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Exhibit 10.2

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Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. The omitted information is indicated by [***].

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CAPACITY PURCHASE AGREEMENT

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BETWEEN

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UNITED AIRLINES, INC.,

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AND

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SKYWEST AIRLINES, INC.

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DATED AS OF MAY 16, 2013

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TABLE OF CONTENTS

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CAPACITY PURCHASE AGREEMENT

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This Capacity Purchase Agreement (this “Agreement”), dated as of May 16, 2013 is between United Airlines, Inc., a Delaware corporation (“United”) and SkyWest Airlines, Inc., a Utah corporation (“Contractor”);

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WHEREAS, Contractor desires to perform Contractor Services pursuant to the terms hereof, and United desires to engage Contractor to perform such services, provided that the performance of such services is guaranteed by SkyWest Inc., a Utah corporation (“Parent”);

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WHEREAS, the parties are entering into the Ancillary Agreements (as defined herein), in each case as an integral part of this Agreement; and

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NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and obligations hereinafter contained, the parties agree to:

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ARTICLE I DEFINITIONS

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Capitalized terms used in this Agreement (including, unless otherwise defined therein, in the Schedules, Appendices and Exhibits to this Agreement) shall have the meanings set forth in Exhibit A hereto.

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ARTICLE II

CAPACITY PURCHASE, SCHEDULES AND FARES

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(a)Contractor shall present each Covered Aircraft for service under this Agreement on the Actual In-Service Date for such aircraft (without regard to Contractor’s separate obligations under Section 8.4 hereof) and for each day thereafter until the exit date set forth for such aircraft under the caption “Scheduled Exit Date” on Schedule 1, as such date may be extended pursuant to Section 10.2 hereof, in each case unless such aircraft is earlier withdrawn from the terms of this Agreement or this Agreement is earlier terminated, and United agrees to purchase the capacity of each such Covered Aircraft for the period during which such Covered Aircraft is so presented for service, all under the terms and conditions set forth herein and for the consideration described in Article III. Subject to the terms and conditions of this Agreement, Contractor shall provide all of the capacity of the Covered Aircraft solely to United and use the Covered Aircraft solely to operate the Scheduled Flights and as otherwise expressly provided herein. All Covered Aircraft operated by Contractor in the provision of Regional Airline Services to United under this Agreement shall be painted and otherwise outfitted in the aircraft livery as set forth in Section 8 of Exhibit E hereto. Contractor will use commercially reasonable efforts to cause and assure that it will at all times be and remain in custody and control of the Covered Aircraft and all other aircraft and equipment of, or operated by, Contractor and used in the performance of Contractor Services, and United and its directors, officers, employees, and agents shall not, for any reason, be deemed to be in custody or control, or a bailee, of any such aircraft or equipment.

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(b)Fares, Rules and Seat Inventory. United shall establish and publish all fares and related tariff rules for all seats on the Covered Aircraft. Contractor shall not publish any fares, tariffs, or related information for the Covered Aircraft. In addition, United shall have complete control over all seat inventory and inventory and revenue management decisions for the Covered Aircraft, including overbooking levels, discount seat levels and allocation of seats among various fare buckets.

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(c)Flight Schedules. United shall, in its sole discretion, establish and publish all schedules for the Covered Aircraft (such scheduled flights, together with Charter Flights, referred to herein as “Scheduled Flights”), including determining the city-pairs served, frequencies, utilization and timing of scheduled arrivals and departures, and shall, in its sole discretion, make all determinations regarding the establishment and scheduling of any flights other than Scheduled Flights; provided that such schedules shall be subject to Reasonable Operating Constraints and Conditions and the provisions of this Section 2.1; and provided further that Contractor shall operate all Charter Flights in accordance with the provisions set forth on Exhibit P; and provided further that Scheduled Flights may include flights from a maintenance base to any Applicable Airport or from one Hub Airport to another Hub Airport. United shall also be entitled, in its sole discretion and at any time prior to takeoff, to direct Contractor to delay or cancel a Scheduled Flight, including without limitation for delays and cancellations that are ATC or weather related, and Contractor shall take all necessary action to give effect to any such direction; provided that, if United, following delivery of a Final Monthly Schedule, directs the cancellation of a number of flights [***]. Contractor shall be entitled to make such maintenance, ferry and repositioning flights as may be required to facilitate the proper maintenance of the Covered Aircraft or to accommodate the Scheduled Flights. At least [***] calendar days prior to the first day of each month to which a proposed Final Monthly Schedule relates, United shall present a planned flight schedule for such month, together with a proposed Final Monthly Schedule for the following two (2) months. United shall review and consider any changes to the planned flight schedule for the Covered Aircraft, including the proposed Final Monthly Schedule, suggested by Contractor. Not later than [***] calendar days prior to the beginning of the calendar month to which a proposed Final Monthly Schedule relates, United will deliver to Contractor the Final Monthly Schedule. Following such delivery of the Final Monthly Schedule, however, United may make such adjustments to the Final Monthly Schedule as it deems appropriate (subject to Reasonable Operating Constraints and Conditions). If such adjustment is attributable to other than a request from either Contractor or an affiliate of Contractor, then the parties shall, at Contractor’s election and in advance of any change to the affected Scheduled Flight as set forth in the Final Monthly Schedule, use commercially reasonable efforts to agree upon any material actual incremental labor costs, if any, that will be incurred by Contractor attributable to such change in schedule, each party acting reasonably, and such agreed-upon increased labor costs, if any, shall be paid in accordance with Section 3.6(c)(ii); provided, that an adjustment attributable to any reason affecting the availability of aircraft, as such availability is reasonably determined by United, shall be deemed to be an adjustment attributable to a request from Contractor or any affiliate of Contractor, regardless of whether Contractor or any affiliate of Contractor actually makes such a request.

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(d)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

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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 (excluding EMB 120 aircraft), by (y) [***], and rounding the quotient to the nearest whole number. The spare regional jet aircraft shall be constituted from either Covered Aircraft (the “Spare Aircraft”) or other covered aircraft (excluding EMB 120 aircraft) under other capacity purchase or similar agreements between United and Contractor (the “Other Spare Aircraft”), or both, in a proportion determined by United. After United has so instructed Contractor as to such proportion (which is not expected to occur until the adoption of an appropriate amendment to the 2003 Agreement in order to give effect to provisions equivalent to this Section 2.1(d)), Contractor shall select the specific hulls that shall constitute the Spare Aircraft and Other Spare Aircraft; provided that if Contractor has not received instruction or direction from United pursuant to the foregoing sentences of this Section 2.1(d) prior to the delivery of the [***] Covered Aircraft listed on Schedule 1, then such [***] Covered Aircraft shall be a Spare Aircraft, and if Contractor has not received instruction or direction from United pursuant to the foregoing sentences of this Section 2.1(d) prior to the delivery of the [***] Covered Aircraft listed on Schedule 1, then such [***] Covered Aircraft shall be a Spare Aircraft. 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.

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(e)Rest Over-Night (RON) Aircraft. With regard to RON maintenance, the Covered Aircraft will be scheduled to operate within Contractor’s existing maintenance facilities framework as of the Effective Date (consisting of COS, FAT, MKE, ORD, PSP, SLC and TUS), unless both parties mutually agree otherwise.

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Contractor acknowledges and agrees that all revenues resulting from the sale and issuance of passenger tickets associated with the operation of the Covered Aircraft and all other sources of revenue associated with the operation of the Covered Aircraft or the provision of Regional Airline Services, in each case following the Effective Date and during the Term, including without limitation revenues relating to Charter Flights, the transportation of cargo or mail, the sale of food, beverages and onboard entertainment, checked baggage fees, duty-free services, exterior and interior advertising and guaranteed or incentive payments from airport or governmental authorities, civic associations or other third parties in connection with scheduling flights to such airport or locality, are the sole property of and shall be retained by United (or, if received by Contractor or Parent, shall be promptly remitted to United, free and clear of claims of any third party arising by, through or under Contractor or Parent or their affiliates). The parties agree that the foregoing revenue shall not include manufacturer rebates or other incentives attributable to the acquisition or operation by Contractor of the Covered Aircraft received by Contractor from any manufacturer except to the extent provided in Section 8.4(b) or Section 10.5. Contractor agrees that it shall reasonably cooperate with United so as to permit

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United to receive all revenues of the type described above (and United agrees to promptly reimburse Contractor for the reasonable out-of-pocket expenses incurred by Contractor in connection therewith). Contractor’s and its affiliates’ obligations to remit funds under this Section 2.2 shall only apply to the extent that Contractor or any such affiliate actually receives such revenues.

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All pass travel and other non-revenue travel on any Scheduled Flight shall be administered in accordance with Exhibit C.

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(a)If the Pre-Tax Margin of UCH, (i) as measured in the aggregate over [***] consecutive fiscal quarters, is equal to or less than negative [***], or (ii) is equal to or less than negative [***] over [***] consecutive fiscal quarters, then, in either case, United shall have the right, in its sole discretion, to terminate this Agreement with respect to some or all of the Covered Aircraft as provided in this Section 2.4 by written notice to Contractor within [***] days following the end of such [***] consecutive quarter (any such notice, a “Distress Notice”) (which Distress Notice shall specify the number of aircraft to be terminated and a Termination Date not earlier than [***] days following the date of such Distress Notice), following which the provisions of Section 8.3(b) shall apply; provided that if United elects to terminate this Agreement with respect to Covered Aircraft pursuant to this Section 2.4, then (i) the provisions of Section 10.1 shall apply, except that United must exercise the Call Option with respect to such Covered Aircraft that are owned or leased by Contractor (other than any such aircraft leased from United) (subject to the immediately following sentence) (such aircraft, the “Call Option Removed Aircraft”), and (ii) United shall pay Contractor the wind-down expenses as provided in Section 2.4(d) below. Notwithstanding the foregoing, Contractor shall have the right to retain, and United shall then not have the right or obligation to acquire, any or all such Call Option Removed Aircraft, upon written notice by Contractor to United exercising such right to retain within [***] days of Contractor’s receipt of the Distress Notice. For the avoidance of doubt, United shall pay Contractor the expenses as provided in Section 2.4(d) below whether or not Contractor exercises its right to retain any or all such Call Option Removed Aircraft.

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(b)At any time and from time to time, United shall have the right, in its sole discretion, to terminate this Agreement with respect to some or all of the Covered Aircraft as provided in this Section 2.4 by delivering a notice (a “2.4(b) Notice”) to Contractor (which 2.4(b) Notice shall specify the number of aircraft to be terminated and a Termination Date not earlier than [***] days following the date of such 2.4(b) Notice), following which the provisions of Section 8.3(b) shall apply; provided that if United elects to terminate this Agreement with respect to some or all of the Covered Aircraft pursuant to this Section 2.4, then (i) the provisions of Section 10.1 shall apply, except that United must exercise the [***], and (ii) United shall pay Contractor the expenses as provided in Section 2.4(e) below. Notwithstanding the foregoing, Contractor shall have the right to retain, and United shall then not have the right or obligation to acquire, any or all such Call Option Removed Aircraft, upon written notice by Contractor to United exercising such right to retain within [***] days of Contractor’s receipt of the 2.4(b)

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Notice. For the avoidance of doubt, United shall pay Contractor the expenses provided in Section 2.4(e) below whether or not Contractor exercises its right to retain any or all such Call Option Removed Aircraft.

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(c)United’s right to terminate all or part of the Covered Aircraft as provided in Section 2.4 (each aircraft so terminated, a “Removed Covered Aircraft”) shall be subject to the following conditions:

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operations of Other Large Gauge Operators in connection therewith, then United agrees that it will not return any such aircraft to Other Large Gauge Operators unless Removed Covered Aircraft equaling a proportionate number of all such aircraft returning into service are returned to Contractor pursuant to this Agreement on the same economic terms as applicable at the time of the removal of such Covered Aircraft from this Agreement, such proportion to be measured as described above in clause (i), and such return to be implemented in the proportional manner described above in clause (i); provided, further, that if any such Removed Covered Aircraft shall have been sold or leased by United (or is under contract to be sold or leased at the time of application of this clause (iii)), then United shall not be required to return such aircraft to service hereunder and the proportions described above shall be adjusted to remove such aircraft from such measurement; and provided, further, that any such Removed Covered Aircraft being returned to operation as a Covered Aircraft hereunder shall be returned within [***] of the return to service of any other aircraft operated by Other Large Gauge Operators; and provided, further, United shall not discriminate against Contractor with respect to the sale or lease of such Removed Covered Aircraft, on the one hand, and Other Large Gauge Regional Aircraft operated by Other Large Gauge Operations, on the other hand (it being understood that the sale of a disproportionate share of such Removed Covered Aircraft or Other Large Gauge Regional Aircraft at the request of a buyer shall not constitute discrimination on United’s part).

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(d)In connection with any termination of Covered Aircraft pursuant to Section 2.4(a), United will be responsible for [***], in each case incurred by Contractor as a direct result of the removal of any Removed Covered Aircraft (using commercially reasonable efforts to mitigate such costs) and reasonably documented in connection with such termination of such Covered Aircraft.

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(e)In connection with any termination of Covered Aircraft pursuant to Section 2.4(b), United will pay Contractor an amount in respect of each such Covered Aircraft equal to the product of:

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ARTICLE III

CONTRACTOR COMPENSATION

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For and in consideration of the services to be provided by Contractor pursuant to the terms and conditions of this Agreement, and subject to the terms and conditions set forth herein,

(i)United shall be responsible for (a) paying to Contractor Compensation for Carrier Controlled Costs and the Incentive Markup Payments, if any, (b) reimbursing Contractor for the Pass- Through Costs, and (c) incurring directly the expenses described in Section 3.4(a), and United shall not be responsible for any other costs or expenses incurred by Contractor hereunder, and

(ii)Contractor shall be responsible for incurring directly the expenses described in Section 3.4(b), in each case as more specifically provided below in this Article III, such amounts to be paid and reconciled as set forth in Section 3.6 below.

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For and in consideration of the services to be provided by Contractor pursuant to the terms and conditions of this Agreement, United shall make payments to Contractor, subject to the terms and conditions set forth in this Article III and elsewhere in this Agreement, for each of the following measurements: (i) ownership rate per month in respect of each Covered Aircraft,

(ii) completed block hours flown for Scheduled Flights, (iii) completed flight hours flown for Scheduled Flights, (iv) number of completed Scheduled Flight departures, and (v) the maintenance, crew and administrative overhead cost per month in respect of each Covered Aircraft, in each case in accordance with the rates set forth on Schedule 2 (all such compensation associated with (ii), (iii) and (iv), collectively, the “Flight Reconciled Carrier Controlled Costs,” and all such compensation associated with (i) and (v), collectively, “Ownership Rate”, and, such Ownership Rate and Flight Reconciled Carrier Controlled Costs, collectively, the “Compensation for Carrier Controlled Costs”). Compensation for Carrier Controlled Costs shall be paid as provided in Section 3.6 below.

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United and Contractor have developed a monthly incentive payment program (the “Incentive Program”) under which Contractor shall earn monthly incentive markup payments calculated as a percentage of Compensation for Carrier Controlled Costs for such month, all as more fully set forth below:

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(a)Under the Incentive Program, operating performance goals (the “Operating Goals”) for Contractor’s operation of Scheduled Flights shall be set with respect to the following measurements (each, an “Operating Performance Measure”): (i) On-Time Departure Rate, (ii) Controllable Completion Factor and (iii) Customer Satisfaction Score. Except as otherwise

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provided in Section 3.2(c) for the period beginning as of the first Actual In-Service Date for any Covered Aircraft and ending December 31, 2014, each initial Operating Goal, effective through and including the next succeeding December 31, will be established on the Commencement Date and shall be reestablished for each succeeding calendar year, using the applicable predetermined methodology as set forth below:

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(b)Performance Levels. The Operating Goals shall be used to determine four performance levels, “A,” “B,” “C” and “D” (each a “Performance Level”) as follows:

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computed, provided that the “A” Performance Level shall extend to [***], the “D” Performance Level shall extend to [***] for the On-Time Zero Operating Goal and the Controllable Completion Operating Goal, and the “D” Performance Level shall extend below [***] for the Customer Satisfaction Operating Goal. For example, if the Controllable Completion Operating Goal for a measurement period is determined to be [***], such number shall be the lowest end of the “B” Performance Level. Applying the methodology, in the Grade Width table referenced above, the bottom of the “A” Performance Level would be [***]. Furthermore, the bottom of the “C” Performance Level would be [***]. Based on these numbers and the Grade Widths, and before application of any Seasonality Adjustment Factors, the range of the Performance Levels would be as follows:

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“A” Performance Level=[***]

“B” Performance Level=[***]

“C” Performance Level=[***]

“D” Performance Level=[***]

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(c)For each calendar month during the Term during which Scheduled Flights shall have been flown, Contractor’s level of performance under this Agreement with respect to the Operating Goals (“Contractor’s Performance”) shall be measured against the Performance Levels, and a “Contractor Grade” shall be determined with respect to each Operating Goal; provided that no Incentive Markup Payments shall be payable with respect to any Covered Aircraft prior to its Actual In-Service Date; provided further that, for the period beginning as of the first Actual In-Service Date for any Covered Aircraft and ending December 31, 2014, Contractor’s Performance shall be deemed to be no worse [***] level performance for all purposes of this Agreement.

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(d)Markup. Following the determination of each Contractor Grade for each month, any applicable markup percentage shall be determined pursuant to Schedule 4, and such markup percentage shall be applied to the Compensation for Carrier Controlled Costs for the applicable month as part of the reconciliation process set forth in Section 3.6 (any payment owed to Contractor by United associated with such a markup, an “Incentive Markup Payment”).

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(a) Except as otherwise expressly provided in this Section 3.3, the Compensation for Carrier Controlled Costs set forth on Schedule 2 as of the Effective Date shall not be adjusted.

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(a)United Directly Incurred Expenses. With respect to Regional Airline Services, in consideration of the provision by Contractor of Contractor Services and its compliance with the other terms and conditions of this Agreement, the following expenses, together with such

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expenses, if any, as are referenced in the last sentence of Section 3.4(b), shall be incurred directly by United:

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would be entitled to indemnification under Article VII, and (B) fees or charges described in Section 3.6(b)(iii)(A)(11);

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If, notwithstanding the foregoing, Contractor incurs any of the expenses set forth in this Section 3.4(a), and only to the extent that United determines that such expenses are both reasonable and should properly have been incurred by United hereunder, or alternatively have been pre- approved by United in writing, then United shall reimburse Contractor for such expenses pursuant to Section 3.6(b)(iii)(A)(13).

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(b)Contractor Expenses. Except as provided in Section 3.4(a), Contractor shall pay in accordance with commercially reasonable practices all expenses or costs incurred in connection with Contractor’s provision of Contractor Services. Contractor agrees that, in connection with its provision of Contractor Services to United hereunder and the provision of the other services contemplated to be performed by Contractor under the Ancillary Agreements, it shall use commercially reasonable efforts to minimize costs incurred by it if such costs would be reimbursable by United to Contractor in accordance with the terms of this Agreement or any Ancillary Agreement (it being understood that the payment of any amount owed pursuant to Schedule 2 shall not constitute “costs [that] would be reimbursable by United” for purposes of this sentence). [***]

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Contractor shall make available for inspection by United and its outside auditors and advisors, within a reasonable period of time after United makes a written request therefor, all of

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Contractor’s books and records (including all financial and accounting records and operations reports, and records of other subsidiaries or affiliates of Contractor, if any) (i) as necessary to audit any payments made or amounts or setoff pursuant to this Agreement, and (ii) otherwise related to Contractor’s provision of Contractor Services to United or any of Contractor’s other obligations under this Agreement, including without limitation relating to the performance, regulatory and operational standards in Sections 4.2, 4.3, 4.4, 4.5, 4.7, 4.8, 4.9, 4.17, 4.18, 4.19,

4.20 and 4.22, but excluding, in all events, (A) the books and records of Contractor or any subsidiary or affiliate of Contractor that relate solely to the payment by United of Compensation of Carrier Controlled Costs (other than the operating statistics of Contractor or any subsidiary or affiliate of Contractor, and except in connection with any calculation contemplated in Section 10.4(f) relevant to Growth Aircraft) or, (B) to the extent such disclosure to United or its auditors or advisors would violate a confidentiality provision to which Contractor is subject, any agreement relating to the purchase or maintenance of the Covered Aircraft and related engines and parts and services (all such books and records, collectively, the “CPA Records”), in each case, for the preceding [***], and with respect to books and records related to an ongoing good faith dispute arising during such [***] (or, with respect to any reconciliation of Pass-Through Costs or any dispute of such Pass-Through Costs, the [***] following the date such costs (or documentation thereof) were presented to United by Contractor or a third party), for any additional period until the final resolution of such dispute (each such period, an “Audit Period”). It is understood by the parties hereto that (x) on the one hand, this Section 3.5 is not intended to grant United or its auditors or advisors the right to audit the costs and expenses of Contractor for which Contractor is intended to be compensated by the Compensation of Carrier Controlled Costs hereunder or Contractor’s profit or loss with respect thereto, and (y) on the other hand, United and its auditors and advisors shall nevertheless have access to the CPA Records regardless of whether such records may incidentally relate to some aspect of Compensation of Carrier Controlled Costs or the costs and expenses referenced in clause (x) above; provided that to the extent that Contractor’s compliance with this Section 3.5 would require Contractor to violate a confidentiality provision of any agreement to provide such CPA Records to United or its auditors and advisors (in the absence of this proviso), Contractor and United shall use commercially reasonable efforts to agree upon an independent auditor (i) to whom Contractor shall provide all such CPA Records on a confidential basis and in a manner that does not violate Contractor’s obligations, (ii) who shall be authorized to audit such CPA Records on behalf of United and (iii) who shall verify any calculations, terms or other matters requested by United pursuant to and within the scope United’s rights set forth in this Section 3.5, but without disclosing confidential information to United in a manner that would violate Contractor’s obligations. United and its outside auditors and advisors shall be entitled to make copies and notes of such information as they deem necessary and to discuss such records with Contractor’s Chief Financial Officer or such other employees or agents of Contractor knowledgeable about such records. Upon the reasonable written request of United or its outside auditors or advisors, Contractor will cooperate with United and its outside auditors and advisors to permit United and its outside auditors and advisors access to Contractor’s outside auditors for purposes of reviewing such records. Any audit conducted pursuant to this Section 3.5 shall be paid for by United, unless pursuant to such audit it is determined that Contractor owes United in excess of [***] (“Excess Audit Amount”), in which case Contractor shall pay to United the reasonable costs and expenses incurred by United in connection with such audit; provided, that if United

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elects to procure fuel as contemplated in Section 4.12(b)(i), then the Excess Audit Amount shall be [***]. In addition, Contractor shall deliver or cause to be delivered to United (I) as soon as available, but in any event within [***] after the end of each fiscal year, a copy of the consolidated balance sheet of Contractor, as at the end of such year, and the related consolidated statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on by an independent certified public accountants of nationally recognized standing; and (II) as soon as available, but in any event not later than [***] after the end of each of the first three quarterly periods of each fiscal year, the unaudited consolidated balance sheet of Contractor, as at the end of such quarter, and the related unaudited consolidated statements of income and retained earnings and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a responsible officer of Contractor as being fairly stated in all material respects (subject to normal year-end audit adjustments); provided, that Contractor shall not be required to deliver financial statements pursuant to this sentence at any time that Guarantor is a reporting issuer pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and such financial statements are timely filed with the Securities and Exchange Commission pursuant thereto. All financial statements delivered hereunder shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein). Following the termination of each respective Audit Period, United’s right to audit the CPA Records for such Audit Period shall terminate.

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3.6Billing and Payment.

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(a)Prepayment. At least [***] prior to the commencement of the applicable month to which a Final Monthly Schedule relates, Contractor shall present a reasonably detailed written invoice for the following amount (the “Prepayment”) due under this Agreement in respect of the month to which such Final Monthly Schedule pertains, assuming [***] level performance for such month:

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(x) the number of days from the Actual Delivery Date of such Covered Aircraft to the Actual In-Service Date of such Covered Aircraft and (y) [***], and the denominator of which is [***]; plus

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Section 3.6(a)(ii) exceeds (y) the product of (I) Contractor’s actual block hours flown in such calendar month, multiplied by (II) the rate “for each block hour” set forth on Schedule 2, then the reconciliation for such period shall include a payment by Contractor to United in an amount equal to such difference (increased by markup on such difference assuming [***] performance for such month).

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(increased by markup on such difference assuming [***] performance for such month).

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such allocation to be proportionate at an Applicable Airport based on the number of enplaned passengers for Regional Airline Services and Contractor’s other customers;

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Fuel Services for or on behalf of Contractor pursuant to clause (ii) of Section 4.12(b), charges for Fuel Services;

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included in the Pass-Through Costs for any particular month will be equal to the sum of (X) the product of (1) the applicable insurance rate per completed passenger set forth on Schedule 3 multiplied by (2) the Forecasted Passengers for such month, and (Y) the product of (1) the applicable insurance rate per 1000 RPMs set forth on Schedule 3 multiplied by (2) the Forecasted RPMs for such month.

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by Contractor in the immediately preceding month the cost of which was incurred directly and/or reimbursed hereunder by United, as the case may be, multiplied by [***];

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(y) United’s set-off rights as set forth in Section 3.6(c)(ii) and Section 11.13, and (z) any other adjustments as mutually agreed to by both Contractor and United, as follows:

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Contractor, available on or before the [***] of the month (or if such day is not a Business Day, the next Business Day) to which the invoice relates, as adjusted pursuant to Section 3.6(c)(ii) below; and

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pursuant to this Section 3.6, and United shall have no obligation to Contractor with respect to such expenses and shall be entitled to reconcile such expenses as null and void (except to the extent such invoice is subject to a good faith on-going dispute of which Contractor has notified United in writing).

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ARTICLE IV

CONTRACTOR OPERATIONS AND AGREEMENTS WITH UNITED

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(c)Flight Attendants. Contractor’s flight attendants will at all times possess all necessary training and meet all currently applicable governmental requirements and any other requirements pursuant to this Agreement (including without limitation as referenced in Section 4.3), in each case as such requirements may be amended from time to time during the Term.

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(d)Solely with respect to the operations by Contractor of the Covered Aircraft, Contractor shall provide United with Contractor’s flight and cabin crew daily schedules and forward planning schedules inclusive of reserves and placement for operational integrity not less than [***] days in advance of the applicable month; provided that such schedules shall be de-

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identified with respect to individual employee names and any other information that would allow United to specifically identify individual employees. Such information may be used by United for informational purposes only, and the provision of such information shall not be interpreted as providing United with any operational control over Contractor’s provision of Regional Airline Services.

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(f)If United notifies Contractor in writing that an individual Contractor employee, independent contractor or agent involved in providing Contractor Services to United has provided customer service at a lower level than the standards to which Contractor and United have agreed herein, then United shall give Contractor notice to that effect. Contractor shall have [***] Business Days following United’s notice in which to investigate the matters forming the basis of such notice, correct any deficient performance and provide United with written assurances that such deficient performance shall not recur. If, following such [***] Business Day period, United is not reasonably satisfied with the results of Contractor’s efforts, pursuant to Contractor’s policies in effect as of the date hereof (a copy of which policies has been provided to United prior to the date hereof), to correct the deficient performance and/or to ensure its non- recurrence, then Contractor shall, as soon as possible, cease utilizing such Contractor employee, independent contractor or agent in Contractor’s provision of Contractor Services to United under this Agreement, without cost to United. Nothing in this provision shall operate or be construed to limit Contractor’s responsibility for the acts or omission of the Contractor employee, independent contractor or agent, or be construed as joint employment, or excuse any of Contractor’s obligations under Section 4.1(a) herein or under any other provision of this Agreement.

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(g)Career Path Program for Pilots. United and Contractor agree to comply with the provisions set forth in Exhibit M.

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Contractor has and shall maintain all certifications, permits, licenses, certificates, exemptions, approvals, plans, and insurance required by governmental authorities and Airport Authorities, including, without limitation, FAA, DOT and TSA, to enable Contractor to perform the services required by this Agreement. All flight operations, dispatch operations and all other operations and services undertaken by Contractor pursuant to this Agreement shall be conducted, operated and provided by Contractor in compliance with all laws, regulations and requirements of applicable governmental authorities and Airport Authorities (foreign and domestic), including, without limitation, those relating to airport security, the use and transportation of hazardous materials and dangerous goods, crew qualifications, crew training and crew hours, the carriage of persons with disabilities and without any violation of U.S. or foreign laws, regulations or governmental prohibitions. All Covered Aircraft shall be operated and maintained by Contractor in compliance with all laws, regulations and governmental requirements of applicable governmental authorities and Airport Authorities (foreign and domestic), Contractor’s own operations manuals and maintenance manuals and procedures, all applicable provisions of any

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aircraft lease, mortgage or sublease, and all applicable equipment manufacturers’ manuals and instructions.

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(a)At all times, Contractor shall provide Contractor Services with appropriate standards of care, but in no event lower than such standards utilized by United as of the date of this Agreement. United procedures, performance standards and means of measurement thereof concerning the provision of air passenger and air cargo services shall be applicable to all Regional Airline Services provided by Contractor; provided that all such procedures and means of measurement shall be no more stringent than those used by United with respect to the performance of its other operators of regional jet aircraft of a seating capacity of at least [***] seats and not more than [***] seats to that used by Contractor hereunder. Contractor shall achieve at least the comparable quality of airline service as provided by United, subject to limitations and differences imposed by the aircraft type used by Contractor hereunder. Contractor shall comply with all airline customer service commitments, policies and service standards of United as of the Commencement Date, including without limitation the “Customer First” commitments, on board services requirements and employee conduct, appearance and training policies in place as of the Commencement Date, and shall handle customer-related services in a professional, businesslike and courteous manner. In connection therewith, Contractor shall maintain aircraft cleaning cycles and policies, shall comply with the provisions set forth in Exhibit J and shall maintain adequate staffing levels, to ensure at least a comparable level of customer service and operational efficiency that United achieves, including without limitation in respect of customer complaint response, boarding timing and handling of irregular operations. In addition, at the request of United, Contractor shall comply with all such airline customer service commitments, policies and standards of care of United as adopted, amended or supplemented after the Commencement Date.

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(b)Contractor shall make such interior and exterior design and product-related changes as may be required by United from time to time, including both those for which the cost is borne by United pursuant to Section 3.4(a)(x), and those that occur within Contractor’s normal aircraft and facility refurbishment program.

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(c)Contractor shall acquire the Covered Aircraft with such equipment and hardware as available from Embraer and selected by United, including an ARINC aircraft communications addressing and reporting system and ACARS-based equipment. Contractor shall acquire at Contractor’s cost and expense any software associated with the ARINC communications addressing and reporting system and ACARS based equipment, in each case, reasonably selected by United to provide such operational information as United shall direct. Any upgrade of equipment or hardware associated with ARINC or ACARS occurring after the initial acquisition of the Covered Aircraft and at United’s direction shall be at United’s cost and expense.

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(d)Contractor shall provide United with timely communication regarding the status of all flights. Contractor shall, at its own expense, ensure that the Covered Aircraft is equipped with the software capability of providing ACARS-based data [***] and relating to automated weight and balance procedures for each Scheduled Flight, and shall accurately and timely

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perform such automated weight and balance procedures; provided, that such software and ACARS-based equipment is capable of providing such information.

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(e)Contractor shall maintain and utilize Contractor’s passenger and bag weight program approved by the FAA and existing on the Commencement Date (unless and until otherwise directed by the FAA).

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(f)With respect to the initial Covered Aircraft contemplated hereunder, United shall timely inform Contractor of the required seat layouts of the Covered Aircraft (for SHARES Seat Map). Contractor shall ensure that all Scheduled Flights are capable of operating in Category 2 conditions (with respect to instrument landing systems).

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(g)Contractor will use United’s standard procedures for processing and adjudicating all claims for which Contractor is responsible in an effort to avoid such matters becoming the subject of claims, litigation or an investigation by a governmental agency or authority. At either party’s request, Contractor and United will meet to discuss and review Contractor’s customer service procedures and policies and its employees’ conduct, appearance and training standards and policies.

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(h)Contractor acknowledges that United may implement programs to evaluate the delivery of customer service and adherence to customer service standards established by United and Contractor hereby agrees to fully comply with all aspects of any such programs; provided, that United agrees to pay mutually agreed material incremental costs, if any, resulting from such implementation. Contractor acknowledges that pursuant to such programs United may directly observe customer service delivery and provide Contractor with findings and corrective actions. Contractor acknowledges that Contractor’s required compliance with such programs shall include without limitation (i) Contractor’s provision of certain data to United, as requested, for customer service quality evaluations and assessments by United and (ii) Contractor’s compliance with corrective actions required by United.

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(i)Subject to United providing Contractor with such information, training and access to records as Contractor shall reasonably request, and subject to any other limitations imposed by aircraft type, Contractor agrees to participate in the United Cargo Program.

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Contractor agrees to accept any and all DOT-issued complaints as an air carrier for any reason or cause. Contractor agrees that any such complaint, regardless of whether the basis for such complaint is within Contractor’s control, shall be accepted as a Contractor complaint for DOT purposes. For the avoidance of doubt, no complaint recorded on a Contractor flight, inclusive of station origin and destination, will count against United’s DOT complaint rate.

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Contractor must maintain Department of Defense air carrier approval per 32 CFR Part 861 and agrees to notify United immediately if changes to such status occur.

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Contractor agrees to provide aircraft movement (towing teams) at all Applicable Airports

(i) due to circumstances relating to Contractor’s IT systems, maintenance, flight crew or movement of overnight aircraft to or from remote hangar locations or (ii) required to accommodate United’s flight schedule. For so long as Contractor provides ground handling services under a separate ground handling contract at SFO, DEN or LAX, United agrees to provide aircraft movement (towing teams) at each such airport for movement of Covered Aircraft other than for circumstances relating to Contractor’s IT systems, maintenance, flight crew or movement of overnight aircraft to or from remote hangar locations. For the avoidance of doubt, if Contractor no longer provides ground handling services at SFO, DEN or LAX, then Contractor shall be obligated, and United shall not be obligated, to provide aircraft movement (towing teams) at each such airport due to circumstances relating to Contractor’s IT systems, maintenance, flight crew or movement of overnight aircraft to or from remote hangar locations or as otherwise required to accommodate United’s flight schedule; provided that, in such case, United and Contractor agree to meet and discuss aircraft movements in excess of the number that would be expected based on United’s flight schedule in circumstances where no gating or facility layout constraints exist, and United agrees to make mutually agreed payments to Contractor for such excess towing.

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Contractor shall promptly notify United of all irregularities involving a Scheduled Flight or Covered Aircraft operated by Contractor, including, without limitation, aircraft accidents and incidents, which result in any damage to persons and/or property or may otherwise result in a complaint or claim by passengers or an investigation by a governmental agency or authority. Contractor shall furnish to United as much detail as practicable concerning such irregularities and shall cooperate with United at Contractor’s own expense in any appropriate investigation.

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Contractor shall adopt United’s Emergency Response Plan for aircraft accidents or incidents and shall be responsible for United’s direct costs resulting from Contractor’s participation in such plan. In the event of an accident or incident involving a Covered Aircraft or Scheduled Flight, United will have the right, but not the obligation, exercised in United’s sole discretion, to manage in coordination with Contractor the emergency response efforts on behalf of Contractor with full cooperation from Contractor; provided that, in all events, Contractor shall manage in coordination with United the initial response and on scene investigation.

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In the event of a reasonable safety concern, United shall have the right, at its own cost, to inspect, review, and observe Contractor’s operations of Scheduled Flights. Notwithstanding the conduct or absence of any such review, Contractor is and shall remain solely responsible for the safe operation of its aircraft and the safe provision of Regional Airline Services, including all Scheduled Flights, in each case in accordance with the standards, agreements, representations

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and warranties set forth in Exhibit N. Contractor represents and warrants that it has successfully undergone an IATA Operational Safety Audit (“IOSA”). Contractor hereby covenants (i) to comply and maintain compliance with the requirements of such audits within the timeframe required by IATA and (ii) maintain its membership in the IOSA registry; provided that United shall pay its pro-rata portion of all audit costs incurred by Contractor with respect to the foregoing, such proration to be determined by the proportion of (x) the number of available seat miles attributable to all Scheduled Flights during the prior twelve (12) month period to (y) the sum of the number of available seat miles attributable to Contractor’s provision of regional airline services to all mainline carriers and the number of available seat miles attributable to Contractor’s own pro-rate flying operations during such twelve (12) month period. Any failure to maintain compliance shall immediately be brought to United’s attention along with corrective actions taken or a corrective action plan. Although the IOSA is to be completed biennially, United in its sole discretion may require, and Contractor shall comply with, additional safety review audits, at United’s cost and expense. Nothing in Exhibit N, this Section 4.9, or otherwise in this Agreement is intended or shall be interpreted to make United responsible for such safety matters.

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the right of United or its designee to use any Contractor Terminal Facility;

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For the avoidance of doubt, United’s direction to Contractor with respect to the foregoing actions shall extend to the action itself (e.g., use commercially reasonable efforts to enter into an agreement) as well as to the substance underlying the action (e.g., directions as to the terms and conditions of such agreement).

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Terminal Facility in violation of this Section 4.10 shall be void ab initio, and any rent or other amounts payable under any such Transfer or other agreement shall not be considered a Pass-Through Cost for purposes of this Agreement, and Contractor shall be obligated to follow United’s direction with respect to the disposition of such Transfer or other agreement.

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(b)Exclusivity. Each Terminal Facility used by Contractor for the provision of Regional Airline Services shall be used by Contractor exclusively for the provision of Contractor Services, and may not be used by Contractor in connection with any other flights, including any flights using any aircraft that is not a Covered Aircraft, or for any other purpose, without United’s prior written approval; provided that the foregoing limitation shall not apply to:

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Each Contractor Terminal Facility that is not a Passenger-Related Terminal Facility used for the provision of Contractor Services, and each other facility used by Contractor for the provision of Contractor Services, may be used by Contractor in connection with other flights or for other purposes; provided, that Contractor shall use such facilities for the provision of Contractor Services in priority to any such other use, and any such other use of such facilities shall be subordinate to Contractor’s use for the provision of Contractor Services.

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(c)United shall provide Contractor with adequate crew and line maintenance space at Terminal Facilities at Hub Airports for the performance by Contractor of Contractor Services, in all cases, within United’s space standards as consistently applied to all of United’s regional operations.

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Contractor agrees to operate all Scheduled Flights using the United flight codes and flight numbers assigned by United, or such other flight codes and flight numbers as may be assigned

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by United (to accommodate, for example, a United alliance partner), and otherwise under the codeshare terms set forth in Exhibit B.

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(a)The parties will cooperate in identifying (i) fuel savings opportunities, (ii) providers of aircraft fuel and (iii) providers of Fuel Services. Contractor shall enter into agreements with any such providers as shall be directed by United. Contractor shall use its best efforts to document Fuel Services agreements using substantially the form attached hereto as Exhibit D (which form may be replaced, amended, or otherwise modified by United from time to time). Contractor shall provide any data or analysis of its fuel procurement and Fuel Services as reasonably requested by United.

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(b)Notwithstanding the foregoing, United, by or through its subsidiaries, agents, or affiliates, shall have the option (but shall not have any obligation) in its sole discretion (i) to procure or arrange for the procurement of fuel and/or (ii) procure or arrange for the procurement of Fuel Services for or on behalf of Contractor.

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(c)If United elects to procure, or arrange for the procurement of, fuel for or on behalf of Contractor pursuant to clause (i) of Section 4.12(b) above, then the costs of such procurement, or such arranging for procurement, as applicable (in each case including without limitation the cost of procuring the aircraft fuel) shall be incurred directly by United, pursuant to Section 3.4(a)(iv). If United does not so elect, then Contractor shall procure, or arrange for the procurement of fuel, and such costs shall be incurred directly by Contractor and reconciled pursuant to Section 3.6(b)(iii)(A)(7).

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(d)If United elects to procure, or arrange for the procurement of, Fuel Services for or on behalf of Contractor pursuant to clause (ii) of Section 4.12(b) above, then the costs of such procurement, or such arranging for procurement, as applicable shall be incurred directly by United pursuant to Section 3.4(a)(iv). If United does not so elect, then Contractor shall procure, or arrange for the procurement of Fuel Services, and such costs shall be incurred directly by Contractor and reconciled pursuant to Section 3.6(b)(iii)(A)(7).

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(e)United and Contractor acknowledge and agree that any fuel provided to Contractor pursuant to an agreement between United and a fuel supplier is provided “as is” and without warranty of any kind, including without limitation the warranties of merchantability and fitness for a particular purpose, by, through or under United, and that no warranties by, through or under United shall be implied by law.

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(f)United and Contractor acknowledge and agree that any aircraft fuel procured, or arranged for procurement, for on behalf of Contractor by United shall not be deemed to have been procured, purchased or otherwise acquired for on behalf of Contractor, and Contractor shall in no event have any claim to or interest in, any fuel procured by United or its agents, unless and until such fuel is delivered into a Covered Aircraft, except as otherwise may be provided in a Fuel Services agreement, if any, between United and Contractor.

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At the request of United made during the Term or upon termination of this Agreement, Contractor shall use its commercially reasonable efforts to transfer to United or its designee, to the extent permitted by law, any airport takeoff or landing slots, route authorities or other similar regulatory authorizations transferred to Contractor by United for use in connection with Scheduled Flights, or held by Contractor and used for Scheduled Flights, in consideration of the payment to Contractor of the [***]. Contractor’s obligations pursuant to the immediately preceding sentence shall survive the termination of this Agreement for so long as any transfer requested pursuant to this Section 4.13 shall not have been completed. Contractor hereby agrees that all of Contractor’s contacts or communications with any applicable regulatory authority concerning any airport takeoff or landing slots, route authorities or other similar regulatory authorizations used for Scheduled Flights will be coordinated through United. If any airport takeoff or landing slot, route authority or other similar regulatory authorization transferred to Contractor by United for use in connection with Scheduled Flights, or held by Contractor and used for Scheduled Flights is withdrawn or otherwise forfeited as a result of Controllable Cancellations or any other reason within Contractor’s reasonable control, then Contractor agrees to pay to United promptly upon demand an amount equal to the [***].

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Contractor shall not be restricted under this Agreement from operating any flights on behalf of any other codeshare partner with whom Contractor has a codeshare, capacity purchase, marketing, pro rate or similar agreement as of the date hereof. [***]. Contractor represents and warrants to United that, as of the Effective Date, it has codeshare, capacity purchase, marketing, pro rate or similar agreements with only the following carriers: American Airlines, Inc., Delta Air Lines, Inc., Alaska Airlines, Inc., US Airways, Inc., and United.

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United hereby grants to Contractor the right to and a personal, non-exclusive, non- transferable, non-sublicenseable, fully paid-up, and royalty-free license to use the United Marks and other Identification as provided in, and Contractor shall use the United Marks and other Identification in accordance with the terms and conditions of, Exhibit E.

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Contractor hereby grants to United the right to and a personal, non-exclusive, non- transferable, non-sublicenseable, fully paid-up, and royalty-free license to use the Contractor Marks as provided in, and United shall use the Contractor Marks in accordance with the terms and conditions of, Exhibit F.

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(a)United and Contractor shall comply with the catering requirements set forth on Exhibit G hereto. The parties agree that, in the event of a conflict between the provisions of

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Exhibit G and any ground handling agreement with Contractor, the provisions of Exhibit G shall control as it applies to Regional Airline Services.

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(b)Sales of Alcoholic Beverage Products. Contractor agrees that it shall comply with all applicable federal, state, and local laws, rules and regulations and Contractor, based upon its activities occurring at a given location, shall obtain and maintain all necessary permits, certifications and licenses necessary for the conduct of its operations relating to the purchase, sale, distribution, storage, or service of any Alcoholic Beverage Product by Contractor. Contractor also agrees to comply with the Alcoholic Beverage Handling Procedures as outlined in Exhibit G hereto.

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4.18[***]

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4.19Environmental.

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in the course of conducting services under this Agreement, Contractor encounters adverse environmental conditions that could reasonably be expected to give rise to liability for United or Contractor under any Environmental Laws or which otherwise could reasonably be expected to result in harm to human health or the environment, Contractor shall promptly notify United of such conditions.

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efforts to coordinate its activities (and, the activities of any contractor of such party) with the other party to ensure compliance with applicable Environmental Laws.

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environmental site assessment, each subject to a work plan approved by United. United shall be responsible for the costs of any such audit or site assessment, unless such audit or assessment reveals a material violation of Contractor’s obligations under this Section 4.19, in which case Contractor shall be responsible for the costs of such audit or assessment. Contractor shall provide United with a summary of the results of this audit, provide United an opportunity to review any report generated in connection with such an audit, and will promptly use its commercially reasonable efforts to address any noncompliance or liability identified.

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use its commercially reasonable efforts to ensure the removal and proper management of any and all Hazardous Materials associated with Contractor’s operations (including its subcontractors) and will comply with any other applicable Environmental Laws applicable to the provision of Contractor Services.

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(a)United or United’s designee (for the purposes of this Section 4.21(a), references to United shall be interpreted to include United’s designee, as applicable) shall be responsible for all Ground Handling Services at all cities identified from time to time by United to which Contractor shall provide Regional Airline Services. To effect the performance of the Ground Handling Services, United at its sole option and in its sole discretion may from time to time (i) perform all Ground Handling Services directly, (ii) contract with Contractor pursuant to a separate ground handling agreement, or (iii) sub-contract with an affiliate of United or a third party vendor, or any combination of any of the foregoing.

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(b)Contractor shall use commercially reasonable efforts to cooperate with any provider of Ground Handling Services in order to facilitate efficient, cost effective, and safe operations and to ensure compliance with all applicable laws. United, at United’s cost and expense, shall provide all necessary training (including cargo training) to enable United (or United’s designee) to provide all ground handling and related services with respect to the operation of the Covered Aircraft for Scheduled Flights; provided that Contractor at its cost and expense shall provide all necessary training for the personnel who are responsible for training ground handling personnel who, in turn, are responsible for aircraft handling (i.e. “train the trainers”).

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(c)In connection with Contractor’s provision of Contractor Services to United under this Agreement, Contractor shall adopt and comply with, and shall cause its employees to adopt and comply with, and shall be responsible for United’s direct costs resulting from Contractor’s compliance with, all applicable procedures, including without limitation training procedures, as required by United’s provision of Ground Handling Services as provided in Section 4.21(a) above.

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Contractor shall comply with the IT Requirements, as set forth on Exhibit I.

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Prior to Contractor engaging a third party for any maintenance, repair or overhaul with respect to a Covered Aircraft (including without limitation any structural repair and any emergency or unplanned repair or maintenance of a Covered Aircraft), in each case which maintenance, repair or overhaul primarily relates to one or more Components, Contractor shall offer United an opportunity to bid in respect of such work. If United bids in respect of such work and is not awarded such work by Contractor, then at United’s request Contractor shall meet with United within [***] days to discuss the reasons for which United was not awarded such work.

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ARTICLE V

CERTAIN RIGHTS OF UNITED

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Contractor agrees that, except as expressly permitted hereby or as otherwise directed in writing by United, the Covered Aircraft may be used only to provide Regional Airline Services. Without the written consent of United, the Covered Aircraft may not be used by Contractor for any other purpose, including without limitation flying for any other airline or on Contractor’s own behalf. In addition, with respect to any Engine, Contractor shall not discriminate against United with respect to Contractor’s operation, use or maintenance of such Engine (x) as compared to other similar engines in Contractor’s fleet, or (y) in the provision of Regional Airline Services as compared to Contractor’s operations for other airlines or for its own use.

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Upon the occurrence of a Change of Control without the prior written consent of United, then the provisions of Section 8.2(a) shall apply. Notwithstanding the foregoing, a “Change of Control” shall not include any merger of Contractor with or into any direct or indirect wholly owned Subsidiary of Parent or Parent, regardless of whether Contractor, such Subsidiary or Parent is the surviving entity; provided, that if any such Subsidiary is not a direct Subsidiary of Parent, then each Subsidiary in the chain of ownership between Parent and Contractor’s successor shall be directly or indirectly wholly-owned by Parent and shall have executed a guarantee in the form of Exhibit K concurrently with such merger; and provided further that such successor to Contractor shall have assumed all of Contractor’s obligations arising under this Agreement, whether by operation of law or otherwise.

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The provisions of Section 8.2(a) shall apply upon the occurrence of any offer, issuance, delivery, distribution, assignment, pledge, grant, sale or other transfer of the capital stock or other equity interest of Contractor if as a result of which neither of the following circumstances

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exists: (x) Contractor is a direct wholly-owned subsidiary of Parent or (y) Contractor is both (A) an indirect wholly-owned subsidiary of Parent and (B) the direct or indirect wholly-owned subsidiary only of other direct or indirect wholly-owned subsidiaries of Parent, each of which has executed a guarantee in the form of Exhibit K (any such occurrence, a “Prohibited Transfer”). Notwithstanding the foregoing, a “Prohibited Transfer” shall not include any merger of Contractor so long as the successor to Contractor meets at least one of the circumstances describing Contractor in clauses (x) and (y) above and such successor to Contractor shall have assumed all of Contractor’s obligations arising under this Agreement, whether by operation of law or otherwise.

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ARTICLE VI

INSURANCE

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During the Term, in addition to any insurance required to be maintained by Contractor pursuant to the terms of any aircraft lease, or by any applicable governmental or airport authority, Contractor shall maintain, or cause to be maintained, in full force and effect policies of insurance with insurers of recognized reputation and responsibility, in each case to the extent available on a commercially reasonable basis, as follows:

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(a)Comprehensive aircraft hull and liability insurance, including aircraft third party, passenger liability (including passengers’ baggage and personal effects), cargo and mail legal liability, personal injury and all-risk ground and flight physical damage, with a combined single limit of not less than [***] per occurrence and a minimum limit in respect of personal injury for non-passengers of [***] per occurrence and in the aggregate, and hull and liability war risk and other perils insurance with a combined single limit no less than [***] per occurrence; provided, that with respect to war risk insurance acquired from the United States government, the commercial general liability coverage (crew and passengers) of such policy may have such lower combined single limit as is the maximum limit issued by the government from time to time;

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(b)Workers’ compensation at statutory limits and employer’s liability with a limit of not less than [***];

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(c)Automobile liability covering all owned, non-owned, leased and hired automobiles, trucks and trailers in an amount not less than [***] combined single limit per occurrence; and

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(d)All risk property insurance at replacement cost, including flood, and earthquake if located in an earthquake zone, and placed with commercially reasonable deductibles prudent for a business organization of Contractor’s size and nature, under the insurance market conditions in effect at the time of placement. United shall be named as a loss payee, as their interests may appear.

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United shall retain the right at any time to review the coverage, form, and amount of the insurance required hereby. If, in the reasonable opinion of United, the insurance provisions in this Agreement do not provide adequate protection for United and/or the aviation operations of Contractor associated with the Covered Aircraft, United may require Contractor to obtain insurance sufficient in coverage, form, and amount to provide adequate protection for a business organization of Contractor’s size and nature; provided, that such insurance is materially similar to insurance then held by regional airlines similarly situated with Contractor. United’s requirement shall be commercially reasonable but shall be designed to assure protection from and against the kind and extent of risk which exists at the time a change in insurance is required (provided such protection is available on commercially reasonable terms). Contractor agrees to obtain such insurance at the annual renewal of Contractor’s policy.

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Contractor shall cause the policies described in Section 6.1 to be duly and properly endorsed by Contractor’s insurance underwriters with respect to Contractor’s flights and operations as follows:

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(a)To provide that the underwriters shall waive subrogation rights against United, its affiliates, directors, officers, agents, employees and other authorized representatives;

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(b)To provide that United, UCH, and their respective directors, officers, agents, employees and other authorized representatives shall be endorsed as additional insured parties as respects operations of the named insured and liability coverage (other than as to workers compensation, employers liability and property insurance);

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(c)To provide that insurance shall be primary to and without right of contribution from any other insurance which may be available to the additional insureds;

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(d)To include a breach of warranty provision in favor of the additional insureds;

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(e)To accept and insure Contractor’s hold harmless and indemnity undertakings set forth in this Agreement, but only to the extent of the coverage afforded by the policy or policies; and

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(f)To provide that such policies shall not be canceled, terminated or adversely materially altered, changed or amended until thirty (30) days (but seven (7) days or such lesser period as may be available in respect of hull, war and other perils) after written notice shall have been sent to United.

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At the commencement of this Agreement, and upon each renewal, Contractor shall furnish to United evidence reasonably satisfactory to United of such insurance coverage and endorsements, including certificates certifying that such insurance and endorsements are in full force and effect. If Contractor fails to acquire or maintain insurance as herein provided, United may at its option secure such insurance on Contractor’s behalf at Contractor’s expense.

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ARTICLE VII

INDEMNIFICATION

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Contractor shall be liable for and hereby agrees to fully defend, release, discharge, indemnify and hold harmless United, UCH, and their respective directors, officers, employees and agents from and against any and all claims, demands, damages, liabilities, suits, judgments, actions, causes of action, losses, fines, penalties, costs and expenses of any kind, character or nature whatsoever, including reasonable attorneys’ fees, costs and expenses in connection therewith and expenses of investigation and litigation thereof, which may be suffered by, accrued against, charged to, or recoverable from United, UCH or their respective directors, officers, employees or agents, including but not limited to, any such losses, costs and expenses involving

(i) death or injury (including claims of emotional distress and other non-physical injury by passengers) to any person, including without limitation any of Contractor’s or United’s directors, officers, employees or agents, (ii) loss of, damage to, or destruction of property (including real, tangible and intangible property, and specifically including regulatory property such as route authorities, slots and other landing rights), including any loss of use of such property, or (iii) damages due to delays in any manner, in each case arising out of, connected with, or attributable to (w) any act or omission by Contractor or any of its directors, officers, employees or agents relating to the provision of Contractor Services, (x) the performance, improper performance, non-performance or breach of any and all obligations to be undertaken by Contractor or any of its directors, officers, employees or agents pursuant to this Agreement or any Ancillary Agreement, or (y) the operation, non-operation, or improper operation of the Covered Aircraft or Contractor’s equipment or facilities at any location, in each case excluding only claims, demands, damages, liabilities, suits, judgments, actions, causes of action, losses, fines, penalties, costs and expenses (A) to the extent resulting from the negligence or willful misconduct of United, UCH or their respective directors, officers, employees or agents (other than negligence or willful misconduct imputed to such indemnified person by reason of its interest in a Covered Aircraft), (B) for which United is obligated to indemnify or otherwise reimburse Contractor pursuant to this Agreement or any Ancillary Agreement, (C) directly caused by a breach by United of this Agreement or any Ancillary Agreement or (D) to the extent resulting from the act or omission of any ground handler, fuel supplier or servicer or caterer engaged by United and not by Contractor hereunder.

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United shall be liable for and hereby agrees to fully defend, release, discharge, indemnify, and hold harmless Contractor, Parent, and their respective directors, officers, employees and agents from and against any and all claims, demands, damages, liabilities, suits, judgments, actions, causes of action, losses, fines, penalties, costs and expenses of any kind, character or nature whatsoever, including reasonable attorneys’ fees, costs and expenses in connection therewith and expenses of investigation and litigation thereof, which may be suffered by, accrued against, charged to, or recoverable from Contractor, Parent or their respective directors, officers, employees or agents, including but not limited to, any such losses, costs and expenses involving (i) death or injury (including claims of emotional distress and other non-

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physical injury by passengers) to any person, including without limitation any of Contractor’s or United’s directors, officers, employees or agents, (ii) loss of, damage to, or destruction of property (including real, tangible and intangible property, and specifically including regulatory property such as route authorities, slots and other landing rights) including any loss of use of such property, or (iii) damages due to delays in any manner, in each case arising out of, connected with, or attributable to, (x) the performance, improper performance, nonperformance or breach of any and all obligations to be undertaken by United or any of its directors, officers, employees or agents pursuant to this Agreement, or (y) the operation, non-operation or improper operation of United’s aircraft, equipment or facilities (excluding, for the avoidance of doubt, Covered Aircraft and any equipment or facilities leased or subleased by United to Contractor or otherwise used by Contractor for the provision of Contractor Services to United) at any location, in each case excluding only claims, demands, damages, liabilities, suits judgments, actions, causes of action, losses, fines, penalties, costs and expenses (A) to the extent resulting from the negligence or willful misconduct of Contractor, Parent or their respective directors, officers, employees or agents, (B) for which Contractor is obligated to indemnify or otherwise reimburse United pursuant to this Agreement or any Ancillary Agreement, (C) directly caused by a breach by Contractor of this Agreement or any Ancillary Agreement, or (D) to the extent resulting from acts or omissions of any ground handler, fuel supplier or servicer, or caterer (including without limitation, for purposes of this clause (D), United and its affiliates where any of them is acting in the capacity as a ground handler pursuant to this Agreement); provided that if United or any of its affiliates is acting directly in the capacity of a ground handler pursuant to this Agreement, then unless superseded by another agreement between United or such affiliate, on the one hand, and Contractor, on the other, the indemnity provisions set forth in Exhibit R shall govern the indemnification obligations of United or such affiliate to Contractor, its directors, officers, employees and agents with respect to the actions of United or such affiliate in its capacity as ground handler.

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A party (the “Indemnified Party”) entitled to indemnification from another party under the terms of this Agreement (the “Indemnifying Party”) shall provide the Indemnifying Party with prompt written notice (an “Indemnity Notice”) of any third party claim or other claim which the Indemnified Party believes gives rise to a claim for indemnity against the Indemnifying Party hereunder. Notwithstanding the foregoing, the failure of an Indemnified Party to promptly provide an Indemnity Notice shall not constitute a waiver by the Indemnified Party to any right to indemnification or otherwise relieve such Indemnifying Party from any liability hereunder unless and only to the extent that the Indemnifying Party is materially prejudiced as a result thereof, and in any event shall not relieve such Indemnifying Party from any liability which it may have otherwise than on account of this Article VII. With respect to third party claims, the Indemnifying Party shall be entitled, if it accepts financial responsibility for the third party claim, to control the defense of or to settle any such third party claim at its own expense and by its own counsel; provided that the Indemnified Party’s prior written consent (which may not be unreasonably withheld or delayed) must be obtained prior to settling any such third party claim. The Indemnified Party shall provide the Indemnifying Party with such information as the Indemnifying Party shall reasonably request to defend any such third party claim and shall otherwise cooperate with the Indemnifying Party in the defense of any such third party claim.

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Except as set forth in this Section 7.3, the Indemnified Party shall not enter into any settlement or other compromise or consent to a judgment with respect to a third party claim as to which the Indemnifying Party has an indemnity obligation hereunder without the prior written consent of the Indemnifying Party (which may not be unreasonably withheld or delayed), and the entering into of any settlement or compromise or the consent to any judgment in violation of the foregoing shall constitute a waiver by the Indemnified Party of its right to indemnity hereunder to the extent the Indemnifying Party was prejudiced thereby. Any Indemnifying Party shall be subrogated to the rights of the Indemnified Party to the extent that the Indemnifying Party pays for any loss, damage or expense suffered by the Indemnified Party hereunder. If the Indemnifying Party does not accept financial responsibility for the third party claim or fails to defend against the third party claim that is the subject of an Indemnity Notice within [***] of receiving such notice (or sooner if the nature of the third party claim so requires), or otherwise contests its obligation to indemnify the Indemnified Party in connection therewith, the Indemnified Party may, upon providing written notice to the Indemnifying Party, pay, compromise or defend such third party claim without the prior consent of the (otherwise) Indemnifying Party. In the latter event, the Indemnified Party, by proceeding to defend itself or settle the matter, does not waive any of its rights hereunder to later seek reimbursement from the Indemnifying Party. With respect to all other claims, the Indemnifying Party shall promptly make payment of such claim upon receipt of reasonably sufficient evidence supporting such claim; provided, that if the Indemnifying Party in good faith disputes all or part of its obligation to indemnify the Indemnified Party hereunder or the amount involved, the senior management of each party shall meet to discuss and attempt to resolve such dispute between the parties and, if such dispute is not resolved within [***] days of such claim being made, then the parties may pursue other remedies.

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(a)Employer’s Liability and Workers’ Compensation. Each party, with respect to its own employees, accepts full and exclusive liability for the payment of workers’ compensation premiums and employer’s liability insurance premiums with respect to such employees, and for the payment of all taxes, contributions or other payments for unemployment compensation or old age or retirement benefits, pensions or annuities now or hereafter imposed upon employers by the government of the United States or any other governmental body, including state, local or foreign, with respect to such employees measured by the wages, salaries, compensation or other remuneration paid to such employees, or otherwise.

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(b)Employees, etc., of Contractor. The employees, agents, and independent contractors of Contractor engaged in performing any of the services Contractor is to perform pursuant to this Agreement are employees, agents, and independent contractors of Contractor for all purposes, and under no circumstances will be deemed to be employees, agents or independent contractors of United. In its performance under this Agreement, Contractor will act, for all purposes, as an independent contractor and not as an agent for United. Notwithstanding the fact that Contractor has agreed to follow certain procedures, instructions and standards of service of United pursuant to this Agreement, United will have no supervisory power or control over any employees, agents or independent contractors engaged by Contractor in connection with its performance hereunder, and all complaints or requested changes in procedures made by United

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will, in all events, be transmitted by United to Contractor’s designated representative. Nothing contained in this Agreement shall be construed as joint employment or is intended to limit or condition Contractor’s control over its operations or the conduct of its business as an air carrier.

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(c)Employees, etc., of United. The employees, agents, and independent contractors of United engaged in performing any of the services United is to perform pursuant to this Agreement are employees, agents, and independent contractors of United for all purposes, and under no circumstances will be deemed to be employees, agents, or independent contractors of Contractor. Contractor will have no supervision or control over any such United employees, agents and independent contractors and any complaint or requested change in procedure made by Contractor will be transmitted by Contractor to United’s designated representative. In its performance under this Agreement, United will act, for all purposes, as an independent contractor and not as an agent for Contractor.

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(d)Contractor Flights. The fact that Contractor’s operations are conducted under United’s Marks and listed under the UA designator code will not affect their status as flights operated by Contractor for purposes of this Agreement or any other agreement between the parties, and Contractor and United agree to advise all third parties, including passengers, of this fact.

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The provisions of this Article VII shall survive the termination of this Agreement.

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ARTICLE VIII

TERM, TERMINATION AND DISPOSITION OF AIRCRAFT

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This Agreement shall be effective as of the date hereof (the “Effective Date”). The Term of this Agreement shall commence on the date that the first Covered Aircraft is placed into service under the terms and conditions of this Agreement (the “Commencement Date”) and, unless earlier terminated or extended as provided herein, shall continue until the last Scheduled Exit Date for any Covered Aircraft as set forth in Schedule 1, as such date may be extended pursuant to Section 10.2 hereof (the “Term”).

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(a)By United for Cause. United may terminate this Agreement, immediately upon providing written notice of termination to Contractor following the occurrence of any event that constitutes Cause. Any termination pursuant to this Section 8.2(a) shall supersede any other termination pursuant to any other provision of this Agreement (even if such other right of termination shall already have been exercised), and the date of such notice of termination for Cause shall be the Termination Date for purposes of this Agreement (and such Termination Date pursuant to this Section 8.2(a) shall supersede any other Termination Date that may have been previously established pursuant to another termination). In the event that United shall not have delivered written notice of termination pursuant to this Section 8.2(a) [***] after the later of (x)

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the date United receives written notice from Contractor of the occurrence of any event that constitutes Cause, and (y) the first date on which such event is no longer continuing, then United shall be conclusively deemed to have waived any right to terminate this Agreement based upon such event; provided, that such waiver shall not apply to any subsequent or continuing event that constitutes Cause.

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(b)By United for Breach. United may terminate this Agreement, by providing written notice to Contractor, upon the occurrence of a material breach of this Agreement by Contractor as described in clause (i) below which breach shall not have been cured within [***] days after notice of such breach is delivered by United to Contractor. United may terminate this Agreement, by providing written notice of termination to Contractor, upon the occurrence of any other material breach of this Agreement by Contractor, which breach shall not have been cured within [***] days after written notice of such breach is delivered by United to Contractor [***]. Any such written notice of termination delivered pursuant to the foregoing sentences shall specify the Termination Date (subject to the provisions of this Article VIII). The parties hereto agree that, without limiting the circumstances or events that may constitute a material breach, each of the following shall constitute a material breach of this Agreement by Contractor: (i) a reasonable and good faith determination by United, using recognized standards of safety, that there is a material safety concern with the operation of any Scheduled Flights, (ii) a carrier- specific grounding of more than [***] Covered Aircraft by regulatory or court order or other governmental action, (iii) a carrier-specific grounding of [***] Covered Aircraft by regulatory or court order or other governmental action, (iv) a failure to meet the terms of Section 9.1(j) hereof (other than for a Sequestration Delay), (v) a delay in placing Covered Aircraft in service resulting in the termination by United of [***] Covered Aircraft pursuant to Section 8.4(a)(i) or

(vi) the occurrence of a material breach by Contractor of any Ancillary Agreement, which breach shall not have been cured during the applicable cure period. In the event that United shall not have delivered written notice of termination pursuant to this Section 8.2(b) within [***] after the later of (x) the date United receives written notice from Contractor of the occurrence of any material breach of this Agreement by Contractor, and (y) the first date on which such material breach is no longer continuing, then United shall be conclusively deemed to have waived any right to terminate this Agreement based upon such breach; provided, that such waiver shall not apply to any subsequent or continuing breach.

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(c)By Contractor for Breach. Contractor may terminate this Agreement, by providing written notice of termination to United, upon (i) the failure by United to make any two

(2) consecutive payments required by Section 3.6(c)(i), including, without limitation, any payments which become due during any Wind-Down Period, but excluding any amounts which are the subject of a good faith dispute between the parties, which failure shall not have been cured within [***] Business Days after written notice of such breach is delivered by Contractor to United or (ii) the occurrence of any other material breach of this Agreement by United, including without limitation, any breach during any Wind-Down Period, which breach shall not have been cured within [***] after written notice of such breach is delivered by Contractor to United. Such written notice of termination shall specify the Termination Date (subject to the provisions of this Article VIII). In the event that Contractor shall not have delivered written notice of termination pursuant to this Section 8.2(c) within [***] after the later of (A) the date Contractor receives written notice from United of the occurrence of any material breach of this

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Agreement by United, and (B) the first date on which such material breach is no longer continuing, then United shall be conclusively deemed to have waived any right to terminate this Agreement based upon such breach; provided, that such waiver shall not apply to any subsequent or continuing breach.

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(d)By United for Breach of Other CPA. United may terminate this Agreement, by providing written notice of termination to Contractor upon the early termination by United of any other capacity purchase or similar arrangement (excluding pro rate arrangements) between United and Contractor. In addition, United may terminate this Agreement, by providing written notice of termination to Contractor, upon the early termination of any other capacity purchase or similar arrangement (excluding pro rate arrangements) between United and any affiliate of Contractor in connection with an Insolvency Event of any such Contractor affiliate. Such written notice of termination shall specify the Termination Date (subject to the provisions of this Article VIII).

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(e)Survival During Wind-Down Period. Upon any termination hereunder pursuant to Sections 8.2(a), (b), (c), (d) or (g) or Section 8.4(b), the Term shall continue, and this Agreement shall survive in full force and effect, beyond the Termination Date until the end of the Wind-Down Period, if any, and the rights and obligations of the parties under this Agreement, including without limitation remedies available upon the occurrence of events constituting Cause or material breach, shall continue with respect to each Covered Aircraft until it is withdrawn from this Agreement and otherwise until the later of the Termination Date and the end of the Wind-Down Period, if any.

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(f)Terminations for Sequestration Delay. Each of United and Contractor may terminate this Agreement pursuant to the provisions of Section 9.1(j) as a result of a Sequestration Delay, but the cause of any such termination shall not be considered a breach by either party for purposes of this Agreement. Such termination shall be effective upon receipt of the termination notice provided pursuant to Section 9.1(j).

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(g)Terminations for Non-Carrier Specific Groundings. United may terminate this Agreement, by providing written notice to Contractor, upon (i) the non-carrier specific grounding of [***] Covered Aircraft by regulatory or court order or other governmental action for [***] days or (ii) the non-carrier specific grounding of [***] Covered Aircraft by regulatory or court order or other governmental action for [***] days. Such a termination shall be effective upon Contractor’s receipt of such termination notice.

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(a)Termination by United for Cause. If this Agreement is terminated pursuant to Section 8.2(a), then at United’s election at the time of such termination, either (x) such termination shall be treated as a termination pursuant to Section 8.2(b) and the provisions of Section 8.3(b) shall apply or (y) the Covered Aircraft shall be withdrawn from the capacity purchase provisions of this Agreement in accordance with the following schedule: (i) within [***] days of delivery of any notice of termination, United shall deliver to Contractor a revocable written Wind-Down Schedule which shall (A) provide for the withdrawal of such

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Covered Aircraft from the capacity purchase provisions of this Agreement and (B) delineate the number of each aircraft type to be withdrawn by month, (ii) United may amend or modify such Wind-Down Schedule in its sole discretion by providing [***] written notice to Contractor of such amendment or modification, and (iii) the Wind-Down Schedule (A) may begin immediately upon its delivery, (B) may not provide for the withdrawal of any Covered Aircraft prior to the date that is [***] days after the date of the delivery of the Wind-Down Schedule and (C) may not provide for the withdrawal of any Covered Aircraft beyond the earlier of (a) the date that is [***] after the date of delivery of the Wind-Down Schedule, and (b) the date on which the head lease applicable to the Covered Aircraft terminates. The provisions of this Section 8.3(a) shall supersede any Wind-Down Schedule delivered pursuant to any other provision of this Agreement in accordance with a Wind-Down Schedule to be delivered by United to Contractor on the Termination Date.

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(b)Termination by United for Breach, etc. If this Agreement is terminated by United under Section 2.4, Section 8.2(b), Section 8.2(d) or Section 8.2(g), then the Covered Aircraft (or in the event of a termination under Section 8.2(b)(ii), any grounded Covered Aircraft) shall be withdrawn from the capacity purchase provisions of this Agreement in accordance with the following terms and conditions.

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(c)Termination by Contractor for Breach. If this Agreement is terminated by Contractor under Section 8.2(c), then the Covered Aircraft shall be withdrawn from the capacity purchase provisions of this Agreement in accordance with the following terms and conditions:

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(d)Termination at End of Term. If the Agreement is terminated at the end of the Term (other than pursuant to Section 8.2), then each Covered Aircraft shall be withdrawn from the capacity purchase provisions of this Agreement on the Scheduled Exit Date set forth for such Covered Aircraft on Schedule 1, as amended.

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CONSIDERED CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES FOR PURPOSES OF THIS AGREEMENT. NO PARTY SHALL BE ENTITLED TO RESCISSION OF THIS AGREEMENT AS A RESULT OF BREACH OF ANY OTHER PARTY’S REPRESENTATIONS, WARRANTIES, COVENANTS OR AGREEMENTS, OR FOR ANY OTHER MATTER; PROVIDED THAT NOTHING IN THIS SECTION 8.4(C) SHALL RESTRICT THE RIGHT OF ANY PARTY TO EXERCISE ANY RIGHT TO TERMINATE THIS AGREEMENT PURSUANT TO THE TERMS HEREOF.

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(d)Equitable Remedies. Each party acknowledges and agrees that, under certain circumstances, the breach by a party of a term or provision of this Agreement will materially and irreparably harm the other party, that money damages will accordingly not be an adequate remedy for such breach and that the non-defaulting party, in its sole discretion and in addition to its rights under this Agreement and any other remedies it may have at law or in equity, may apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit and without provision of any notice) for specific performance and/or other injunctive relief in order to enforce or prevent any breach of the provisions of this Agreement.

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ARTICLE IX

REPRESENTATIONS, WARRANTIES AND COVENANTS

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Contractor represents, warrants and covenants to United as of the date hereof as follows:

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(a)Organization and Qualification. Contractor is a duly organized and validly existing corporation under the laws of its state of incorporation. Contractor has the corporate power and authority to own, operate and use its assets and to provide the Contractor Services.

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Contractor is duly qualified to do business as a foreign corporation under the laws of each jurisdiction that requires such qualification.

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(b)Authority Relative to this Agreement. Contractor has the corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby in accordance with the terms hereof. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Contractor. This Agreement has been duly and validly executed and delivered by Contractor and is, assuming due execution and delivery thereof by United and that United has legal power and right to enter into this Agreement, a valid and binding obligation of Contractor, enforceable against Contractor in accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally and legal principles of general applicability governing the availability of equitable remedies (whether considered in a proceeding in equity or at law or otherwise under applicable law).

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(c)Conflicts; Defaults. Neither the execution or delivery of this Agreement nor the performance by Contractor of the transactions contemplated hereby will (i) violate, conflict with, or constitute a default under any of the terms of Contractor’s certificate of incorporation, by- laws, or any provision of, or result in the acceleration of any obligation under, any material contract, sales commitment, license, purchase order, security agreement, mortgage, note, deed, lien, lease or other agreement to which Contractor is a party or by which it or its properties or assets may be bound, (ii) result in the creation or imposition of any lien, charge or encumbrance in favor of any third person or entity, (iii) violate any law, statute, judgment, decree, order, rule or regulation of any governmental authority or body, or (iv) constitute any event which, after notice or lapse of time or both, would result in such violation, conflict, default, acceleration or creation or imposition of liens, charges or encumbrances.

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(d)No Existing Default. Contractor is not (i) in violation of its charter or by-laws, (ii) in breach or default in any material respect, and no event has occurred which, with notice or lapse of time or both, would constitute such a breach or default, in the due performance or observance of any material term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject or (iii) in violation of any law, ordinance, governmental rule, regulation or court decree to which it or its property or assets may be subject or has failed to obtain any material license, permit, certificate, franchise or other governmental authorization or permit necessary to the ownership of its property or to the conduct of its business, in each case of clauses (i), (ii) or (iii), where such violation, breach, default or failure would have a material adverse effect on Contractor or on its ability to provide Regional Airline Services and otherwise perform its obligations hereunder. To the knowledge of Contractor, Embraer is not in default in any material respect under the Embraer Purchase Agreement, and there is currently no reasonable expectation by Contractor that Actual Delivery Dates for the Covered Aircraft pursuant thereto will be materially delayed beyond the respective Scheduled Delivery Dates set forth on Schedule 1A.

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(e)Broker. Contractor has not retained or agreed to pay any broker or finder with respect to this Agreement and the transactions contemplated hereby.

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(f)Financial Statements. The financial statements (including the related notes and supporting schedules) of Contractor delivered (or, if filed with the Securities and Exchange Commission, made available) to United immediately prior to the date hereof fairly present in all material respects the consolidated financial position of Contractor, as the case may be, and their respective results of operations as of the dates and for the periods specified therein. Since the date of the latest of such financial statements, there has been no material adverse change nor any development or event involving a prospective material adverse change with respect to Contractor, as the case may be. Such financial statements have been prepared in accordance with generally accepted accounting principles in the United States consistently applied throughout the periods involved, except to the extent disclosed therein.

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(g)Insurance. Contractor is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts and with such deductibles as are customary in the businesses in which they are engaged. Contractor has not received notice of cancellation or non-renewal of such insurance. All such insurance is outstanding and duly in force on the date hereof. Contractor has no reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a material adverse effect on Contractor.

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(h)No Proceedings. There are no legal or governmental proceedings pending, or investigations commenced of which Contractor has received notice, in each case to which Contractor is a party or of which any property or assets of Contractor is the subject which, if determined adversely to Contractor, would individually or in the aggregate have a material adverse effect on Contractor or on Contractor’s ability to provide Regional Airlines Services and otherwise perform its obligations hereunder; and to the best knowledge of Contractor, no such proceedings are threatened or contemplated by governmental authorities or threatened by others.

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(i)No Labor Dispute. No labor dispute with the employees of Contractor exists or, to the knowledge of Contractor, is imminent which would reasonably be expected to have a material adverse effect on Contractor or on its ability to provide Regional Airlines Services and otherwise perform their respective obligations hereunder.

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(j)Permits. Contractor possesses, or in the case of the Covered Aircraft, will possess not later than the first Actual In-Service Date for such Covered Aircraft, all material certificates, authorizations and permits issued by FAA, DOT, TSA, DHS, EPA and other applicable federal, state or foreign regulatory authorities necessary to conduct their respective businesses, to provide Regional Airlines Services and otherwise to perform their respective obligations hereunder, and neither Contractor nor Parent has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a material adverse effect on Contractor or Parent or on the ability of either to conduct its businesses, to provide Regional Airlines Services or otherwise to perform its respective obligations hereunder;

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provided that, Contractor shall have received all requisite FAA certifications necessary to place the Embraer E175 aircraft on Contractor’s operating certificate on or before the later of (A) March 1, 2014, (B) [***] days prior to the first Scheduled Delivery Date as set forth on Schedule 1A for a Covered Aircraft hereunder or (C) or such later date as mutually agreed by Contractor and United, subject, however, to any delay in obtaining such certificate caused solely by the unavailability of qualified FAA employees due to staff reductions attributable to the U.S. government sequestration spending limitations (such a delay, a “Sequestration Delay”). In the event that the Sequestration Delay causes a delay in obtaining the necessary FAA certificate to place the Embraer E175 aircraft on Contractor’s operating certificate beyond September 1, 2014, then United may terminate this Agreement upon written notice to Contractor. In the event that the Sequestration Delay causes a delay in obtaining the necessary FAA certificate to place the Embraer E175 aircraft on Contractor’s operating certificate beyond September 1, 2015, then Contractor may terminate this Agreement upon written notice to United.

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United represents, warrants and covenants to Contractor as of the date hereof as follows:

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(a)Organization and Qualification. United is a duly incorporated and validly existing corporation in good standing under the laws of the State of Delaware.

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(b)Authority Relative to this Agreement. United has the corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby in accordance with the terms hereof. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of United. This Agreement has been duly and validly executed and delivered by United and is, assuming due execution and delivery thereof by Contractor and that Contractor has legal power and right to enter into this Agreement, a valid and binding obligation of United, enforceable against United in accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally and legal principles of general applicability governing the availability of equitable remedies (whether considered in a proceeding in equity or at law or otherwise under applicable law).

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(c)Conflicts; Defaults. Neither the execution or delivery of this Agreement nor the performance by United of the transactions contemplated hereby will (i) violate, conflict with, or constitute a default under any of the terms of United’s certificate of incorporation, by-laws, or any provision of, or result in the acceleration of any obligation under, any material contract, sales commitment, license, purchase order, security agreement, mortgage, note, deed, lien, lease or other agreement to which United is a party or by which it or its properties or assets may be bound, (ii) result in the creation or imposition of any lien, charge or encumbrance in favor of any third person or entity, (iii) violate any law, statute, judgment, decree, order, rule or regulation of any governmental authority or body, or (iv) constitute any event which, after notice or lapse of time or both, would result in such violation, conflict, default, acceleration or creation or imposition of liens, charges or encumbrances.

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(d)No Existing Default. United is not (i) in violation of its charter or by-laws, (ii) in breach or default in any material respect, and no event has occurred which, with notice or lapse of time or both, would constitute such a breach or default, in the due performance or observance of any material term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject or (iii) in violation of any law, ordinance, governmental rule, regulation or court decree to which it or its property or assets may be subject or has failed to obtain any material license, permit, certificate, franchise or other governmental authorization or permit necessary to the ownership of its property or to the conduct of its business, in each case of clauses (i), (ii) or (iii), where such violation, breach, default or failure would have a material adverse effect on United or on its ability to perform its obligations under this Agreement.

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(e)Broker. United has not retained or agreed to pay any broker or finder with respect to this Agreement and the transactions contemplated hereby.

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(f)No Proceedings. There are no legal or governmental proceedings pending, or investigations commenced of which United has received notice, in each case to which United is a party or of which any property or assets of United is the subject which, if determined adversely to United, would individually or in the aggregate have a material adverse effect on United or on its ability to perform its obligations hereunder; and to the best knowledge of United, no such proceedings are threatened or contemplated by governmental authorities or threatened by others.

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(g)Subrogation; Third Party Beneficiary Status. If Contractor has a claim arising hereunder against any ground handler, fuel servicer or supplier or caterer with which United has contracted for services relating to the Covered Aircraft or Regional Airline Services and against which United has rights or claims underlying Contractor’s claim, for which claim United is not otherwise obligated to indemnify Contractor pursuant to the terms of Article VII, then Contractor shall be subrogated to any and all rights of United with respect to all of their rights and remedies with respect to such ground handler, fuel servicer or supplier or caterer with respect to such Contractor claim (including without limitation the right to sue such ground handler, fuel servicer or supplier or caterer in connection therewith) in regard to such claim, and United shall take any and all reasonable actions to facilitate Contractor’s exercise of any and all such rights and remedies; provided that such obligation to subrogate Contractor and facilitate its actions shall not apply to any rights and remedies arising under ground handling or catering contracts in effect as of the Effective Date which contain a waiver of subrogation; provided, further, that such obligation to subrogate Contractor and facilitate its actions shall not apply to any rights and remedies arising under fuel service or supply contracts which contain a waiver of subrogation (provided that United shall use its commercially reasonable efforts to exclude any such waiver from any such fuel service or supply contracts). At United’s request, Contractor shall use commercially reasonable efforts to coordinate with United in regard to said claim, including engaging United in strategic discussions regarding litigation and/or settlement strategy in regard to such claim. In addition, United shall use commercially reasonable efforts to include Contractor as a third-party beneficiary in United’s relevant ground handling contracts, fuel service or supplier contracts, and catering contracts entered into after the Effective Date. Upon request by Contractor (made not more than once per calendar year with respect to any specific

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agent), United shall, at its election, either, (x) use commercially reasonable efforts to obtain, for Contractor’s benefit, certificates of insurance evidencing insurance policies covering United Express carriers as additional insureds under such insurance policies maintained by a specific ground handler, fuel servicer or supplier or caterer of United identified in such request, subject in all cases to applicable confidentiality obligations, or (y) provide Contractor with written assurance that such ground handler, fuel servicer or supplier or caterer is required under its contract with United to maintain general liability insurance, together with the amount of such insurance so required.

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ARTICLE X

CERTAIN AIRCRAFT-RELATED PROVISIONS

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(a)United, or its designee (for the purposes of this Section 10.1, references to United shall be interpreted to include United’s designee, as applicable), will have the option (the “Call Option”) to purchase Covered Aircraft owned by Contractor or to assume Contractor’s leasehold interest with respect to Covered Aircraft leased by Contractor (other than such aircraft leased from United), as the case may be (collectively, the “Call Option Aircraft”), if (x) United terminates this Agreement pursuant to Section 2.4(a) or (b) with respect to any Covered Aircraft (in which case United shall be required to exercise the Call Option with respect to all Call Option Removed Aircraft), but subject to Contractor’s right to retain such aircraft owned or leased by Contractor, as set forth in Sections 2.4(a) and (b) above, or (y) United terminates this Agreement pursuant to Section 8.2(a), (b), (d), (f) or (g).

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other related documents associated with the lease financing of such Call Option Aircraft, together with a full release (the “Release”) of Contractor and Parent from any and all obligations under such agreements for periods following the assignment date (such lease agreement, guaranty and other related documents, the “Lease Documents”). Such assignment and assumption agreement shall contain the Release and shall otherwise be in a form reasonably acceptable to Contractor and United and shall contain the provisions provided in clause (C) below (such agreement, “Assignment and Assumption Agreement”).

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(x) the lien attributable to the lease and (y) any other lien attributable to the lessor or other financing party of the Covered Aircraft. The effective date of such assignment shall occur on a date determined by United, which date shall [***] following the removal from the terms of this Agreement of such Call Option Aircraft or Call Option Removed Aircraft, as the case may be (taking into account the Wind-Down Schedule).

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(v)Contractor shall indemnify United from all liabilities and obligations related to facts or circumstances arising prior to the date of the assignment, (w) at the time of the execution of the Assignment and Assumption Agreement, Contractor shall transfer to United, and United shall take possession of, all deposits or reserves held by the Lessor, (x) United shall assume all obligations of Contractor as above provided with respect to such lease as of the date of assignment and adjustments shall be made between the parties for advance or arrears payment of rent, and (y) Contractor shall assign, to the extent assignable, all warranties relating to such Call Option Aircraft provided by the applicable manufacturer.

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Assignment and Assumption Agreement relating to such aircraft that has been fully executed by all of the parties thereto (a “Consent”) [***] following the delivery (or deemed delivery) of such Call Option Notice. Notwithstanding United’s deemed exercise of the Call Option following a termination pursuant to Section 2.4(a) or (b), United shall not be required to exercise the Call Option with respect to any leased Call Option Removed Aircraft following such a termination if, at such time, any material default shall exist under the relevant lease or financing agreement with regard to such leased Call Option Removed Aircraft. If (x) the circumstances described in the first sentence in this Section 10.1(b)(v)(D) occur, or (y) the circumstances described in the second sentence in this Section 10.1(b)(v)(D) occur and United chooses not to exercise such Call Option [***] following the delivery (or deemed delivery) of the relevant Call Option Notice, then the Call Option shall terminate as to such leased Call Option Aircraft or leased Call Option Removed Aircraft, as the case may be (in each case subject to United’s rights in Section 10.1(b)(v)(E) below).

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shall further pay any costs incurred by Contractor attributable to any swap breakage or prepayment fees arising from agreements provided to United pursuant to Section 10.1(b)(iii) above, or other similar costs and expenses reasonably incurred by Contractor in connection with the foregoing. In connection with such sale to United, Contractor shall deliver such aircraft to United, without recourse or warranty, on an “as is, where is, and with all faults basis” (except as to the absence of liens and encumbrances). The effective date of such sale shall occur on a date determined by United, which date shall occur before the later of (x) the [***] following the removal of the applicable Covered Aircraft from the terms of this Agreement (taking into account the Wind-Down Schedule), and (y) the [***] following United’s delivery (or deemed delivery) of a Call Option Notice.

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(a)At any time and from time to time, but not less than [***] prior to the existing exit date for any Covered Aircraft, and at its sole option, United may extend the exit date for any Covered Aircraft (which, subject to the terms of this Section 10.2, shall extend the capacity purchase provisions hereof with respect to such Covered Aircraft to such later exit date) by delivering to Contractor a written notice of extension, which notice shall include a revised Schedule 1 reflecting such later exit date (any such notice, an “Extension Notice”); provided that (1) no extension of the exit date of a leased Covered Aircraft shall be permitted by United hereunder if Contractor does not have the unilateral right to extend such lease term to a date coincident with or subsequent to the resulting exit date on the same (or better) terms and conditions as the lease then in effect; (2) Contractor shall be deemed to have the unilateral right to extend such lease term if United and Contractor’s lessor shall have negotiated a lease extension to a date coincident with the resulting exit date at a lease cost not in excess of the “ownership rate per month for each Covered Aircraft” on Schedule 2, which lease extension shall otherwise be on the same terms and conditions as the lease being extended; (3) any extension shall be made only in increments of [***]; (4) that the exit date for any Covered Aircraft may be extended [***]; and (5) that in no event shall United’s exercise of its extension rights pursuant to the provisions in this Section 10.2 result in Contractor operating [***] Covered Aircraft in its provision of Regional Airline Services to United under this Agreement. Within fifteen (15) days of receipt by Contractor of an Extension Notice from United, Contractor shall present to United a written good faith approximation of Contractor’s projected future costs of operation during the applicable extension period and a proposed revised Schedule 2 to reflect such projected future costs. Within [***] of United’s receipt of such approximation and proposed revised Schedule 2 from Contractor, United shall inform Contractor in writing whether,

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United, in its sole discretion, has either confirmed or rescinded such extension. Upon any such confirmation by United (a “Confirmation Notice”), the Compensation for Carrier Controlled Costs shall be adjusted to reflect Contractor’s approximation of projected future costs of operation during the applicable extension period and such costs shall be reflected on the revised Schedule 2 proposed by Contractor. Upon delivery of a Confirmation Notice to Contractor, the revised Schedule 1 included in the Extension Notice and Contractor’s proposed revised Schedule 2 shall be incorporated into this Agreement without any further action by any party and shall thereafter constitute the amended and restated Schedule 1 and Schedule 2 for all purposes of this Agreement. Upon any determination by Contractor not to renew any lease for any Covered Aircraft, Contractor shall promptly notify United. During any extension period pursuant to this Section 10.2(a), Contractor shall promptly inform United of any material changes in the terms of any leases subject to the extension and shall keep United reasonably informed of the status of any negotiations between Contractor and Contractor’s lessor in connection with a proposed extension of the term of any lease.

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(b)United may at any time and from time to time propose to extend the exit date for any Covered Aircraft to Contractor through mutually-agreed modification of this Agreement.

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At any time that United desires to utilize aircraft other than the Covered Aircraft, Contractor and United agree to meet and discuss in good faith the appropriate adjustments to this Agreement necessary to include such other aircraft as a Covered Aircraft.

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United shall have the right in its sole discretion at any time and from time to time during the Term to amend Schedule 1 unilaterally to increase the number of Covered Aircraft (any such additional aircraft, the “Growth Aircraft”) utilized by Contractor for Regional Airline Services (such right, the “Growth Aircraft Option”); provided that the following provisions shall apply:

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(a)in order to exercise the Growth Aircraft Option, United must provide Contractor with written notice of United’s election of the Growth Aircraft Option (the “Growth Aircraft Option Notice”), which notice shall include the date of first use of any Growth Aircraft for Regional Airline Services, such date to be at least [***] the date of the Growth Aircraft Option Notice; provided that, unless otherwise agreed by the parties, United shall not exercise the Growth Aircraft Option [***];

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(b)the Growth Aircraft shall be of an aircraft type equivalent to the aircraft type set forth on Schedule 1 (or an acceptable substitute aircraft agreed to by United and Contractor);

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(c)the maximum number of Growth Aircraft shall be [***];

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(d)the Growth Aircraft shall be provided to Contractor by United pursuant to a Covered Aircraft Sublease with such changes as (i) are necessary to conform to the requirements of the head lease and related financing documents for such Growth Aircraft,(ii) are mutually agreed to by Contractor and United and (iii) provisions relating to return conditions and storage

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similar to those included in Section 2.09 of the UA/CO/ExpressJet CPA; provided that, notwithstanding the preceding clauses (i), (ii) and (iii), the rent under such sublease shall be abated, except in the circumstances described in Section 4.18(b) of the UA/CO/ExpressJet CPA, in which case such rent shall be payable as provided in such sublease;

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(e)Contractor shall have the right to inspect the Growth Aircraft [***], or such lesser number of days as may be permitted under the relevant purchase agreement, prior to anticipated delivery to Contractor and United shall be responsible for all reasonable costs and expenses incurred by Contractor to the extent necessary to place such Growth Aircraft in an airworthy condition and transfer such Growth Aircraft to Contractor’s operating certificate and maintenance program;

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(f)United shall pay Contractor in respect of the Growth Aircraft as provided in this Agreement; provided, that (i) the Compensation for Carrier Controlled Costs shall be deemed to exclude “ownership rate per month in respect of each Covered Aircraft” rates with respect to such Growth Aircraft, (ii) the Flight Reconciled Carrier Controlled Costs payable pursuant to this Section 10.4(f) in respect of Growth Aircraft shall be reduced by mutual agreement of the parties to exclude the Heavy Maintenance Costs and (iii) United shall be solely responsible, and Contractor shall not be compensated, for Heavy Maintenance Costs and actual aircraft ownership rates in respect of Growth Aircraft; provided further, that, notwithstanding clauses (i) and (ii) of the immediately preceding proviso in this Section 10.4(f), Contractor shall be entitled to earn an Incentive Markup Payment pursuant to the provisions of Section 3.2 calculated using the Compensation for Carrier Controlled Costs otherwise applicable to Contractor Services using Covered Aircraft other than Growth Aircraft, but with the following modifications: (x) the “ownership rate per month in respect of each Covered Aircraft” shall be [***], and (y) the Flight Reconciled Carrier Controlled Costs shall be [***] of the Heavy Maintenance Costs as so reflected in the rates described in clause (ii) of this Section 10.4(f);

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(g)in the event that the Compensation for Carrier Controlled Costs paid to Contractor by United as reduced by Section 10.4(f) (excluding the amount of any Incentive Markup Payments paid by United to Contractor in respect of the Growth Aircraft) for any [***] period during which Contractor continuously operates Growth Aircraft is less than Contractor’s direct operating costs for such Growth Aircraft determined in accordance with GAAP and documented in a manner reasonably acceptable to United (the amount of such difference, the “Growth Aircraft Shortfall”), then Contractor may, [***] notice to United and subject to a reasonable wind-down schedule mutually agreed by United and Contractor [***], terminate Contractor’s operation of such Growth Aircraft; provided that, if, within [***] of receipt of such notice of termination from Contractor, United agrees to adjust the rates set forth on Schedule 2 with respect to the Growth Aircraft so as to eliminate the Growth Aircraft Shortfall prospectively, then such termination notice shall be deemed rescinded and no termination right shall exist in respect of such Growth Aircraft Shortfall;

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(h)the operating term of each Growth Aircraft shall be [***] from its Actual In- Service Date; and

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(i)at Contractor’s election, upon written notice to United and receipt of United’s consent, which shall not be unreasonably withheld, Contractor may assign its rights and obligations pursuant to this Section 10.4, as to some or all ([***]) of the Growth Aircraft to ExpressJet Airlines, Inc. (“ExpressJet”); provided that at the time of such assignment, (w) ExpressJet is a wholly-owned (directly or indirectly) subsidiary of Parent, (x) ExpressJet has achieved an average controllable completion rate of not less than [***] during the preceding [***] under that certain Capacity Purchase Agreement, dated November 12, 2010, between ExpressJet and Continental Airlines, Inc. (as amended, the “UA/CO/ExpressJet CPA”), (y) ExpressJet reasonably demonstrates to United that it will have the Covered Aircraft type on its operating certificate sufficiently in advance of the anticipated Actual In-Service Date of the Growth Aircraft so as to begin operations on such anticipated Actual In-Service Date and (z) ExpressJet is not in material breach of the UA/CO/ExpressJet CPA (regardless of whether ExpressJet has received notice from United of any such breach); provided further, that in connection therewith United and ExpressJet shall enter into a capacity purchase agreement reflecting the terms and conditions of this Agreement, as applicable with respect to such Growth Aircraft; and provided further, that in connection with any assignment (partial or whole) pursuant to this Section 10.4(i) there shall be no novation and both ExpressJet and Contractor shall remain fully obligated for all obligations regarding the Growth Aircraft.

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Contractor shall pay to United, and United shall be subrogated to any and all rights in respect of any and all rights and remedies (including without limitation the right to sue Embraer in connection therewith) with respect to, and Contractor shall take any and all reasonable actions to facilitate United’s exercise of any and all such rights and remedies, any amounts received by or credited to Parent or Contractor (or any of their affiliates or any lessor or owner of the Covered Aircraft) in respect of any fuel burn guarantee given in favor of Parent or Contractor in respect of any Covered Aircraft or Engine, less expenses reasonably incurred in connection with proving or securing any claim under such guarantee, and Parent or Contractor, as applicable, shall use its commercially reasonable efforts to obtain any such amount owed to it and shall cooperate reasonably with United in connection therewith. Contractor agrees that it shall not amend any such fuel burn guarantee without United’s prior written consent. In connection with the foregoing, at Contractor’s request, United shall use commercially reasonable efforts to coordinate with Contractor in regard to said claim, including engaging Contractor in strategic discussions regarding litigation and/or settlement strategy in regard to such claim.

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ARTICLE XI

MISCELLANEOUS

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(a)Scheduling. Subsequent to the execution of this Agreement, and prior to the commencement of the Term, Contractor and United shall work together to facilitate the initial monthly scheduling of Scheduled Flights.

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(b)Other Setup Arrangements. Subsequent to the execution of this Agreement, and prior to the commencement of the Term, Contractor and United shall work together to facilitate all other relevant aspects of the commencement of Contractor’s provision of Contractor Services as of the beginning of the Term.

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All notices made pursuant to this Agreement shall be in writing and shall be deemed given upon (a) a transmitter’s confirmation of a receipt of a facsimile transmission (but only if followed by confirmed delivery by a standard overnight courier the following Business Day or if delivered by hand the following Business Day), or (b) confirmed delivery by a standard overnight courier or delivered by hand, to the parties at the following addresses:

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if to United:

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United Airlines, Inc. Willis Tower

233 S. Wacker Drive Chicago, IL 60606

Attention: Senior Vice President – Network Operations & United Express

Facsimile No.: (872) 825-0030

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with a copy to:

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United Airlines, Inc. Willis Tower

233 S. Wacker Drive Chicago, IL 60606

Attention: Vice President and Deputy General Counsel

Facsimile No.: (872) 825-0081

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and to:

United Airlines, Inc. Willis Tower

233 S. Wacker Drive Chicago, IL 60606

Attention: Vice President – Fleet

Facsimile No.: (872) 825-8113

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if to Contractor:

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SkyWest Airlines, Inc.

444 South River Road St.

George, Utah 84790

Attention: President and COO

Facsimile No.: (435) 634-3305

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or to such other address as any party hereto may have furnished to the other parties by a notice in writing in accordance with this Section 11.2.

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This Agreement and all of the provisions hereof shall be binding upon the parties hereto and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except with respect to a merger or other consolidation of either party with another Person or to the extent otherwise provided in Section 10.4(i) (and without limiting United’s rights pursuant to Section 5.3 hereof), neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto without the prior written consent of the other parties. For the avoidance of doubt, United may effectively assign without Contractor’s prior written consent all of its performance, rights, and obligations hereunder to any direct or indirect wholly-owned Subsidiary of United Continental Holdings, Inc.

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This Agreement may not be amended or modified in any respect except by a written agreement signed by the parties hereto that specifically states that it is intended to amend or modify this Agreement.

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The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) by the party entitled to enforce such term, but such waiver shall be effective only if it is in writing signed by the party against which such waiver is to be asserted that specifically states that it is intended to waive such term. Unless otherwise expressly provided in this Agreement, no delay or omission on the part of any party in exercising any right or privilege under this Agreement shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right or privilege under this Agreement operate as a waiver of any other right or privilege under this Agreement nor shall any single or partial exercise of any right or privilege preclude any other or further exercise thereof or the exercise of any other right or privilege under this Agreement. No failure by any party to take any action or assert any right or privilege hereunder shall be deemed to be a waiver of such right or privilege in the event of the continuation or repetition of the circumstances giving rise to such right unless expressly waived in writing by each party against whom the existence of such waiver is asserted.

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The table of contents and the section and other headings and subheadings contained in this Agreement and in the exhibits and schedules hereto are solely for the purpose of reference, are not part of the agreement of the parties hereto, and shall not in any way affect the meaning or interpretation of this Agreement or any exhibit or schedule hereto. All references to days or months shall be deemed references to calendar days or months. All references to “$” shall be deemed references to United States dollars. Unless the context otherwise requires, any reference

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to an “Article,” a “Section,” an “Exhibit,” or a “Schedule” shall be deemed to refer to a section of this Agreement or an exhibit or schedule to this Agreement, as applicable. The words “hereof,” “herein” and “hereunder” and words of similar import referring to this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, unless otherwise specifically provided, they shall be deemed to be followed by the words “without limitation.” This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing the document to be drafted.

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Except as required by law or stock exchange or other regulation or in any proceeding to enforce the provisions of this Agreement, or as otherwise provided below, each party to this Agreement hereby agrees not to publicize or disclose to any third party the terms or conditions of this Agreement or any of the Ancillary Agreements, or any exhibit, schedule or appendix hereto or thereto, or any CPA Records, without the prior written consent of the other parties thereto (except that (i) a party may disclose such information to its third-party consultants, advisors and representatives, in each case who are themselves bound to keep such information confidential and (ii) a party may disclose any information to its organized labor groups and their third-party consultants, advisors and representatives as required pursuant to applicable collective bargaining agreements). Except as required by law or stock exchange or other regulation or in any proceeding to enforce the provisions of this Agreement or any of the Ancillary Agreements, or as otherwise provided below, each party hereby agrees not to disclose to any third party any confidential information or data, both oral and written, received from the other, whether pursuant to or in connection with this Agreement or any of the Ancillary Agreements, without the prior written consent of the party providing such confidential information or data (except that a party may disclose such information to its third-party consultants, advisors and representatives, in each case who are themselves bound to keep such information confidential). Each party hereby agrees not to use any such confidential information or data of the other party other than in connection with performing their respective obligations or enforcing their respective rights under this Agreement or any of the Ancillary Agreements, or as otherwise expressly permitted or contemplated by this Agreement or any of the Ancillary Agreements. If either party is served with a subpoena or other process requiring the production or disclosure of any of such agreements or information, then the party receiving such subpoena or other process, before complying with such subpoena or other process, shall immediately notify the other parties hereto of the same and permit said other parties a reasonable period of time to intervene and contest disclosure or production. Upon termination of this Agreement, each party must return to each other any confidential information or data received from the other which is still in the recipient’s possession or control. Without limiting the foregoing, no party shall be prevented from disclosing the following terms of this Agreement: the number of aircraft subject hereto, the periods for which such aircraft are subject hereto, and any termination provisions contained herein. The provisions of this Section 11.7 shall survive the termination of this Agreement for a period of [***].

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This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The Agreement may be executed by facsimile signature.

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Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective (unless and until reformed automatically or replaced via good faith negotiations, as applicable, pursuant to the third sentence of this Section 11.9) to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. If (x) any term or provision of this Agreement is or is rendered or held invalid, illegal or incapable of being enforced by any jurisdiction, applicable law or public policy and (y) the parties agree that such term or provision is essential to this Agreement, then such term or provision will be reformed automatically in the applicable jurisdiction so as to comply with the applicable law or public policy and to effect the original intent of the parties as closely as possible; provided, however, that if, in the reasonable opinion of either party hereto, the reformation of such invalid, illegal or unenforceable term or provision materially adversely affects a party’s rights or duties hereunder, then the parties shall immediately begin good faith negotiations for a suitable replacement provision which effects the original intent of the parties as closely as possible; provided further, that if, after the good faith negotiations referenced in the immediately preceding proviso, the parties are unable to reach agreement as to a suitable replacement provision, then the party adversely affected by the reformation may immediately terminate this Agreement upon written notice to the other party hereto, upon which termination this Agreement shall be of no further force and effect and the provisions of Section 8.3 shall apply.

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Nothing in this Agreement shall be interpreted or construed as establishing between the parties a partnership, joint venture, joint employment or other similar arrangement.

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This Agreement (including the exhibits and schedules hereto) and the Ancillary Agreements are intended by the parties as a complete statement of the entire agreement and understanding of the parties with respect to the subject matter hereof and all matters between the parties related to the subject matter herein or therein set forth. This Agreement is made among, and for the benefit of, the parties hereto, and the parties do not intend to create any third-party beneficiaries hereby, and no other Person shall have any rights arising under, or interests in or to, this Agreement.

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This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois (excluding Illinois choice of law principles that might call for the application of the law of another jurisdiction) as to all matters, including matters of validity, construction, effect, performance and remedies. Any action arising out of this Agreement or the rights and duties of the parties arising hereunder may be brought, if at all, only in the state or federal courts located in the United States District Court for the Northern District of Illinois or the County of Cook, Illinois, as applicable. Each party further agrees to waive any right to a trial by jury.

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If any party hereto shall be in default hereunder or under any Ancillary Agreement or any other agreement between the parties hereto relating to the provision of Contractor Services (including without limitation any ground handling agreement), then in any such case the non- defaulting party shall be entitled to set off from any payment owed by such non-defaulting party to the defaulting party hereunder any amount owed by the defaulting party to the non-defaulting party hereunder or thereunder; provided that contemporaneously with any such set-off, the non- defaulting party shall give written notice of such action to the defaulting party; provided further that the failure to give such notice shall not affect the validity of the set-off. It is specifically agreed that (i) for purposes of the set-off by any non-defaulting party, mutuality shall be deemed to exist among the parties; (ii) reciprocity among the parties exists with respect to their relative rights and obligations in respect of any such set-off; and (iii) the right of set-off is given as additional security to induce the parties to enter into the transactions contemplated hereby and by the Ancillary Agreements. Upon completion of any such set-off, the obligation of the defaulting party to the non-defaulting party shall be extinguished to the extent of the amount so set-off. Each party hereto further waives any right to assert as a defense to any attempted set-off the requirements of liquidation or mutuality. This set-off provision shall be without prejudice, and in addition, to any right of set-off, combination of accounts, lien or other right to which any non- defaulting party is at any time otherwise entitled (either by operation of law, contract or otherwise), including without limitation pursuant to Article III hereof.

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Contractor shall be responsible for filing all reports relating to its operations that are required by the DOT, FAA or other applicable government agencies (other than any such reports for which United, where permitted by law, has assumed in writing the responsibility to file on Contractor’s behalf), and Contractor shall promptly furnish United with copies of all such reports and such other available traffic and operating reports as United may request from time to time. Each of the parties hereto agrees to use its commercially reasonable efforts to cooperate with each other party in providing necessary data, to the extent in the possession of the first party, required by such other party in order to meet any reporting requirements to, or otherwise in connection with any filing with or provision of information to be made to, any regulatory agency or other governmental authority. If a party fails to provide any such data to the other party sufficiently in advance of the applicable deadline for such filings, and the other party is unable to submit such filings by the deadline because of such delay, the first party will reimburse the other

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party for any fines or penalties incurred by the other party as a result of its failure to submit such filings by the deadline. The obligations under this Section 11.14 shall survive the termination of this Agreement.

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Contemporaneous with the execution and delivery of this Agreement, Contractor shall cause Parent to execute a guarantee in favor of United in form of Exhibit K.

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For purposes of this Agreement, the term “Fair Market Value” means, as of any date of determination, the then-current market value of the item being valued, (u) mutually determined by the parties; or (v) failing mutual agreement between the parties, determined by an independent aircraft appraiser jointly selected by United and Contractor within [***] after either party requests such an appraiser be selected; or (w) failing the joint selection by United and Contractor of an independent aircraft appraiser by the end of the period referenced in clause (v) above, then determined by two recognized independent aircraft appraisers within [***] after the end of the period referenced in clause (v) above, one of whom shall be appointed by the Contractor and the other of whom shall be appointed by United, in each case selected [***] after the end of the period referenced in clause (v) above; or (x) failing an agreement between such two appointed appraisers by the end of the later period referenced in clause (w) above, then determined by a third recognized independent appraiser jointly appointed by such two appraisers [***] after the end of the later period referenced in clause (w) above; or (y) failing the selection of such third appraiser referenced in clause (x) above by the end of the later period referenced in clause (x) above, then determined by a recognized independent appraiser appointed by the American Arbitration Association (or any successor organization thereto) following the application by either party for such appointment. The appraisal by such recognized independent appraiser shall be completed within [***] of the appointment of such third appraiser. All determinations made as provided in this Section 11.16 shall be binding upon Contractor and United. All such appraisal costs will be shared equally between Contractor and United.

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IN WITNESS WHEREOF, the parties hereto have caused this Capacity Purchase Agreement to be duly executed and delivered as of the date and year first written above.

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SCHEDULE 1

Covered Aircraft

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[***]

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Schedule 1-1

Execution Version

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SCHEDULE 1A

Covered Aircraft Scheduled Delivery and In-Service Dates

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[***]

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Schedule 1-2

Execution Version

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SCHEDULE 2

Compensation for Carrier Controlled Costs

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[***]

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Schedule 2-1

Execution Version

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SCHEDULE 3

Pass-Through Costs*

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[***]

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Schedule 3-1

Execution Version

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SCHEDULE 4

Incentive Compensation

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Markup and Performance Grade Widths

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[***]

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Schedule 4-1

Execution Version

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SCHEDULE 5

Block Hour Utilization Adjustment—Illustrative Example

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[***]

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Schedule 5-1

Execution Version

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SCHEDULE 6

Reasonable Operating Constraints and Conditions

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The reasonable operating constraints and conditions for the operation of Scheduled Flights shall be those imposed by aircraft type, maintenance requirements, minimum service time requirements and route authorities, slots and other applicable mandatory regulatory restrictions on flights schedules. In furtherance of the foregoing, United will take the following provisions into consideration in setting any Final Monthly Schedule unless in a particular circumstance such provisions are not reasonable as determined by United in its sole discretion, it being understood the Final Monthly Schedule shall be determined for the benefit of the overall United flight network.

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III.Maintenance Aircraft. Upon [***], Contractor shall inform United of Covered Aircraft that need to be removed from providing Scheduled Flights for purposes of accomplishing heavy maintenance, and mutually agreed-upon overhauls and modifications.

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IV.Block Times. United shall set all block times for flights operated by Covered Aircraft in its sole discretion; provided, however, that United shall cooperate with Contractor and consider any adjustments requested by Contractor to such block times to achieve agreed-upon operating performance targets.

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V.Contractor’s Requests. United agrees that in developing the schedules for the Scheduled Flights and establishing the minimum service time and minimum ground time, United will review and consider in good faith any changes or suggestions provided by Contractor with respect to the scheduling of Scheduled Flights, it being understood the Final Monthly Schedule shall be determined for the benefit of the overall United flight network.

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Schedule 6-1

Execution Version

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SCHEDULE 7

[***]

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Schedule 7-1

Execution Version

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SCHEDULE 8

[***]

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Schedule 8-1

Execution Version

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EXHIBIT A

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Definitions

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2.4(b) Notice – is defined in Section 2.4(b).

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2003 Agreement – is defined in Section 8.4(a)(ii).

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Act of God – means an unpreventable natural catastrophe resulting in material consequences, such as an earthquake, a tidal wave, a volcanic eruption, or a tornado (it being understood that Labor Strikes, labor disputes any other events or circumstances involving the action or inaction of human beings shall not constitute an Act of God). For the avoidance of doubt, the parties agree that the term “Act of God” shall only be relevant in this Agreement specifically where it is used, namely Section 8.4 and Schedule 1.

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Actual Delivery Date – means the date as provided in Schedule 1. Actual In-Service Date – is defined in Schedule 1.

Agreement – means the Capacity Purchase Agreement, dated as of May [], 2013, between United and Contractor, as amended from time to time pursuant to Section 11.4 hereof.

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Aircraft Drinking Water Regulation – means 40 CFR Part 141.

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Aircraft Property Taxes – means all aircraft property taxes (however designated, including excise or franchise taxes imposed on the ownership of aircraft property, ad valorem taxes, and special assessments or levies) for aircraft, spare parts and engines, including rotables and consumables included in or constituting part of an aircraft or engine or spare parts. Aircraft property taxes can include taxes assessed on Terminal Facilities where United is responsible for the lease cost (including leasehold improvements and regardless of whether classified as a real property tax, personal property tax or otherwise, so long as the definition of assessment defines it as real property and not furniture, equipment, or space contents) Aircraft property taxes do not include property tax related to ground equipment, real estate (except as provided above), or personal property or any other tax that is not for aircraft property, including without limitation income, profits, withholding, employment, social security, disability, occupation, severance, excise, ad valorem, sales, use or franchise taxes.

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Airport Authority – means any municipal, county, state or federal governmental authority, or any private authority, owning or operating any Applicable Airport with authority to lease, convey or otherwise grant rights to use any Airport Facilities.

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Alcoholic Beverage Product – means beer, wine, liquor or any other alcoholic beverages. ALPA – means the Air Line Pilots Association, International.

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Exhibit A-1

Execution Version

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Ancillary Agreements – means each of the agreements entered into by United and/or Contractor substantially in the form of any of the exhibits hereto (including without limitation Exhibits D, K and O), together with all amendments, exhibits, schedules and annexes thereto.

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Applicable Airport – means any airport into or from which Scheduled Flights are scheduled to arrive or depart.

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APU – means an auxiliary power unit.

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Assignment and Assumption Agreement – is defined in Section 10.1(b)(v)(A). Audit Period – is defined in Section 3.5.

Available Covered Aircraft – is defined in Section 3.3(b). [***]

Business Day – means each Monday, Tuesday, Wednesday, Thursday and Friday unless such day shall be a day when financial institutions in New York, New York or Chicago, Illinois are authorized by law to close.

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Call Option – is defined in Section 10.1.

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Call Option Aircraft – is defined in Section 10.1(a). Call Option Notice – is defined in Section 10.1(b)(iv).

Call Option Removed Aircraft – is defined in Section 2.4(a). Call Option Request – is defined in Section 10.1(b)(ii).

Cancellation Threshold – is defined in Section 2.1(c).

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Catering Products – means all (i) food and beverages for passengers, including Alcoholic Beverage Products, and (ii) customary in-flight catering supplies.

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Catering Services – means all services related to providing and arranging for the placement of Catering Products on board the Covered Aircraft.

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Cause – means the following, each of which constitutes breach: (i) the suspension for [***] or the revocation of [***], (ii) the ceasing of Contractor’s operations as a scheduled airline, other than as a result of a Labor Strike or the mandatory grounding of any of portion of the Covered Aircraft by the FAA, and other than any temporary cessation for [***], (iii) the occurrence of a Labor Strike that shall [***], (iv) a Controllable Completion Factor score of [***], (v) an On- Time Departure Rate of [***], (vi) a Customer Satisfaction score of [***], (vii) a Change of Control or a Prohibited Transfer shall occur to which United shall not have consented in writing in advance, (viii) the occurrence of a willful or intentional material breach of this Agreement by

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Exhibit A-2

Execution Version

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Contractor that substantially deprives United of the benefits of this Agreement, which breach shall have continued for [***] after notice thereof is delivered by United to Contractor, or (ix) the occurrence of a System Flight Disruption.

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Change of Control – means, with respect to Contractor or Parent (each of the foregoing being referred to in this definition as “Contractor”):

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Exhibit A-3

Execution Version

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not occur pursuant to this clause (iii) if such “person” or “group” reduces its ownership of the capital stock or voting power of Contractor, as the case may be, to less than [***] within [***] of the acquisition of ownership of at least [***] of such capital stock or voting power;

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Charter Flights – means any flight by a Covered Aircraft for charter operations at the direction of United that may or may not be not reflected in the Final Monthly Schedule.

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Commencement Date – is defined in Section 8.1. Committed Delivery Date – is defined in Schedule 1. Committed In-Service Date – is defined in Schedule 1.

Compensation for Carrier Controlled Costs – is defined in Section 3.1.

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Component – means radomes, flaps, winglets, wing leading edges, thrust reversers, inlet cowls, gear doors, flight controls, landing gear, flap tracks, ball-screws, spindles, actuators and wire harnesses.

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Confirmation Notice – is defined in Section 10.2(a). Consent – is defined in Section 10.1(b)(v)(D).

Contractor – means SkyWest Airlines, Inc., a Utah corporation, and its successors and permitted assigns.

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Contractor Grade – is defined in Section 3.2(c). Contractor Marks – is defined in Exhibit F.

Contractor Services – means (i) Regional Airline Services and (ii) any other services provided by Contractor pursuant to this Agreement or any Ancillary Agreement.

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Exhibit A-4

Execution Version

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Contractor Terminal Facility – means any Terminal Facility to the extent owned, leased, subleased or otherwise retained or used by Contractor pursuant to Section 4.10(a) or otherwise at the direction of United, in either case, for the provision of Contractor Services.

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Contractor’s E175 Underlying Finance Rate – is defined in Schedule 8. Contractor’s Performance – is defined in Section 3.2(c).

Controllable Cancellations – means a cancellation of a Scheduled Flight that is not an Uncontrollable Cancellation.

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Controllable Completion Operating Goal – is defined in Section 3.2(a)(i)(B).

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Controllable Completion Factor – means, for any period of determination, the number of actual departures completed divided by the number of scheduled departures, excluding Uncontrollable Cancellations.

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Covered Aircraft – means all of the Embraer E175 aircraft listed on Schedule 1 (as amended from time to time pursuant to the provisions of this Agreement), or any acceptable substitute aircraft agreed to in writing by United and presented for Regional Airline Services by Contractor, as adjusted from time to time for withdrawals pursuant to Article VIII and for exit date extensions pursuant to Section 10.2.

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Covered Aircraft Sublease – means the Covered Aircraft Sublease as defined in the UA/CO/ExpressJet CPA (as such sublease may be modified by the parties to account for the terms and conditions of this Agreement).

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CPA Records – is defined in Section 3.5.

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Customer Satisfaction Operating Goal – is defined in Section 3.2(a)(i)(C). Customer Satisfaction Score – means [***].

Design Changes – means, following the initial entry of Covered Aircraft and crews into service for the provision of Contractor Services by Contractor, the expenses of Contractor relating to interior and exterior design changes to the Covered Aircraft and other product-related changes required by United, including the cost of changes uniforms and other livery, in each case that occur outside of Contractor’s normal uniform replacement and aircraft maintenance/refurbishment program. For the avoidance of doubt, Design Changes shall not include (a) scheduled refresh paint to occur within normal paint standards (limited to one event per aircraft per term of the Agreement, unless poor workmanship by, on behalf of, or directed by Contractor requires an additional event) or (b) initial paint on new aircraft.

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Domestic Mainline Operations Performance Level – means, with respect to any Operating Performance Measure for any period, the level of performance with respect to such measure achieved by [***].

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Exhibit A-5

Execution Version

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DHS – means the United States Department of Homeland Security. Distress Notice – is defined in Section 2.4(a).

DOT – means the United States Department of Transportation. Drinking Water Requirements – is defined in Section 4.19(b)(viii). [***]

Effective Date – is defined in Section 8.1.

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Embraer – means Embraer SA, a Brazilian corporation.

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Embraer Purchase Agreement – means that certain Purchase Agreement, dated as of February 15, 2013, between Parent and Embraer.

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Engine – means any jet aircraft engine delivered with any Covered Aircraft (or any replacement engine thereof) that constitutes an “Engine,” as such term is defined in a Covered Aircraft mortgage, lease or sublease, as the case may be.

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Environmental Laws – is defined in Section 4.19(a)(i). EPA – means the Environmental Protection Agency. ExpressJet – is defined in Section 10.4(i).

Excess Audit Amount – is defined in Section 3.5.

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Excess Delayed Flights – is defined in Section 3.6(c)(vii). Extension Notice – is defined in Section 10.2(a).

FAA – means the United States Federal Aviation Administration. Fair Market Value – is defined in Section 11.16.

Final Monthly Schedule – means the final schedule of Scheduled Flights for the applicable calendar month delivered by United to Contractor pursuant to Section 2.1(c).

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Final Notice – is defined in Schedule 1.

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Flight Reconciled Carrier Controlled Costs – is defined in Section 3.1. For the avoidance of doubt, “ownership rate per month for each Covered Aircraft” and “maintenance, crew and administrative overhead cost per month in respect of each Covered Aircraft” referenced in Section 3.1 and the rates for “ownership rate per month for each Covered Aircraft” and

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Exhibit A-6

Execution Version

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“maintenance, crew and administrative overhead rate per month, per Covered Aircraft” set forth on Schedule 2 are not included in Flight Reconciled Carrier Controlled Costs.

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Forecasted Passengers – means, for any month, the forecasted Revenue Onboards derived from the Final Monthly Schedule for such month.

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Forecasted RPMs – means, for any month, the forecasted RPMs derived from the Final Monthly Schedule for such month.

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FPS – is defined in Section 8.4(a)(ii).

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Fuel Services – means the act of putting fuel product into an aircraft and taking fuel product out of an aircraft, and any other incidental tasks as are customarily required from time to time in connection therewith; provided that the cost of aircraft fuel shall not be included as a cost of Fuel Services.

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GAAP – means generally accepted accounting principles in the United States of America, consistently applied.

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Grade Widths – is defined in Section 3.2(b)(ii).

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Ground Handling Services – means the ground handling services performed in connection with Regional Airline Services and as determined by United or United’s designee in United’s or United’s designee’s, sole option and discretion, which services will typically (but not necessarily) include without limitation the following: (i) gate check-in activities, (ii) passenger enplaning/deplaning activities, (iii) sky cap and wheelchair services, (iv) aircraft loading/unloading services, (v) passenger ticketing, (vi) jetbridge maintenance, (vii) janitorial services, (viii) deicing services, (ix) pushback, (x) airstarts, and (xi) aircraft overnight cleaning, including lavatory service and water service; provided that the foregoing list shall typically (but not necessarily) exclude turn cleaning unless otherwise directed by United, and towing services provided by Contractor pursuant to Section 4.6.

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Growth Aircraft – is defined in Section 10.4. Growth Aircraft Option – is defined in Section 10.4.

Growth Aircraft Option Notice – is defined in Section 10.4(a). Growth Aircraft Shortfall – is defined in Section 10.4(g).

Guarantor – means Parent.

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Hazardous Materials – is defined in Section 4.19(a)(ii).

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Heavy Maintenance Costs – means costs associated with (i) engine maintenance, including, but not limited to, hot section restoration visits, unscheduled visits, foreign object damage vists and

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Exhibit A-7

Execution Version

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life limited part visits, whether such costs are subject to an engine power-by-the-hour agreement or time and material agreement, (ii) component repair agreements, (iii) airframe C-checks, (iv) the provision of spare engines, (v) service bulletins and airworthiness directives, (vi) reliability improvements, (vii) the provision of rotable spares, (viii) landing gear overhauls and repairs, and

(ix) auxiliary power unit overhauls and repairs.

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Hub Airport – means, as of any date of determination, (i) each of CLE, DEN, EWR, IAD, IAH, LAX, ORD, and SFO, and (ii) any other airport at which United and its subsidiaries, together with all other operators operating under United’s livery or a derivative thereof, operate an average of at least fifty (50) flights per day at such airport during the six months period prior to such date of determination.

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Identification – means the United Marks, the aircraft livery set forth on Exhibit E, the United flight code and other trade names, trademarks, service marks, graphics, logos, employee uniform designs, distinctive color schemes and other identification selected by United in its sole discretion for the Regional Airline Services to be provided by Contractor, whether or not such identification is copyrightable or otherwise protected or protectable under federal law.

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Implementation Date – is defined in Section 3.3(c).

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Incentive Markup Payment – is defined in Section 3.2(d).

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Incentive Program – is defined in Section 3.2. Indemnified Party – is defined in Section 7.3. Indemnifying Party – is defined in Section 7.3. Indemnity Notice – is defined in Section 7.3.

Insolvency Event – means, as to an affiliate of Contractor, such Person (A) files a voluntary petition in bankruptcy; (B) petitions for or acquiesces in the appointment of any receiver, trustee or similar officer to liquidate or conserve its business or any substantial part of its assets; or (C) commences under the laws of any jurisdiction any proceeding involving its insolvency, bankruptcy, reorganization, readjustment of debt, dissolution, liquidation or any other similar proceeding for the relief of financially distressed debtors.

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IOSA – is defined in Section 4.9.

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Labor Strike – means a labor dispute, as such term is defined in 29 U.S.C. Section 113(c) involving Contractor and some or all of its employees, which dispute results in a union- authorized strike resulting in a work stoppage.

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Landing Fees – consists of all airport landing fees, Aircraft Rescue Fire Fighter (ARFF) charges or similar charges, apron fees, and any other fees charged by airport operators to cover airfield costs or other airport facilities, including any fees and charges incurred by Contractor in

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Exhibit A-8

Execution Version

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connection with the obtaining of any letter of credit required by such airport operator. Unscheduled flights operated by Contractor for aircraft repositioning, maintenance or any purpose other than carrying revenue passengers will not be reimbursed, except as set forth in Section 3.6(c)(vi).

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Large Gauge Regional Aircraft – means regional aircraft with seating ranging from [***] seats, excluding Q400 aircraft that are subject to a capacity purchase agreement with United as of the date of this Agreement.

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Lease Documents – is defined in Section 10.1(b)(v)(A). Letter of Agreement – is defined in Section 4.1(e).

Markup – is defined in Section 3.1(b).

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Navigation Fees – means navigation charges invoiced from Canadian/Mexican authorities to operate flights in the air space (NavCanada and Services a la Navigation en el Espacio Aereo Mexicano (SENEAM)) and fees and reasonable third party expenses to file schedules in foreign country.

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Net Book Value – means the acquisition price of the Covered Aircraft paid by Contractor to Embraer and reflected on Contractor’s financial statements, less accumulated depreciation (in each case in accordance with GAAP).

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On-Time Departure – means a flight departing on-time or earlier than scheduled departure time during such period.

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On-Time Departure Rate – means [***].

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On-Time Zero Operating Goal – is defined in Section 3.2(a)(i)(A). Operating Goals – is defined in Section 3.2(a).

Operating Performance Measure – is defined in Section 3.2(a). Other Large Gauge Operator – is defined in Section 2.4(c).

Other Spare Aircraft – is defined in Section 2.1(d). Outside Date – is defined in Section 3.3(c).

Outstanding Debt Balance – means the aggregate principal and interest owing with respect to any note, mortgage or other instrument evidencing a debt obligation of Contractor incurred in order to pay the purchase price of a Call Option Aircraft.

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Ownership Rate – is defined in Section 3.1.

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Exhibit A-9

Execution Version

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Parent – means SkyWest, Inc., a Utah corporation, and its successors and permitted assigns.

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Passenger-Related Terminal Facilities – shall mean all passenger-related terminal facilities and spaces leased, subleased or otherwise retained or used by a party at an Applicable Airport, including without limitation all passenger lounges, passenger holding areas, aircraft parking positions (which may or may not be adjacent to a passenger holding area) and associated ramp spaces, gates (including loading bridges and associated ground equipment parking areas), ticketing counters and curbside check-in facilities.

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Pass-Through Costs – is defined in Section 3.6(b)(iii)(A). Pending Rules – is defined in Section 3.3(c).

Performance Level – is defined in Section 3.2(b).

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Person – means an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, association or unincorporated organization, or any other form of business or professional entity.

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Prepayment – is defined in Section 3.6(a). Pre-Tax Margin – means [***]

Prohibited Person – means (i) an air carrier (other than United and its successors and any Subsidiary thereof), the consolidated annual revenues of which for the most recently completed fiscal year for which audited financial statements are available are in excess of the Revenue Threshold as of the date of determination (or the U.S. dollar equivalent thereof), in each case other than any air carrier at least [***] of whose available seat miles, together with the available seat miles of its affiliates, are flown under the livery or brand of another air carrier, and (ii) any executive officer, as of the date hereof or any date of determination, of an air carrier (other than United and its successors and any Subsidiary thereof), the consolidated annual revenues of which for the most recently completed fiscal year for which audited financial statements are available are in excess of the Revenue Threshold as of the date of determination and (iii) any entity in which such current executive officer is an officer or significant shareholder.

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Prohibited Transfer – is defined in Section 5.4.

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Reasonable Operating Constraints and Conditions – means the operating constraints and conditions for the operation of Scheduled Flights set forth in Schedule 6.

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Regional Adjustment Quotient – is defined in Section 3.2(a)(i)(A).

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Regional Airline Services – means the provisioning by Contractor to United of Scheduled Flights and all other flights contemplated in this Agreement, including, ground returns (completed and uncompleted), air returns (completed and uncompleted), permitted ferry and maintenance flights, and delayed flights (including Excess Delayed Flights), in each case, using the Covered Aircraft.

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Exhibit A-10

Execution Version

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Release – is defined in Section 10.1(b)(v)(A).

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Removed Covered Aircraft – is defined in Section 2.4(c).

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Revenue Onboard– means one revenue-generating passenger on one flight segment, regardless of whether such flight segment is all or part of such passenger’s entire one-way flight itinerary.

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Revenue Threshold – [***].

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RPM – means revenue passenger miles.

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Scheduled ASMs – means, for any period of calculation, the available seat miles for all Scheduled Flights during such period of calculation.

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Scheduled Delivery Date – is defined in Schedule 1. Scheduled Exit Date – is defined in Schedule 1.

Scheduled Flight – means a flight as determined by United pursuant to Section 2.1(c) (including all Charter Flights).

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Scheduled Utilization – is defined in Section 3.3(b).

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Seasonality Adjustment Factor – is defined in Section 3.2(a)(iii). Sequestration Delay – is defined in Section 9.1(j). Semi-Annual Period – is defined in Section 3.3(b). Spare Aircraft – is defined in Section 2.1(d). Subsidiary – means, as to any Person, (a) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time, any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries and (b) any partnership, association, joint venture, limited liability company, joint stock company or any other form of business or professional entity, in which such Person directly or indirectly through Subsidiaries has more than 50% equity interest at any time.

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System Flight Disruption – means the failure by Contractor to complete [***].

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Term – has the meaning set forth in Section 8.1, as earlier terminated pursuant to Section 8.2, if applicable, and any Wind-Down Period.

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Terminal Facilities – means (i) all Passenger-Related Terminal Facilities and (ii) all other terminal facilities and spaces leased, subleased or otherwise retained or used by a party at an

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Exhibit A-11

Execution Version

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Applicable Airport, including without limitation all baggage makeup areas, inbound baggage areas, crew rooms, line maintenance at terminal facilities and station and crew management office space at terminal facilities, but specifically excluding corporate management space and crew training facilities (including crew training management facilities), and in each case subject to United’s space standards.

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Termination Date – means the date of early termination of this Agreement, as provided in a notice delivered from one party to the others pursuant to Section 8.2, or, if no such early termination shall have occurred, the date of the end of the Term.

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Transfer – is defined in Section 4.10(a)(v).

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TSA – means the United States Transportation Security Administration. UA/CO/ExpressJet CPA – is defined in Section 10.4(i).

UCH – means United Continental Holdings, Inc., a Delaware corporation, and its successors and permitted assigns.

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Uncontrollable Cancellation – means:

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in each case of (i) and (ii) above, as coded on United’s operations reports in accordance with United’s standard coding policies consistently applied to all domestic operations of United and its related United Express operators; it being further understood and agreed that, if United’s operations or other United Express Operations are subject to the same circumstances giving rise to such Scheduled Flight cancellation, and such United or other United Express flights are not canceled as a result, then such Scheduled Flight cancellation shall not be an Uncontrollable Cancellation.

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United – means United Airlines, Inc., a Delaware corporation and subsidiary of UCH, and its successors and permitted assigns.

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United Cancelled Flights – is defined in Section 2.1(c).

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United Cargo Program – means United’s “QuickPak” and “Petsafe” programs and/or any additional or replacement cargo program implemented by United from time to time, pursuant to which: (i) Contractor shall accept for carriage all baggage and shipments, whether from the ticket counter or cargo facility, that are permitted under United’s DOT and FAA approved Dangerous

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Exhibit A-12

Execution Version

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Goods (“DG”) management program, (ii) Contractor shall have access to United’s required training records and DG procedures and/or forms as necessary to permit Contractor to integrate such procedures into its existing flight crew training and acceptance procedures, (iii) Contractor shall accept and maintain compliance with United’s Hazardous Training Program for Scheduled Flights, and any training in connection therewith may be utilized to meet Contractor’s requirements under 14 CFR 121.1001-1007, Subpart Z and (iv) Contractor shall be permitted to transport its aircraft parts which are shipped as Company Material (COMAT) on Scheduled Flights, which shipments shall be tendered and/or accepted for shipment only by United’s employees or agents who have satisfactorily completed United’s required DG training and are authorized to perform such tendering and/or acceptance functions.

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United Express Best Practice Operating Performance – means, with respect to any Operating Performance Measure for any period, the simple arithmetic average of [***].

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United Express Operations – means, with respect to any contractor or service provider, all of the flights and other related operations of such contractor or service provider performed under the livery and/or the brand of “United Express.”

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United Marks – is defined in Exhibit E.

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[***]

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Utilization Adjustment – is defined in Section 3.3(b).

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Weather and ATC Delay – means a delay of a Scheduled Flight as a result of weather or air traffic control as coded on United’s operations reports in accordance with United’s standard coding policies consistently applied to all domestic operations of United and its related United Express operators.

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Wind-Down Period – means the period after the Termination Date and until the time when the last Covered Aircraft has been withdrawn from the capacity purchase provisions of this Agreement.

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Wind-Down Schedule – means the schedule, determined as provided in Article VIII of this Agreement, for Covered Aircraft to be withdrawn from the capacity purchase provisions of this Agreement.

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Exhibit A-13

Execution Version

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EXHIBIT B

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Terms of Codeshare Arrangements

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1.Contractor’s use of United designated code. During the Term of the Agreement, United shall place its designator code, “UA”, on all Scheduled Flights operated by Contractor. United may suspend the display of its code on flights operated by Contractor if Contractor is in breach of any of its safety-related obligations, or material breach of any of its operational obligations, under the Agreement during the period that such breach continues. All Contractor operated flights that display the United designated code are referred to herein as “UA* Flights”.

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(a)All UA* Flights will be included in the schedule, availability and fare displays of all computerized reservations systems in which United and Contractor participate, the Official Airline Guide (to the extent agreed upon) and United’s and Contractor’s internal reservation systems, under the UA code, to the extent possible. United and Contractor will take the appropriate measures necessary to ensure the display of the schedules of all UA* Flights in accordance with the preceding sentence.

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(b)United and Contractor will disclose and identify the UA* Flights to the public as actually being a flight of and operated by Contractor, in at least the following ways:

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(i)a symbol will be used in timetables and computer reservation systems indicating that UA* Flights are actually operated by Contractor;

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(ii)to the extent reasonable, messages on airport flight information displays will identify Contractor as the operator of flights shown as UA* Flights;

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(iii)United and Contractor advertising concerning UA* Flights and United and Contractor reservationists will disclose Contractor as the operator of each UA* Flight; and

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(iv)in any other manner prescribed by law.

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3.Terms and Conditions of Carriage. In all cases the contract of carriage between a passenger and a carrier will be that of the carrier whose code is designated on the ticket. United and Contractor shall each cooperate with the other in the exchange of information necessary to conform each carrier’s contract of carriage to reflect service offered by the other carrier.

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Exhibit B-1

Execution Version

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4.Notification of irregularities in operations. Contractor shall promptly notify United of all irregularities involving a UA* Flight which result in any material damage to persons or property as soon as such information is available and shall furnish to United as much detail as practicable. For purposes of this section, notification shall be made as follows:

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United Airlines Dispatch

233 South Wacker Drive, 27th Floor Chicago, IL 60606

Attention: Operations Director Phone no.: (847) 700-4190

Fax no.: (872) 825-0985

Ops Spec A008

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(a)Grant of License. Subject to the terms and conditions of the Agreement, United hereby grants to Contractor a nonexclusive, nontransferable, revocable license to use the UA* designator code on all of its flights operated as a UA* Flight.

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(b)Control of UA* Flights. Subject to the terms and conditions of the Agreement, Contractor shall have sole responsibility for and control over, and United shall have no responsibility for, control over or obligations or duties with respect to, each and every aspect of Contractor’s operation of UA* Flights.

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6.Display of other codes. During the Term of the Agreement, United shall have the exclusive right to determine which other airlines (“Alliance Airlines”), if any, may place their two letter designator codes on flights operated by Contractor with Covered Aircraft and to enter into agreements with such Alliance Airlines with respect thereto. Contractor will cooperate with United and any Alliance Airlines in the formation of a code share relationship between Contractor and the Alliance Airlines and enter into reasonably acceptable agreements and make the necessary governmental filings, as requested by United, with respect thereto.

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7.Customer Commitment. During the period that United places its designator code on flights operated by Contractor, Contractor will adopt and follow plans and policies comparable (to the extent applicable and permitted by law and subject to operational constraints) to United’s Customer Commitment as presently existing and hereafter modified. Contractor acknowledges that it has received a copy of United’s presently existing Customer Commitment. United will provide Contractor with any modifications thereto promptly after they are made.

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Exhibit B-2

Execution Version

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EXHIBIT C

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Non-Revenue Pass Travel

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[***]

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Exhibit C-1

Execution Version

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EXHIBIT D

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Fuel Services

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AGREEMENT FOR FUEL SERVICES

[***]

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Exhibit D-1

Execution Version

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EXHIBIT E

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Use of United Marks and Other Identification

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Exhibit E-1

Execution Version

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changes as are requested by United to utilize the new Identification; provided that United shall either pay directly the reasonable costs of making such changes to the Identification or shall promptly reimburse Contractor for its reasonable expenses incurred in making such changes. Expenses paid to Contractor by United require advanced written approval from United.

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Exhibit E-2

Execution Version

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this Agreement is terminated for Cause pursuant to Section 8.2(a) or the first sentence of Section 8.2(b), in which case Contractor shall cease all use of the globe element of the United Marks within forty-five (45) days of the Termination Date); (ii) in the case of a termination of the license to use any other United Marks and Identification, Contractor shall cease all use of such other United Marks and Identification within forty-five (45) days of the termination of the license for such other United Marks and other Identification. Within such specified period, Contractor shall cease all use of such other United Marks and Identification, and shall change its facilities, equipment, uniforms and supplies to avoid any customer confusion or the appearance that Contractor is continuing to have an operating relationship with United, and Contractor shall not thereafter make use of any word, words, term, design, name or mark confusingly similar to the United Marks or other Identification or take actions that otherwise may infringe the United Marks and the other Identification.

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UNITED EXPRESS

UNITED EXPRESS’S LOGO (DESIGN) IN COLOR

UNITED EXPRESS’S LOGO (DESIGN) IN BLACK AND WHITE

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All aircraft delivered per Schedule 1 shall be delivered in United livery as of the Actual Delivery Date. If Contractor does not deliver aircraft in United livery on the Actual Delivery Date, then Contractor agrees to backfill the aircraft and its associated lines of flying at no additional cost to United while the scheduled aircraft is being painted. For avoidance of doubt United will incur no additional ownership and United will not reduce lines of flying to accommodate paint.

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Exhibit E-3

Execution Version

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Exhibit E-4

Execution Version

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EXHIBIT F

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Use of Contractor Marks

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Exhibit F-1

Execution Version

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