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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 "ten (10) EMB-145 LR" in the
fifth line and replacing it with, "twenty (20) active and (1) spare EMB-145 LR"
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 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.
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Certain portions of this exhibit have been omitted pursuant to a request for
confidential treatment under Rule 406 of the Securities Act of 1933. The
omitted materials have been filed seperately with the Securities and Exchange
Commission.
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3. A new Section 2.9 is hereby added to the Agreement for a "Spare
Aircraft", aircraft number 16.
"The sixteenth (16th) Aircraft will be a "Spare Aircraft". For the
purposes of calculating the payment to Chautauqua as described in Section 5
of the Agreement, the Spare Aircraft will not be included as an Aircraft in
service. For the purposes of calculating the schedule requirements as described
in Exhibit 2.1(a) of the Agreement, the Spare Aircraft 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 March 19, 1999 and Services
provided hereunder will continue, without interruption, for a period of seven
(7) years from the in-service date of the eleventh (11th) Aircraft, 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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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 July 2000 until December 2000 where Chautauqua has
the option, upon its notification of US Airways within three 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:
FLEET LAUNCH: "Fleet Launch" will be the percent of the fleet departing
within [*] of the scheduled departure time on its first flight of the day.
ON TIME DEPARTURE PERCENTAGE: "On Time Departure Percentage" is defined
as the percentage of departures completed within [*] of the scheduled
departure time.
COMPLETION PERCENTAGE: "Completion Percentage" is defined as the
percentage of scheduled departures completed.
PASSENGER COMPLAINT RATIO: "Passenger Complaint Ratio" is defined as the
number of passenger complaints received by Chautaugua and/or US Airways for
service failings per one hundred thousand (100,000) passengers carried under
the terms of this agreement.
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SECTION 8.2 Performance Plan Payment
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
the amount due to/from Chautauqua, referred to as the Performance Plan
Payment per the Performance Plan Payment Schedule. The Performance Plan
Payment will be calculated using the amount per passenger from the Performance
Plan Payment Schedule multiplied by the number of revenue passengers carried
under the terms of this Agreement in the month under review."
Performance Plan Payment Schedule:
<Table>
<Caption>
Amount per Passenger
Excellent Good Fair Poor
Fleet Launch [*] [*] [*] [*]
On Time Departure Percentage [*] [*] [*] [*]
Completion Percentage [*] [*] [*] [*]
Complaints [*] [*] [*] [*]
</Table>
b) The table of Performance Standards 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 "Fair" classification.
ii) The upper bound and lower bound of the "Fair" classification is fixed
amount from the Midpoint as shown in the Performance Standard table
below subject to the minimums described in Section 8.3
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iii) The upper bound of the "Poor" classification is set below the lower
bound of the "Fair" classification by amount equal to the smallest
measurement fraction subject to the minimums as shown in the
Performance Standard table below.
iv) The lower bound of the "Good" classification is set above the upper
bound of the "Fair" classification by amount equal to the smallest
measurement fraction.
v) The upper bound of the "Good" classification is set at an amount
shown in the Performance Standard table below.
vi) The lower bound of the "Excellent" classification is set above the
upper bound of the "Good" by an amount equal to the smallest
measurement fraction.
Performance Standards:
<Table>
<Caption>
Excellent Good Fair Poor
Fleet Launch [*] [*] [*] [*]
On Time Departure Percent [*] [*] [*] [*]
Completion Percentage [*] [*] [*] [*]
Complaints Ratio [*] [*] [*] [*]
</Table>
The Performance Standards after adjustments are subject to the following limits.
<Table>
<Caption>
Maximum Minimum Minimum Minimum
Excellent Good Fair Poor
Fleet Launch [*] [*] [*] [*]
On Time Departure Percent [*] [*] [*] [*]
Completion Percentage [*] [*] [*] [*]
Complaints Ratio [*] [*] [*] [*]
</Table>
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SECTION 8.3 PERFORMANCE PLAN ADJUSTMENT
The Performance Standards as described in Section 8.2 will be in effect for
six (6) months and then be reviewed and adjusted as described below. The
first review will be conducted in January 2001 using data from July through
December of 2000 and if any adjustment is required, it will be effective
January 1, 2001.
a) Fleet Launch: The Midpoint of the "Fair" classification for the Fleet
Launch standard in the next period will be adjusted by an amount equal to
fifty percent (50%) of the difference between the actual Fleet Launch in the
prior period and the Midpoint of the "Fair" classification in the prior
period. The upper bound of the "Good" classification in the next period will
be adjusted by an amount equal to twenty five percent (25%) of the difference
between the actual Fleet Launch in the prior period and the Midpoint of the
"Fair" classification in the prior period. The remaining bounds of each
category will meet the criteria described in Section 8.2(b).
b) On Time Departure Percentage: The Midpoint of the "Fair" classification
for the On Time Departure Percentage standard in the next period will be
adjusted by an amount equal to fifty percent (50%) of the difference between
the actual On Time Departure Percentage in the prior period and the Midpoint
of the "Fair" classification in the prior period. The upper bound of the
"Good" classification in the next period will be adjusted by an amount equal
to twenty five (25%) of the difference between the actual On Time Departure
Percentage in the prior period and the Midpoint of the "Fair" classification
in the prior period. The remaining bounds of each category will be set to
meet the criteria described in Section 8.2(b).
c) Complete Percentage: The Midpoint of the "Fair" classification for the
Completion Percentage standard in the next period will be adjusted by an
amount equal to fifty percent (50%) of the difference between the actual
Completion Percentage in the prior period and the Midpoint of the "Fair"
classification in the prior period. The upper bound of the "Good"
classification in the next period will be adjusted by an amount equal to
twenty five percent (25%) of the difference between the actual Completion
Percentage in the prior period and the
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Midpoint of the "Fair" classification in the prior period. The remaining
bounds of each category will meet the criteria described in Section 8.2(b)
(d) Passenger Complaint Ratio: The Midpoint of the "Fair" classification for
the Passenger Complaint Ratio standard in the next period will be adjusted
by an amount equal to fifty percent (50%) of the difference between the
actual Passenger Complaint Ratio in the prior period and the Midpoint of the
"Fair" classification in the prior period. The upper bound of the "Good"
classification in the next period will be adjusted by an amount equal to
twenty five percent (25%) of the difference between the actual Passenger
Complaint Ratio in the prior period and the Midpoint of the "Fair"
classification in the prior period. The remaining bounds of each category
will meet the criteria described in Section 8.2(b).
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EXAMPLE OF THE PERFORMANCE PLAN ADJUSTMENT PROCESS
If actual performance was:
Fleet Launch [*]
On Time Departure Percent: [*]
Completion Percent: [*]
Complaints Ratio [*]
then the New Performance Standards would be:
<Table>
<Caption>
Excellent Good Fair Poor To The Nearest
Fleet Launch [*] [*] [*] [*] [*]
On Time Departure Percent [*] [*] [*] [*] [*]
Completion Percentage [*] [*] [*] [*] [*]
Complaints Ratio [*] [*] [*] [*] [*]
</Table>
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SECTION 8.4 Performance Plan Disputes
Any disputes between US Airways and Chautauqua arising as a result of the
Performance Plan will be resolved in accordance with the dispute resolution
procedures set forth in Article 15.
7. Both parties agree that the practice of holding back amounts from the
Base Compensation and simultaneously placing the amounts in the "Incentive
Fund" as referred to in Section 5.4(a), 5.4(b), and 5.4(c) will be eliminated
upon entering into the new Performance Plan described above.
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:
"United Airlines, UAL Corporation, or their advisors, but solely in
connection with the proposed merger of US Airways and United Airlines and
subject to such parties agreeing to maintain the confidentiality of the
Confidential Information pursuant to the terms hereof."
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, weather or
air traffic control ordered delays) 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/ Bryan Bedford /s/ Thomas M. Hanley
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By: Bryan Bedford By: Thomas M. Hanley
Title: President Title: Vice President, US Airways
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EXHIBIT 2 IMPLEMENTATION SCHEDULE OF AIRCRAFT DEPLOYMENT
<Table>
<Caption>
DATE OPERATIONAL AIRCRAFT
Date of Amendment 9
December 2000 10
December 2000 11
February 2001 12
May 2001 13
August 2001 14
August 2001 15
September 2001 16
October 2001 17
November 2001 18
December 2001 19
January 2002 20
February 2002 21
</Table>
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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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