Frontier Airlines 2006 Annual Report Download - page 187

3. Mark Change. United may from time to time change the Marks to be used for United Express Carriers. At any time
during the term of this Agreement, and in the sole discretion of United, Contractor may be required to use such new or different
Marks, external or internal color decors and patterns on its aircraft and uniform design as United may determine and to discontinue use
of old marks, external and internal color decors and patterns, and uniform designs. Upon written notice from United, which will
include the specifications for any such changes in Marks or exterior or interior aircraft decor and patterns or uniform designs,
Contractor will effect such changes in accordance with the schedule mutually agreed to by the parties. United will pay all costs
incurred in complying with the requirements established in this paragraph.
4. Substitute Aircraft.
a. In the event that a scheduled aircraft is down-gauged to a smaller aircraft, United will pay the rates for the
smaller aircraft that actually flies the departure. In the event that a scheduled aircraft is up-gauged to a larger aircraft, United will pay
the rate for the originally scheduled departure for both the original and return flight, if applicable. If United requests in writing that a
larger aircraft is substituted for a smaller scheduled aircraft, United will pay the rates for the larger aircraft. United will not pay for any
additional substitutions that are a result of the original United requested substitution beyond those approved by United. Contractor will
provide to United along with the normal reconciliation support materials, copies of United’s request to substitute aircraft.
b. Subject to the provisions of IV.B.2, in the event Contractor is unable to operate a particular scheduled frequency
with an aircraft bearing United Marks, Contractor will notify United of such event and the circumstances of Contractor’s inability to
operate and Contractor will be permitted to operate an aircraft bearing different elements of aircraft exterior decor than those specified
above. If such operations extend beyond a continuous forty-eight (48) hour period, Contractor must seek and obtain United’s approval
for such aircraft substitutions; provided that if Contractor purchases or leases a used aircraft which does not contain appropriate
United Marks, Contractor will notify United and Contractor may operate such aircraft without United’s Marks for up to 60 days after
the date of purchase or lease of such aircraft by Contractor.
C. SCHEDULES AND CHARTERS TO BE OPERATED BY CONTRACTOR
1. United Express Schedule. Commencing on the in service date of the first aircraft, Contractor will provide
Contractor’s United Express Services in the markets determined by United. Subsequently, United will provide at least sixty (60) days
notice of any planned scheduled changes. United may under extraordinary circumstances provide less than sixty (60) days notice on
city pairs to be served, which Contractor shall use commercially reasonable efforts to accommodate. For any new cities, Contractor
and United will determine a mutually viable ramp-up plan for implementation of service.
2. United Schedule Consent Required. United may adjust Contractor’s schedule from time to time subject to (i) a
minimum of sixty (60) days’ prior written notice to Contractor except for schedule changes that introduce new international or FAA
Designated Special Training Airports, for which United will provide a minimum of ninety (90) days’ notice to Contractor. Should
Contractor be unable to start service, due to a legal or regulatory constraint, Contractor will provide United notice of this within 7 days
after receipt of original notice, and (ii) compliance with any regulatory requirements with respect to service to affected airports.
Contractor will ensure that any of its requests for changes in the use by Contractor of the “UA” or “UA*” code on future routes or in
the flight frequencies or city pairs, or any of them, as operated or served by Contractor (whether necessitated by altered connections,
operating experience or other reason) must be submitted to United within 14 days from the date that the proposed schedule is
delivered to the Contractor. Contractor and United will work to complete Contractor’s review at least ninety (90) days prior to the
effective date of such change. All such changes must be approved in advance by United. The requests for such changes, and the
approvals thereof, must be made in writing, by mail, facsimile, telegram, telecopy or other electronic message transmittal. If upon
review of Contractor’s request, the parties mutually agree to make a Contractor requested change, and the automation equipment
needed to implement the change is available, then such change will be made as soon as reasonably practicable within the
aforementioned ninety (90) day period. Within the operating capability of the aircraft used by Contractor, as described in Article
IV.A, and subject to the provisions with respect to changes in city pairs as provided above, Contractor will comply with all requests
by United to increase, decrease or in any other way adjust or terminate the flight frequencies or city pairs, or both, as operated and
served by Contractor pursuant to this Agreement.
3. Charter. Contractor may provide charter flights in any aircraft used in Contractor’s United Express Services and
shall be permitted to retain all revenues from such charters, provided that Contractor agrees to pay United a fee of [*] per block hour
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Research℠