Frontier Airlines 2006 Annual Report Download - page 217

XXVI. FORCE MAJEURE
A. FORCE MAJEURE.
Neither party shall be liable for delays or failure in performance hereunder caused by acts of God, acts of terrorism or
hostilities, war, strike, labor dispute, work stoppage, fire, act of government, court order or any other cause, whether similar or
dissimilar, individually or collectively, “Force Majeure” events beyond the control of Contractor or United.
B. EFFECT ON MARKUP.
In the event of a Force Majeure or other disruption resulting in at least a one-day suspension of greater than [*] of Contractor’s United
Express scheduled flights for a period of more than [*], United retains the right to reduce Contractor’s Markup to [*] for A, B, or C
level performance, and to [*] for D level performance, for the lesser of the duration of effect of the Force Majeure event or [*]. The
adjusted Markup under a Force Majeure event will be part of a broader United Express program where all carriers provide assistance
at levels that are proportionate to their United Express operations.
C. FIXED AND OVERHEAD REDUCTION.
In the event of a Force Majeure event, resulting in a suspension of greater than [*] of Contractor’s United Express scheduled
flights for a period of more than [*], upon providing prior written notice to Contractor United shall have the right after the date of such
notice to apply an equivalent percentage reduction to all Fixed and Overhead cost categories (Non-Aircraft), for the duration of the
Force Majeure event. This reduction will become permanent in the event a permanent schedule reduction is necessary. The reduction
in fixed and overhead costs under a Force Majeure event will be part of a broader United Express program where all carriers provide
assistance at levels that are proportionate to their United Express operations.
XXVII. SEVERABILITY AND CONSTRUCTION
A. Each term or provision of this Agreement will be considered severable, and if, for any reason, any such term or provision
herein is determined to be invalid and contrary to, or in conflict with, any existing or future law or regulation by a court or agency
having valid jurisdiction, such will not impair the operation of, or have any other effect upon, other terms or provisions of this
Agreement as may remain otherwise enforceable, and the latter will continue to be given full force and effect and bind the parties
hereto, and said invalid terms or provisions will be deemed not to be a part of this Agreement.
B. The captions appearing in this Agreement have been inserted for convenience only and will not control, define, limit,
enlarge or affect the meaning of this Agreement or any of its provisions.
XVIII. ACKNOWLEDGMENT
A. Each party expressly disclaims the making of, and acknowledges that it has not received, any warranty or guarantee,
express or implied, as to the potential volume, profits or success of the business venture contemplated by this Agreement.
B. Each party acknowledges that it has received, read and understood this Agreement and the Appendices hereto.
XXIX. CONFIDENTIALITY
A. Except as required by law (including federal or state securities laws or regulations) or by the rules and regulations of any
stock exchange or association on which securities of either party or any of its affiliates are traded, or in any proceeding to enforce the
provisions of this Agreement, or is required in connection with a S-1 filing with redactions as agreed upon by both parties, United and
Contractor hereby agree not to publicize or disclose to any third party the terms or conditions of this Agreement or any of the Related
Agreements without the prior written consent of the other parties thereto.
B. Except as required by law (including federal or state securities laws or regulations) or by the rules and regulations of any
stock exchange or association on which securities of either party or any of its affiliates are traded, or in any proceeding to enforce the
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Research℠