AMENDMENT NUMBER ONE TO REPUBLIC JET SERVICE AGREEMENT
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.
AMENDMENT
NUMBER ONE TO
This
Amendment Number One (this "First Amendment"), made and entered September 21,
2005, to the Republic Jet Service Agreement made and entered September 2, 2005
(the “Agreement”), is by and between US Airways, Inc. (herein referred to as “US
Airways”), a Delaware corporation having its principal place of business at 0000
Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, and Republic Airline Inc. (herein
referred to as “Republic”), an Indiana corporation, having a principal place of
business at 0000 Xxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxx 00000 (each
of US
Airways and Republic, a “Party” and collectively, the “Parties”).
WHEREAS,
US
Airways and Republic are parties to the Agreement; and
WHEREAS,
the
Parties desire to amend the Agreement;
NOW,
THEREFORE,
for and
in consideration of the foregoing premises and the mutual covenants and
obligations hereinafter set forth, the Parties hereby agree as
follows:
1. All
terms
capitalized used, but not defined, herein shall have the meaning ascribed to
such terms in the Agreement.
2. The
Agreement shall be amended by deleting clauses (ii) and (iii) of the
seventh WHEREAS clause of the Agreement and replacing them with the
following:
(ii) to
sell to a subsidiary of RJET and lease back on an interim basis 10 EMB 170
aircraft owned by US Airways (excluding any such aircraft not purchased by
Republic pursuant to the Global Aircraft Transaction Agreement, dated as of
September 21, 2005, between US Airways and RJET (the “GATA”), the “Owned
Aircraft”); (iii) to assign to a subsidiary of RJET the leases to 15 EMB
170 aircraft that are leased by US Airways (excluding any such aircraft as
to
which the relevant lease is not assigned to a subsidiary of RJET pursuant to
the
GATA, the “Leased Aircraft”).
3. The
Agreement shall be amended by adding a new Section 2.15 as follows:
Section
2.15 - Penalties for In Service Date Delays.
(a)
Subject
to the provisions of subsections (b) and (c) hereof, if by [*]
Republic
has not successfully transitioned each of the Owned Aircraft and the Leased
Aircraft so that each such aircraft is subject to this Agreement, Republic
shall
be liable for penalties (“In Service Delay Penalties”) to be paid to US Airways
as forth herein. The In Service Delay Penalties for any month shall be credited
against the Estimated Monthly Compensation payable by US Airways to Republic
for
the following month. The In Service Delay Penalties shall be calculated as
follows:
(i) for
each
month during the period [*]
through
[*]:
(A) if
[*]
(the
“[*]
Requirement”), an amount calculated as follows: [*].
By way
of example, if the [*]
Requirement is satisfied and 2 such aircraft are not subject to this Agreement
for the month of [*],
the In
Service Delay Penalty would be [*];
(B) if
the
[*]
Requirement is not satisfied, an amount calculated as follows: [*].
By way
of example, if the [*]
Requirement is not satisfied and 2 such aircraft are not subject to this
Agreement for the month of [*],
the In
Service Delay Penalty would be [*];
(ii) for
each
month during the period [*]
through
[*],
an
amount calculated as follows: [*].
By way
of example, if 2 such aircraft are not subject to this Agreement for the month
of [*],
the In
Service Delay Penalty would be [*];
(iii) for
each
month beginning on or after [*],
an
amount calculated as follows: [*].
By way
of example, if 2 such aircraft are not subject to this Agreement for the month
of [*],
the In
Service Delay Penalty would be [*].
(b) In
the
event any Owned Aircraft or Leased Aircraft is not subject to this Agreement
for
a period beginning on [*]
that is
less than a full calendar month, the In Service Delay Penalty for such aircraft
will be prorated by the number of calendar days in such month that such aircraft
was not subject to this Agreement divided by the number of calendar days in
such
month.
(c) Any
delay
in an Owned Aircraft or Leased Aircraft becoming subject to this Agreement
that
is due to events beyond the control of Republic, including without limitation,
a
Force Majeure Event or the unavailability of a flight simulator or other
facilities or equipment necessary for flight crew training, shall not be counted
with respect to the calculation of the In Service Delay Penalties and the dates
and time periods referred to in subsection (a) hereof shall be extended by
the
amount of time attributable to any such excusable delay.
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*
Confidential
4. In
the
event that Republic operates an EMB-170/-190 heavy overhaul maintenance facility
or other maintenance facility in a location in the state of Alabama (the
“Alabama Facility”) under the terms of the letter agreement dated September 21,
0000, xxxxxxx xxxxx XX Xxxxxxx, Xxxxxxxx and The Retirement Systems of Alabama,
or any successor letter agreement or amendment thereto, Sections 3, 4 and 7
of
Exhibit 2.2 of the Agreement shall be amended by deleting such Sections and
replacing them with the following:
3.
Maintenance
Base Operations
[*]
4. Maintenance
Base
[*]
7. Hub
Arrivals/Departures
[*]
5. The
second Section 7 of Exhibit 2.2 of the Agreement with the heading “Consent to
Schedule Changes” shall be renumbered Section 8.
6. Miscellaneous.
(a) This
First Amendment constitutes the entire understanding of the Parties with respect
to the subject matter hereof, and any other prior or contemporaneous agreements,
whether written or oral, are expressly superseded hereby.
(b) This
First Amendment may be executed in any number of counterparts (including via
facsimile), each of which shall be deemed an original and all of which, taken
together, shall constitute one and the same instrument.
(c) Except
as
specifically stated herein, all other terms and conditions of the Agreement
shall remain in full force and effect.
_____
*
Confidential
-2-
IN
WITNESS WHEREOF, US
Airways and Republic have caused this First Amendment to be executed by their
duly authorized representatives on the day and year first above
written.
REPUBLIC
AIRLINE INC. US
AIRWAYS, INC.
| /s/ Xxxxx Xxxxxxx | /s/ Xxxxxx Xxxxxxx | ||
|
|
|
||
| By: Xxxxx
Xxxxxxx Title: Chief Executive Officer |
By: Xxxxxx
Xxxxxxx
Title: SVP
Planning
|
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/
