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EXHIBIT 10.3
AGREEMENT
THIS AMENDMENT (the "Agreement") is made and entered into as of March 20,
2001 (the "Effective Date"), by and between AMERICA WEST AIRLINES, INC., a
Delaware corporation ("AWA"), and CHAUTAUQUA AIRLINES, INC., a Nevada
corporation ("CAI").
RECITALS:
A. AWA and CAI entered into that certain Code Share and Revenue
Sharing Agreement, dated March 20, 2001 (the "Code Share Agreement"). All
capitalized terms used in this Agreement, but not defined herein, shall have the
meaning given to such terms in the Code Share Agreement.
B. The Code Share Agreement provides for the reimbursement of CAI
for certain Actual Costs and Guaranteed Costs and revenue sharing based on a
percentage of Segment Revenue (the "CAI Compensation Structure").
C. There is currently a grievance pending alleging that because
of the structure of the compensation arrangement contained in the [Code Share
and Revenue Sharing] Agreement, dated July 15, 1998, between AWA and Mesa
Airlines, Inc., as amended the "Mesa Agreement"), Mesa Airlines, Inc.'s
operation under the Mesa Agreement constitutes impermissible subcontracted
revenue flying in violation of the Collective Bargaining Agreement, dated May
4, 1995, between the Air Line Pilots Association ("ALPA") and AWA (including
any amended version thereof, the "CBA"). The CAI Compensation Structure is
identical in all material respects to the compensation structure contained in
the Mesa Agreement (the "Mesa Compensation Structure").
D. AWA believes that the Mesa Compensation Structure, as well as
the CAI Compensation Structure, do not violate the terms of the CBA and that
the pending grievance is without merit.
E. AWA and CAI desire to provide for the continuance of the Code
Share Agreement in the event the current grievance involving the
Mesa Agreement or any other grievance or claim, now or hereafter initiated,
claiming the Mesa Compensation Structure or the CAI Compensation Structure
violates the CBA, the Railway Labor Act, or other law, is successful and an
arbitrator, System Board of Adjustment, court or other arbiter or adjudicator
rules that the Mesa Compensation Structure or the CAI Compensation Structure
violates the CBA, the Railway Labor Act, or other law.
NOW, THEREFORE, in consideration of the recitals and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, AWA and CAI agree as follows:
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Certain portion 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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AGREEMENTS:
1. RESTRUCTURE. If an arbitrator, System Board of Adjustment, court or
other arbiter or adjudicator ("Adjudicator") determines that the Mesa
Compensation Structure or the CAI Compensation Structure constitutes
impermissible subcontracted revenue flying under Paragraph 1, Section (c), of
the CBA or any other provision of the CBA, or otherwise violates the CBA, the
Railway Labor Act or other law, then AWA and CAI, upon CAI's receipt of
written notice from AWA (the "Restructure Notice"), shall restructure Section
6 of the Code Share Agreement to convert the CAI Compensation Structure to a
prorate type code share arrangement (a "Prorate Arrangement"). [*]
2. EFFECT ON BALANCE OF CONTRACT. Any amendment to the Code Share
Agreement to incorporate the Prorate Arrangement pursuant to Paragraph 1 above
shall not affect any of the other duties, obligations, rights, liabilities,
terms, covenants, conditions, promises and agreements contained in the Code
Share Agreement which shall remain in full force and effect as set forth in the
Code Share Agreement.
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* Confidential
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3. MISCELLANEOUS. This Agreement shall remain in full force and
effect during the entire Term of the Code Share Agreement and shall apply to
any and all grievances or other claims alleging the Mesa Compensation Structure
or CAI Compensation Structure violates the CBA, the Railway Labor Act or other
law. Until AWA issues a Restructure Notice, this Agreement shall not be used
to interpret or clarify, and shall not be deemed to amend, modify or change,
any of the terms, covenants, conditions, promises or agreements contained
in the Code Share Agreement.
AMERICA WEST AIRLINES, INC.
By: /s/ William A. Franke
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Name: William A. Franke
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Title: Chairman and CEO
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CHAUTAUQUA AIRLINES, INC.
By: /s/ Bryan Bedford
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Name: Bryan Bedford
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Title: President
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