41
Section 10.11
Equitable Remedies
41
Section 10.12
Relationship of Parties
42
Section 10.13
Entire Agreement; No Third Party Beneficiaries
42
Section 10.14
Governing Law
42
Section 10.15
[Intentionally Omitted]
42
Section 10.16
Right of Set-Off
42
Section 10.17
Cooperation with Respect to Reporting
43
Section 10.18
Maintenance Right to Bid
43
Section 10.19
Parent Guarantee
44
Section 10.20
Other Remedies for Labor Strike and Other Circumstances
44
Section 10.21
DISCLAIMER OF CONSEQUENTIAL DAMAGES
44
iii
[***]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND
(II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED]
--------------------------------------------------------------------------------
SCHEDULE 1:
Covered Aircraft and Delivery Schedule
SCHEDULE 2:
[Intentionally Omitted]
SCHEDULE 3:
Compensation
EXHIBIT A:
Definitions
EXHIBIT B:
[Intentionally Omitted]
EXHIBIT C:
[Intentionally Omitted]
EXHIBIT D:
Terms of Codeshare Arrangements
EXHIBIT E:
Non-Revenue Pass Travel
EXHIBIT F:
United Directed Charter Flight Operations
EXHIBIT G:
Use of United Marks and Other Identification
EXHIBIT H:
Use of Contractor Marks
EXHIBIT I:
Catering Standards
EXHIBIT J:
Aircraft Cleanliness and Refurbishment Standards
EXHIBIT K:
[Intentionally Omitted]
EXHIBIT L:
Fuel Efficiency Program
EXHIBIT M:
Form of Assignment Agreement
EXHIBIT N:
Safety Standards for United and United Express Carriers
EXHIBIT O:
Ground Handler Indemnity
EXHIBIT P:
Reasonable Operating Constraints
EXHIBIT Q:
Form of Guarantee of Parent
EXHIBIT R:
IT Security and Data Protection
EXHIBIT S:
Pilot Career Path Program
iv
[***]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND
(II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED]
--------------------------------------------------------------------------------
Capacity Purchase Agreement
This Capacity Purchase Agreement (this "Agreement"), dated as of February 26,
2017 (the "Effective Date"), is entered into by and between United Airlines,
Inc., a Delaware corporation (together with its successors and permitted
assigns, "United"), and Air Wisconsin Airlines LLC, a Delaware limited liability
company ("Contractor").
WHEREAS, as of the Effective Date Contractor operates aircraft on behalf of
another commercial air carrier pursuant to one or more agreements; Contractor's
obligation to operate such aircraft on behalf of such other air carrier expires
no later than February 15, 2018 (such agreements, as in effect from time to
time, the "Prior Commitments"); and
WHEREAS, consistent with and subject to the limitations imposed by the Prior
Commitments, United wishes to procure from Contractor, and Contractor wishes to
provide to United, regional airline services in accordance with the terms of
this Agreement; and
WHEREAS, the parties have previously entered into, or will subsequent to the
execution and delivery of this Agreement enter into the Ancillary Agreements (as
defined herein), in each case intending that each such Ancillary Agreement be
considered, and they are, an integral part of this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants
and obligations hereinafter contained, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
ARTICLE I
DEFINITIONS
Capitalized terms used in this Agreement (including, unless otherwise defined
therein, in the Schedules, Appendices and Exhibits to this Agreement) shall have
the meanings set forth in Exhibit A hereto.
ARTICLE