Exhibit 10.1
CONFIDENTIAL INFORMATION CONTAINED IN THIS EXHIBIT HAS BEEN OMITTED FROM PUBLIC
FILING PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE U.S.
SECURITIES AND EXCHANGE COMMISSION.
THE OMITTED INFORMATION, WHICH APPEARS ON
21 PAGES OF THIS EXHIBIT AND HAS BEEN IDENTIFIED WITH THE SYMBOL "****," HAS
BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.
United Contract No. 163798
United Express® Agreement
between
United Air Lines, Inc.
and
SkyWest Airlines, Inc.
TABLE OF CONTENTS
ARTICLE
TITLE
I.
DEFINITIONS
II.
SCOPE, TERM, AND CONDITIONS
A.
SCOPE
B.
TERM
C.
CONDITIONS
D.
BANKRUPTCY PROVISION FOR SKYWEST UNITED EXPRESS AGREEMENT
III.
SUPPORT SERVICES AND FACILITIES
A.
GENERAL
B.
SPECIAL SUPPORT SERVICES
C.
COMMUNICATIONS
D.
RESERVATIONS
E.
OPERATIONS
F.
STATION SUPPORT SERVICES
G.
TARIFFS AND SCHEDULE PUBLICATION
H.
SALES SETTLEMENT
I.
ADVERTISING AND PROMOTIONS
J.
AUTOMATION
K.
OTHER SUPPLIES
L.
CONTRACTOR ASSISTANCE
IV.
AIR SERVICES TO BE PROVIDED BY CONTRACTOR
A.
AIRCRAFT TO BE USED
B.
SCHEDULES AND CHARTERS TO BE OPERATED BY CONTRACTOR
C.
INVENTORY
D.
FLIGHT CREWS TO BE USED
i
E.
INFLIGHT SALES
V
OPERATING RESTRICTIONS
A.
UNITED EXPRESS OPERATIONS ONLY
B.
NO OPERATION OUTSIDE AGREEMENT
C.
SEVERABILITY AND REMEDY
VI.
LICENSE
A.
GRANT OF LICENSE
B.
TERMS AND CONDITIONS GOVERNING LICENSE
C.
INFRINGEMENT
VII.
ADDITIONAL UNDERTAKINGS
A.
BULK PURCHASES
B.
FUEL
C.
PURCHASE BY UNITED OF PASS THROUGH COST ITEMS
D.
UNIFORMS
E.
PASSES AND REDUCED RATE TRAVEL
F.
SIGNAGE
G.
ENVIRONMENTAL
VIII.
RATES PAYABLE TO CONTRACTOR
A.
RATES
B.
MARKUP
C.
OPERATING GOALS
D.
WIRE TRANSFER AND RECONCILIATION
IX.
FEES PAYABLE TO UNITED
A.
RETROACTIVITY PAYMENTS
B.
PROGRAM FEES
C.
PAYMENT
ii
D.
ADDITIONAL PERSONNEL
E.
GOVERNMENT ASSISTANCE
X.
MAINTENANCE AND FUELING
XI.
U.S. MAIL
XII.
INSURANCE
A.
INSURANCE TYPES
B.
30-DAY NOTICE
C.
ALTERATIONS
D.
FAILURE TO MAINTAIN INSURANCE
XIII.
LIABILITY AND INDEMNIFICATION
A.
EMPLOYER'S LIABILITY AND WORKERS' COMPENSATION
B.
INDEMNIFICATION BY CONTRACTOR
C.
INDEMNIFICATION BY UNITED
D.
CONTRACTOR'S SUPPLIES LIABILITY
E.
INDEMNITY FOR INFORMATION
F.
UNITED DEFINITIONS
XIV.
REPORTS
A.
CLOSE-OUT ENTRIES
B.
BOARDING INFORMATION
C.
OPERATING PERFORMANCE
D.
INSPECTION
E.
FINANCIAL STATEMENTS
F.
BENCHMARKING
G.
GOVERNMENT FILINGS
H.
COPY OF GOVERNMENT REPORTS
iii
XV.
INDEPENDENT CONTRACTORS AND UNAUTHORIZED OBLIGATIONS
A.
INDEPENDENT CONTRACTORS
B.
EMPLOYEES
C.
UNAUTHORIZED OBLIGATIONS
D.
CONTRACTOR OPERATED FLIGHTS
XVI.
DEFAULT AND TERMINATION
A.
OPERATIONS DEFAULT
B.
COVENANT DEFAULT
C.
DEFAULT BY CONTRACTOR
D.
SIMILAR AGREEMENTS
E.
NON-COMPLIANCE WITH STANDARDS
F.
CONSEQUENCES OF TERMINATION
G.
UNITED'S LIQUIDATED DAMAGES
H.
RESTRICTED ACTIONS
I.
CALL OPTION
XVII.
ASSIGNMENT, MERGER AND ACQUISITION
A.
ASSIGNMENT
B.
MERGER
C.
ACQUISITION
XVIII.
CHANGE OF LAW
XIX.
TAXES, PERMITS AND LICENSES
A.
TRANSACTION TAXES
B.
PAYROLL TAXES
C.
PERMITS AND LICENSES
XX.
REVIEW
XXI.
JURISDICTION
iv
XXII.
NOTICES
XXIII.
APPROVALS AND WAIVERS
XXIV.
GOVERNING LAW
XXV.
CUMULATIVE REMEDIES
XXVI.
FORCE MAJEURE
A.
FORCE MAJEURE
B.
EFFECT ON MARKUP
XXVII.
SEVERABILITY AND CONSTRUCTION
XXVIII.
ACKNOWLEDGMENT
XXIX.
CONFIDENTIALITY
XXX.
RELATED AND THIRD PARTY AGREEMENTS
XXXI.
ENTIRE AGREEMENT
XXXII.
REFERENCES TO TIME PERIODS
XXXIII.
SIGNATURE
APPENDIX A
APPENDIX B
APPENDIX C
APPENDIX D
APPENDIX E