First Amendment to Amended & Restated Chautauqua Jet Service Agreement by and between USAirways and Chautauqua


     

    
      	
               EXHIBIT
                10.3

            
	
               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 ahve been filed separately with the Securities
              and Exchange Commission.


    

     

    FIRST
      AMENDMENT TO

    AMENDED
      & RESTATED

    CHAUTAUQUA
      JET SERVICE AGREEMENT

    BETWEEN

    US
      AIRWAYS, INC.

    AND

    CHAUTAUQUA
      AIRLINES, INC.

    


    


    This
      First Amendment (this “First Amendment”) to the Amended & Restated
      Chautauqua Jet Service Agreement between US Airways, Inc. (“US Airways”) and
      Chautauqua Airlines, Inc. (“Chautauqua”) dated as of April 26, 2005 (the
“Agreement”) is made and entered into as of this 21st day of July, 2006 (the
“Effective Date”).

    


    WHEREAS,
      US
      Airways and Chautauqua have entered into the Agreement; and

    


    WHEREAS,
      US
      Airways and Chautauqua wish to amend certain provisions of the Agreement on
      the
      terms and conditions set forth herein; and

    


    WHEREAS,
      US
      Airways and Republic Airline, Inc. (“Republic”) are parties to that certain
      Republic Jet Service Agreement between US Airways, Inc. and Republic Airline,
      Inc., dated as of September 2, 2005 (the “Republic Agreement”); and

    


    WHEREAS,
      contemporaneously herewith US Airways and Republic are entering into a First
      Amendment to the Republic Agreement (the “Republic Amendment”); 

    


    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 Chautauqua hereby agree as follows:

    


    1. Defined
      Terms.
      All
      capitalized terms used but not defined herein shall have the meanings set forth
      in the Agreement. 

    


    2. Certain
      Termination Rights.
      The
      Agreement shall be amended by deleting Sections 7.4(c), (d), (e) and (f);
      deleting Section 7.4(g) in its entirety and replacing it with renumbered Section
      7.4(d) as set forth below; renumbering Section 7.4(h) as Section 7.4 (e); and
      adding new section 7.4(c) as follows:

    


    “(c) Subject
      to US Airways continuing to perform its obligations under the Republic
      Amendment, twenty (20) Aircraft (the “Replaced Aircraft”) shall be removed from
      Service hereunder as set forth on Exhibit 7.4 attached hereto.”

    


    “(d)
      Notwithstanding anything in this Section 7.4 or Schedule 7.4 to the contrary,
      in
      no event may US Airways terminate, in the aggregate, more than four (4) Aircraft
      in any thirty (30) day period.”

    


    3. Notices.
      The
      persons to receive notices on behalf of US Airways in Article 11 of the
      Agreement shall be deleted and replaced with the following:

    


    Andrew
      Nocella

    Senior
      Vice President - Planning

    4000
      E.
      Sky Harbor Boulevard

    Phoenix,
      Arizona 85034

    andrew.norcella@usairways.com

    Telephone:
      (480) 693-8222

    Fax:
      (480) 693-5954

    


    


    with
      a
      copy delivered to:

    


    Deputy
      General Counsel

    4000
      E.
      Sky Harbor Boulevard

    Phoenix,
      Arizona 85034

    Fax:
      (480) 693-5932

    
 

    Except
      as
      amended hereby, the Agreement remains in full force and effect and unchanged
      in
      all respects. Upon its execution by the parties and subject to the satisfaction
      of the conditions subsequent set forth in Section 4 hereof, this First Amendment
      together with the Agreement, will be the complete and binding understanding
      of
      the parties with respect to the subject matter hereof.


    (signature
      page follows)


    


    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

    


     

     

    
 

    IN
      WITNESS WHEREOF,
      US
      Airways and Chautauqua have caused this First Amendment to be executed by their
      duly authorized representatives on the day and year first above
      written.

    


     

     

     

     

    
      	CHAUTAUQUA
              AIRLINES, INC.	 	 	US
              AIRWAYS, INC.
	/s/ Bryan
              Bedford	 	 	/s/ W.
              Douglas Parker
	
              

            	 	 	
              

            
	Name:
              Bryan Bedford
Title: President
	 	 	Name:
              W. Douglas Parker
Title: Chairman, President and
              CEO





    


    


     

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
 

    

    


    Exhibit
      7.4

    Terminated
      Dates for 

    Aircraft
      in Fixed Fee

    Services

    


    
      	
                       Aircraft        

            	
               Removal

            	
               Aircraft

            	
               Removal

            
	
               No.

            	
               Date

            	
               No.

            	
               Date

            


    

    
      	
              35

               

            	
              
                [*]

              

            	
              17

               

            	
              [*]

               

            
	
              34

               

            	
              [*]

               

            	
              16

               

            	
              [*]

               

            
	
              33

               

            	
              [*]

               

            	
              15

               

            	
              [*]

               

            
	
              32

               

            	
              [*]

               

            	
              14

               

            	
              [*]

               

            
	
              31

               

            	
              [*]

               

            	
              13

               

            	
              [*]

               

            
	
              30

               

            	
              [*]

               

            	
              12

               

            	
              [*]

               

            
	
              29

               

            	
              [*]

               

            	
              11

               

            	
              [*]

               

            
	
              28

               

            	
              [*]

               

            	
              10

               

            	
              [*]

               

            
	
              27

               

            	
              [*]

               

            	
              9

               

            	
              [*]

               

            
	
              26

               

            	
              [*]

               

            	
              8

               

            	
              [*]

               

            
	
              25

               

            	
              [*]

               

            	
              7

               

            	
              [*]

               

            
	
              24

               

            	
              [*]

               

            	
              6

               

            	
              [*]

               

            
	
              23

               

            	
              [*]

               

            	
              5

               

            	
              [*]

               

            
	
              22

               

            	
              [*]

               

            	
              4

               

            	
              [*]

               

            
	
              21

               

            	
              [*]

               

            	
              3

               

            	
              [*]

               

            
	
              20

               

            	
              [*]

               

            	
              2

               

            	
              [*]

               

            
	
              19

               

            	
              [*]

               

            	
              1

               

            	
              [*]

               

            
	
              18

               

            	
              [*]

               

            	 	 


    

    Note:
      US
      Airways Agrees to work in good faith in the event contractor
      must remove aircraft ahead of this schedule in order to
      minimize its costs associated with the early termination agreement

    _________

      
        *
          Confidential

         

        
          
            
            

          

          
            -3-