Exhibit 10.7(a)
FIRST AMENDMENT
This First Amendment is entered and made as of September 6, 2000 (the
"Amendment") as an amendment to the ChautauquaJet Service Agreement dated as of
March 19, 1999, by and between US Airways, Inc. ("US Airways") and CHAUTAUQUA
AIRLINES, INC. ("Chautauqua") (the "Agreement").
WITNESSETH:
WHEREAS, US Airways and Chautauqua have entered into the Agreement; and
WHEREAS, US Airways and Chautauqua desire to amend certain provisions of the
Agreement;
NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter
set forth and for good and valuable consideration, the receipt and sufficiency
of which is acknowledged, US Airways and Chautauqua hereby agree as follows:
1. Section 2.1 is hereby amended by deleting [*] in the fifth line and
replacing it with, [*] which have an engine performance rating at least as
good as the rating provided by the Rolls Royce engine with an AIP rating.
Chautauqua represents that all aircraft delivered after [*] shall be
configured with the AIP performance rating, subject to FAA certification, and
that Chautauqua shall use its best efforts to retro-fit the existing US
Airways ERJ Fleet with the AIP performance modification in a timely manner.
2. Exhibit 2.1 of the Agreement is hereby deleted in its entirety and
replaced with Exhibit 2.
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3. A new Section 2.9 is hereby added to the Agreement for a "Spare
Aircraft", aircraft number 16.
"The [*] Aircraft will be [*]. For the purposes of calculating the
payment to Chautauqua as described in Section 5 of the Agreement, [*] For the
purposes of calculating the schedule requirements as described in Exhibit
2.1(a) of the Agreement, the [*] will not be included."
4. Exhibit 5.1 is hereby deleted in its entirety and replaced with Exhibit
5.1 attached hereto as of the monthly billing period beginning when the eleventh
(11th) Aircraft is placed into service. Further, in lieu of payment for
Hull Insurance and Passenger Liability Insurance as specified in the Pricing
Model, US Airways reserves the right to provide Hull Insurance and Passenger
Liability Insurance at the levels specified in the Section 6 of the Agreement or
at mutually agreed levels.
5. Section 7.1 of the Agreement is hereby deleted in its entirety and the
following is substituted in lieu thereof:
"7.1 This Agreement is effective as of [*] and Services provided
hereunder will continue, without interruption, for a period of [*] from the
in-service date of the [*], unless it is terminated on an earlier date
pursuant to the provisions of this Article 7 of the Agreement. US Airways
will have the right to extend the term of this Agreement [*] upon [*] notice
prior to the end of the initial term.
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6. Effective as of July 2000 Article 8 of the Agreement is hereby
deleted in its entirety and the following is substituted in lieu thereof
except for the period [*] where Chautauqua has the option, upon its
notification of US Airways within [*] business days after the calculations
have been completed, of continuing Article 8 as originally specified in the
Agreement:
"ARTICLE 8 PERFORMANCE PLAN
SECTION 8.1 PERFORMANCE PLAN METRICS
Chautauqua's operating performance will be tracked by US Airways each month
based upon the following metrics:
[*]
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SECTION 8.2 [*]
a) After the end of each month when the measurement data has become available,
US Airways will compute the measurements included in Section 8.1 and provide a
summary statement showing the operating performance of Chautauqua in the
preceding month. US Airways, in consultation with Chautauqua, will also compute
[*]
[*] Payment Schedule:
[*]
b) The table of [*] set forth below and as adjusted per Section 8.3 will meet
the criteria described below:
i) The upper and lower bounds of each classification are directly or
indirectly related to the Midpoint of the [*] classification.
ii) The upper bound and lower bound of the [*] classification is fixed
amount from the Midpoint as shown in the [*] table
below subject to the minimums described in Section 8.3
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iii) The upper bound of the [*] classification is set below the lower
bound of the [*] classification by amount equal to the smallest
measurement fraction subject to the minimums as shown in the
[*] table below.
iv) The lower bound of the [*] classification is set above the upper
bound of the [*] classification by amount equal to the smallest
measurement fraction.
v) The upper bound of the [*] classification is set at an amount shown
in the [*] table below.
vi) The lower bound of the [*] classification is set above the
upper bound of the [*] by an amount equal to the smallest
measurement fraction.
[*] Standards:
[*]
The [*] after adjustments are subject to the following limits.
[*]
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SECTION 8.3 [*] ADJUSTMENT
[*]
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[*]
[*]
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EXAMPLE OF THE [*] PROCESS
If actual [*] was:
[*]
then the New [*] would be:
[*]
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SECTION 8.4 [*]
Any disputes between US Airways and Chautauqua arising as a result of the
[*] will be resolved in accordance with the dispute resolution
procedures set forth in Article 15.
7. [*]
8. Article 12 Maintenance Cost Adjustment of the Agreement is hereby
deleted in its entirety.
9. A new Article 14.1 (e) is added as follows:
[*]
10. Section 7.3(c) is hereby amended by deleting "as measured in Section
8.2 of this Agreement" in the second and third lines and replacing it with
"as measured by departures within [*] of scheduled departure time based on
departures made within Aircraft turn times, but excluding departures delayed
due to operational deficiencies (including, without limitation, [*]) that
are not within the responsibility of Chautauqua".
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Except as amended hereby, the Agreement remains unchanged in all other respects.
Upon its execution, this First Amendment together with the Agreement, will be
the complete and binding understanding of the Parties with respect to the terms
and conditions of the Agreement, us amended by the terms set forth herein.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized representatives as of the day and year first above
written.
CHAUTAUQUA AIRLINES, INC. US AIRWAYS INC.
/s/ Xxxxx Xxxxxxx /s/ Xxxxxx X. Xxxxxx
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By: Xxxxx Xxxxxxx By: Xxxxxx X. Xxxxxx
Title: President Title: Vice President, US Airways
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EXHIBIT 2 IMPLEMENTATION SCHEDULE OF AIRCRAFT DEPLOYMENT
DATE OPERATIONAL AIRCRAFT
Date of Amendment [*]
December 2000 [*]
December 2000 [*]
February 2001 [*]
May 2001 [*]
August 2001 [*]
August 2001 [*]
September 2001 [*]
October 2001 [*]
November 2001 [*]
December 2001 [*]
January 2002 [*]
February 2002 [*]
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EXHIBIT 5.1 [*]
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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