Successor and Mergers
1. This Agreement shall be binding upon any successor or assign of the Company
unless and until changed in accordance with the provisions of the Railway Labor
Act, as amended. For purposes of this paragraph, a successor or assign shall be
defined as an entity which acquires all or substantially all of the assets or equity
of the Company through a single transaction or multi-step related transactions
which close within a 12 month period.
2. No contract or other legally binding commitment involving the transfer of
ownership or control pursuant to a successorship transaction, whether by sale,
transfer or lease of the Company or substantially all of its assets, will be signed
or otherwise entered into unless it is agreed as a material and irrevocable
condition of entering into, concluding and implementing such transaction that
the rates of pay, rules and working conditions set forth in this Agreement will be
assumed by the successor employer and employees on the then current Pilots’
Seniority List will be employed in accordance with the provisions of this
Agreement. The Company shall give notice of the existence of this Agreement
to any purchaser, transferee, lessee, or assignee of the operation covered by this
Agreement or any substantial part thereof. Such notice shall be in writing, with
a copy to the Association, at the time the seller, transferor, or lessor executes a
definitive agreement with respect to a transaction as herein described.
3. Unless otherwise agreed, the following provisions shall apply in the event of a
successorship transaction in which the successor is an air carrier or an affiliate of
an air carrier, or a transaction in which the Company acquires control of another
air carrier; and
a. The integration of the seniority lists of the respective pilot groups shall
be governed by Association Merger Policy if both pre-transaction pilot
groups are represented by the Association. If the other pre-transaction
group is not represented by the Association, Sections 3 and 13 of the
Allegheny-Mohawk Labor Protective Provisions ("LPP") shall apply. The
successor or Company, as appropriate, shall accept the integrated
seniority list, including any conditions and restrictions, established
through Association merger policy or LPP proceedings, as applicable;
and,
b. The respective pilot collective bargaining agreements shall be merged
into one agreement as the result of negotiations among the pilot groups
and the successor or the Company. If a fully merged agreement is not
executed within 9 months from the date a final and binding integrated
pilot seniority list is issued, the parties shall jointly submit outstanding
issues to binding interest arbitration; and,
c. The aircraft (including orders and options to purchase aircraft) and the
operations of each pre-transaction airline shall remain separated until
such time as both pilots’ seniority lists are integrated and the pilot
collective bargaining agreements are combined in accordance with
paragraphs D.3.a. and D.3.b., above; and,
d. Pending the merger of the pre-transaction carrier and the pilot collective
bargaining agreements and seniority lists, no pilot on the Pilots’ Seniority
List shall be reduced in status or pay category as an effect of the merger,
purchase or acquisition.
4. The following additional requirements shall be applicable in the event of a
merger, purchase or acquisition involving the Company, regardless of the identity
of the surviving carrier or whether formerly separate operations are to be
integrated.
a. Unless and until any operational merger is finally effectuated, the
Association will continue to be recognized as the representative of the
pre-merger Company pilots, so long as such recognition is consistent
with the Railway Labor Act and any applicable rulings or orders of the
National Mediation Board. Recognition of a post-merger representative
shall be governed by the Railway Labor Act and by any applicable rulings
or orders of the National Mediation Board.
b. Subject to applicable securities and other laws and regulations, the
Company will review with the Association the details of any material
agreements relating to successorship transactions in a timely manner,
provided that no financial or other confidential business information need
be disclosed unless suitable arrangements are made for protecting the
confidentiality and use of such information.
c. The Company or surviving carrier, if different than the Company, shall
meet promptly with the Association, upon request, to negotiate the
implementation of the requirements of this paragraph.
