. Partial Transactions
15
16 a. In addition to all other protections under this Agreement, if,
17 within any twelve (12) month period while the Agreement remains in effect,
18 US Airways Group or the Company sells, transfers or disposes of assets
19 which, net of asset purchases or acquisitions during the same twelve (12)
20 month period, constitute twenty percent (20%) or more of the value of the
21 assets of the Company or US Airways Group (the closing of any such
22 transaction(s) which alone or in the aggregate satisfy the aforesaid
23 percentage being referred to as a “Triggering Eventâ€), then:
24
25 (1) In the event another air carrier (a “Transfereeâ€) purchases
26 or acquires any aircraft of the Company or US Airways Group as part of
27 any transaction that constitutes a Triggering Event, the Association shall
28 determine, in its sole discretion, whether or not flight attendants from the
29 US Airways System Seniority List (the “Transferring Flight Attendantsâ€)
30 shall transfer to the Transferee and which flight attendants shall transfer.
31 The number of Transferring Flight Attendants shall be determined by
32 calculating the average flight attendant staffing on a monthly basis over the
33 prior twelve (12) months attributable to the aircraft transferred to the
34 Transferee in connection with the Triggering Event; and
35
36 (2) The Company and US Airways Group shall require any
37 Transferee to employ the Transferring Flight Attendants, with the
38 integration of the Transferring Flight Attendants into the Transferee’s
39 seniority list to be governed by the Association Merger Policy if both pre40
transaction flight attendant groups are represented by the Association and
41 otherwise by Sections 3 and 13 of the Allegheny-Mohawk LPPs.
42
43 b. This Section 1.D.3. shall not apply to: (1) transactions made
44 necessary by circumstances over which the Company has no control, as
45 defined in Section 1.F.4. below; (2) the retirement of aged aircraft in the
1-3
1 ordinary course of business; and (3) financing transactions such as sale2
leasebacks where the transferred assets continue to be used in the
Company’s operation. 34
5 c. If the Company is under Chapter 11 bankruptcy protection
6 during the duration of this Agreement, the Association agrees that the
7 provisions of Section 1.D.3., as amended, will not apply until one (1) year
8 after the implementation of a confirmed plan of reorganization in such
9 Chapter 11 case.
10
11 4. Notwithstanding the provisions of Section 31 (Amendments to the
12 Agreement) and Section 32 (Duration), the Labor Protective Provisions
13 provided for in 1.D.1. – 1.D.3. herein shall not be reduced, delayed or
14 otherwise diminished by US Airways Group, the Company, the Union, nor
15 any Successor to the Company or Union, for a period of up to and including
16 three (3) years after the date of any merger, acquisition, or partial
17 transaction as described herein.