exv10w5



 




Confidential treatment has been requested with respect to certain portions of this exhibit.

Omitted portions have been filed separately with the Securities and Exchange Commission.




Exhibit 10.5




PASSENGER

PRORATE AGREEMENT



AGREEMENT, effective the 1st day of October, 2006 by and between UNITED AIR LINES, INC., a Delaware
corporation with offices at 1200 E. Algonquin Road, Elk Grove Township, Illinois (“United”), and
Gulfstream International Airlines, with offices at 1815 Griffin Road Suite 400, Dania Beach,
Florida 33004 (“Gulfstream”).





	1.	 	Introduction: United and Gulfstream each provide air transportation services to the
public. When passengers traveling on a single itinerary are carried part way by United and
part way by Gulfstream, and both United and Gulfstream participate in the fare paid (hereafter
“Interline Travel”), United and Gulfstream will prorate the transportation charge for such
Interline Travel in accordance with applicable published tariffs and procedures and the terms
and conditions of this Agreement.






	2.	 	Interline Coupons: This Agreement governs only those passenger flight coupons that
are both:






	 	(i)	 	issued on the ticket stock of the validating carrier being either United or
Gulfstream, and
	 
	 	(ii)	 	regular “good for passage” flight coupons billed pursuant to the terms and
conditions of the Revenue Accounting Manual.






Such flight coupons are hereafter referred to as “Interline Coupons.” The fare shown on each
Interline Coupon is hereafter referred to as “Interline Revenue.”




	3.	 	Proration of Interline Revenue: United and Gulfstream will prorate the Interline
Revenue from those routes or segments specified in Attachment A & B. Revenue from Interline
Travel involving other air carriers, routes, or segments not specified on Attachment A & B,
will be prorated in accordance with the provisions of the prorate agreement applicable
thereto, if any, or else with the provisions of the Multilateral Prorate Agreement (“MPA”) and
deducted from the fare collected with the residual prorated in accordance with Attachment A &
B. Tickets issued by either party for travel on another air carrier over a segment specified
in Attachment A & B, and subsequently lifted by the other party hereto, will be prorated in
accordance with this Agreement. All fares are those prevailing on date of ticket issuance.
Applicable Discounts: children, infant and seaman’s unless stated otherwise in the
Attachment(s) to this agreement.






	4.	 	Settlement: Interline Coupons will be collected by United and Gulfstream and
presented for payment through the ACH Clearing House. Accounting settlement and payment of
Interline Revenue will be in accordance with the applicable procedures of the ACH Clearing
House, including adjustments for applicable interline service charges and UATP contractor
discount.






	5.	 	Term: This Agreement applies to Interline Coupons issued on or after October 1,
2006, and on or before September 30, 2007. This Agreement may be terminated by
either party at any time for convenience upon 30 days prior written notice to the other party.
Unless




 









 






	 	 	otherwise specified in Attachment A & B, this Agreement governs Interline Coupons issued
prior to expiration or earlier termination thereof.






	6.	 	Force Majeure/Delay: Neither party will be responsible for delays in performance
caused by acts of God or governmental authority, civil disorder or unrest, strikes or labor
disputes, or any other cause beyond the reasonable control of that party.






	7.	 	Indemnification: Each party (the “Indemnitor”) will indemnify the other party, its
officers, employees, and agents (collectively “Indernnitee(s)”) against and hold each
Indemnitee harmless from all claims, suits, judgments, losses, damages, or costs (including
reasonable attorneys’ fees and expenses) incurred by any Indemnitee as a result of claims by
third parties regarding: (a) injury to or death of any person or damage to or destruction of
any property resulting from the negligence of the Indemnitor or its officers, employees, or
agents in performing under this Agreement, except to the extent caused by the negligence of
any Indemnitee; or (b) the violation by the Indemnitor of any local, state, or federal law,
order, regulation, or rule applicable to this Agreement or to the parties’ performance
hereunder.





8.  Termination:




	 	A.	 	If either party (the “Defaulting Party”) fails to perform any of its duties or
obligations under this Agreement, and that failure continues for ten days after written
notice of such default from the other party, then this Agreement will terminate as of
the expiration date of such notice period, without prejudice to any other rights or
remedies the other party may have.
	 
	 	B.	 	If either party (the “Defaulting Party”) becomes insolvent; if the other party
(the “Insecure Party”) has evidence that the Defaulting Party is not paying its bills
when due without just cause; if a receiver of the Defaulting Party’s assets is
appointed; if the Defaulting Party takes any step leading to its cessation as a going
concern; or if the Defaulting Party either ceases or suspends operations for reasons
other than a strike, then the Insecure Party may immediately terminate this Agreement
on written notice to the Defaulting Party unless the Defaulting Party immediately gives
adequate assurance, satisfactory to the Insecure Party, of the future performance of
this Agreement. If bankruptcy proceedings are commenced with respect to the Defaulting
Party and if this Agreement has not otherwise terminated, then the Insecure Party may
suspend all further performance of this Agreement until the Defaulting Party assumes or
rejects this Agreement pursuant to #365 of the Bankruptcy Code or any similar or
successor provision. Any such suspension of further performance by the Insecure Party
pending the Defaulting Party’s assumption or rejection will not be a breach of this
Agreement and will not affect the Insecure Party’s right to pursue or enforce any of
its rights under this Agreement or otherwise.
	 
	 	C.	 	If any material provision of this Agreement is declared invalid by operation of
law, this Agreement will terminate ten days thereafter unless otherwise agreed in
writing by the parties.




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	9.	 	Waiver: No waiver by either party of any default or breach by the other party of any
provision of this Agreement will operate as or be deemed a waiver of any subsequent default or
breach.






	10.	 	Confidential Information: Except in any proceeding to enforce the provisions of this
Agreement, neither Party will disclose to any third party the financial terms of this
Agreement, the terms contained in Attachment A & B, or any other confidential information of
the other party, including orders, forecasts, financial or marketing plans or data, or any
data processing programs or procedures.






	11.	 	Assignment: If either party is merged with or acquired by another entity, the other
party may terminate this Agreement without further notice. This Agreement may not be assigned
or transferred in whole or in part, and any such assignment will be void and of no effect.






	12.	 	Relationship of The Parties: Nothing herein is intended or will be construed to
establish any agency, partnership, or joint venture relationship between the parties.






	13.	 	Notices: Notices under the terms of this Agreement will be in writing and sent by
prepaid certified mail, return receipt requested, or by telegram or telex, to the following
addresses:





	 	 	 	 	 
	 
	 	 	 	 
	 

	 	to United:
	 	United Air Lines, Inc.- WHQNC
	 

	 	 	 	P.O. Box 66100
	 

	 	 	 	Chicago, Illinois 60666
	 

	 	 	 	Sita: HDQNCUA
	 

	 	 	 	Attn: Manager of Interline Revenue
	 

	 	 	 	E-mail: Interline-Rev-Mgmt@united.com
	 
	 	 	 	 
	 

	 	to Gulfstream:
	 	Gulfstream International Airlines — HDQQT3M
	 

	 	 	 	3201 Griffin Road, 4th Floor
	 

	 	 	 	Ft. Lauderdale, Florida 33212
	 

	 	 	 	Attn: President







Notices will be effective on the first business day following receipt thereof. Notices sent
by certified mail will be deemed received on the date of delivery as indicated on the return
receipt; notices, sent by telegram or telex will be deemed received on the date transmitted.




	14.	 	Amendments: This Agreement may be changed, modified, or amended from time to time
only by express written agreement of the parties executed by their authorized representatives.






	15.	 	Entirety of Agreement: This Agreement supersedes all prior oral or written
representations or communications between the parties and, together with its Attachment A & B,
constitutes the entire understanding of the parties, regarding the subject matter of this
Agreement.




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	16.	 	Miscellaneous Administration Provisions: Each Party will independently establish
fares and rates for flights offered to the traveling Public under its airline designator code,
in accordance with applicable law.






IN WITNESS WHEREOF, the parties have agreed to and executed this Agreement by their
authorized representatives.



	 	 	 	 	 	 	 
	GULFSTREAM INTERNATIONAL AIRLINES	 	UNITED AIRLINES, INC.
	 
	 	 	 	 	 	 
	By:

	 	/s/ David F. Hackett
	 	By:
	 	/s/ Dennis Corrigan
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Name:

	 	David F. Hackett
	 	Name:
	 	Dennis Corrigan
	 
	 	 	 	 	 	 
	Title:

	 	President
	 	Title:
	 	Managing Director —
International Revenue Management
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Date:

	 	October 6, 2006
	 	Date:
	 	October 5, 2006
	 

	 	 
	 	 	 	 





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Passenger Prorate Agreement

Gulfstream — United




Attachment A




[*]




Attachment B




[*]





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