Exhibit 10.6(a)
June 4, 2002
Atlantic Coast Airlines
45200 Business Court, Suite 100
Dulles, Virginia 20166
Re: United Contract No. 152118
Title: Restated United
Express Agreement among
United Air Lines, Inc.
Atlantic Coast Airlines and
Atlantic Coast Airlines
Holdings, Inc.
Dated: November 22nd, 2000
(The "Agreement")
Gentlemen:
WITNESSETH:
WHEREAS, Atlantic Coast Airlines ("ACA") and United Air
Lines, Inc. ("United") desire to further amend provisions of
Article IV.E of the Agreement relating to Contractor's
authority to operate regional jet aircraft in United Express
service;
NOW, THEREFORE, in consideration of the foregoing premises,
when fully executed, this letter will reflect the agreement
between ACA and United that the Agreement will be amended as
set forth below. This letter amendment will be effective as
of June 4, 2002.
1. Article IV.E.1 of the Agreement is deleted and the
following is inserted in lieu thereof:
"Contractor is authorized to operate up to 114 Canadair
regional jet aircraft (50-seat capacity or less) for United
Express service under the terms of this Agreement, provided
such aircraft are delivered not later than December 31,
2003. Contractor is authorized to operate a total of 121
Canadair regional jet aircraft (50-seat capacity or less)
for United Express service under the terms of this
Agreement, provided such aircraft are delivered not later
than April 30, 2004. The deployment of any and all regional
jet aircraft operated by Contractor for United Express
service, or operated with United Express livery, must be
approved by United on a city pair basis. Contractor agrees
that all FD328Jets will be removed from United Express
service no later than December 31, 2002, and that all
turboprop aircraft will be removed (the "Removal") from
United Express service no later than April 30, 2004. The
exact date of each FD328Jet or turboprop removal will be at
Contractor's discretion, but Contractor will provide United
at least 60 days prior notice of each such scheduled
removal. In the event that any scheduled regional jet
deliveries are delayed for reasons beyond the control of
Contractor, the turboprop removal may be delayed by
Contractor past April 30, 2004, to coincide with the delayed
in-service schedule of regional jets. Contractor
acknowledges that certain cost reductions in its United
Express operations will become apparent during and once all
turboprops have been removed from its United Express
service. Within 60 days of the Removal, Contractor will
enter into good faith discussions with United aimed at
reducing Costs per Departure to reflect fully these cost
reductions."
2. In Article IV.E.2 of the Agreement is amended by
replacing "above ***" with "above ***" and replacing "the
initial ***" with "the initial ***", and by adding the
following sentence to the end of Article IV.E.2: "For
purposes of clarity, as of June 3, 2002, Contractor is
authorized to operate 121 regional jets out of a total of
236 regional jets currently allocated for operation in the
fleets of all United Express carriers."
The terms set forth above are deemed to be incorporated in
and made a part of the Agreement. All other terms and
conditions of the Agreement, as amended, will remain in full
force and effect.
If this letter agreement conforms to your understanding and
agreement, please sign all three copies in the space
provided below and return two copies to United.
UNITED AIR LINES, INC.
/s/ Christopher Rado
Christopher Rado
Director, United Express
Read, Accepted and Agreed to
This 4th Day of June, 2002
ATLANTIC COAST AIRLINES
/s/ Richard J. Surratt
Richard J. Surratt
Executive Vice President & CFO