AMENDMENT NO. 2 TO AIRLINE SERVICES AGREEMENT
EXHIBIT
10.62(e)
CONFIDENTIAL
TREATMENT
REQUESTED
PURSUANT TO RULE 24b-2
Certain
portions of this exhibit have been omitted pursuant to a request for
confidential treatment under Rule 24b-2 of the Securities Exchange Act of
1934. The omitted materials have been filed separately with the
Securities and Exchange Commission.
EXECUTION
VERSION
AMENDMENT
NO. 2 TO AIRLINE SERVICES AGREEMENT
This Amendment No. 2, dated as of June
3, 2009 (this “Amendment”),
to the Airline Services Agreement dated as of September 3, 2008 (the “Agreement”)
is among Midwest Airlines, Inc. (“Midwest”),
Republic Airline, Inc. (“RAI”),
Midwest Air Group, Inc. (“Midwest
Holdings”) and Republic Airways Holdings Inc. (“RAI
Holdings”).
WHEREAS, Midwest, RAI, Midwest Holdings
and RAI Holdings are parties to the Agreement; and
WHEREAS, the parties desire to amend
the Agreement to include seven Embraer ERJ 135LR and five Embraer ERJ 145
aircraft as Covered Aircraft to be operated by RAI pursuant to the terms of the
Agreement;
NOW, THEREFORE, for and in
consideration of the mutual undertakings set forth herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Midwest, RAI, Midwest Holdings and RAI Holdings hereby agree as
follows:
1. Defined
Terms. All capitalized terms used herein shall have the
meanings given to such terms in the Agreement.
2. Amendments.
The
Agreement is hereby amended as follows:
(a) Exhibit
B of the Agreement shall be deleted and replaced with Exhibits B-1 and B-2 in
Schedule 1 hereto.
(b) Appendix
1 to Exhibit D of the Agreement shall be deleted and replaced with Schedule 2
hereto.
3. Condition
Precedent. This Amendment shall become effective only upon the
execution and delivery of this Amendment by each of the parties
hereto.
4. Miscellaneous.
(a) This
Amendment shall be governed by the law of the State of New York (including
without limitation Section 5-1401 of the New York General Obligations
Law).
(b) This
Amendment may be executed in separate counterparts by the parties hereto, and
each counterpart shall when executed and delivered be an original document, but
all counterparts shall together constitute one and the same
instrument.
(c) Except
as otherwise amended by this Amendment, the Agreement shall remain in full force
and effect.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to Airline
Services Agreement to be duly executed and delivered as of the date and year
first written above.
| MIDWEST AIRLINES, INC. | REPUBLIC AIRLINE INC. | ||||
| By |
/s/
Xxxxxxxxxxx X. Xxxxxxxxx
|
By |
/s/
Xxxxxx X. Xxxxxx
|
||
|
Xxxxxxxxxxx
X. Xxxxxxxxx, Vice President and Controller
|
Xxxxxx
X. Xxxxxx, Executive Vice President and Chief Financial
Officer
|
||||
|
|
| MIDWEST AIR GROUP, INC. | REPUBLIC AIRWAYS HOLDINGS INC. | ||||
| By |
/s/
Xxxxxxxxxxx X. Xxxxxxxxx
|
By |
/s/
Xxxxxx X. Xxxxxx
|
||
|
Xxxxxxxxxxx
X. Xxxxxxxxx, Vice President and Controller
|
Xxxxxx
X. Xxxxxx, Executive Vice President and Chief Financial
Officer
|
||||
|
|
SCHEDULE
1
EXHIBIT
B-1
Covered
Aircraft & In-Service Schedule (EMB 170 and EMB 190)
|
Number
|
Aircraft
Type
|
Scheduled
In-Service Day
|
|
1.
|
EMB
170
|
[*]
|
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2.
|
EMB
170
|
[*]
|
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3.
|
EMB
170
|
[*]
|
|
4.
|
EMB
170
|
[*]
|
|
5.
|
EMB
170
|
[*]
|
|
6.
|
EMB
170
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[*]
|
|
7.*
|
EMB
170
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[*]
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8.
|
EMB
170
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[*]
|
|
9.
|
EMB
170
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[*]
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10.
|
EMB
170
|
[*]
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11.
|
EMB
170
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[*]
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12.
|
EMB
170
|
[*]
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13.
|
EMB
190
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[*]
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14.
|
EMB
190
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[*]
|
*Aircraft
number 7 in Exhibit B-1 shall be a Spare Aircraft
EXHIBIT
B-2
Covered
Aircraft & In-Service Schedule (ERJ 135 AND ERJ 145)
|
Number
|
Aircraft
Type
|
Scheduled
In-Service Day
|
|
1.
|
XXX
000
|
[*]
|
|
2.
|
XXX
000
|
[*]
|
|
3.
|
XXX
000
|
[*]
|
|
4.
|
XXX
000
|
[*]
|
|
5.
|
XXX
000
|
[*]
|
|
6.
|
XXX
000
|
[*]
|
|
7.**
|
XXX
000
|
[*]
|
|
8.
|
ERJ
145
|
[*]
|
|
9.
|
XXX
000
|
[*]
|
|
10.
|
ERJ
145
|
[*]
|
|
11.
|
XXX
000
|
[*]
|
|
12.
|
ERJ
145
|
January
1, 2010
|
**Aircraft
number 7 in Exhibit B-2 shall be a Spare Aircraft
*Confidential
SCHEDULE
2
|
Base
Compensation Rates for EMB Aircraft
|
||||||||
|
COST
|
SUBJECT
|
UNIT
OF
|
E135
|
E145
|
E170
|
E190
|
PERIODIC
|
|
|
ELEMENT
|
TO
ESCALATION
|
MEASURE
|
RATE*
|
RATE*
|
RATE*
|
ADJUSTMENT
|
||
|
FIXED
COSTS:
|
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VARIABLE
COSTS:
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$5.00
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NO
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PASS-THRU
COSTS:
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Costs and
Rates applicable to training flights operated by EMB 170 aircraft per Section
8.02(d)(ii).
*Confidential
|
COST
|
SUBJECT
|
UNIT
OF
|
PERIODIC
|
||
|
ELEMENT
|
TO
ESCALATION
|
MEASURE
|
RATE*
|
ADJUSTMENT
|
|
|
FIXED
COSTS:
|
|||||
|
[*]
|
[*]
|
[*]
|
[*]
|
[*]
|
|
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VARIABLE
COSTS:
|
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[*]
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* Costs
expressed in January 2009 economics
*Confidential
