FIRST AMENDMENT TO AMENDED & RESTATED CHAUTAUQUA JET SERVICE AGREEMENT BETWEEN US AIRWAYS, INC. AND CHAUTAUQUA AIRLINES, INC.
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EXHIBIT
10.3
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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 ahve been filed separately with the Securities and Exchange Commission. |
FIRST
AMENDMENT TO
AMENDED
& RESTATED
CHAUTAUQUA
JET SERVICE AGREEMENT
BETWEEN
US
AIRWAYS, INC.
AND
CHAUTAUQUA
AIRLINES, INC.
This
First Amendment (this “First Amendment”) to the Amended & Restated
Chautauqua Jet Service Agreement between US Airways, Inc. (“US Airways”) and
Chautauqua Airlines, Inc. (“Chautauqua”) dated as of April 26, 2005 (the
“Agreement”) is made and entered into as of this 21st day of July, 2006 (the
“Effective Date”).
WHEREAS,
US
Airways and Chautauqua have entered into the Agreement; and
WHEREAS,
US
Airways and Chautauqua wish to amend certain provisions of the Agreement on
the
terms and conditions set forth herein; and
WHEREAS,
US
Airways and Republic Airline, Inc. (“Republic”) are parties to that certain
Republic Jet Service Agreement between US Airways, Inc. and Republic Airline,
Inc., dated as of September 2, 2005 (the “Republic Agreement”); and
WHEREAS,
contemporaneously herewith US Airways and Republic are entering into a First
Amendment to the Republic Agreement (the “Republic Amendment”);
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 Chautauqua hereby agree as follows:
1. Defined
Terms.
All
capitalized terms used but not defined herein shall have the meanings set forth
in the Agreement.
2. Certain
Termination Rights.
The
Agreement shall be amended by deleting Sections 7.4(c), (d), (e) and (f);
deleting Section 7.4(g) in its entirety and replacing it with renumbered Section
7.4(d) as set forth below; renumbering Section 7.4(h) as Section 7.4 (e); and
adding new section 7.4(c) as follows:
“(c) Subject
to US Airways continuing to perform its obligations under the Republic
Amendment, twenty (20) Aircraft (the “Replaced Aircraft”) shall be removed from
Service hereunder as set forth on Exhibit 7.4 attached hereto.”
“(d)
Notwithstanding anything in this Section 7.4 or Schedule 7.4 to the contrary,
in
no event may US Airways terminate, in the aggregate, more than four (4) Aircraft
in any thirty (30) day period.”
3. Notices.
The
persons to receive notices on behalf of US Airways in Article 11 of the
Agreement shall be deleted and replaced with the following:
Xxxxxx
Xxxxxxx
Senior
Vice President - Planning
0000
X.
Xxx Xxxxxx Xxxxxxxxx
Xxxxxxx,
Xxxxxxx 00000
xxxxxx.xxxxxxxx@xxxxxxxxx.xxx
Telephone:
(000) 000-0000
Fax:
(000) 000-0000
with
a
copy delivered to:
Deputy
General Counsel
0000
X.
Xxx Xxxxxx Xxxxxxxxx
Xxxxxxx,
Xxxxxxx 00000
Fax:
(000) 000-0000
Except
as
amended hereby, the Agreement remains in full force and effect and unchanged
in
all respects. Upon its execution by the parties and subject to the satisfaction
of the conditions subsequent set forth in Section 4 hereof, this First Amendment
together with the Agreement, will be the complete and binding understanding
of
the parties with respect to the subject matter hereof.
(signature
page follows)
-1-
IN
WITNESS WHEREOF,
US
Airways and Chautauqua have caused this First Amendment to be executed by their
duly authorized representatives on the day and year first above
written.
| CHAUTAUQUA AIRLINES, INC. | US AIRWAYS, INC. | ||
| /s/ Xxxxx Xxxxxxx | /s/ W. Xxxxxxx Xxxxxx | ||
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| Name:
Xxxxx Xxxxxxx Title: President |
Name:
W. Xxxxxxx Xxxxxx Title: Chairman, President and CEO |
-2-
Exhibit
7.4
Terminated
Dates for
Aircraft
in Fixed Fee
Services
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Aircraft
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Removal
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Aircraft
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Removal
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No.
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Date
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No.
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Date
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35
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[*]
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17
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[*]
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34
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[*]
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16
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[*]
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33
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[*]
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15
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[*]
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32
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[*]
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14
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[*]
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31
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[*]
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13
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[*]
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30
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[*]
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12
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[*]
|
|
29
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[*]
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11
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[*]
|
|
28
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[*]
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10
|
[*]
|
|
27
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[*]
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9
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[*]
|
|
26
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[*]
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8
|
[*]
|
|
25
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[*]
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7
|
[*]
|
|
24
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[*]
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6
|
[*]
|
|
23
|
[*]
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5
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[*]
|
|
22
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[*]
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4
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[*]
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21
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[*]
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3
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[*]
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20
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[*]
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2
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[*]
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19
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[*]
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1
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[*]
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18
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[*]
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Note:
US
Airways Agrees to work in good faith in the event contractor
must remove aircraft ahead of this schedule in order to
minimize its costs associated with the early termination agreement
_________
*
Confidential
-3-
