Aircraft Policy. Except as expressly provided for herein, the Parties are subject to and bound by the terms and conditions set forth in Lessor’s Aircraft Policy (the “Policy”).

Aircraft Use. From and after the date hereof, you shall not be entitled to any personal use of corporate aircraft (or reimbursement of any personal flights), except for the four flights previously authorized by the Compensation Committee of the Board of Directors of Parent (to the extent not taken before the date of this letter agreement).

Remaining Aircraft. The withdrawal of any Aircraft pursuant to this Nineteenth Amendment will not modify in any way either Party’s obligations with respect to the expiration of the Code Share Agreement as to the remaining Aircraft, including without limitation the timing of such expiration(s). This Section 8 will survive the expiration of this Nineteenth Amendment.

Aircraft Credits. With respect to each month during the Credit Period, American shall be entitled to a credit (each, a “Aircraft Credit”) in an amount ​ to # the amount set forth in the “Aircraft Credit Amount” column of the table below that corresponds to the Utilization for the applicable month, ​ by # the daily average during such month of # total Aircraft ​ # Spare Aircraft.

Spare Aircraft. Contractor shall at all times have available for the operation of Scheduled Flights or any charter flights pursuant to [Section 3.01(c)] additional CRJ-900 aircraft, in the amount set forth in this [Section 3.02(a)], which aircraft shall be a substitute, when necessary or required, for any other Covered Aircraft in the event of any operational issues or daily Line Maintenance requirements for any other Covered Aircraft (the “Spare Aircraft”). The number of Spare Aircraft to be designated to provide Scheduled Flights shall be a ratio of ​ Spare Aircraft for every ​ Covered Aircraft, but excluding from the calculation of such ratio any Spare Aircraft then providing Scheduled Flights (i.e., the Covered Aircraft immediately following the ​ Covered Aircraft, as set forth on [Schedule 1], will be designated as Spare Aircraft). If the number of Covered Aircraft (excluding any Spare Aircraft) is not a multiple of ​, then American may determine in its reasonable discretion whether any additional Spare Aircraft shall be made available by Contractor; provided, however, that the Parties agree that

Substitute Aircraft. Without limiting Contractor’s obligation to provide Spare Aircraft, in the event that a Covered Aircraft is not available for Regional Airline Services as a direct result of mechanical or service-related issues, Contractor may, upon prior Consent from American, temporarily substitute up to ​ such Covered Aircraft with up to ​ CRJ-900 aircraft (each a “Substitute Aircraft”). To request American’s prior Consent to any Substitute Aircraft, Contractor shall deliver a Notice to American that states the tail number of the Covered Aircraft to be substituted, the serial numbers of the Engines related thereto and the mechanical or service-related issue resulting in the requested substitution. American shall be under no obligation to Consent to such request for a Substitute Aircraft. Criteria that American may consider when determining whether to provide its Consent to a Substitute Aircraft may include the following (all as determined by American in its sole discretion): # no interruption of Regional Airline Services shall result from the substitution of such Substitute Aircraft; # the Substitute Aircraft shall be of equal or superior performance capability and characteristics as the Covered Aircraft being substituted (prior to the substituted Covered Aircraft’s mechanical or service-related issue); # ​ # the Substitute Aircraft shall be in the same seat configuration as the Covered Aircraft being substituted; and # the Substitute Aircraft shall otherwise meet the requirements of this Agreement. Upon American’s Consent to such Substitute Aircraft, the terms and conditions of this Agreement applicable to the Covered Aircraft being substituted shall apply and be in full force and effect with respect to such Substitute Aircraft, and such Substitute Aircraft shall be deemed a Covered Aircraft at all times while providing Regional Airline Services. If the mechanical or service-related issue giving rise to such substitution is resolved, such Substitute Aircraft shall cease providing Regional Airline Services (once the Covered Aircraft being substituted recommences providing Regional Airline Services). ​

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.

The parties may agree at any time and from time to time during the Term to amend [Schedule 1] to increase the number of Covered Aircraft as a result of United’s decision to award or induct new aircraft into the fleet (any such additional aircraft, the “New Aircraft”) utilized by Contractor for Regional Airline Services; provided that the following provisions shall apply, except as otherwise mutually agreed at the time of such additional of New Aircraft:

Aircraft Livery. The aircraft livery shall be as follows, unless otherwise directed by United: The colors blue, gray, white and gold are used on the aircraft. The color white appears on the top approximate 2/3 of the body of the aircraft; the color gray appears below the color white on the remainder of the bottom portion of the body of the aircraft; the color gold is used as a stripe or band dividing the white and gray colors. The tail of the aircraft is primarily blue with the globe logo design in a gold and white combination and the trade name is written in blue on the white portion of the body of the aircraft. Interior décor shall be as directed by United. There shall be no Contractor Marks displayed on the aircraft exterior or in the aircraft interior, including without limitation any marks on any backwall or cabin separator.

Lease of Aircraft. Pursuant to and in accordance with the provisions of FAR [Section 91.501(c)(l)], Lessor hereby agrees to lease the Aircraft from time to time to Lessee, as the case may be, on a time sharing, non-continuous and non-exclusive basis, and Lessee hereby agrees to lease the Aircraft from time to time from Lessor on a time sharing, non-continuous and non-exclusive basis, during the Term (as defined in Article 2) and subject to the terms and conditions herein contained.