANT TO THIS AGREEMENT OR ANY ANCILLARY
AGREEMENT, OR ANY BREACH OF ANY REPRESENTATION OR WARRANTY OF CONTRACTOR
CONTAINED IN SECTION 5 OR ANY ANCILLARY AGREEMENT.






	 	(b)	 	AMERICAN SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE
CONTRACTOR INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL CLAIMS ARISING OUT
OF, CAUSED BY OR OCCURRING IN CONNECTION WITH (OR ALLEGED TO ARISE OUT OF, BE
CAUSED BY OR OCCURRING IN CONNECTION WITH): (i) THE DEATH OF OR INJURY TO
PERSONS (INCLUDING ALL INVITEES, GUESTS, PASSENGERS, SHIPPERS, EMPLOYEES, ANY
OPERATOR OF AIRCRAFT COVERED UNDER THE AIR SERVICES AGREEMENT AND AGENTS OF
AMERICAN), OR DELAY OR LOSS OF OR DAMAGE TO PROPERTY (INCLUDING PROPERTY OF
AMERICAN AND OF ITS INVITEES, GUESTS, PASSENGERS, EMPLOYEES AND AGENTS AND
PROPERTY OF EACH INDEMNIFIED PARTY, INCLUDING AIRCRAFT, AIRFRAMES, ANY ENGINE,
ANY PART OF ANY THEREOF, BAGGAGE OR CARGO) OCCURRING WHILE SUCH PERSONS OR
PROPERTY ARE UNDER THE CONTROL OR IN THE CUSTODY OF, OR BEING TRANSPORTED BY,




35









 












	 	 	 	AMERICAN, EXCEPT TO THE EXTENT CAUSED BY THE WILLFUL MISCONDUCT OF
CONTRACTOR, ANY CONTRACTOR AFFILIATE OR CONTRACTOR AGENT; (ii) NEGLIGENT
ACTS OR NEGLIGENT OMISSIONS OF AMERICAN, ANY AMERICAN AFFILIATE OR AMERICAN
AGENT THAT ARE IN ANY WAY RELATED TO PROVIDING GROUND HANDLING SERVICES,
EXCEPT FOR CLAIMS OF THE TYPE REFERRED TO IN SECTION 16(a)(i)
ARISING FROM THE DEATH OF, OR INJURY TO, PERSONS, OR DELAY OR LOSS OF OR
DAMAGE TO PROPERTY OCCURRING WHILE SUCH PERSONS OR PROPERTY ARE IN THE
CONTROL OR CUSTODY OF, OR ARE BEING TRANSPORTED BY, CONTRACTOR (IN WHICH
EVENT CONTRACTOR AND EAGLE HOLDING SHALL EACH JOINTLY AND SEVERALLY
INDEMNIFY AND REIMBURSE THE AMERICAN INDEMNIFIED PARTIES NOTWITHSTANDING
SUCH NEGLIGENT (BUT NOT WILLFUL) ACTS OR OMISSIONS OF AMERICAN, ANY AMERICAN
AFFILIATE OR AMERICAN AGENT); AND (iii) THE PERFORMANCE, IMPROPER
PERFORMANCE OR NONPERFORMANCE, DIRECTLY OR INDIRECTLY, OF ANY COVENANT OR
AGREEMENT OF AMERICAN PURSUANT TO THIS AGREEMENT OR ANY ANCILLARY AGREEMENT,
OR ANY BREACH OF ANY REPRESENTATION OR WARRANTY OF AMERICAN CONTAINED IN
SECTION 6 OR ANY ANCILLARY AGREEMENT.






	 	(c)	 	A Party (the “Indemnified Party”) entitled to
indemnification from another Party under the terms and conditions of this
Agreement (the “Indemnifying Party”) shall provide the Indemnifying
Party with prompt Notice of any Claim that the Indemnified Party believes gives
rise to a claim for indemnity against the Indemnifying Party. Notwithstanding
the foregoing, the failure of an Indemnified Party to promptly provide Notice
shall not constitute a waiver by the Indemnified Party of any right to
indemnification or otherwise relieve such Indemnifying Party from any liability
hereunder unless and only to the extent that the Indemnifying Party is
materially prejudiced as a result thereof, and in any event shall not relieve
such Indemnifying Party from any liability that it otherwise has on account of
this Section 16. The Indemnifying Party shall be entitled, if it
accepts financial responsibility for the third party Claim, to control the
defense of, to settle or to pay for any such third party Claim at its own
expense and by its own counsel; provided, that the Indemnified Party’s prior
Consent (which may not be unreasonably withheld or delayed) must be obtained
prior to settling any such third party Claim. The Indemnified Party shall
provide the Indemnifying Party with such information as the Indemnifying Party
shall reasonably request to defend or resolve any such third party Claim and
shall otherwise cooperate with the Indemnifying Party in the defense or
resolution of any such third party Claim. If the Indemnifying Party does not
accept financial responsibility for the third party Claim or fails to defend
against the third party Claim that is the subject of a Notice under this
Section 16(c) within thirty (30) days of receiving such Notice (or
sooner if the nature of the third party Claim so requires), or otherwise
contests its obligation to indemnify the Indemnified Party in connection
therewith, the Indemnified Party may, upon providing Notice to the Indemnifying
Party, pay, compromise or defend such third party Claim. In the latter event,
the Indemnified Party, by proceeding to defend itself or settle the matter,
does not waive any of its rights hereunder to later seek indemnification from
the Indemnifying Party. Except as set forth in this Section 16(c), the
Indemnified






36











 






	 	 	 	Party shall not enter into any settlement or other compromise
or Consent to a judgment with respect to a third party Claim as to which the
Indemnifying Party has an indemnity obligation hereunder without the prior
Consent of the Indemnifying Party (which may not be unreasonably withheld or
delayed), and the entering into of any settlement or compromise or the Consent
to any judgment in violation of the foregoing shall constitute a waiver by the
Indemnified Party of its right to indemnity hereunder to the extent the
Indemnifying Party is prejudiced thereby. Any Indemnifying Party shall be
subrogated to the rights of the Indemnified Party to the extent that the
Indemnifying Party pays for any loss, damage or expense suffered by the
Indemnified Party hereunder. Notwithstanding anything contained in this
Section 16(c) to the contrary, Contractor and American shall cooperate
in the defense of any Claim imposed jointly against them.






	 	(d)	 	Each Party shall bear full responsibility for its employer’s
liability and workers’ compensation liability to its own officers, directors,
employees or agents on account of injury or death resulting from or sustained
in the performance of their respective service under this Agreement. Each
Party, with respect to its own employees, hereby accepts full and exclusive
liability for the payment of workers’ compensation and employer’s liability
insurance premiums with respect to such employees, and for the payment of all
taxes, contributions or other payments for unemployment compensation or old age
benefits, pensions or annuities now or hereafter imposed upon employers by any
Governmental Authority, including state, local or foreign, with respect to such
employees measured by the wages, salaries, compensation or other remuneration
paid to such employees, or otherwise, and each Party further shall make such
payments and to make and file all reports and returns, and to do everything to
comply with the laws imposing such taxes, contributions or other payments.






	 	(e)	 	Notwithstanding any other provision of this Agreement (other
than Section 39 as applicable to Executive), Eagle and Executive shall
be jointly and severally responsible for the performance of any obligations
required to be performed by Contractor and shall be jointly and severally
liable for any of their respective obligations under this Agreement, whether to
be performed individually or jointly.





     17. Insurance.




	 	(a)	 	Throughout the Term, in addition to any insurance required to
be maintained by Contractor or Eagle Holding on behalf of Contractor by any
applicable Airport Operator or Governmental Authority, Contractor shall
maintain, or cause to be maintained, in full force and effect policies of
insurance with insurers of recognized reputation and responsibility, in each
case to the extent available and of the type usually carried by corporations
engaged in the same or similar business, similarly situated and providing
similar ground handling services and covering risks of the kind customarily
insured, as follows:






	 	(i)	 	Commercial General Liability insurance,
including airport liability, comprehensive general liability (including
premises, products and completed operations, contractual liability and
personal injury coverage) and automobile liability covering all Ground
Handling Services




37









 












	 	 	 	performed by Contractor under this Agreement, including the
ownership, operation or use of all licensed and unlicensed vehicles
used at each Station. Such coverage shall be in an amount of not
less than $***** bodily injury and property damage combined, with
$***** annual aggregate in respect of personal injury.






	 	(ii)	 	Automobile liability insurance covering all
owned, non-owned, leased and hired vehicles with policy limits of not
less than $***** combined single limit per occurrence.






	 	(iii)	 	Workers’ compensation providing the statutory
coverage required by the appropriate jurisdiction and employer’s
liability with a limit of not less than ***** each accident for bodily
injury by accident or ***** each employee for bodily injury by disease.






	 	(iv)	 	Other property and liability insurance
coverages (including, without limitation, property damage liability
insurance, exclusive of any manufacturer’s product liability insurance)
of the types and in the amounts that would be considered reasonably
prudent for a business organization of Contractor’s size and nature
that perform similar ground handling services, under the insurance
market conditions in effect at the time of placement, but in any event
of the type and the amount that American may reasonably require to
prevent or minimize a disruption in the provision of Ground Handling
Services resulting from a casualty or liability incident related to any
of Contractor’s operations.






	 	(v)	 	All coverages described in this Section
17 shall be placed with deductibles reasonably prudent for a
business organization of Contractor’s size and nature, under the
insurance market conditions in effect at the time of placement.






	 	(b)	 	Contractor shall cause the liability policies described in
Section 17(a) to be duly and properly endorsed by Contractor’s
insurance underwriters as follows:






	 	(i)	 	To provide that the underwriters shall waive
subrogation rights against American, except for its gross negligence or
willful misconduct;






	 	(ii)	 	To provide that American and its Affiliates
shall be named as additional insured parties;






	 	(iii)	 	To provide that such insurance shall be
primary to and without right of contribution from any other insurance
which may be available to the additional insureds;






	 	(iv)	 	To include a “breach of warranty” provision in
favor of the additional insureds insuring their interest regardless of
any breach or violation by







 




			
	*	 	THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES
AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24B-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO
SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED
FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED
PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.




38









 











	 	 	 	Contractor of any warranties, declarations or conditions contained in
such insurance policies; and






	 	(v)	 	With respect to all of the insurance policies
described in Section 17(a), to provide that such policies shall
not be canceled, terminated or the limits or coverage required
hereunder be reduced (adverse change) until thirty (30) days after
receipt by American of Notice from such insurers of such cancellation,
termination or reduction (but seven (7) days or such lesser period
after Notice shall have been sent to American if the cancellation or
adverse change is a result of Contractor’s failure to pay the
applicable workers compensation or property insurance premiums).






	 	(c)	 	On the Effective Date and on each anniversary during the Term,
Contractor shall furnish to American a certificate of insurance certifying that
such insurance and endorsements are in full force and effect. If Contractor
fails to acquire or maintain insurance as herein provided, then American may at
its option secure such insurance on Contractor’s behalf and Contractor shall
take all actions requested or directed by American and cooperate with American
in connection with obtaining or maintaining such coverage.





     18. Dispute Resolution and Meet and Confer.




	 	(a)	 	Except as specifically provided in Section 19 hereof,
prior to, and in certain circumstances (as specified in this Section
18) in lieu of, any Party’s right to seek any remedy in a court of
competent jurisdiction, the Parties hereby agree that they shall resolve any
dispute, claim or controversy arising out of or relating to this Agreement or
the breach, termination, enforcement, interpretation or validity thereof (each
a “Dispute”) as follows.






	 	(b)	 	Following any Notice provided by American or Contractor with
respect to any (i) increase or reduction to Base Rates in accordance with
Section 4(e); (ii) additional costs and expenses to be charged to
American in accordance with Section 14(a)(ii); (iii) fees to be charged
to Contractor in accordance with subsection (g) of Schedule 3; or (iv)
increase to Base Rates in accordance with Section 2(b) of the
applicable Station Exhibit, American and Contractor shall resolve the foregoing
in accordance with the following procedures:






	 	(i)	 	The Parties shall comply with the meet and
confer procedures set forth in Section 18(f) hereof.






	 	(ii)	 	If American’s and Contractor’s Representatives
fail to reach an agreement on any such increase or reduction to Base
Rates or any such fees pursuant to Section 18(f) within thirty
(30) days after the Notice provided under Section 18(f), then
American and Contractor shall each select an outside independent
auditor (which may be their own outside independent auditors) to
promptly meet and confer to resolve the disputed amounts and the
procedures for implementing any such resolution.






	 	(iii)	 	If such auditors fail to reach an agreement
within thirty (30) days following the date of the first meeting of the
auditors, such outside




39









 












	 	 	 	independent auditors shall promptly meet and confer to select one
other outside independent auditor who will actually resolve the
disputed amounts and the procedures for implementing any such
resolution in accordance with the provisions hereof within ten (10)
days thereafter.






	 	(c)	 	With respect to any Disputes relating to any invoice or billing
matter, American and Eagle shall in good faith use commercially reasonable
efforts to resolve such Dispute as follows:






	 	(i)	 	Within thirty (30) days following the receipt
of any bill or invoice, either American or Eagle, as the case may be,
if disputing such bill or invoice, shall provide Notice to the other of
the amount in question and submit payment for all amounts not in
Dispute as set forth in the bill or invoice in accordance with
Schedule 1.






	 	(ii)	 	If American and Eagle have not resolved the
Dispute within ten (10) days of Notice of such a Dispute, then American
and Eagle shall submit the Dispute to a mutually agreed upon
independent auditor for prompt resolution. The costs and expenses
associated with such independent auditor shall be borne equally by
American and Eagle.






	 	(iii)	 	If the amount of the Dispute is equal to or
less than *****, the decision of the independent auditor shall be
binding on all Parties for all purposes hereof and shall not be subject
to further objection or appeal, including pursuant to any other
provision set forth in this Article XIV or otherwise.






	 	(iv)	 	If the amount of the Dispute exceeds *****,
then either American or Eagle may within ten (10) days following the
decision of the independent auditor, implement the following:






	 	(1)	 	Either American or Eagle may give
Notice to the Representatives of American and Eagle of the
Dispute, which Notice shall identify the Dispute to be
discussed. The designated Representatives shall meet as promptly
as possible to negotiate in good faith to resolve the Dispute.






	 	(2)	 	If the Representatives do not
resolve the Dispute within ten (10) days following the date of
the Notice specified in subparagraph (1) above or such longer
period as may be mutually agreed to by the Representatives, then
the Dispute shall be referred (by either or both of the
Representatives) to American’s Vice President of Network
Planning and Eagle’s Chief Financial Officer for resolution.






	 	(3)	 	The Vice President of Network
Planning of American and the Chief Financial Officer of Eagle
shall meet within ten (10) days







 




			
	*	 	THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES
AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24B-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO
SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED
FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED
PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.




40









 











	 	 	 	following any referral to them by either of the
Representatives and negotiate in good faith to resolve the
Dispute.






	 	(4)	 	If the Vice President of Network
Planning of American and the Chief Financial Officer of Eagle
are unable to resolve the Dispute within such specified period,
then either may refer the Dispute to the Senior Vice President
of Marketing and Planning of American and the Chief Executive
Officer of Eagle and they shall meet as promptly as possible to
negotiate in good faith to resolve the Dispute.






	 	(5)	 	Failure to resolve the billing or
invoice Dispute with thirty (30) days following any referral to
the Senior Vice President of Marketing and Planning of American
and the Chief Executive Officer of Eagle shall give either
American or Eagle the right to seek applicable remedies under
this Agreement in a court of competent jurisdiction.






	 	(v)	 	The Parties agree to continue to perform their
respective obligations under this Agreement while a billing or invoice
Dispute is being resolved pursuant to this Section 18(c).






	 	(vi)	 	In the event there is no officer holding the
title Vice President of Network Planning or the Senior Vice President
of Marketing and Planning at American, then the duties under this
Section 18(c) shall be performed by an executive performing
similar duties and functions.






	 	(d)	 	With respect to any other Disputes, the Parties hereto agree
that, except as provided in Section 19 below, before seeking any remedy
in a court of competent jurisdiction, the following procedures shall apply:






	 	(i)	 	The Parties shall comply with the meet and
confer procedures set forth in Section 18(f) hereof.






	 	(ii)	 	If the Parties’ Representatives are not able to
resolve the Dispute pursuant to Section 18(f) within ten (10)
days of the Notice provided under Section 18(f), or such longer
period as may be mutually agreed to by the Representatives, then the
Dispute shall be referred (by either or both of the Representatives) to
the Vice President of Network Planning of American and the Chief
Financial Officer of Eagle.






	 	(iii)	 	The Vice President of Network Planning of
American and the Chief Financial Officer of Eagle shall meet within ten
(10) days following any referral to them by either of the
Representatives and negotiate in good faith to resolve the Dispute.






	 	(iv)	 	If the Vice President of Network Planning of
American and the Chief Financial Officer of Eagle are unable to resolve
the Dispute within such specified period, then either may refer the
Dispute to the Senior Vice President of Marketing and Planning of
American and the Chief




41









 












	 	 	 	Executive Officer of Eagle and they shall meet as promptly as
possible to negotiate in good faith to resolve the Dispute.






	 	(v)	 	Failure to resolve the Dispute with thirty (30)
days following any referral to the Senior Vice President of Marketing
and Planning of American and the Chief Executive Officer of Eagle shall
give either Party the right to seek applicable remedies under this
Agreement in a court of competent jurisdiction.






	 	(vi)	 	The Parties agree to continue to perform their
respective obligations under this Agreement while a Dispute or issue is
being resolved pursuant to this Section 18(d).






	 	(vii)	 	In the event there is no officer holding the
title Vice President of Network Planning or the Senior Vice President
of Marketing and Planning at American, then the duties under this
Section 18(d) shall be performed by an executive performing
similar duties and functions.






	 	(e)	 	The Parties agree to continue to perform their respective
obligations under this Agreement while a Dispute or issue is being
resolved pursuant to this Section 18.






	 	(f)	 	To the extent that this Agreement requires that the Parties
meet and confer in any circumstance, any Party may give Notice to both Parties’
Representatives of the issue or matter to be discussed and, except to the
extent another representative of a Party is designated in accordance with the
terms of this Agreement, the Parties’ Representatives shall meet within ten
(10) days to promptly negotiate in good faith. The Parties agree to continue to
perform their respective obligations under this Agreement while the matter or
issue is being resolved pursuant to this Section 18.





     19. Equitable Remedies. Notwithstanding the provisions of Section 18 hereof,
American and Contractor each hereby acknowledge and agree that if the rights of a Party may be
materially and irreparably harmed by actions to be taken or taken by another Party, in addition to
its rights under this Agreement, a Party may apply to any court of law or equity of competent
jurisdiction of the United States District Court for the Northern District of Texas and, if such
court does not have jurisdiction, of the courts of the State of Texas in Tarrant County for
specific performance and/or other injunctive relief in order to enforce or prevent any breach of
this Agreement or enjoin other such action being taken or proposed to be taken by the other Party.



     20. Notices.




	 	(a)	 	All Notices, Consents or amendments under this Agreement shall
be in writing and shall be deemed given to American or Contractor, as the case
may be, upon (i) confirmation of receipt of a delivery in person, (ii) a
transmitter’s confirmation of a receipt of a facsimile or e-mail transmission
(but only if followed by confirmed delivery the following Business Day (a) by a
nationally recognized overnight courier or (b) by hand), or (iii) confirmed
delivery by a nationally recognized overnight courier, to the Parties at the
following addresses:








42









 





If to American, to:





American Airlines, Inc.

4333 Amon Carter Blvd.

Mail Drop 5675

Ft. Worth, TX 76155

Attn: Corporate Secretary

Facsimile No.:                      

Telephone No.:                    

                                        



If to Eagle, Executive or Contractor, to:



American Eagle Airlines, Inc.

4333 Amon Carter Blvd.

Mail Drop 5494

Ft. Worth, TX 76155

Attn: General Counsel

Facsimile No.:                      

Telephone No.:                    

                                        



Executive Airlines, Inc.

4333 Amon Carter Blvd.

Mail Drop 5494

Ft. Worth, TX 76155

Attn: General Counsel

Facsimile No.:                      

Telephone No.:                    

                                        



And if to American pursuant to Section 25(b), a copy of such Notice
shall also be provided to:



American Airlines, Inc.

4333 Amon Carter Blvd.

Mail Drop 5675

Ft. Worth, TX 76155

Attn: Corporate Communications Department

Facsimile No.:                     

Telephone No.:                    

                                        

and



American Airlines, Inc.

4333 Amon Carter Blvd.

Ft. Worth, TX 76155

Attn: Director of Regional Network Planning

Facsimile No.:                      

Telephone No.:                    

                                            



or, in each case, to such other address as a Party may have furnished to the other Party by a
Notice in accordance with this Section 20.







43









 









	 	(b)	 	If any Notice is made or required to be given to American
regional managers in accordance with this Agreement or any applicable Station
Exhibit, any such Notice shall be addressed to the regional manager at the
specific Station in accordance with the address specified on the applicable
Station Exhibit. Any such Notice shall be deemed given upon delivery (i) by a
nationally recognized overnight courier or (ii) by hand, and in each case, a
copy of such Notice shall also be provided to American in accordance with the
provisions of (a) above.






	 	(c)	 	Where in this Agreement the words “request,” “directed,”
“inform,” “furnish” or “approved” or similar phrases, expressions or
derivatives thereof are used rather than the terms Notice or Consent, such
instruction to receive such communication shall be sufficient if done orally
(and not in writing) (each a “Communication”) so long as it is provided
(i) in accordance with past practices or, if there are no past practices, in
accordance with customary industry practices, (ii) the Person providing the
Communication reasonably believes that the Person receiving such Communication
is authorized to receive such Communication and (iii) the Person receiving such
Communication reasonably believes the Person providing such Communication has
the apparent or actual authority to undertake the action in question.





     21. Binding Effect and Assignment. The terms and conditions of this Agreement shall inure
to the benefit of and be binding and enforceable upon the Parties and their respective successors
and permitted assigns. Except with respect to (i) a merger, reorganization, or consolidation of
American with or into another Person, (ii) an assignment of this Agreement or any rights pertaining
thereto, in whole or in part, by American to an Affiliate, (iii) a transaction, or series of
transactions, by American involving the sale, pledge, lease, transfer or exchange of substantially
all of the assets of American, or (iv) any pledge or creation of any security interest in
American’s rights under this Agreement, neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any Party without the prior Consent of the other Party.
In the event of (iii) above, Contractor shall be deemed to have released (without further action on
the part of Contractor) American from any and all duties, obligations and liabilities (including
assignor liability) arising under this Agreement after the date of assignment.



     22. Amendment and Modification. This Agreement may not be amended or modified in any
respect except by a written agreement signed by both of the Parties, except that notwithstanding
the foregoing, American and Eagle may modify the Ground Handling Services provided at a Station and
the Base Rate at any such Station.



     23. Waiver. The performance of any term of this Agreement may be waived (either generally
or in a particular instance and either retroactively or prospectively) by the Party entitled to
enforce such term, but such waiver shall be effective only if it is in writing signed by the Party
against which such waiver is to be asserted. Unless otherwise expressly provided in this Agreement,
no delay or omission on the part of any Party in exercising any right or privilege under this
Agreement shall operate as a waiver thereof, nor shall any waiver on the part of any Party of any
right or privilege under this Agreement operate as a waiver of any other right or privilege under
this Agreement nor shall any single or partial exercise of any right or privilege preclude any
other or further exercise thereof or the exercise of any other right or privilege under this
Agreement.



     24. Interpretation; Conflicts with this Agreement. The table of contents and the section
and other headings and subheadings contained in this Agreement and in the exhibits and schedules
hereto are solely for the purpose of reference, are not part of the agreement of the Parties, and
shall not in any way affect the meaning or interpretation of this Agreement or any exhibit or
schedule hereto. All references to



44









 




days, months or years shall be deemed references to calendar days, months or years. All
references to “$” shall be deemed references to United States dollars. Unless the context otherwise
requires, any reference to a “Section,” “Schedule” or an “Exhibit” shall be deemed to refer to a
section of this Agreement or an exhibit or schedule to this Agreement, as applicable. The words
“hereof,” “herein” and “hereunder” and words of similar import referring to this Agreement refer to
this Agreement as a whole and not to any particular provision of this Agreement. Whenever the words
“include,” “includes” or “including” are used in this Agreement, unless otherwise specifically
provided, they shall be deemed to be followed by the words “without limitation.” This Agreement
shall be construed without regard to any presumption or rule requiring construction or
interpretation against the Party drafting or causing the document to be drafted. With regard to
all dates and time periods set forth or referred to in this Agreement, time is of the essence. In
the event of an express conflict in the terms of this Agreement and any Station Exhibit with
respect to a specific Station, with respect to such Station only, the provisions of the applicable
Station Exhibit shall control in all respects.




     25. Confidentiality and Public Communications.




	 	(a)	 	Except as required by any law, rule or regulation of a
Governmental Authority, stock exchange listing requirement, or in any
proceeding to enforce the provisions of this Agreement, American and Contractor
agree not to publicize or disclose to any third party any Confidential
Information, the terms or conditions of this Agreement, any Ancillary Agreement
or any exhibit, schedule or appendix hereto or thereto, without the prior
Consent of the other Party, except that a Party may disclose such information
as to its third-party consultants, advisors and representatives, in each case,
that have agreed to keep such information confidential; it being understood
that American or Contractor, as the case may be, shall be responsible for any
such third party. Except as required by any law, rule or regulation of a
Governmental Authority, stock exchange listing requirement, or in any
proceeding to enforce the provisions of this Agreement or any Ancillary
Agreement, American and Contractor agree (x) not to disclose to any third party
any Confidential Information without the prior Consent of the Party providing
such Confidential Information, except that a Party may disclose such
information to its third-party consultants, advisors and representatives, in
each case, that have agreed to keep such Confidential Information confidential,
and (y) not to use any such Confidential Information of the other Party other
than in connection with performing their respective duties and obligations or
enforcing their respective rights and privileges under this Agreement, or as
otherwise expressly contemplated by this Agreement. If any Party is served
with a subpoena or other process requiring the production or disclosure of any
Confidential Information, then the Party receiving such subpoena or other
process, before complying with such subpoena or other process, shall promptly
provide Notice to the other Party of same and permit said other Party a
reasonable period of time to intervene and contest disclosure or production,
but only to the extent such Party is able to do so and still comply with any
law, rule or regulation of a Governmental Authority or any stock exchange
listing requirement. Upon any termination of this Agreement, each Party must,
at the written request of the other Party, return or destroy Confidential
Information received from the other Party or derived from the IT Equipment
which is still in the recipient’s possession or control and certify its
compliance with such written request; provided, that (i) the recipient’s legal
counsel may retain a single
archival copy of such information only for evidentiary purposes, and (ii)
the recipient shall not be required to delete information from back-up or
archival




45









 












	 	 	 	electronic storage; provided further, that such retained
Confidential Information shall continue to be held confidential pursuant to
the terms hereof. This Section 25 shall survive the termination of
this Agreement for a period of ten (10) years; provided, that personally
identifiable information shall remain subject to this Section 25 in
perpetuity.






	 	(b)	 	In connection with, and to the extent relating to providing
Ground Handling Services or the performance or continued performance of this
Agreement, any planned communication (whether written or oral): (i) of
Confidential Information as may be required by any law, rule or regulation of a
Governmental Authority or any stock exchange; or (ii) with the press, other
public media, any Governmental Authority, or civic officials, including those
involving any accidents, incidents or Labor Disputes, each of American and
Contractor shall provide Notice of such planned communication to the other
Party as reasonably as possible prior thereto in accordance with Section
20. If requested in writing by a Party in connection with any such Notice
and if reasonably practicable given the timing of the communication and the
circumstances thereof, the other Party shall provide copies of any such planned
communication if in writing, or a summary of the planned communication if oral,
(other than documents that such other Party reasonably believes are subject to
an attorney-client privilege or a confidentiality agreement). Further, in the
case of any planned communication required by any law, rule or regulation of a
Governmental Authority or any stock exchange, each Party shall endeavor to
limit the planned communication to that information that it is required to
disclose and provide prompt Notice to the other Party prior to any meetings
involving any Governmental Authority that such Party could reasonably expect to
impact the Contractor’s performance of the Ground Handling Services or result
in media coverage relating thereto. Nothing contained herein shall limit the
right of any Party to disclose information which is not confidential or is
required or appropriate in response to emergencies or other events that require
immediate action.





     26. Data Security.




	 	(a)	 	Where Contractor stores or processes American Data, Contractor
shall and shall cause the Contractor Agents to establish and maintain a secure
environment for all American Data and any hardware and software (including
servers, network and data components) to be provided or used by Contractor to
store or process American Data. Contractor represents that the security
measures it takes in performance of its obligations under this Agreement are,
and will at all times remain, consistent with the following (collectively
referred to herein as “Security Best Practices”): (i) Privacy & IT
Security Best Practices (as defined by ISO 27001) or a mutually agreed
equivalent, such agreement to not be unreasonably withheld; (ii) the security
requirements, obligations, specifications and event reporting procedures set
forth in Exhibit A; and (iii) any security requirements, obligations,
specifications and/or event reporting procedures provided by American in
writing from time to time. Failure by Contractor to comply with Security Best
Practices in fulfilling its obligations hereunder shall constitute a breach of
this Agreement. Additionally, for contracts entered into, amended or extended
following the Effective Date, Contractor shall contractually require any
Contractor Agents with access to American Data to adhere to such Security
Best Practices as applicable to their access to the American Data.
Notwithstanding the




46









 












	 	 	 	foregoing, Contractor will not be in violation of this
Section 26(a) if the violation is caused by systems or services
provided by American to Contractor, or of clause (i) of this Section
26(a), if the violation is caused by a system owned or licensed and used
by Contractor as of the Effective Date that is not consistent with Privacy &
IT Security Best Practices as of the Effective Date but only so long as such
system is used or until any contract for use of such system is amended,
extended or otherwise modified.






	 	(b)	 	American (or its designated representatives) shall have the
right, at its own cost (subject to Section III of Schedule 1), on an
annual basis or more frequently as reasonably requested by American to conduct
an audit to verify that Contractor is complying with its obligations under this
Section 26(b). Contractor will cooperate with American in conducting
any such audit, and shall allow American reasonable access, during normal
business hours and upon reasonable Notice, to all pertinent records,
documentation, computer systems, data, personnel and processing areas as
American deems necessary to accurately and effectively complete such audit.
American will take reasonable steps to ensure that such audit will not
materially impact Contractor’s business or operations. Contractor shall
promptly correct any deviations from Security Best Practices that are
identified in any security audit.






	 	(c)	 	If Contractor or a Contractor Agent discovers or is notified of
a breach or potential breach of security relating to the American Data, then
Contractor shall immediately (i) provide Notice to American of such breach or
potential breach and (ii) if the applicable American Data was in the possession
of Contractor or the Contractor Agents at the time of such breach or potential
breach, Contractor (y) shall investigate and remediate with American’s
reasonable assistance the effects of the breach or potential breach (such
remediation to include restoring data to the last data back-up) and (z) shall
provide American with assurance reasonably satisfactory to American that the
likelihood of a recurrence of such breach or potential breach has been
appropriately reduced. If Contractor breaches this Section 26(c), then
American shall have the right to require Contractor to reimburse American for
actual out-of-pocket costs and expenses of printing and mailing notification
letters required by any law, rule or regulation of a Governmental Authority
incurred by American or its Affiliates due to such breach and any credit
monitoring services offered by American or any Affiliate in relation to the
breach.






	 	(d)	 	If American or an American Agent discovers or is notified of a
breach or potential breach of security relating to the Contractor Data, then
American shall immediately (i) provide Notice to Contractor of such breach or
potential breach and (ii) if the applicable Contractor Data was in the
possession of American or the American Agents at the time of such breach or
potential breach, American (y) shall investigate and remediate with
Contractor’s reasonable assistance the effects of the breach or potential
breach (such remediation to include restoring data to the last data back-up)
and (z) shall provide Contractor with assurance reasonably satisfactory to
Contractor that the likelihood of a recurrence of such breach or potential
breach has been appropriately reduced. If American breaches this Section
26(d), then Contractor shall have the right to require American to
reimburse Contractor for actual out-of-pocket costs and expenses of printing
and mailing notification letters required by any law, rule or regulation of
a




47









 












	 	 	 	Governmental Authority incurred by Contractor or its Affiliates due to
such breach and any credit monitoring services offered by Contractor or any
Affiliate in relation to the breach.





     27. Ownership and Use of Data.




	 	(a)	 	American Data.






	 	(i)	 	All American Data is, or upon creation will be,
and will remain the property of American and all right, title and
interest in and to any American Data, including intellectual property
rights to American Data, will be solely owned by American. Contractor
(and upon creation will be deemed to) irrevocably assigns, transfers
and conveys, and will cause the Contractor Agents to assign, transfer
and convey, to American without further consideration all of its and
their right, title and interest in and to the American Data. Upon
request by American, Contractor will execute and deliver, and will
cause the Contractor Agents to execute and deliver, any documents or
take any other actions that may be reasonably necessary or desirable
under any law, rule or regulation of a Governmental Authority to
evidence, preserve, or enable American or an American Affiliate to
enforce, its rights hereunder with respect to the American Data.
American Data shall be subject to the terms and restrictions in this
Agreement.






	 	(ii)	 	Except as otherwise provided in this Agreement,
without American’s approval (in its sole discretion), the American Data
may not be (1) used by Contractor or Contractor Agents; (2) sold,
assigned, leased or otherwise provided to third parties by Contractor
or Contractor Agents; or (3) commercially exploited by or on behalf of
Contractor or Contractor Agents unless such American Data is otherwise
public. Contractor may access and use and may permit Contractor Agents
to access and use the American Data (A) only as necessary to provide
the Ground Handling Services to American, (B) for its own internal
analyses conducted by or on behalf of Contractor, (C) as necessary to
comply with the laws, rules and regulations of Governmental
Authorities, and (D) for any other purpose for which American may
provide advanced written approval (e-mail shall not suffice) in
accordance with this Agreement (collectively “Permitted Uses”).
American Data shall not be used or accessed by Contractor or
Contractor’s affiliates or agents for any other purposes, and
specifically shall not be without American’s prior written approval in
each instance (i) re-distributed or displayed via web sites or services
(including, for example, through white label web sites), or (ii)
disclosed, sold, assigned, leased or licensed or otherwise provided or
made available to any third parties. Except for the Permitted Uses,
Contractor may not edit, modify, create derivatives, combinations or
compilations of, combine, associate, synthesize, reverse engineer,
reproduce, display, distribute, disclose, or otherwise process American
Data. In addition, for clarity, Contractor must not directly or
indirectly engage in any of the following activities: (x) use or
disclosure of
American Data in a way that may adversely affect American, including
any use by or disclosure to other airlines, or (y) any kind of




48









 












	 	 	 	commercialization, marketing, advertising, licensing or resale that
is based on American Data (e.g., targeted advertising to consumers
based on the American Marks). Nothing in this Agreement conveys any
rights or interest in the American Data to Contractor.






	 	(iii)	 	With respect to Flight Status Data and the
Eagle Flight Status Data subset,






	 	(1)	 	Contractor may use and disclose
the Flight Status Data as necessary to provide the Ground
Handling Services to American;






	 	(2)	 	Contractor may use and disclose
Eagle Flight Status Data as necessary for customary
non-commercial industry uses consistent with Contractor’s
practices prior to the Effective Date;






	 	(3)	 	Contractor may use and disclose
Eagle Flight Status Data in its own internal business
operations; and






	 	(4)	 	Contractor may use the Eagle
Flight Status Data internally to generate statistics derived
from the Eagle Flight Status Data and disclose such statistics
as a regional airline customarily discloses about its flights
for mainline airlines, including in connection with proposals to
obtain additional business from other airlines; provided that in
no event may Contractor disclose all or individual parts of the
Flight Status Data, except as otherwise permitted herein.






	 	(iv)	 	Following the expiration or termination of this
Agreement, Contractor and Contractor Agents shall, at American’s
election, return or dispose of all American Data in their possession.
Notwithstanding the foregoing, Contractor may (a) retain a copy of
those parts of the American Data that Contractor is required to retain
in order to comply with the laws, rules and regulations of Governmental
Authorities, (b) retain the Schedule Data solely for use in
Contractor’s own internal business operations, (c) retain that part of
the American Data that is technologically impractical to return or
destroy, (d) retain and internally use those portions of American Data
contained within compilations, reports, summaries or aggregations that
were prepared for Contractor’s internal use, and (e) may retain
American Data that is public. Further, Contractor shall not be required
to delete American Data from back-up or archival electronic storage.
This Section 27(a) shall survive the termination of this
Agreement and/or of the provision of Ground Handling Services and shall
apply to any American Data retained by Contractor or any Contractor
Agents.






	 	(b)	 	Contractor Data.






	 	(i)	 	All Contractor Data is, or upon creation will
be, and will remain the property of Contractor and its Affiliates, and
all right, title and interest in
and to any Contractor Data, including intellectual property rights to
Contractor Data, will be solely owned by Contractor and its
Affiliates.




49









 












	 	 	 	American (and upon creation will be deemed to)
irrevocably assigns, transfers and conveys, and will cause the
American Agents to assign, transfer and convey, to Contractor or a
designated Affiliate of Contractor without further consideration all
of its and their right, title and interest in and to the Contractor
Data. Upon request by Contractor, American will execute and deliver,
and will cause the American Agents to execute and deliver, any
documents or take any other actions that may be reasonably necessary
or desirable under any law, rule or regulation of a Governmental
Authority to evidence, preserve, or enable Contractor or a Contractor
Affiliate to enforce, its rights hereunder with respect to the
Contractor Data. Contractor Data shall be subject to the terms and
restrictions in this Agreement.






	 	(ii)	 	Except as otherwise provided in this Agreement,
without Contractor’s approval (in its sole discretion), the Contractor
Data may not be (A) used by American or the American Agents; (B) sold,
assigned, leased or otherwise provided to third parties by American or
the American Agents; or (C) commercially exploited by or on behalf of
American or the American Agents; unless such Contractor Data is
otherwise public. Contractor Data shall not be used or accessed by
American or American Affiliates or agents for any other purposes, and
specifically shall not be without Contractor’s prior written approval
in each instance (1) re-distributed or displayed via web sites or
services or (2) disclosed, sold, assigned, leased or licensed or
otherwise provided or made available to any third parties. American
may not edit, modify, create derivatives, combinations or compilations
of, combine, associate, synthesize, reverse engineer, reproduce,
display, distribute, disclose, or otherwise process Contractor Data.
In addition, for clarity, American must not directly or indirectly
engage in any of the following activities: (x) use or disclosure of
Contractor Data in a way that may adversely affects Contractor,
including any use by or disclosure to other airlines, or (y) any kind
of commercialization, marketing, advertising, licensing or resale that
is based on Contractor Data. Nothing in this Agreement conveys any
rights or interest in the Contractor Data to American.






	 	(iii)	 	Following the expiration or termination of
this Agreement, American and American Agents shall, at Contractor’s
election, return or dispose of all Contractor Data in their possession.
Notwithstanding the foregoing, American may (A) retain a copy of those
parts of the Contractor Data that American is required to retain in
order to comply with the laws, rules and regulations of Governmental
Authorities; (B) retain that part of the Contractor Data that is
technologically impractical to return or destroy; (C) retain and
internally use those portions of Contractor Data contained within
compilations, reports, summaries or aggregations that were prepared for
American’s internal use; and (D) may retain Contractor Data that is
public. Further, American shall not be required to delete Contractor
Data from back-up or archival electronic storage. This Section
27(b) shall survive the termination of this Agreement and/or of
the provision of Ground Handling Services and shall apply to any
Contractor Data retained by American or any American Agents.




50









 












	 	(c)	 	Jointly Owned Data.






	 	(i)	 	Subject to the other provisions of this
Agreement, all Jointly Owned Data is, or upon creation will be, and
will remain the undivided joint property of American and Contractor
American and Contractor agree that each may freely use for their own
internal business purposes. American and Contractor agree that Jointly
Owned Data shall not be used or accessed for any other purposes, and
specifically shall not be without the other Party’s prior written
approval in each instance (A) re-distributed or displayed via web sites
or services or (B) disclosed (except as permitted below in clause
(ii)), sold, assigned, leased or licensed or otherwise provided or made
available to any third parties. In addition, for clarity, neither
Party will directly or indirectly engage in any of the following
activities: (x) use or disclosure of Jointly Owned Data in a way that
may adversely affects the other Party, including any use by or
disclosure to other airlines, or (y) any kind of commercialization,
licensing or resale that is based on Jointly Owned Data. Each Party
(and upon creation will be deemed to) irrevocably assigns, transfers
and conveys, and will cause, in the case of American, the American
Agents, and in the case of Contractor, the Contractor Agents, to
assign, transfer and convey, to the other Party or a designated
Affiliate of such Party without further consideration a one-half
undivided interest in its and their right, title and interest in and to
the Jointly Owned Data. Upon request by a Party, the other Party will
execute and deliver, and will cause, in the case of American, the
American Agents, and in the case of Contractor, the Contractor Agents,
to execute and deliver, any documents or take any other actions that
may be reasonably necessary or desirable under any law, rule or
regulation of a Governmental Authority to evidence, preserve, or enable
such Party or an Affiliate to enforce, its rights hereunder with
respect to the Jointly Owned Data.






	 	(ii)	 	Notwithstanding the provisions of clause (i)
above:






	 	(1)	 	Each Party may use and disclose
the Jointly Owned Data as necessary to provide or receive the
Ground Handling Services;






	 	(2)	 	Each Party may use and disclose
Jointly-Owned Data as necessary for customary non-commercial
industry uses consistent with each respective Party’s practices
prior to the Effective Date (it being agreed that using such
data in connection with proposals to obtain additional business
from other airlines shall be deemed to be a use consistent with
Contractor’s past practice);






	 	(3)	 	Each Party may use and disclose
Jointly Owned Data in its own internal business operations; and






	 	(4)	 	The Parties may use and disclose
Jointly Owned Data as necessary to comply with the laws, rules
and regulations of Governmental Authorities.




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	 	 	 	Except as otherwise provided in this Agreement, without the other Party’s approval
(and such approval shall not unreasonably be withheld), the Jointly Owned Data may
not be (i) used in a manner contrary to the rights and permission granted in this
Agreement; (ii) sold, assigned, leased or otherwise provided to third parties by
either Party; or (iii) commercially exploited by or on behalf of either Party.






	 	(d)	 	In the event that a new category of data is identified or
created that Contractor believes should not be considered American Data, the
parties shall meet and confer in accordance with the provisions set forth in
Section 18(f) to determine whether such new category should remain as
American Data or become Contractor Data or Jointly Owned Data. In determining
whether such new category of data should remain as American Data or become
Contractor Data or Jointly Owned Data, the Parties will consider the nature of
the new category of data and the nature of the data in each existing category.








	 	(e)	 	Notwithstanding anything else to the contrary in this Agreement or any Ancillary Agreement,
including this Section 27 and the definitions of “American Data” and “Contractor
Data,” under this Agreement, (i) American, its Affiliates and American Agents shall not have
any interest in or right to, and Contractor shall own all interest and right to, any
invention conceived and reduced to practice from and after the Effective Date by Contractor,
its Affiliates or any Contractor Agent without the assistance, or not at the request or
suggestion, of American, its Affiliates or any American Agent, except to the extent such
invention is conceived or reduced to practice jointly with American, an Affiliate or any
American Agent, and (ii) Contractor, its Affiliates and Contractor Agents shall not have any
interest in or right to, and American shall own all interest and right to, any invention
conceived and reduced to practice from and after the Effective Date by American, its
Affiliates or any American Agent, except to the extent such invention is conceived or
reduced to practice jointly with Contractor, an Affiliate or any Contractor Agent; in each
of (i) and (ii), regardless of whether such invention was conceived and reduced to practice
using American Data or Contractor Data, respectively. For the avoidance of doubt,
Contractor shall not be deemed an Affiliate of American, and American shall not be deemed an
Affiliate of Contractor, for purposes of this
Section 27(e). With respect to
inventions conceived and reduced to practice by Contractor, its Affiliates or any Contractor
Agent from and after the Effective Date, with the assistance of or at the request or
suggestion of American, its Affiliates or any American Agent, and with respect to any
invention conceived or reduced to practice from and after the Effective Date jointly by
American, its Affiliates or any American Agent , on the one hand, and Contractor, an
Affiliate, or Contractor Agent, on the other hand, each of Contractor, its Affiliates or any
Contractor Agent, as applicable, and each of American, its Affiliates, or any American
Agent, as applicable, hereby does and upon creation shall be deemed to assign joint right,
title and interest in such invention to American or Contractor, as applicable, and American
and Contractor shall have the rights of Joint Ownership as defined herein with respect to
such invention.








     28. Cooperation With Respect to Reporting. Each Party shall use its commercially
reasonable efforts to cooperate with the other Party in providing necessary data, to the extent in
the possession of the first (1st) Party, required by such other Party to meet any reporting
requirements to, or otherwise in connection with any filing with or provision of information to be
made to, any regulatory agency, stock exchange or other Governmental Authority.



     29. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument. This Agreement may be executed by facsimile signature or portable document format
(pdf).



     30. Severability. Any provision of this Agreement that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof. Any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.



     31. Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York (excluding New York conflict of laws principles that might call
for the application of the law of another jurisdiction) as to all matters, including matters of
validity, construction, effect, performance and remedies.



     32. Entire Agreement; Conflicts with this Agreement. This Agreement and the Station
Exhibits embody the entire agreement between the Parties concerning the subject matter hereof and
such agreements terminate and supersede all prior or contemporaneous agreements, discussions,
undertakings and understandings, whether written or oral, express or implied, concerning the
subject matter hereof. The effectiveness of this Agreement shall not be deemed a waiver by either
Party of any disclosed or undisclosed breach, default, event of default or termination event under
such other agreements.



     33. Remedies Cumulative. The rights and remedies of the Parties are cumulative and not
alternative. Neither the failure nor any delay by either Party in exercising any right, power, or
privilege under this Agreement or the documents referred to in this Agreement will operate as a
waiver of such right, power, or privilege, and no single or partial exercise of any such right,
power, or privilege will
preclude any other or further exercise of such right, power, or privilege or the exercise of
any other right, power, or privilege.



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     34. Further Assurances. The Parties agree to take such further actions and execute and
deliver such other documents, certificates, agreements and other instruments as may be reasonably
necessary or desirable in order to implement the transactions contemplated by this Agreement.



     35. No Third Party Beneficiaries. Nothing in this Agreement or any Ancillary Agreement,
expressed or implied, is intended to confer upon any party, other than the Parties and their
respective permitted assigns, any rights, privileges, remedies, duties, obligations or liabilities
under or by reason of this Agreement and no person who is not a party to this Agreement may rely on
the terms hereof. Notwithstanding the foregoing, (a) each American Indemnified Party shall be a
third party beneficiary with respect to Section 16(a) hereof and shall have all of the
rights, benefits and privileges of a third party beneficiary with respect to Section 16(a)
hereof; and (b) each Contractor Indemnified Party shall be a third party beneficiary with respect
to Section 16(b) hereof and shall have all of the rights, benefits and privileges of a
third party beneficiary with respect to Section 16(b) hereof.



     36. Relationship of the Parties.




	 	(a)	 	Any Contractor employees and any Contractor Agents engaged in
providing any of the Ground Handling Services are employees, agents, and
independent contractors of Contractor for all purposes, and under no
circumstances will be deemed to be employees, agents or independent contractors
of American. In its performance under this Agreement, Contractor shall act,
for all purposes, as an independent contractor and not as an agent for
American. Notwithstanding the fact that Contractor has agreed to follow
certain procedures, instructions and standards of service of American pursuant
to this Agreement, American shall have no supervisory power or control over any
Contractor employees or any Contractor Agents engaged by Contractor in
connection with its performance hereunder, and all complaints or requested
changes in procedures made by American shall, in all events, be transmitted by
American to Contractor’s Representative. Except as otherwise provided in this
Agreement, nothing contained in this Agreement is intended to limit or
condition Contractor’s control over its operations or the conduct of its
business as a ground handling company, and Contractor and its principals assume
their risks of financial losses which may result from the operation of the air
services to be provided by Contractor hereunder.






	 	(b)	 	Any American employees and any American Agents engaged in
performing any of the acts American performs pursuant to this Agreement are
employees, agents and independent contractors of American for all purposes and
under no circumstances will be deemed to be employees, agents or independent
contractors of Contractor. Contractor shall have no supervision or control over
any such American employees or any American Agents and any complaint or
requested change in procedure made by Contractor shall be transmitted by
Contractor to American’s Representative. In its performance under this
Agreement, American shall act, for all purposes, as an independent contractor
and not as an agent for Contractor. Nothing contained in this Agreement is
intended to limit or condition American’s control over its operations or the
conduct of its business as an air carrier.






	 	(c)	 	Nothing in this Agreement shall be interpreted or construed as
establishing between the Parties a fiduciary relationship, partnership, joint
venture or other similar arrangement. Nothing in this Agreement authorizes
either Party to make




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	 	 	 	any contract, agreement, warranty, or representation on
the other’s behalf, or to incur any debt or obligation in the other’s name.





     37. Jurisdiction. Each Party irrevocably submits to the exclusive jurisdiction of the
United States District Court for the Northern District of Texas and, if such court does not have
jurisdiction, of the courts of the State of Texas in Tarrant County for the purposes of any suit,
action or other proceeding arising out of this Agreement or the subject matter hereof brought by
the other Party. To the extent permitted by applicable laws, rules or regulations of a Governmental
Authority, each Party waives and agrees not to assert, by way of motion, as a defense or otherwise,
in any such suit, action or proceeding, any claim (a) that it is not subject to the jurisdiction of
the above-named courts; (b) that the suit, action or proceeding is brought in an inconvenient
forum; or (c) that the venue of the suit, action or proceeding is improper. Each Party further
waives any right to a trial by jury.



     38. Limitation on Damages. EXCEPT TO THE EXTENT A PARTY MAY BE REQUIRED TO PAY IN
CONNECTION WITH ANY CLAIM FOR INDEMNIFICATION UNDER SECTION 16, NEITHER PARTY TO THIS
AGREEMENT NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ANY OF ITS AFFILIATES FOR
CLAIMS FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING
LOST REVENUES, LOST PROFITS OR LOST PROSPECTIVE ECONOMIC ADVANTAGE, ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, REGARDLESS OF WHETHER A CLAIM IS BASED ON
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, VIOLATION OF ANY APPLICABLE DECEPTIVE
TRADE PRACTICES ACT OR SIMILAR LAW, RULE OR REGULATION OF A GOVERNMENTAL AUTHORITY OR ANY OTHER
LEGAL OR EQUITABLE PRINCIPLE, AND EACH PARTY RELEASES THE OTHER AND ITS AFFILIATES FROM LIABILITY
FOR ANY SUCH DAMAGES. NEITHER PARTY SHALL BE ENTITLED TO RESCISSION OF THIS AGREEMENT AS A RESULT
OF BREACH OF THE OTHER PARTY’S REPRESENTATIONS, WARRANTIES, COVENANTS OR AGREEMENTS, OR FOR ANY
OTHER MATTER; PROVIDED, THAT NOTHING IN THIS SECTION 38 SHALL RESTRICT THE RIGHT OF EITHER
PARTY TO EXERCISE ANY RIGHT TO TERMINATE THIS AGREEMENT PURSUANT TO SECTION 12.



     39. Executive. To the extent that at any time during the Term hereof, Executive is no
longer providing Ground Handling Services under this Agreement, Executive shall be deemed released
from the terms and conditions hereof, except that the foregoing shall not apply to any prior
actions taken or not taken by Executive that may give rise to a claim of any American Indemnified
Party pursuant to Section 16 hereof.



     40. Survival of Certain Obligations. Except as set forth in the following sentence, all
representations, warranties, covenants and agreements of the Parties set forth herein shall
terminate and expire, and shall cease to be in full force and effect following the Term, or
following the termination of all Stations, whichever is first to occur. All covenants and
agreements of Eagle and Executive to American that contemplate actions to be taken or obligations
in effect after the Term, or following the termination of all Stations, shall survive the Term, or
the termination of all Stations, as the case may be, in accordance with the terms and to the extent
contemplated thereby, including those described in Sections 11, 12 and 16
through 40.



[Remainder of Page Intentionally Left Blank; Signature Page Follows]



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     IN WITNESS WHEREOF, the Parties have entered this Agreement effective as of the date set forth
above.



	 	 	 	 	 
	 	AMERICAN AIRLINES, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	AMERICAN EAGLE AIRLINES, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	EXECUTIVE AIRLINES, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 









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