EXHIBIT 10
AGREEMENT
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Agreement dated as of September 29, 1997 (the "Agreement") by and between
Western Pacific Airlines, Inc. ("WestPac") and Frontier Airlines, Inc.
("Frontier").
WHEREAS, WestPac and Frontier entered into an Agreement and Plan of Merger
(the "Merger Agreement") dated as of June 30, 1997; and
WHEREAS, WestPac and Frontier entered into a Codeshare Agreement (the
"Codeshare Agreement") dated as of June 30, 1997; and
WHEREAS, WestPac and Frontier mutually desire to terminate the Merger
Agreement, amend the Codeshare Agreement, and agree to certain other matters as
set forth in this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements set
forth in this Agreement, the parties agree as follows:
1. Pursuant to Section 7.1 of the Merger Agreement, WestPac and Frontier
hereby mutually consent and agree that the Merger Agreement is terminated
effective September 29, 1997.
2. The Codeshare Agreement is hereby amended as set forth in Attachment 1
hereto and shall continue in effect, as so amended.
3. Termination of the Merger Agreement and the Codeshare Agreement as
provided above shall be jointly announced on September 29, 1997 at 4:00 P.M.
Eastern Daylight Time through issuance of a joint press release in the form set
forth in Attachment 2 hereto. Other than disclosures which state that the
Merger Agreement has been terminated by mutual agreement, and disclosures which
a party , in the opinion of its legal counsel, is obligated to make pursuant to
applicable law or regulation of Nasdaq or any national securities exchange,
neither party shall make any press release or public announcement with respect
to the Merger Agreement or reasons for its termination. Each party agrees to
use reasonable efforts to encourage future cooperation and professionalism
between the parties and in connection with such business as may continue between
the parties such as, but not limited to, the continuation of employee pass
privileges between the parties and the continuation of the existing interline
ticketing and baggage agreement between the parties.
4. To the extent WestPac and Frontier have entered into other cooperative
operating agreements and arrangements (e.g., station operations, lost baggage
processing, cross utilization of employees), each party agrees to use its
reasonable best efforts to cooperate in terminating such agreements and
arrangements in a manner and within time frames which minimize disruption to
operations and best serve the customers of each of the companies.
5. From the date hereof until January 1, 1998, neither WestPac or
Frontier shall solicit for employment or employ, without first receiving the
prior written approval of the other party, any employee employed by the other;
provided, however, that the term "solicit for employment" shall not be deemed to
include any advertising in newspapers, trade publications or any other publicly
distributed medium addressed to the general public and either party may employ
any person who, without other solicitation, responds to such an advertisement.
6. All costs and expenses incurred in connection with the Merger
Agreement, the transactions contemplated thereby, and its termination shall be
paid by the party incurring such expenses.
7. Notwithstanding any other provision of the Merger Agreement, it is
agreed that, except as set forth in this Agreement, all obligations of WestPac
and Frontier under the Merger Agreement are terminated and each party agrees to
acquit and discharge the other from any claims, actions, rights, demands,
damages, costs, loss of services, attorney fees, expenses or other damages of
whatever nature or kind arising from the Merger Agreement.
8. This Agreement may be executed by facsimile signatures and delivered
by the parties in separate and identical counterparts, each of which when so
executed and delivered will be an original, but all of which taken together will
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement and caused the
same to be delivered on their behalf on the day and year first above written.
WESTERN PACIFIC AIRLINES, INC. FRONTIER AIRLINES, INC.
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxx
Vice President and CFO President and CEO
Attachment 1
AMENDMENT TO CODESHARE AGREEMENT
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WHEREAS, Western Pacific Airlines, Inc. ("WestPac") and Frontier Airlines,
Inc. ("Frontier") entered into a Codeshare Agreement (the "Codeshare Agreement")
dated June 30, 1997; and
WHEREAS, the parties desire to amend the Codeshare Agreement as set forth
below;
NOW, THEREFORE, WestPac and Frontier agree as follows:
1. Section 2.4 of the Codeshare Agreement is deleted.
2. Section 19.1 of the Codeshare Agreement is deleted and replaced by the
following:
"19.1. This Agreement shall become effective on the date hereof and
shall continue thereafter until November 16, 1997."
3. WestPac agrees to and shall assume full responsibility for contacting
and reaccommodating passengers holding reservations on flights operated by
Frontier but booked under the W7 code, and Frontier agrees to and shall assume
full responsibility for contacting and reaccommodating passengers holding
reservations on flights operated by WestPac but booked under the F9 code. With
respect to each passenger reaccommodated on another WestPac or Frontier flight,
the parties mutually agree to notify each other of such reaccommodation by
providing the other party with such passenger's name, itinerary and ticket
number at least seven days prior to such passenger's original departure date or
December 7, 1997, whichever date first occurs.
Subject to space availability, the Operating Carrier as defined in the
Codeshare Agreement, agrees to accept reaccommodation of passengers by the
Marketing Carrier, as defined in the Codeshare Agreement, without increase in
fare.
The parties further agree that with respect to each passenger not contacted
within the time provided above and who must be reaccommodated on an air carrier
other than WestPac or Frontier, such reaccommodation cost will be borne by the
Marketing Carrier.
Attachment 2
See Exhibit 99
