With all of that vaunted "Business Acumen" floating around the halls of CCY you would hope that the Republic/Wexford deal had some sort of performance clause that DP and Co. could enforce or leverage to cut a deal to bring flying back in house.
Finally found it Piney - sorry, but it's a little long.....
Termination for Cause by US Airways
US Airways may terminate this Agreement for cause, upon not less than ninety (90) days written notice to Republic, or on such shorter notice as may be specified below, should any of the events set forth in subparts (a) through (h) of this Section 7.3 (each a “Termination Eventâ€) occur during the Term , subject to Republic’s rights to cure such Termination Event as set forth herein. After notice of termination is given, US Airways shall meet with Republic for the purpose of resolving the Termination Event. Should such Termination Event not be cured or corrected within ninety (90) days after Republic’s receipt of the notice of termination (or action diligently undertaken to cure or correct the Termination Event if cure or correction cannot be completed within ninety (90) days), then the termination shall be effective on the ninetieth day following delivery of such notice. If the Termination Event is cured or corrected (or all steps to remedy the situation were promptly taken if the cure or correction cannot be completed reasonably within ninety (90) days), the termination notice shall be deemed rescinded. Each of the following events is a Termination Event:
(a) Republic materially fails to perform or observe any material covenant or condition or agreement to be performed or observed by it hereunder, provided that if Republic breaches any payment obligation, US Airways shall have the right to terminate this Agreement on ten (10) days’ prior written notice unless Republic has cured such breach prior to the expiration of such period.
(b) For any six month period that commences on January 1 or July 1 of any calendar year beginning with the first such period in which Republic operates 13 EMB Aircraft for the entire period (a “Performance Measurement Periodâ€), Republic’s Controllable Completion Percentage (as defined in Section 8.2) is below [*] and no Performance Exception or Force Majeure Event has occurred.
© Republic’s Controllable On-Time Departure Percentage (as defined in Section 8.2) is below [*] for any Performance Measurement Period and no Performance Exception or Force Majeure Event has occurred.
(d) Republic admits liability or is found liable for safety infractions (other than routine ministerial fines) by the Federal Aviation Administration which could reasonably be expected to lead to the suspension or revocation of Republic’s operating certificate; provided that US Airways’ right to terminate this Agreement under this paragraph shall be stayed for so long as Republic is negotiating in good faith with the FAA to return to compliance and maintain its operating certificate.
(e) In US Airways’ reasonable opinion, Republic is not complying in any material respect with applicable safety and operational Regulations or with safety and safety related operational requirements imposed by US Airways pursuant to this Agreement.
(f) Republic fails to comply with the applicable provisions of the “Jets for Jobs†protocol as ratified by US Airways ALPA in Letter of Agreement #91 to the US Airways - ALPA Collective Bargaining Agreement, or as subsequently amended, as and to the extent applicable to Republic as provided in Section 2.10 hereof, provided that US Airways provides Republic with any such amendments within fifteen (15) business days of execution, and further provided that Republic shall not be required to use more than commercially reasonable efforts to comply with any such amendments.
(g) Republic’s operating certificate is suspended or revoked.
(h) In the event that (1) the Amended and Restated Chautauqua Jet Service Agreement (the “Chautauqua Jet Service Agreementâ€) between US Airways and Chautauqua Airlines, Inc. (“Chautauquaâ€) shall have been terminated by US Airways in accordance with the terms of such agreement or (2) RJET shall have committed a Material Breach under the Slots/Gates Transaction Agreements (as defined in Section 7.5 (a) hereof) or the Aircraft Transaction Agreements (as defined in Section 7.5(a) hereof) resulting in either a failure to consummate the transactions contemplated by either the Slots/Gates Transaction Agreements or the Aircraft Transaction Agreements or a termination of the Specified Slots/Gates Transaction Agreements or the Specified Aircraft Transaction Agreements (as defined in Section 7.5 (a) hereof). A termination under this subsection (h) shall be effective at the time US Airways provides notice of termination to Republic. “Material Breach†with respect to RJET shall have the respective meanings set forth in the Slots/Gates Transaction Agreements and Aircraft Transaction Agreements, as applicable.
:blink: I am getting confused....
