EX-10.43 6 p64739ex10-43.txt EX-10.43 1 Exhibit 10.43 AMENDMENT NO. 3 TO CODE SHARING AGREEMENT This Amendment No. 3 to Code Sharing Agreement (this "Amendment No. 3") is dated as of December 27, 2000 and is between Continental Airlines, Inc., a Delaware corporation ("Continental"), and America West Airlines, Inc., a Delaware corporation ("America West"). RECITALS: Continental and America West are each party to that certain Code Sharing Agreement dated June 29, 1994, as amended by Amendment No. 1 to Code Sharing Agreement dated October 19, 1998 and Amendment No. 2 to Code Sharing Agreement dated November 18, 1999 (collectively, the "Agreement"). Continental and America West each desire to amend the Agreement as provided in this Amendment No. 3. NOW, THEREFORE, the parties hereto, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree as follows: 1. Capitalized terms used herein that are not defined shall have the same meaning set forth for them in the Agreement. Except as specifically amended and modified hereby, the Agreement shall remain in effect as written. 2. Effective on the date hereof, the Agreement is hereby amended as follows: (a) The current last sentence of Section 1 of the Agreement is hereby deleted and replaced by the following: "Either carrier may, at its own discretion, by providing the other carrier thirty (30) days' prior written notice, remove any Shared Code Segment or Segments from Schedule 2-A or 2-B for all purposes of this Agreement." (b) The following new sentences are hereby added as the last sentences of Section 1 of the Agreement: "Neither carrier is obligated to place its code on the other carrier's flights, or to permit the other carrier to place the other carrier's code on its own flights, operating between the two carriers' hubs (Newark, Houston and Cleveland in the case of CAL and Phoenix, Las Vegas and Columbus in the case of AWA), without the prior express written consent of the carrier, which consent may be withheld or conditioned in the sole discretion of the carrier granting (or refusing to grant) such 2 consent: provided that AWA may place its code on flights operated by CAL between two carriers' hubs to the extent, and only to the extent, that such CAL operated flight is in time channels in which AWA does not itself operate a flight which has commercially appropriate connection times for itineraries that connect beyond the applicable CAL hub, as determined in the sole discretion of CAL. To the extent that either carrier, as of the date hereof, is displaying its designator code on flights operated by the other carrier in a manner that is inconsistent with the immediately preceding sentence, it will discontinue such display as soon as reasonably possible, but in no event later than 30 days from the date hereof. Notwithstanding the foregoing, either carrier, subject to the prior consent of the other carrier, may add any origin and destination segment to Schedule 2-A or 2-B of the Agreement as a Shared Code Segment that creates a unique market as compared to the markets then currently served by AWA and CAL upon 90 days' prior written notice to the other carrier." (c) Section 9(c) of the Agreement is hereby deleted in it entirety. (d) Section 20 of the Agreement shall be amended by substituting the words "and Amendment Nos. 1, 2 and 3" after the word "Agreement" in the first and second sentences. (e) Schedule 2-A and 2-B of the Agreement are hereby replaced in their entirety by Schedule 2-A and Schedule 2-B, respectively, attached hereto. (f) References in the Agreement and in this Amendment No. 3 to "Sections" and "Clauses" shall be used interchangeably and shall have the identical meanings. 3. Clauses 3, 20, 21, 22, 25, and 26 of the Agreement are herein incorporated by reference, mutatis mutandis. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement No. 3 to be executed as of the date first written above by their respective officers thereunto duly authorized. CONTINENTAL AIRLINES, INC. AMERICA WEST AIRLINES, INC. By: /s/ Mike Bonds By: /s/ Stephen L. Johnson ------------- ---------------------- Vice President Stephen L. Johnson Title: Corporate Development Title: Senior Vice President 2 3 SCHEDULE 2-A
HP* FLIGHTS SEGMENT SEGMENT SEGMENT SEGMENT ABE-CLE CLE-PIT GSO-IAH AMS-EWR ACT-IAH CLE-RIC HNL-LAX ANC-SEA ALB-EWR CLE-ROC HOU-IAH BRU-EWR ATL-IAH CLE-SBN HRL-IAH EWR-ZRH AUS-IAH CLE-SYR IAD-IAH EWR-STN BDL-CLE CLE-YYZ IAH-ILE ABI-IAH BDL-EWR CLL-IAH IAH-IND AEX-IAH BDL-IAH CLT-IAH IAH-JAN ALB-CLE BGR-EWR CMH-EWR+ IAH-JAX AVP-CLE BHM-IAH CMH-IAH+ IAH-LAS+ AZO-CLE BHX-EWR CRP-IAH IAH-LGA BPT-IAH BNA-IAH CVG-IAH IAH-LIT BTV-CLE BRO-IAH DCA-IAH IAH-MCO CAE-EWR BTR-IAH DTW-IAH IAH-MEM CAE-IAH BTV-EWR DUB-EWR IAH-MFE CHS-CLE BUF-CLE DUS-EWR IAH-MIA CHS-IAH BUF-EWR EWR-FRA IAH-MLU CLE-CLT BWI-CLE EWR-GLA IAH-MOB CLE-CRW CAK-CLE EWR-LAS+ IAH-MSY CLE-DAY CDG-EWR EWR-MAN IAH-PBI CLE-ERI CDG-IAH EWR-MDT IAH-PHL CLE-FWA CLE-CMH+ EWR-MHT IAH-PHX+ CLE-GRR CLE-CVG EWR-ORF IAH-PIT CLE-GSO CLE-DCA EWR-PHL IAH-PNS CLE-HPN CLE-DTW EWR-PHX+ IAH-RDU CLE-ISP CLE-FNT EWR-PVD IAH-RSW CLE-MHT CLE-IAD EWR-PWM IAH-SDF CLE-ORF CLE-LAN EWR-RIC IAH-SHV CLE-PVD CLE-LEX EWR-ROC IAH-TPA CLE-PWM CLE-LGA EWR-SNN IAH-TYR CLE-RDU CLE-MBS EWR-SYR IAH-YYZ CLE-SDF CLE-MDT EWR-YOW HSV-IAH CLE-TOL CLE-PHL EWR-YUL IAH-LBB CLE-YUL EWR-IAD EWR-YYZ IAH-LCH DAL-IAH EWR-YHZ FLL-IAH IAH-LFT EWR-YQB IAH-PVD IAH-LRD GPT-IAH IAH-RIC IAH-MAF GSP-IAH IAH-SAV IAH-ORF IAH-VCT IAH-SJT EFD-IAH IAH-TYS IAH-SJU DAY-IAH
4 SCHEDULE 2-A + Indicates that segment may only operate as an HP* Flight in time channels in which AWA does not itself operate a flight which has commercially appropriate connection times for itineraries that connect beyond the applicable CAL hub (IAH, EWR and CLE), as determined in the sole discretion of CAL. ii 5 SCHEDULE 2-B CO* FLIGHTS ---------------------------------------- SEGMENT SEGMENT SEGMENT ---------------------------------------- BUR-LAS LAS-SFO PHX-SAN BUR-PHX LAS-SLC PHX-SEA CMH-LAS LAS-SMF PHX-SFO DEN-PHX LAS-TUS PHX-SJC LAS-LAX LAX-PHX PHX-SLC LAS-OAK LGB-PHX PHX-SMF LAS-ONT OAK-PHX PHX-TUS LAS-PDX ONT-PHX LAS-RNO PDX-PHX LAS-SAN PHX-PSP LAS-SEA PHX-RNO