Frontier Airlines 2006 Annual Report Download - page 245

Exhibit 10.52(d)
CONFIDENTIAL TREATMENT
REQUESTED PURSUANT TO RULE 24b-2
Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the
Securities exchange Act of 1934. The omitted materials have been filed separately with the Securities and Exchange
Commission.
THIRD AMENDMENT TO
REPUBLIC JET SERVICE AGREEMENT
BETWEEN
US AIRWAYS, INC.
AND
REPUBLIC AIRLINE, INC.
This Third Amendment (this “Third Amendment”) to the Republic Jet Service Agreement between US Airways, Inc. (“US
Airways”) and Republic Airlines, Inc. (“Republic”) dated as of September 2, 2005, as the same has been amended (the “Agreement”)
is made and entered into as of this 19th day of December, 2006 (the “Effective Date”).
WHEREAS, US Airways and Republic have entered into the Agreement; and
WHEREAS, US Airways and Republic wish to amend certain provisions of the Agreement on the terms and conditions set forth
herein; and
NOW THEREFORE, for and in consideration of the foregoing premises and the mutual covenants and obligations hereinafter set
forth, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, US Airways and Republic
hereby agree as follows:
1. Certain Definitions. All capitalized terms used but not defined herein shall have the meanings set forth in the Agreement. In
addition, the following terms shall have the meanings set forth below:
“Swapped Aircraft” - shall mean up to [*] ex-MidAtlantic Embraer 170 aircraft as designated on Annex A which shall be removed
from Republic’s fleet, to be replaced with an equal number of Embraer 175 aircraft (defined below).
“EMB 175s” - shall mean up to [*] Embraer [*] single class 175 aircraft as designated on Annex A. Upon any EMB 175 being made
available for service under the Agreement pursuant to Section 2, it shall be deemed included in the definition of “Aircraft” set forth in
Section 2.1 of the Agreement.
2. Swapping of Aircraft. The parties acknowledge and agree that any or all of the Swapped Aircraft may be removed from service
under the Agreement, one aircraft at a time with at least [*] days prior notice, over an [*]month period, beginning on the Effective
Date. As any such Swapped Aircraft is so removed from service under the Agreement, an EMB 175 will immediately be available for
service thereunder so there will be no service gaps. [*] payment of all other sums will be due under Article 5 for each EMB 175 on the
same basis as for the New Aircraft and shall commence on the date each EMB 175 is first placed into Service.
3. Certain Provisions of the Republic Agreement. The following provisions of the Republic Agreement, as amended, shall apply to
the EMB 175s mutatis mutandis: Article 1 (Compliance with Regulations); Article 2 (Air Transportation Services to be Provided by
Republic), excluding Section 2.14; Article 3 (Operation Under the “US Airways Express” Name); Article 4 (US Airways’ Support
Services and Facilities); Sections 5.1 through 5.7 of Article 5 (Purchase of Available Seat Miles (“ASMs”); Article 6 (Liability,
Indemnification and Insurance); Article 7 (Term and Termination), including Section 7.1(b)(i); Article 8 (Performance Adjustments);
Article 9 (Service Marks License For Services Provided Pursuant to this Agreement); Article 10 (Force Majeure); Article 11
(Notices); Article 12 (Miscellaneous), Article 13 (Confidentiality); Article 14 (Dispute Resolution); Exhibit 2.2 (Schedule
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Research℠