Common use of Spare Aircraft Clause in Contracts

Spare Aircraft. Notwithstanding anything to the contrary contained in this Section 2.1 but subject to the provisions below in this Section 2.1(d), Contractor shall maintain the number of spare regional jet aircraft equal to the quotient obtained by dividing (x) the sum of the number of Covered Aircraft and the number of all covered aircraft under each other capacity purchase or similar agreement between or among United and Contractor, by (y) [***], and rounding the quotient to the nearest whole number; provided that a quotient ending in [***] shall be rounded down; and provided further that, at any time at which more than [***] Covered Aircraft are in service and Contractor bases the Covered Aircraft at [***] or more Hub Airports, then Contractor shall be allocated one spare regional jet aircraft in each Hub Airport. Following the six month anniversary of the first Actual In-Service Date for an E175 Covered Aircraft, the parties agree to engage in good faith discussions regarding a possible reduction in the number and/or allocation of Spare Aircraft, it being understood that such discussions shall not be binding absent an agreement among the parties. Without limiting the foregoing, the Covered Aircraft constituting spare aircraft (the “Spare Aircraft”) shall be constituted from both E175 Covered Aircraft and CRJ Covered Aircraft, in a proportion determined by United from time to time; provided that United shall provide Contractor with at least ninety (90) days’ advance notice before any proposed change in such proportion takes effect. Contractor shall select the specific E175 and/or CRJ-700 hulls that shall constitute the Spare Aircraft, in a proportion that complies with United’s instructions. Contractor shall be entitled to use the Spare Aircraft in Contractor’s reasonable discretion to replace another regional jet aircraft in the operation of a flight scheduled in the Final Monthly Schedule. In addition, subject to applicable Reasonable Operating Constraints and Conditions, Contractor shall use such Spare Aircraft to operate flights as directed by United (unless such Spare Aircraft was, prior to such direction by United, already scheduled as contemplated by the immediately preceding sentence), including flights originally scheduled to be operated by United or other United service providers; provided that if a Scheduled Flight is delayed or cancelled due to the unavailability of a Spare Aircraft which unavailability would not have occurred but for Contractor’s use of such Spare Aircraft at United’s direction (given over Contractor’s expressly stated objection) for another United service provider pursuant to this sentence, then, each such delay or cancellation occurring within a reasonable period after such unavailability shall be deemed an Uncontrollable Delay or an Uncontrollable Cancellation, as the case may be, for all purposes hereunder.

Spare Aircraft. Notwithstanding anything to the contrary contained in this Section 2.1 2.01 or elsewhere in this Agreement to the contrary, but subject to the provisions below in this Section 2.1(d2.01(e), Contractor and unless otherwise agreed by United, United shall maintain the number of spare regional jet aircraft equal to the quotient obtained by dividing remove approximately [***] percent (x) the sum of the number of Covered Aircraft and the number of all covered aircraft under each other capacity purchase or similar agreement between or among United and Contractor, by (y) [***]%) of the Covered Aircraft from planned Scheduled Flights (subject to reasonable adjustments during the Ramp-Up Period), and rounding so that such Covered Aircraft are available as spare aircraft to support the quotient to the nearest whole number; provided that a quotient ending in [***]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED] shall be rounded down; and provided further that, at any time at which more than [***] Covered Aircraft are in service and Contractor bases the Covered Aircraft at [***] or more Hub Airports, then Contractor shall be allocated one spare regional jet aircraft in each Hub Airport. Following the six month anniversary of the first Actual In-Service Date for an E175 Covered Aircraft, the parties agree to engage in good faith discussions regarding a possible reduction in the number and/or allocation of Spare Aircraft, it being understood that such discussions shall not be binding absent an agreement among the parties. Without limiting the foregoing, the Covered Aircraft constituting spare aircraft (the Scheduled Flights “Spare Aircraft”) shall be constituted from both E175 . Spare Aircraft are Covered Aircraft and CRJ Covered Aircraft, in a proportion determined by United from time to time; provided that United shall provide Contractor with at least ninety (90) days’ advance notice before any proposed change in such proportion takes effectfor all purposes under this Agreement. Contractor shall select maintain a sufficient number of spare engines to support the specific E175 and/or CRJ-700 hulls that then-current number of Covered Aircraft in United Express regional service. United and Contractor shall constitute meet and confer on where to base the Spare Aircraft, in a proportion that complies with United’s instructions. Contractor shall be entitled to use the Spare Aircraft in Contractor’s reasonable discretion to replace another regional jet aircraft in the operation of a flight scheduled in the Final Monthly Schedule. In addition, subject to applicable Reasonable Operating Constraints and ConditionsConstraints, Contractor shall use such Spare Aircraft to operate flights as directed by United (unless such Spare Aircraft was, prior to such direction by United, already scheduled as contemplated by the immediately preceding sentencepursuant to a Final Monthly Schedule or a United Directed Charter Flight), including flights originally scheduled to be operated by United or other United service providers; provided that if a Scheduled Flight is delayed or cancelled due to the unavailability of a Spare Aircraft which unavailability would not have occurred but for Contractor’s use of such Spare Aircraft at United’s direction (given over Contractor’s expressly stated objection) for another United service provider pursuant to this sentencea purpose other than support of the Final Monthly Schedule, then, each such delay or cancellation occurring within a reasonable period after such unavailability shall be deemed an Uncontrollable Delay or an Uncontrollable Cancellation, as the case may be, for all purposes hereunder. United shall not include in the Final Monthly Schedule such Covered Aircraft as shall not be available due to heavy maintenance, overhauls and modifications, provided that United reasonably consents to the schedule for such maintenance, and such Covered Aircraft will not be considered Spare Aircraft while not included in the Final Monthly Schedule for such purposes.

Spare Aircraft. Notwithstanding anything to the contrary contained in this Section 2.1 but subject to the provisions below in this Section 2.1(d)) and also subject to Section 10.9, at any time from time to time, (A) with respect to E175 Covered Aircraft, Contractor shall maintain the number of spare regional jet aircraft equal to the quotient obtained by dividing (x) the sum of the number of Covered Aircraft and the number of all covered aircraft under each other capacity purchase or similar agreement between or among United and Contractor, by (y) [***], and rounding the quotient to the nearest whole number; provided that a quotient ending in [***] shall be rounded down; and provided further that, at any time at which more than [***] Covered Aircraft are in service and Contractor bases the Covered Aircraft at [***] or more Hub Airports, then Contractor shall be allocated one spare regional jet The aircraft in each Hub Airport. Following the six month anniversary of the first Actual In-Service Date for an E175 Covered Aircraft, the parties agree to engage in good faith discussions regarding a possible reduction in the number and/or allocation of Spare Aircraft, it being understood that such discussions shall not be binding absent an agreement among the parties. Without limiting the foregoing, the Covered Aircraft constituting spare aircraft (in accordance with this Section 2.1 at any given time shall be, collectively, the “Spare Aircraft”) shall be constituted from both E175 Covered Aircraft and CRJ Covered Aircraft, in a proportion determined by United from time to time; provided that United shall provide Contractor with at least ninety (90) days’ advance notice before any proposed change in such proportion takes effect. .” Contractor shall select the specific E175 and/or CRJ-700 hulls aircraft that shall constitute the Spare Aircraft, in a proportion that complies with United’s instructions. , and Contractor shall be entitled to use the Spare Aircraft in Contractor’s reasonable discretion to replace another regional jet aircraft in the operation of a flight scheduled in the Final Monthly Schedule; provided, however, that, notwithstanding anything to the contrary in this Agreement, without United’s prior written consent or unless as directed otherwise by United in writing, (x) Contractor shall not operate a Spare Aircraft for a Scheduled Flight if such Spare Aircraft’s aircraft type is not identical to the aircraft type for the aircraft originally scheduled to operate such Scheduled Flight, and (y) Contractor shall not operate an E175LL Spare Aircraft for a Scheduled Flight originally scheduled for an E175 Covered Aircraft. Notwithstanding anything in the preceding sentence to the contrary, if Contractor and United mutually agree in writing that Spare Aircraft has not been evenly distributed throughout the network flown by Contractor (i.e., if all Spares are E175LL Spare Aircraft), then Contractor may operate an E175LL Spare Aircraft for a Scheduled Flight originally scheduled for an E175 Covered Aircraft. In addition, subject to applicable Reasonable Operating Constraints and Conditions, Contractor shall use such Spare Aircraft to operate flights as directed by United (unless such Spare Aircraft was, prior to such direction by United, already scheduled as contemplated permitted by the immediately preceding sentence), including flights originally scheduled to be operated by United or other United service providers; provided that if a Scheduled Flight is delayed or cancelled due to the unavailability of a Spare Aircraft which unavailability would not have occurred but for Contractor’s use of such Spare Aircraft at United’s direction (given over Contractor’s expressly stated objection) for another United service provider pursuant to this sentence, then, each such delay or cancellation occurring within a reasonable period after such unavailability shall be deemed an Uncontrollable Delay or an Uncontrollable Cancellation, as the case may be, for all purposes hereunder.

Spare Aircraft. Notwithstanding anything to the contrary contained in this Section 2.1 2.01 but subject to the provisions below in this Section 2.1(d2.01(d), Contractor shall maintain the number of spare regional jet aircraft equal to the quotient obtained by dividing (x) the sum of the number of Covered Aircraft and the number of subject to scheduling for such month (excluding, in all covered events, aircraft under each other capacity purchase or similar agreement between or among United and Contractornot available due to maintenance requirements), by (y) [***], and rounding the quotient to the nearest whole number; provided that a quotient ending in [***] shall be rounded down; and provided further that, at any time at which more than [***] Covered Aircraft are in service and Contractor bases the Covered Aircraft at [***] or more Hub Airports, then Contractor shall be allocated one . The spare regional jet aircraft in each Hub Airport. Following the six month anniversary of the first Actual In-Service Date for an E175 Covered Aircraft, the parties agree to engage in good faith discussions regarding a possible reduction in the number and/or allocation of Spare Aircraft, it being understood that such discussions shall not be binding absent an agreement among the parties. Without limiting the foregoing, the constituted from Covered Aircraft constituting spare aircraft (the “Spare Aircraft”) ). For the avoidance of doubt, Covered Aircraft scheduled for the sole purpose of increasing simplicity through network optimization and reduction in the number of United Hub Airports at which hub flying occurs and funding daytime maintenance shall be constituted from both E175 Covered Aircraft and CRJ Covered Aircraft, in a proportion determined by United from time to time; provided that United shall provide Contractor with at least ninety (90) days’ advance notice before any proposed change in such proportion takes effect. Contractor shall select disregarded for the specific E175 and/or CRJ-700 hulls that shall constitute purpose of the Spare Aircraft, in a proportion that complies with United’s instructionsforegoing two sentences of this Section 2.01(d). Contractor shall be entitled to use the Spare Aircraft in Contractor’s reasonable discretion to replace another regional jet aircraft in the operation of a flight scheduled in the Final Monthly Schedule. In addition, subject to applicable Reasonable Operating Constraints and Conditions, Contractor shall use such Spare Aircraft to operate flights as directed by United (unless such Spare Aircraft was, prior to such direction by United, already scheduled as contemplated by the immediately preceding sentence), including flights originally scheduled to be operated by United or other United service providers. As contemplated by the return procedures provided in each Covered Aircraft Sublease (including in Paragraph F of Annex B thereto), Contractor acknowledges that Contractor may have excess spare engines that could be used as a Short Term Replacement Engine, as such term is defined in Annex B in Exhibit B hereto (such excess spare engines, the “Sublessee Excess Spare Engines”), and to support the return of aircraft hereunder, Contractor will make such Sublessee Excess Spare Engines available as Short Term Replacement Engines. To ensure that Contractor has Sublessee Excess Spare Engines, until ***, Contractor shall retain and devote up to *** Contractor-owned serviceable spare engines (the “*** Spares”) which shall be over and above the number of spare engines that are required under the Engine Maintenance Agreement (after consideration of the number of Covered Aircraft then operating hereunder) to support the return of aircraft hereunder. Prior to the use of such Sublessee Excess Spare Engines, the parties will determine a mutually acceptable rate to be paid by United to Contractor for the use of such engine; provided that if a Scheduled Flight is delayed or cancelled due with respect to the unavailability of a Spare Aircraft which unavailability would *** Spares such rate shall be the per-hour and per-cycle maintenance costs for such engines under the Engine Maintenance Agreement or, if any such engine is not have occurred but for covered by the Engine Maintenance Agreement, Contractor’s use of reasonable per-hour and per-cycle maintenance costs for such Spare Aircraft at United’s direction (given over Contractor’s expressly stated objection) for another United service provider pursuant to this sentence, then, each such delay or cancellation occurring within a reasonable period after such unavailability shall be deemed an Uncontrollable Delay or an Uncontrollable Cancellation, as the case may be, for all purposes hereunderengine.