10.13
Entire Agreement; No Third-Party Beneficiaries
48
Section 10.14
Governing Law
49
Section 10.15
Guarantee
49
Section 10.16
Right of Set-Off
49
Section 10.17
Cooperation with Respect to Reporting
49
Section 10.18
Amendment of Certain Contracts
50
SCHEDULE 1:
Covered Aircraft
SCHEDULE 2:
Transition Aircraft and Spare Engines
SCHEDULE 3:
Compensation for Capacity Purchase
SCHEDULE 4:
Return Aircraft Sublease - Supplemental Terms
EXHIBIT A:
Definitions
EXHIBIT B:
Form of Amended and Restated Covered Aircraft Sublease
EXHIBIT C:
Master Facility and Ground Handling Agreement
EXHIBIT D:
Terms of Codeshare Arrangements
EXHIBIT E:
Non-Revenue Pass Travel Privileges
EXHIBIT F:
Fuel Purchasing Agreement
EXHIBIT G:
Use of Continental Marks
EXHIBIT H:
Use of Contractor Marks
EXHIBIT I:
Catering Standards
EXHIBIT J:
Reasonable Operating Constraints and Conditions
EXHIBIT K:
Ticket Handling Terms
EXHIBIT L:
Fuel Efficiency Program
EXHIBIT M:
Form of Guarantee
EXHIBIT N:
Administrative Support and Information Services
EXHIBIT O:
[Intentionally omitted]
EXHIBIT P:
Form of Storage Sublease
iii
CAPACITY PURCHASE AGREEMENT
This Capacity Purchase Agreement (this "Agreement"), dated as of November 12,
2010, is between Continental Airlines, Inc., a Delaware corporation and
ExpressJet Airlines, Inc., a Delaware corporation.
WHEREAS, Contractor, certain of its Affiliates and Continental are parties to
that certain Amended and Restated Capacity Purchase Agreement, dated as of
April 17, 2002, as amended (the "Existing CPA");
WHEREAS, the Existing CPA will terminate contemporaneously with the execution
and delivery of this Agreement pursuant to that certain Letter Agreement, dated
as of August 3, 2010, between Continental and Parent; and
WHEREAS, the parties are entering into Ancillary Agreements (as defined herein),
including aircraft leases, in each case as an integral part of this Agreement;
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants and obligations hereinafter contained, 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 II
CAPACITY PURCHASE, SCHEDULES AND FARES
Section 2.01
Capacity Purchase.
Continental
agrees to purchase the capacity of each Covered Aircraft for the period
beginning on the date such aircraft becomes a Covered Aircraft under this
Agreement and ending on the earlier of (i) the sublease or lease expiration
date, as applicable, for such aircraft on Schedule 1 and (ii) the date on which
such aircraft is withdrawn pursuant to a Wind-Down Schedule or otherwise
withdrawn from this Agreement, as such date may be extended, shortened or
otherwise modified pursuant to the terms of this Agreement, all under the terms
and conditions set forth herein and for the consideration described in
Article III.
Subject to the terms and conditions of this Agreement, Contractor
shall provide all of the capacity of the Covered Aircraft solely to Continental
and use the Covered Aircraft solely to operate the Scheduled Flights.
(a)
Fares, Rules and Seat Inventory.
Continental shall establish and publish all fares and related tariff rules for
all seats on the Covered Aircraft.
Contractor shall