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EXHIBIT 10.2(a)
FIRST AMENDMENT TO CODE SHARE
AND REVENUE SHARING AGREEMENT
THIS FIRST AMENDMENT TO CODE SHARE AND REVENUE SHARING AGREEMENT
("Amendment") is made to be effective as of December 24, 2001 (the "Effective
Date"), by and between AMERICA WEST AIRLINES, INC., a Delaware corporation
("AWA"), and CHAUTAUQUA AIRLINES, INC., a New York corporation ("CAI").
RECITALS:
A. AWA and CAI entered into that certain Code Share and Revenue
Sharing Agreement, dated to be effective March 20, 2001 (the "Code Share
Agreement"). All capitalized terms used herein, but not defined herein, have the
meanings given to such terms in the Code Share Agreement.
B. CAI and AWA desire to amend the Code Share Agreement to alter
the delivery dates of the initial Fleet, to provide CAI with the opportunity
to divert certain Aircraft to other non-AWA uses and to alter the Fleet
reduction provisions, in each case as provided herein, and to temporarily
amend the expense reimbursement model.
NOW, THEREFORE, in consideration of the promises, covenants,
representations and warranties hereinafter set forth, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, AWA and CAI agree as set forth
below.
AGREEMENTS:
1. AMENDMENTS. The Code Share Agreement is amended as follows:
1.1 Section 1.2.1 of the Code Share Agreement is deleted in its entirety
and replaced with the following:
1.2.1 INITIAL ERJ FLEET. CAI shall provide the Flight Services using
EMB 145 LR's with AE 3007 A1-P engines (collectively, the "Fleet" and
individually, each an "Aircraft"). One Aircraft shall be placed into
Flight Services by CAI during each of the following calendar months:
August 2001, September 2001, November 2001, January 2002, April 2002,
May 2002, July 2002, August 2002, September 2002, October 2002 and
November 2002, for a total of 12 Aircraft (collectively, the "Firm
Aircraft"). In consideration for CAI altering the delivery schedule as
originally set forth in this Agreement, AWA shall pay to CAI the sum of
[*] in two equal installments of [*], each, on or before each of the
following dates: January 5, 2002 and February 5, 2002, by wire transfer
pursuant to wiring instructions provided to AWA by CAI. CAI shall
provide AWA with at least 90 days' prior written notice of the calendar
week in which each of the Firm Aircraft will be placed into Flight
Services under this Agreement (each a "Scheduled Delivery Week"). If an
Aircraft is not a
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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 separately with the Securities and Exchange
Commission.
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"new" Aircraft from the manufacturer, then the Aircraft shall not be older
than 24 months from the new manufacturer delivery and the interior and
exterior shall be decorated, painted and reconfigured to AWA
specifications at CAI's sole cost and expense prior to the delivery date.
CAI, by providing AWA with at least 12 months prior written notice
(the "Diversion Notice"), shall have the right, in CAI's sole
discretion, to cause all, but not less than all, of the Aircraft to be
diverted to other non-AWA uses. If CAI issues a Diversion Notice to
divert the Aircraft to other non-AWA uses, then: (i) from and after the
date of the Diversion Notice, the Aircraft not yet placed into Flight
Service pursuant to SECTION 1.2.1 shall not be put into Flight Services
for AWA, shall not be considered part of the Fleet, shall not be
considered an Aircraft under this Agreement and neither CAI nor AWA
shall have any further right, liability, obligation or duty under this
Agreement in regard to such diverted Aircraft; and (ii) any Aircraft in
the Fleet as of the date of the Diversion Notice shall be removed from
Flight Services over up to 3 month period commencing no earlier than
the 12th calendar month after the date of the Diversion Notice. Upon
the removal of the last Aircraft from Flight Services this Agreement
shall automatically terminate and neither AWA nor CAI shall have any
further right, liability or obligation under this Agreement, except for
the payment of any sums accrued under this Agreement to the date of
such termination, the indemnity obligations set forth in 9 and any
other obligations that expressly survive the termination of this
Agreement. If CAI does not divert the Aircraft as provided herein, then
the Aircraft shall be subject to the terms and conditions of this
Agreement on the applicable in service date.
In the event that CAI obtains short-term lease expense relief on
behalf of AWA for the Fleet, it being understood and agreed that CAI
has no obligation to seek or to obtain such relief, the Exhibit "A"
attached hereto, shall be revised to take into consideration the lease
expense relief obtained by CAI. Any lease expense relief obtained by
CAI with respect to the Fleet shall be passed through to AWA.
1.2 Section 1.2.3 of the Code Share Agreement is revised by adding the
following new paragraph to the end of the Section:
Notwithstanding anything in this Section 1.2.3 to the contrary,
AWA shall have a one-time right to eliminate from the Fleet either or
both of Aircraft to be delivered in October 2002 and November 2002 upon
the following terms and conditions (the "2002 Elimination"): (i) AWA
shall provide CAI with written notice of its election to exercise the
2002 Elimination on or before 5:00 p.m., Phoenix, Arizona time, on May
15, 2002 designating which of such Aircraft AWA elects to eliminate;
and (ii) AWA shall pay to CAI a cancellation fee of [*] to be
eliminated on or before 5:00 p.m., Phoenix, Arizona time, on July 31,
2002, by wire transfer pursuant to wiring instructions provided by CAI
to AWA. If AWA exercises the 2002 Elimination with respect to either or
both of the Aircraft to be delivered in October 2002 and November 2002,
then
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AWA shall have no further right to exercise any of the Early
Elimination pursuant to the preceding paragraph.
1.3 A new section 14.11 of the Code Share Agreement shall be added as
follows:
14.11 In the event AWA exercises its right to reduce the fleet
below the contemplated 12 unit level (whether pursuant to the 2002
Elimination, the Early Eliminations right or otherwise) or CAI issues a
Diversion Notice to divert the Aircraft under Section 1.2.1 hereof then
the Warrant Issuance Agreement, dated March 20, 2001, between CAI and
AWA, as of the date of any notice exercising any such rights, shall
become null and void.
1.4 Exhibit A to the Code Share Agreement is amended to provide that
for the period commencing on January 1, 2002 and ending on December 31, 2002,
inclusive, (the "Reduction Period"), the "Per Block Hour-Operations
Expenses" shall be reduced [*] and the "Per Aircraft Per Day-Depreciation"
shall be reduced by [*]. Upon the expiration of the Reduction Period, Exhibit
A shall be reinstated in its entirety as originally attached to the Code
Share Agreement. In the event that the Code Share Agreement is terminated
prior to the Expiration Date other than as a result of a breach of the Code
Share Agreement by CAI, AWA shall pay to CAI on the effective date of such
termination the difference between (a) the aggregate amount that would have
been payable by AWA during the Reduction Period if Exhibit A was not amended
as provided herein and (b) the aggregate amount payable by AWA during the
Reduction Period as a result of the amendment of Exhibit A as provided herein.
2. COUNTERPARTS. This Amendment may be executed in counterparts, all of
which shall be deemed to be one and the same document. This Amendment may be
executed by facsimile copies.
3. EFFECT. Except as set forth in this Amendment, the Code Share
Agreement remains in full force and effect as originally executed.
AWA: AMERICA WEST AIRLINES, INC.
By: /s/ Andrew Nocella
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Its: Vice President, Planning
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CAI: CHAUTAUQUA AIRLINES, INC.
By: /s/ Bryan Bedford
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Its: President
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