Exhibit 10.7(b)
SECOND AMENDMENT
This Second Amendment is entered and made as of December 20, 2000 (the
"Amendment") as an amendment to the Chautauqua Jet Service Agreement dated as of
March 19, 1999, by and betwccn US Airways, Inc. ("US Airways") and CHAUTAUQUA
AIRLINES. INC. ("Chautauqua") as amended by the First Amendment dated as of
September 6, 2000 (as amended, the "Agreement").
WITNESSETH:
WHEREAS, US Airways and Chautauqua have entered into the Agreement; and
WHEREAS, US Airways and Chautauqua desire to further 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 "twenty (20) active and 1 spare"
as stated in item 1 of the First Amendment and replacing it with, "twenty (25)
active and (1) spare EMB-145 LR" which have an engine performance rating at
least as high as the rating provided by the Rolls Royce engine with an AIP
rating. Chautauqua represents that all aircraft delivered after November 2000
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 2.1 attached hereto.
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Certain portions of this exhibit have been ommitted pursuant to a request for
confidential treatment under Rule 406 of the Securities Act of 1933. The
omitted materials have been filed separately with the Securities and Exchange
Commission.
3. (a) Exhibit 5.1 of the Agreement is hereby deleted in its entirety and
replaced with Exhibit 5.1 attached hereto as of December 20, 2000.
(b) US Airways reserves the right but not the obligation to provide Hull
Insurance and Passenger Liability Insurance at the levels specified in the
Section 6 of the Agreement or at mutually agreed levels in lieu of payment
far Hull Insurance and Passenger Liability Insurance as specified in the
Pricing Model.
4. As of the date when the twenty second (22nd) aircraft is placed into
service, Section 5.5 is hereby amended by deleting " [*] as stated in the
first sentence of Section 5.5 and replacing it with" [*].
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 March 19, 1999 and Services provided
hereunder will continue, without interruption until March 1, 2009 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 by three (3) years upon twelve (12) months notice prior to the end
of the initial term."
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* Confidential
Except as amended hereby, the Agreement remains unchanged in all other respects.
Upon its execution, this Second 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, as amended by the terms set forth heroin.
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 2.1 IMPLEMENTATION SCHEDULE OF AIRCRAFT DEPLOYMENT
NUMBER OF
DATE OPERATIONAL AIRCRAFT
Date of Amendment 11
January 2001 12
May 2001 13
July 2001 14
July 2001 15
August 2001 16
September 2001 17
September 2001 18
October 2001 19
October 2001 20
November 2001 21
December 2001 22
December 2001 23
January 2001 24
February 2002 25
March 2002 26
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EXHIBIT 5.1 PRICING MODEL PER 2ND AMENDMENT
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
[U.S AIRWAYS LOGO]
DATA TRANSMITTAL. COVER SHEER
Date: December 20, 2000
Time: 4;05 PM
To: Xxxxx Xxxxxxx / Fax: 000-000-0000
From: Xxx Xxxxxx
Number of Pages (including cover sheet): 8
===============================================================
Comments:
Re: Second Amendment
Fax Number: 000-000-0000
Telephone Number: 000-000-0000
