Attached files
Exhibit
10.29(c)
Third
Amendment to the Second Amended and Restated
Capacity
Purchase Agreement
This
third amendment (this “Amendment”) to that certain Second Amended and Restated
Capacity Purchase Agreement among Continental Airlines, Inc. (“Continental”),
ExpressJet Holdings, Inc. (“Holdings”), XJT Holdings, Inc. (“XJT”) and
ExpressJet Airlines, Inc. (“ExpressJet” and, collectively with Holdings and XJT,
“Contractor”) dated as of June 5, 2008, as previously amended by the parties
(the “Agreement”) is entered into this 22nd day
of December, 2009 by and between Continental and Contractor. Except
as otherwise specified herein, capitalized terms shall have the meanings
ascribed in the Agreement.
WHEREAS, Contractor desires to
sublease from Continental eight (8) Embraer 145 aircraft, that are currently
Covered Aircraft, as Uncovered Aircraft in order to assist with Contractor’s
fleet needs for the provision of services to United Air Lines under a capacity
purchase agreement and in Contractor’s charter operations; and
WHEREAS, Continental is
willing to sublease such aircraft as Uncovered Aircraft, in accordance with the
terms set forth herein; and
WHEREAS, the parties desire to
amend certain provisions of the Agreement related to or impacted by the
conversion of such aircraft from Covered Aircraft to Uncovered
Aircraft;
NOW THEREFORE, in
consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree to amend the Agreement as follows:
Section
1. Section 2.04(b) is deleted in its entirety and replaced with
the following:
“(b) Revenue-Risk
Aircraft. Contractor previously operated 13 Original Aircraft
pursuant to the terms and conditions of the Delta Pro-Rate Agreement (“Delta Pro-Rate
Aircraft”), 46 Original Aircraft under its own brand through scheduled
service under the “ExpressJet Airlines” brand and also through charter
operations (“Branded
Aircraft”), and will operate 8 Original Aircraft either pursuant to the
terms and conditions of the United CPA or as Branded Aircraft (“Additional Uncovered
Aircraft”), such Delta Pro-Rate Aircraft, Branded Aircraft, and
Additional Uncovered Aircraft (and, in the case of Additional Uncovered
Aircraft, the associated engines) being identified in Section C of Schedule 1 hereto
(collectively, the “Revenue Risk
Aircraft”).
(i) Contractor
returned 29 of the Revenue-Risk Aircraft to Continental on or prior to December
1, 2008.
(ii) The
parties acknowledge that the 30 Revenue-Risk Aircraft identified as “Retained"
in the tables in Section C of Schedule 1 hereto
captioned “Delta Prorate Aircraft” and “Branded Aircraft” (the “Retained Aircraft”)
shall be retained by Contractor as Uncovered Aircraft until the seventh
anniversary of the Effective Date, on which date, subject to the provisions of
Section 8.05,
Contractor shall deliver possession of such Retained Aircraft to Continental (or
its designee) in accordance with the provisions of Section
2.08. Contemporaneously with the execution of this Agreement,
the Basic Rent payable under each Uncovered Aircraft Sublease related to a
Retained Aircraft shall be reduced by 50 percent for such seven year
period.
Terms Relating to Additional
Uncovered Aircraft
Basic
Rent
Notwithstanding
the terms of the relevant Uncovered Aircraft Sublease and Schedule 2 hereto, the
Basic Rent payable under each Uncovered Aircraft Sublease for Additional
Uncovered Aircraft will be the following. The Basic Rent will be $[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] per Additional Uncovered Aircraft per
month, through the period ending at the end of the month in which the total
number of aircraft months for the Uncovered Aircraft Subleases (measured in the
aggregate for all Additional Uncovered Aircraft) equals two hundred forty (240)
(the “Baseline
Date”). (For purposes of calculating the Baseline Date, if any
partial month in which an Uncovered Aircraft Sublease commences on or before the
15th of
the month, then such month shall count as a full aircraft month, and, if any
partial month in which an Uncovered Aircraft Sublease commences after the
15th of
the month, then such month shall not count as any portion of an aircraft
month.) During the month in which the Baseline Date is reached, the
Basic Rent will be $[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] per Additional Uncovered Aircraft per
month for each aircraft month in excess of two hundred forty (240) accrued
during such month. For eighteen months after the Baseline Date, the
Basic Rent will be $[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] per Additional Uncovered Aircraft per
month. For the nineteenth month after the Baseline Date and for so
long thereafter as such Uncovered Aircraft Sublease is in effect, the Basic Rent
will be $[CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] per Additional
Uncovered Aircraft per month. Contractor shall provide reasonable
documentation and access to Contractor’s maintenance records so that Continental
may substantiate all charges, maintenance events, operational statistics and
expenses reimbursable hereunder. The Basic Rent for partial months
will be pro-rated based on the number of calendar days in such
month. Notwithstanding the payment terms for Basic Rent set forth in
the applicable Uncovered Aircraft Sublease, payment of Basic Rent for the
Additional Uncovered Aircraft for each month will be made on the first Business
Day of such month, or the first Business Day of the term of each applicable
Uncovered Aircraft Sublease, if such Uncovered Aircraft Sublease term commences
after the first Business Day of any month.
Landing
Gear Charge
In
addition to the Basic Rent and engine LLP charges set forth below, Contractor
shall also pay to Continental a charge of $[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] for every aircraft cycle flown after
the sublease term commencement by the Additional Uncovered Aircraft for so long
as each Additional Uncovered Aircraft remains an Additional Uncovered Aircraft
as compensation for the consumption of landing gear useful life between
overhauls, including the consumption of the useful life of landing gear LLP.
These charges are non-refundable and are not in any way predicated or contingent
upon the performance of any landing gear maintenance, overhaul or parts
replacement. Such payment shall be made on the 15th day of the month
following the month of operation (or if such day is not a Business Day, the next
Business Day). If Contractor incurs out-of-pocket expenses for the
scheduled overhaul of landing gear, including landing gear LLP replacement
expenses (excluding removal and installation expenses and otherwise consistent
with Section
B4(a)(viii) of Schedule 3) for
landing gear removed from such Uncovered Aircraft, then Continental shall
reimburse Contractor for such expenses, within 30 days of Contractor’s
presentation to Continental of an invoice along with evidence that Contractor
has paid all applicable third parties for such material and
services. Contractor shall, in a manner consistent with industry best
practices, prolong the life of landing gear assemblies as long as possible
before removing for scheduled maintenance.
Engine
LLP Charge
In
addition to the Basic Rent and landing gear charges set forth above, Contractor
shall also pay to Continental a charge of $[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] for every aircraft cycle flown after
the Uncovered Aircraft Sublease term commencement by the Additional Uncovered
Aircraft for so long as each Additional Uncovered Aircraft remains an
Additional Uncovered Aircraft as compensation for the consumption of the useful
life of engine LLP. It being acknowledged that, as of December 22,
2009, Contractor is providing [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] spare engines either owned or leased
outside of any Covered Aircraft Sublease or Uncovered Aircraft Sublease (“Spare
Engines”), Contractor and Continental agree to reduce the above rate of $[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] to $[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] for the term and any extension
thereof of the Additional Uncovered Aircraft subleases for so long as Contractor
continues to provide at least [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] Spare Engines. To the
extent that the number of Spare Engines become less than [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] (whether or not periodically
unserviceable in the ordinary course of business), the rate of $[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] will be increased by $[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] for each such Spare Engine up to a
maximum rate of $[CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. These
charges are non-refundable and are not in any way predicated or contingent upon
the replacement of any engine LLP. Such payment shall be made on the
15th day of the month following the month of operation (or if such day is not a
Business Day, the next Business Day).
Engine
LLP Program
If the
Engine Maintenance Agreement is amended to provide coverage for LLP replacement
in exchange for a charge per cycle (or a similar arrangement) (an “LLP Program”) and the
engines associated with the Additional Uncovered Aircraft pursuant to the
applicable Uncovered Aircraft Sublease are included within the scope of such LLP
Program, then, upon the commencement of such LLP Program and thereafter, for so
long as such engines remain within the scope of an LLP Program, Contractor shall
be relieved of its obligation to pay the engine LLP charge described above,
conditioned upon Contractor making payment to the maintenance provider of the
LLP Program services, for all charges payable under such LLP Program relating to
the cycles (or other operable parameter that may be the basis for payment under
such LLP Program). Without limiting Contractor’s right to decide
whether or not the engines associated with the Additional Uncovered Aircraft are
included within the scope of an LLP Program, Contractor shall keep the engines
associated with the Additional Uncovered Aircraft within the scope of the Engine
Maintenance Agreement (excluding any provisions related to such LLP Program),
unless otherwise agreed by Continental.
Engine
LLP Replacement Expenses
If
Contractor incurs out-of-pocket engine LLP replacement expenses for the cycle
limit driven replacement of LLP for engines associated under the applicable
Uncovered Aircraft Sublease with the Additional Uncovered Aircraft, (consistent
with Section
B4(a)(ix) of Schedule 3), then
Continental shall reimburse Contractor for such expenses, within 30 days of
Contractor’s presentation to Continental of an invoice along with evidence that
Contractor has paid all applicable third parties for such material and
services. Contractor shall, in a manner consistent with industry best
practices, prolong the life of engine LLP as long as possible before
replacement.
Uncovered
Aircraft Sublease Term Commencement
The term of each Uncovered Aircraft
Sublease for the Additional Uncovered Aircraft will commence on the later of the
(i) date that such aircraft is released from its status as a Covered Aircraft
and no longer providing Regional Airline Services, or (ii) date set forth in the
following schedule: (a) December 29, 2009 for the first two
Additional Uncovered Aircraft, (b) January 5, 2010 for the third, fourth, fifth
and sixth Additional Uncovered Aircraft and (c) April 6, 2010 for the seventh
and eighth Additional Uncovered Aircraft. Upon transition of such
aircraft from Covered Aircraft to Additional Uncovered Aircraft, such aircraft
shall be fully fueled at Continental’s expense and Contractor shall deliver to
Continental a delivery receipt, including a description of operational and
maintenance history, in a form reasonably acceptable to
Continental.
Uncovered
Aircraft Sublease Term Duration
The
average term of all of the Uncovered Aircraft Subleases for the Additional
Uncovered Aircraft will be thirty (30) months from May 1, 2010, provided that the minimum
term for any such Uncovered Aircraft Sublease is twenty-four (24) months from
May 1, 2010, and provided
further that if the thirty (30) month average term described above for
such Uncovered Aircraft Subleases is less than the average term of all the
aircraft operated by Contractor pursuant to the United CPA, then, upon
Continental’s election, the term of one or more of such Uncovered Aircraft
Subleases for the Additional Uncovered CPA Aircraft will be extended such that
the average term (measured from May 1, 2010) of all the Uncovered Aircraft
Subleases for Additional Uncovered Aircraft equals the average initial term for
all of the aircraft operated by Contractor pursuant to the United
CPA. If United elects to extend the term of the United CPA, then
Contractor shall immediately notify Continental of such election in
writing.
Each time
that United extends the term of the United CPA Continental may extend the term
of one or more of the Uncovered Aircraft Subleases for Additional Uncovered
Aircraft for the term of such extension (but not beyond April 30, 2015), but not
more than the number of Uncovered Aircraft Subleases that would cause the total
number of Uncovered Aircraft Sublease terms extended (including any extension
options exercised by Contractor as provided below) to exceed one Additional
Uncovered Aircraft Sublease for every two aircraft covered by such extension of
the United CPA. Within twenty (20) days of notice by Contractor to
Continental that United has elected to extend the United CPA, Continental shall
provide notice to Contractor identifying the particular Uncovered Aircraft
Subleases that Continental elects to extend, if any, as described
above.
Each time
that United extends the term of the United CPA, provided that Continental is
given notice of such election no less than six (6) months prior to the effective
date of such extension, Contractor may extend the term of one or more the
Uncovered Aircraft Subleases for Additional Uncovered Aircraft for the term of
such extension (but not beyond April 30, 2015), but not more than the number of
Uncovered Aircraft Subleases that would cause the total number of Uncovered
Aircraft Sublease terms extended (including any extension options exercised by
Continental as provided above) to exceed one Additional Uncovered Aircraft
Sublease for every two aircraft covered by such extension of the United
CPA. Within twenty (20) days of notice by Contractor to Continental
that United has elected to extend the United CPA, Contractor shall provide
notice to Continental of the number of Uncovered Aircraft Subleases that
Contractor wishes to extend. Continental shall select the particular
Additional Uncovered Aircraft for which the Uncovered Aircraft Sublease(s) will
be extended.
Return
of Additional Uncovered Aircraft
Upon
expiration of each such Uncovered Aircraft Sublease for the Additional Uncovered
Aircraft, Contractor shall comply with the provisions of Section 2.08 and
10.01 related
to return of Uncovered Aircraft and return such aircraft fully
fueled. Contractor may not operate any Uncovered Aircraft in
commercial service, whether scheduled or otherwise, if such aircraft are in any
livery that incorporates Continental Marks.
Contractor
Representations Regarding the United CPA
Contractor warrants and represents that
(a) of the twenty-two (22) aircraft to be operated by Contractor
pursuant to the United CPA (i) the term of 11 of such aircraft is not less than
twenty-four (24) months, and (ii) the term of the other eleven (11) aircraft is
not less than thirty-six (36) months (b) Contractor will
immediately notify Continental of any notice provided by United related to any
extension of the term of the United CPA, (c) Contractor will promptly provide
notice of any change to the notice provisions of the United CPA relating to the
term thereof, and (d) Contractor will provide a true and correct representation
with respect to the term of the United CPA and any extension
options.
Section
2. Section
2.08 is amended by changing the reference to “Section 2.04” in the
32nd line
of the section, so that it reads in relevant part:
“…except
those Uncovered Aircraft being returned to Continental under Section 2.04(a) or
2.04(b)(i)….”
Section
3. Section
3.03 is amended by adding the following to the end of the section:
“Notwithstanding
any provision of this Agreement to the contrary, Continental will not be
responsible for reimbursement of additional Contractor expenses, to the extent
that such additional expenses increase due to the impact of the operations of
the Additional Uncovered Aircraft.”
Section
4. Section
10.01 is deleted in its entirety and replaced with the following:
“Section
10.01 Conversion of Covered Aircraft
Livery. Without limiting Contractor’s obligations in respect
of any return conditions under any Covered Aircraft Sublease or Uncovered
Aircraft Sublease, for each Delta CPA or Revenue Risk Aircraft, at such time as
such aircraft is returned to Continental, if such aircraft is not already
prepared in the livery required by Paragraph 8 of Exhibit G and not already
configured in the same manner such aircraft was configured at the time of its
withdrawal from the capacity purchase provisions of the Existing CPA prior to
becoming a Delta CPA or Revenue Risk Aircraft, as applicable (including the
removal of all items installed in connection with XM radio, in-seat power or any
other such additions to the aircraft), then Contractor shall cause each such
aircraft to be prepared in such livery and be configured (including, without
limitation, the seating and interior configuration) in the same manner such
aircraft was configured at the time of its withdrawal from the capacity purchase
provisions of the Existing CPA prior to becoming a Delta CPA or Revenue Risk
Aircraft, as applicable (including the removal of all items installed in
connection with XM radio, in-seat power or any other such additions to the
aircraft), prior to its being placed into such service, and provide all
documentation required by applicable FARs relating to such
reconfiguration. Contractor shall be responsible for all costs
related to such preparation and reconfiguration.”
Section
5. The
following definition of “Additional Uncovered Aircraft” is added to Exhibit
A:
“Additional Uncovered Aircraft
– is defined in Section
2.04(b).”
Section
6. The
following definition of “Baseline Date” is added to Exhibit A:
“Baseline Date – is defined
in Section
2.04(b)(ii).”
Section
7. The
definition of “Basic Rent” is deleted in its entirety from Exhibit A and
replaced with the following:
“Basic Rent – is defined, with
respect to any Covered Aircraft, in the Covered Aircraft Sublease for such
Covered Aircraft and, with respect to any Uncovered Aircraft, other than the
Additional Uncovered Aircraft, in the Uncovered Aircraft Sublease for such
Uncovered Aircraft as modified by Section 2.04(b)(ii) and Schedule 2 hereto,
and, in the case of each Additional Uncovered Aircraft, for so long as such
Additional Uncovered Aircraft remains an Additional Uncovered Aircraft pursuant
to the terms of this Agreement, in Section 2.04(b)(ii).”
Section
8. The
following definition of “LLP Program” is added to Exhibit A:
“LLP Program” – is defined in
Section
2.04(b)(ii).
Section
9. The
following definition of “United” is added to Exhibit A:
“United – means United Air
Lines, Inc., a Delaware corporation, and its successors and
assigns.”
Section
10. The
following definition of “United CPA” is added to Exhibit A:
“United CPA – means the
capacity purchase agreement to be entered into by and among Contactor and
United, the general terms of which are described in Contractor’s third quarter
of 2009 10Q as filed with the Securities and Exchange Commission on November 16,
2009, and as same may be extended pursuant to the terms thereof.”
Section
11. Schedule
1 is deleted in its entirety and replaced with the attached restated Schedule
1.
Section
11. Appendix
1 to Schedule 3 is amended by deleting the definition of “Baseline Monthly Block
Hours” in its entirety and replacing it with the following:
“’Baseline Monthly Block Hours’
means the following number of block hours for each calendar month set forth
below:
For
December,
2009: [XXX]
For
January,
2010:
[XXX]
For
February,
2010: [XXX]
For
March,
2010:
[XXX]
Following
March, 2010,
For each
April:
[XXX]
For each
May:
[XXX]
For each
June:
[XXX]
For each
July: [XXX]
For each
August:
[XXX]
For each
September: [XXX]
For each
October: [XXX]
For each
November: [XXX]
For each
December: [XXX]
For each
January:
[XXX]
For each
February: [XXX]
For each
March:
[XXX]”
Except as
expressly amended in this Amendment, the Agreement remains in full force and
effect.
[“XXX”
REPRESENTS CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
IN
WITNESS WHEREOF, Continental, Holdings, XJT and ExpressJet have caused this
Amendment to be executed in duplicate (each of which duplicates are deemed to be
an original) by their duly authorized representatives as of the date first set
forth above.
EXPRESSJET
HOLDINGS,
INC. CONTINENTAL
AIRLINES, INC.
By: __/s/ Chuck
Coble___________ By: __/s/ Zane
Rowe_______________
Name:
Chuck
Coble
Name: Zane
Rowe
Title: Vice
President Field
Services,
Title: Executive Vice President &
Purchasing
and Corporate Real
Estate Chief
Financial Officer
XJT
HOLDINGS, INC.
By: __/s/ Chuck
Coble___________
Name:
Chuck Coble
Title:
Vice President Field Services,
Purchasing
and Corporate Real Estate
EXPRESSJET
AIRLINES, INC.
By: __/s/ Chuck
Coble___________
Name:
Chuck Coble
Title: Vice
President Field Services,
Purchasing
and Corporate Real Estate
SCHEDULE
1
|
|
Section
A
|
|
Covered
Aircraft
|
Tail
|
US
Reg
|
Retained
|
|
|
1
|
925
|
N14925
|
||
|
2
|
926
|
N15926
|
||
|
3
|
927
|
N16927
|
||
|
4
|
928
|
N17928
|
||
|
5
|
929
|
N13929
|
||
|
6
|
930
|
N14930
|
||
|
7
|
932
|
N15932
|
||
|
8
|
933
|
N14933
|
||
|
9
|
934
|
N12934
|
||
|
10
|
935
|
N13935
|
||
|
11
|
936
|
N13936
|
||
|
12
|
937
|
N14937
|
||
|
13
|
938
|
N14938
|
||
|
14
|
939
|
N14939
|
||
|
15
|
940
|
N14940
|
||
|
16
|
941
|
N15941
|
||
|
17
|
942
|
N14942
|
||
|
18
|
943
|
N14943
|
||
|
19
|
944
|
N16944
|
||
|
20
|
945
|
N14945
|
||
|
21
|
946
|
N12946
|
||
|
22
|
947
|
N14947
|
||
|
23
|
948
|
N15948
|
||
|
24
|
535
|
N11535
|
||
|
25
|
536
|
N11536
|
||
|
26
|
537
|
N21537
|
||
|
27
|
538
|
N13538
|
||
|
28
|
539
|
N11539
|
||
|
29
|
540
|
N12540
|
||
|
30
|
5411
|
N16541
|
||
|
31
|
5421
|
N14542
|
||
|
32
|
543
|
N14543
|
||
|
33
|
545
|
N26545
|
||
|
34
|
548
|
N11548
|
||
|
35
|
549
|
N26549
|
||
|
36
|
550
|
N13550
|
||
|
Aircraft
|
Tail
|
US
Reg
|
Retained
|
||
|
37
|
551
|
N11551
|
|||
|
38
|
552
|
N12552
|
|||
|
39
|
553
|
N13553
|
|||
|
40
|
554
|
N19554
|
|||
|
41
|
555
|
N15555
|
|||
|
42
|
556
|
N18556
|
|||
|
43
|
557
|
N18557
|
|||
|
44
|
558
|
N14558
|
|||
|
45
|
564
|
N12564
|
|||
|
46
|
565
|
N11565
|
|||
|
47
|
566
|
N13566
|
|||
|
48
|
567
|
N12567
|
|||
|
49
|
571
|
N16571
|
|||
|
50
|
572
|
N15572
|
|||
|
51
|
5731
|
N14573
|
|||
|
52
|
5741
|
N15574
|
|||
|
53
|
900
|
N12900
|
|||
|
54
|
901
|
N48901
|
|||
|
55
|
902
|
N14902
|
|||
|
56
|
903
|
N13903
|
|||
|
57
|
904
|
N14904
|
|||
|
58
|
905
|
N14905
|
|||
|
59
|
906
|
N22906
|
|||
|
60
|
910
|
N15910
|
|||
|
61
|
911
|
N16911
|
|||
|
62
|
912
|
N15912
|
|||
|
63
|
913
|
N13913
|
|||
|
64
|
914
|
N13914
|
|||
|
65
|
915
|
N36915
|
|||
|
66
|
916
|
N14916
|
|||
|
67
|
917
|
N29917
|
|||
|
68
|
918
|
N16918
|
|||
|
69
|
919
|
N16919
|
|||
|
70
|
9201
|
N14920
|
|||
|
71
|
921
|
N12921
|
|||
|
72
|
922
|
N12922
|
|||
|
73
|
9231
|
N14923
|
|||
|
74
|
9241
|
N12924
|
|||
|
75
|
949
|
N13949
|
|||
|
76
|
950
|
N14950
|
|||
|
Aircraft
|
Tail
|
US
Reg
|
Retained
|
||
|
77
|
951
|
N16951
|
|||
|
78
|
952
|
N14952
|
|||
|
79
|
953
|
N14953
|
|||
|
80
|
954
|
N16954
|
|||
|
81
|
955
|
N13955
|
|||
|
82
|
956
|
N13956
|
|||
|
83
|
957
|
N12957
|
|||
|
84
|
958
|
N13958
|
|||
|
85
|
959
|
N14959
|
|||
|
86
|
960
|
N14960
|
|||
|
87
|
961
|
N16961
|
|||
|
88
|
962
|
N27962
|
|||
|
89
|
963
|
N16963
|
|||
|
90
|
964
|
N13964
|
|||
|
91
|
965
|
N13965
|
|||
|
92
|
966
|
N19966
|
|||
|
93
|
967
|
N12967
|
|||
|
94
|
968
|
N13968
|
|||
|
95
|
969
|
N13969
|
|||
|
96
|
970
|
N13970
|
|||
|
97
|
971
|
N22971
|
|||
|
98
|
972
|
N14972
|
|||
|
99
|
973
|
N15973
|
|||
|
100
|
974
|
N14974
|
|||
|
101
|
975
|
N13975
|
|||
|
102
|
976
|
N16976
|
|||
|
103
|
977
|
N14977
|
|||
|
104
|
978
|
N13978
|
|||
|
105
|
979
|
N13979
|
|||
|
106
|
980
|
N15980
|
|||
|
107
|
981
|
N16981
|
|||
|
108
|
982
|
N18982
|
|||
|
109
|
983
|
N15983
|
|||
|
110
|
984
|
N17984
|
|||
|
111
|
985
|
N15985
|
|||
|
112
|
986
|
N15986
|
|||
|
113
|
987
|
N16987
|
|||
|
114
|
988
|
N13988
|
|||
|
115
|
989
|
N13989
|
|||
|
116
|
990
|
N13990
|
|||
|
117
|
991
|
N14991
|
|||
|
Aircraft
|
Tail
|
US
Reg
|
Retained
|
||
|
118
|
992
|
N13992
|
|||
|
119
|
993
|
N14993
|
|||
|
120
|
994
|
N13994
|
|||
|
121
|
995
|
N13995
|
|||
|
122
|
996
|
N12996
|
|||
|
123
|
997
|
N13997
|
|||
|
124
|
998
|
N14998
|
|||
|
125
|
9991
|
N16999
|
|||
|
126
|
101
|
N18101
|
|||
|
127
|
102
|
N18102
|
|||
|
128
|
103
|
N24103
|
|||
|
129
|
104
|
N41104
|
|||
|
130
|
105
|
N14105
|
|||
|
131
|
106
|
N11106
|
|||
|
132
|
107
|
N11107
|
|||
|
133
|
108
|
N17108
|
|||
|
134
|
109
|
N11109
|
|||
|
135
|
110
|
N34110
|
|||
|
136
|
111
|
N34111
|
|||
|
137
|
112
|
N16112
|
|||
|
138
|
113
|
N11113
|
|||
|
139
|
114
|
N18114
|
|||
|
140
|
115
|
N17115
|
|||
|
141
|
116
|
N14116
|
|||
|
142
|
117
|
N14117
|
|||
|
143
|
118
|
N13118
|
|||
|
144
|
119
|
N11119
|
|||
|
145
|
120
|
N18120
|
|||
|
146
|
121
|
N11121
|
|||
|
147
|
122
|
N12122
|
|||
|
148
|
123
|
N13123
|
|||
|
149
|
124
|
N13124
|
|||
|
150
|
125
|
N14125
|
|||
|
151
|
126
|
N12126
|
|||
|
152
|
127
|
N11127
|
|||
|
153
|
128
|
N24128
|
|||
|
154
|
129
|
N21129
|
|||
|
155
|
130
|
N21130
|
|||
|
156
|
131
|
N31131
|
|||
|
157
|
132
|
N13132
|
|||
|
158
|
133
|
N13133
|
|||
|
Aircraft
|
Tail
|
US
Reg
|
Retained
|
||
|
159
|
134
|
N25134
|
|||
|
160
|
135
|
N12135
|
|||
|
161
|
136
|
N12136
|
|||
|
162
|
137
|
N11137
|
|||
|
163
|
138
|
N17138
|
|||
|
164
|
139
|
N23139
|
|||
|
165
|
140
|
N11140
|
|||
|
166
|
141
|
N26141
|
|||
|
167
|
142
|
N12142
|
|||
|
168
|
143
|
N14143
|
|||
|
169
|
144
|
N21144
|
|||
|
170
|
145
|
N12145
|
|||
|
171
|
146
|
N17146
|
|||
|
172
|
147
|
N16147
|
|||
|
173
|
148
|
N14148
|
|||
|
174
|
149
|
N16149
|
|||
|
175
|
150
|
N11150
|
|||
|
176
|
151
|
N16151
|
|||
|
177
|
152
|
N27152
|
|||
|
178
|
153
|
N14153
|
|||
|
179
|
154
|
N21154
|
|||
|
180
|
155
|
N11155
|
|||
|
181
|
156
|
N10156
|
|||
|
182
|
157
|
N12157
|
|||
|
183
|
158
|
N14158
|
|||
|
184
|
159
|
N17159
|
|||
|
185
|
160
|
N12160
|
|||
|
186
|
161
|
N13161
|
|||
|
187
|
162
|
N14162
|
|||
|
188
|
171
|
N14171
|
|||
|
189
|
172
|
N12172
|
|||
|
190
|
176
|
N11176
|
|||
|
191
|
177
|
N14177
|
|||
|
192
|
179
|
N14179
|
|||
|
193
|
180
|
N14180
|
|||
|
194
|
181
|
N11181
|
|||
|
195
|
182
|
N33182
|
|||
|
196
|
183
|
N16183
|
|||
|
197
|
184
|
N11184
|
|||
|
198
|
188
|
N14188
|
|||
|
199
|
189
|
N11189
|
|||
|
Aircraft
|
Tail
|
US
Reg
|
Retained
|
||
|
200
|
190
|
N27190
|
|||
|
201
|
191
|
N11191
|
|||
|
202
|
192
|
N11192
|
|||
|
203
|
193
|
N11193
|
|||
|
204
|
194
|
N11194
|
|||
|
205
|
195
|
N12195
|
|||
|
206
|
196
|
N17196
|
|||
|
207
|
197
|
N21197
|
|||
|
208
|
198
|
N14198
|
|||
|
209
|
199
|
N11199
|
|||
|
210
|
200
|
N27200
|
|||
|
211
|
201
|
N12201
|
|||
|
212
|
202
|
N13202
|
|||
|
213
|
203
|
N14203
|
|||
|
214
|
204
|
N14204
|
|||
|
215
|
501*
|
N16501
|
|||
|
216
|
502*
|
N16502
|
|||
|
217
|
503*
|
N19503
|
|||
|
218
|
504*
|
N25504
|
|||
|
219
|
505*
|
N14505
|
|||
|
220
|
506*
|
N27506
|
|||
|
221
|
507*
|
N17507
|
|||
|
222
|
508*
|
N14508
|
|||
|
223
|
509*
|
N15509
|
|||
|
224
|
510*
|
N16510
|
|||
|
225
|
511*
|
N16511
|
|||
|
226
|
512*
|
N27512
|
|||
|
227
|
513*
|
N17513
|
|||
|
228
|
514*
|
N14514
|
|||
|
229
|
515*
|
N29515
|
|||
|
230
|
516*
|
N14516
|
|||
|
231
|
517*
|
N24517
|
|||
|
232
|
518*
|
N28518
|
|||
|
233
|
519*
|
N12519
|
|||
|
234
|
520*
|
N16520
|
|||
|
235
|
521*
|
N17521
|
|||
|
236
|
522*
|
N14522
|
|||
|
237
|
523*
|
N27523
|
|||
|
238
|
524*
|
N17524
|
|||
|
239
|
525**
|
N16525
|
|||
|
240
|
526*
|
N11526
|
|||
|
Aircraft
|
Tail
|
US
Reg
|
Retained
|
||
|
241
|
527*
|
N15527
|
|||
|
242
|
528*
|
N12528
|
|||
|
243
|
529*
|
N28529
|
|||
|
244
|
530*
|
N12530
|
|||
|
*
|
withdrawn
Covered Aircraft pursuant to Section 2.05 and Continental’s notification
to ExpressJet on September 5th,
2008
|
|
|
**
|
withdrawn
Covered Aircraft pursuant to Section 2.05 and Continental’s notification
to ExpressJet on September 9th,
2008
|
1 Will
transition to Additional Uncovered Aircraft in accordance with Section 2.04 (b)
(ii)
|
|
Section
B
|
|
|
Delta CPA
Aircraft
|
|
|
Section
C
|
|
|
Revenue Risk
Aircraft
|
|
|
Delta-Prorate
Aircraft
|
|
Aircraft
|
Tail
|
US
Reg
|
Retained
|
|
1
|
165
|
N11165
|
X
|
|
2
|
167
|
N12167
|
X
|
|
3
|
168
|
N14168
|
X
|
|
4
|
169
|
N17169
|
X
|
|
5
|
170
|
N16170
|
X
|
|
6
|
173
|
N14173
|
X
|
|
7
|
175
|
N12175
|
X
|
|
8
|
569
|
N12569
|
X
|
|
9
|
570
|
N14570
|
X
|
|
10
|
575
|
N11575
|
X
|
|
11
|
907
|
N14907
|
X
|
|
12
|
908
|
N13908
|
X
|
|
13
|
909
|
N22909
|
X
|
|
|
Branded
Aircraft
|
|
Aircraft
|
Tail
|
US
Reg
|
Retained
|
|
1
|
163
|
N12163
|
X
|
|
2
|
164
|
N11164
|
X
|
|
3
|
166
|
N12166
|
X
|
|
4
|
174
|
N14174
|
X
|
|
5
|
178
|
N16178
|
X
|
|
6
|
185
|
N17185
|
X
|
|
7
|
186
|
N14186
|
X
|
|
8
|
187
|
N11187
|
X
|
|
9
|
544
|
N11544
|
X
|
|
10
|
546
|
N16546
|
X
|
|
11
|
547
|
N11547
|
X
|
|
12
|
559
|
N16559
|
X
|
|
13
|
560
|
N17560
|
X
|
|
14
|
561
|
N16561
|
X
|
|
15
|
562
|
N14562
|
X
|
|
16
|
563
|
N12563
|
X
|
|
17
|
568
|
N14568
|
X
|
|
|
Section
C
|
|
|
Additional Uncovered
Aircraft
|
|
Aircraft
|
Tail
|
US
Reg
|
Retained
|
Associated
Engines
|
|
1
|
5411
|
N16541
|
312005,
312010
|
|
|
2
|
5421
|
N14542
|
312006,
312009
|
|
|
3
|
5731
|
N14573
|
312173,
312215
|
|
|
4
|
5741
|
N15574
|
312210,
312211
|
|
|
5
|
9201
|
N14920
|
311617,
311678
|
|
|
6
|
9231
|
N14923
|
311535,
311537
|
|
|
7
|
9241
|
N12924
|
311520,
311521
|
|
|
8
|
9991
|
N16999
|
311499,
311511
|
1 Will
transition to Additional Uncovered Aircraft in accordance with Section 2.04 (b)
(ii)