THIRD AMENDMENT TO REPUBLIC JET SERVICE AGREEMENT BETWEEN US AIRWAYS, INC. AND REPUBLIC AIRLINE, INC.
Exhibit
10.52(d)
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CONFIDENTIAL
TREATMENT
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REQUESTED
PURSUANT TO RULE 24b-2
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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.
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REPUBLIC
JET SERVICE AGREEMENT
BETWEEN
US
AIRWAYS, INC.
AND
REPUBLIC
AIRLINE, INC.
This
Third Amendment (this “Third Amendment”) to the Republic Jet Service Agreement
between US Airways, Inc. (“US Airways”) and Republic Airlines, Inc. (“Republic”)
dated as of September 2, 2005, as the same has been amended (the “Agreement”) is
made and entered into as of this 19th day of December, 2006 (the “Effective
Date”).
WHEREAS,
US
Airways and Republic have entered into the Agreement; and
WHEREAS,
US
Airways and Republic wish to amend certain provisions of the Agreement on the
terms and conditions set forth herein; and
NOW
THEREFORE,
for and
in consideration of the foregoing premises and the mutual covenants and
obligations hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which is acknowledged, US Airways
and Republic hereby agree as follows:
1. Certain
Definitions.
All
capitalized terms used but not defined herein shall have the meanings set forth
in the Agreement. In addition, the following terms shall have the meanings
set
forth below:
“Swapped
Aircraft” - shall mean up to [*]
ex-MidAtlantic Embraer 170 aircraft as designated on Annex A which shall be
removed from Republic’s fleet, to be replaced with an equal number of Embraer
175 aircraft (defined below).
“EMB
175s” - shall mean up to [*] Embraer [*] single class 175 aircraft as designated
on Annex A. Upon any EMB 175 being made available for service under the
Agreement pursuant to Section 2, it shall be deemed included in the definition
of “Aircraft” set forth in Section 2.1 of the Agreement.
2. Swapping
of Aircraft.
The
parties acknowledge and agree that any or all of the Swapped Aircraft may be
removed from service under the Agreement, one aircraft at a time with at least
[*] days prior notice, over an [*]month period, beginning on the Effective
Date.
As any such Swapped Aircraft is so removed from service under the Agreement,
an
EMB 175 will immediately be available for service thereunder so there will
be no
service gaps. [*]
payment
of all other sums will be due under Article 5 for each EMB 175 on the same
basis
as for the New Aircraft and shall commence on the date each EMB 175 is first
placed into Service.
3.
Certain
Provisions of the Republic Agreement.
The
following provisions of the Republic Agreement, as amended, shall apply to
the
EMB 175s mutatis mutandis: Article 1 (Compliance with Regulations); Article
2
(Air Transportation Services to be Provided by Republic), excluding Section
2.14; Article 3 (Operation Under the “US Airways Express” Name); Article 4 (US
Airways’ Support Services and Facilities); Sections 5.1 through 5.7 of Article 5
(Purchase of Available Seat Miles (“ASMs”); Article 6 (Liability,
Indemnification and Insurance); Article 7 (Term and Termination), including
Section 7.1(b)(i); Article 8 (Performance Adjustments); Article 9 (Service
Marks
License For Services Provided Pursuant to this Agreement); Article 10 (Force
Majeure); Article 11 (Notices); Article 12 (Miscellaneous), Article 13
(Confidentiality); Article 14 (Dispute Resolution); Exhibit 2.2 (Schedule
Requirements); Exhibit 5.1 (Pricing Model) and Exhibit 5.1(a).
4.
[*]
[*]
5. Conflict
or Inconsistency.
In the
event of any conflict or inconsistency between the terms and provisions
contained in the Agreement and the terms and provisions contained in this Third
Amendment, the terms and provisions of this Third Amendment shall govern and
prevail to the extent necessary to resolve such conflict or inconsistency.
All
other terms and provisions as set forth in the Agreement, including but not
limited to Section 2.10 “Jets for Jobs”, shall remain in full force and effect
and Republic will remain in compliance with all such other terms and provisions.
Upon its execution by the parties, this Third Amendment together with the
Agreement, will be the complete and binding understanding of the parties with
respect to the subject matter hereof.
6.
Counterparts;
Facsimile.
This
Third Amendment may be executed simultaneously in two or more counterparts,
each
of which shall be deemed an original and all of which together shall constitute
but one and the same instrument. This Third Amendment may be transmitted by
telefax copier and the parties agree that their signature transmitted by telefax
will constitute a duly executed counterpart of the Third Amendment enforceable
against the executing party.
(signature page follows)
____________
*Confidential
IN
WITNESS WHEREOF,
US
Airways and Republic have caused this Third 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 X. Xxxxxxx | /s/ Xxxxx Xxxxx | ||
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Name:
/Xxxxx
Xxxxxxx Title: President |
Name:
Xxxxx
Xxxxx Title: President |
ANNEX
A
[*] | [*] | [*] | [*] |
[*] | [*] | [*] | [*] |
[*] | [*] | [*] | [*] |
[*] | [*] | [*] | [*] |
[*] | [*] | [*] | [*] |
[*] | [*] | [*] | [*] |
[*] | [*] | [*] | [*] |
[*] | [*] | [*] | [*] |
[*] | [*] | [*] | [*] |
[*] | [*] | [*] | [*] |
[*] | [*] | [*] | [*] |
[*] ____________
* Confidential
* Confidential