EXHIBIT 10.41
CONFIDENTIAL TREATMENT
REQUESTED PURSUANT TO RULE 24b-2
Certain portions of this exhibit have been omitted pursuant to a request for
confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.
The omitted materials have been filed separately with the Securities and
Exchange Commission.
United Express® Agreement
between
United Air Lines, Inc.
and
Shuttle America Corp.
TABLE OF CONTENTS
ARTICLE
TITLE PAGE
I.
DEFINITIONS
II.
SCOPE, TERM, AND CONDITIONS
A.
SCOPE
B.
TERM
C.
CONDITIONS
D.
CERTAIN ACTIONS UPON EFFECTIVENESS
III.
SUPPORT SERVICES AND FACILITIES
A.
GENERAL
B.
SPECIAL SUPPORT SERVICES
C.
COMMUNICATIONS
D.
RESERVATIONS
E.
OPERATIONS
F.
STATION SUPPORT SERVICES
G.
TARRIFFS AND SCHEDULE PUBLICATION
H.
ADVERTISING AND PROMOTIONS
I.
AUTOMATION
J.
CONTRACTOR ASSISTANCE
IV.
AIR SERVICES TO BE PROVIDED BY CONTRACTOR
A.
AIRCRAFT TO BE USED
B.
TECHNICAL SPECIFICATIONS
C.
SCHEDULES AND CHARTERS TO BE OPERATED BY CONTRACTOR
D.
INVENTORY
E.
FLIGHT CREWS TO BE USED
F.
INFLIGHT SALES
V.
OPERATING RESTRECTIONS
A.
UNITED EXPRESS OPERATIONS ONLY
B.
CODE SHARE LIMITATION
C.
NO OPERATION OUTSIDE AGREEMENT
D.
SEVERABILITY AND REMEDY
VI.
LICENSE
A.
GRANT OF LICENSE
B.
TERMS AND CONDITIONS GOVERNING LICENSE
C.
INFRINGEMENT
VII.
ADDITIONAL UNDERTAKINGS
A.
PASS THROUGH COSTS
B.
BULK PURCHASES
C.
FUEL
D.
UNIFORMS
E.
PASSES AND REDUCED RATE TRAVEL
F.
ENVIRONMENTAL
VIII.
RATES PAYABLE TO CONTRACTOR
A.
RATES
B.
MARKUP
C.
OPERATING GOALS
D.
WIRE TRANSFER AND RECONCILIATION
IX.
FEES PAYABLE TO UNITED
A.
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.
CERTAIN DEFINITIONS
XIV.
REPORTS
A.
BOARDING INFORMATION
B.
OPERATING PERFORMANCE
C.
FINANCIAL STATEMENTS
D.
BENCHMARKING
E.
GOVERNMENT FILINGS
F.
COPY OF GOVERNMENT REPORTS
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
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.
JURUSTICTION
XXII.
NOTICES
XXIII.
APPROVALS AND WAIVERS
XXIV.
GOVERNING LAW
XXV.
CUMULATIVE REMEDIES
XXVI.
FORCE MAJEURE
A.
FORCE MAJEURE
B.
EFFECT ON MARKUP
C.
FIXED AND OVERHEAD REDUCTION
XXVII.
SEVERABILITY AND CONSTRUCTION
XVIII.
ACKNOWLEDGEMENT
XXIX.
CONFIDENTIALITY
XXX.
RELATED AND THIRD PARTY AGREEMENTS
XXXI.
ENTIRE AGREEMENT
XXXIII.
REFERENCES TO TIME PERIODS
APPENDIX A
APPENDIX B
APPENDIX E
DEFNITIONS
APPENDIX F
APPENDIX G
APPENDIX H
APPENDIX I
APPENDIX J
UNITED EXPRESSÒ AGREEMENT
This Agreement between United Airlines Inc. ("United") and Shuttle America Corp.
("Contractor") dated as of December 28, 2006, (a) amends and supercedes the
United ExpressÒ Agreement between United and Republic Airline Inc., dated as of
February 13, 2004, as previously amended