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Exhibit 10.27.15

CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL.

SEVENTEENTH AMENDMENT TO UNITED EXPRESS AGREEMENT

This Seventeenth Amendment to the United Express Agreement (the “Amendment”) is dated as of December 30th, 2020 (the “Amendment Effective Date”), by and among UNITED AIRLINES, INC., a Delaware corporation, with its corporate offices located at 233 S. Wacker Drive, Chicago, IL 60606 (“United”), REPUBLIC AIRWAYS INC. (f/k/a REPUBLIC AIRLINE INC.), an Indiana corporation, with its corporate offices at 8909 Purdue Road, Suite 300, Indianapolis, IN 46268 (“Republic Airways”), and SHUTTLE AMERICA CORPORATION, formerly an Indiana corporation which merged into Republic Airways Inc. effective January 31, 2017 (“Contractor and, together with United and Republic Airways, the “parties”).

WHEREAS, the parties previously entered into that certain United Express Agreement dated as of December 28th, 2006, United Contract # 172884 (together with all prior amendments thereto, the “Agreement”) (the parties acknowledge that amendments 2, 3 and 9 are intentionally omitted);

WHEREAS, pursuant to Article XXXI of the Agreement, the parties may modify or amend the Agreement;

WHEREAS, the parties desire to further amend the Agreement in accordance with the terms and conditions of this Amendment; and

NOW THEREFORE, for good and valuable consideration, the receipt, sufficiency, and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

 

I.

DEFINITIONS

Capitalized terms used in this Amendment and not otherwise defined in this Amendment shall have the meanings assigned to them in the Agreement or other written agreements by and between the parties as noted.

 

II.

SCOPE, TERM, and CONDITIONS

 

A.

Effective as of October 1, 2020, Paragraph 7 of Section VIII.C (Early Brake Release) of the Agreement shall be amended and restated in its entirety as follows:

“7. Early Brake Release (EBR)

United shall gather all Aircraft Communication and Reporting System (ACARS) data for each individual ERJ-170 aircraft and ERJ-175 aircraft operated by Contractor for United under the Agreement that has had its Airline Modifiable Interface (AMI) modified to


capture such information relating to the measurement of the time periods elapsed (any such elapsed period, an “EBR Period”) between aircraft brake release and aircraft wheel movement for departures of all scheduled flights for ERJ-170 aircraft and ERJ-175 aircraft as measured by ACARS included on all in-service ERJ-170 aircraft and ERJ-175 aircraft. Contractor shall use commercially reasonable efforts to obtain as expeditiously as practicable a modification to the AMI for each individual ERJ-170 aircraft and ERJ-175 aircraft.

[***]”

 

B.

Effective as of [***], [***] shall be deleted in its entirety.

 

C.

Effective as of [***], [***] shall be deleted in its entirety.

 

D.

In the event Contractor [***].

 

E.

Solely with respect to the period commencing [***]

 

F.

[***]

 

III.

MISCELLANEOUS.

Except as otherwise amended herein, the Agreement will remain in full force and effect. The terms of this Amendment are deemed to be incorporated in, and made a part of, the Agreement, and the Agreement and this Amendment shall constitute a single integrated agreement. This Amendment may be executed in any number of counterparts, by original or facsimile signature, each of which when executed and delivered shall be deemed an original and such counterparts together shall constitute one and the same instrument.

[Signature page follows]

 

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IN WITNESS WHEREOF, the parties hereto have by their duly authorized officers caused this Amendment to be entered into and signed as of the date first written above.

 

UNITED AIRLINES, INC.

 

    Republic Airways Holdings Inc. consents to the foregoing Amendment and agrees that its guaranty of the Agreement shall apply to the Agreement (as amended by this Amendment) and all New Aircraft Leases. Republic Airways Holdings Inc. also reconfirms its guaranty of the Operative Agreements (as defined in the Credit Agreement).
By:   /s/ Gerry Laderman  

Name: Gerry Laderman

 

Title: EVP and Chief Financial Officer

 
    REPUBLIC AIRWAYS HOLDINGS INC.
    By:   /s/ Joseph P. Allman
    Name: Joseph P. Allman
    Title: SVP and CFO

 

REPUBLIC AIRWAYS INC.

By:  

/s/ Joseph P. Allman

Name: Joseph P. Allman

Title: SVP and CFO