AGREEMENT
Among
PINNACLE AIRLINES CORP.
And
PINNACLE AIRLINES, INC.
And the
AIR LINE PILOTS
In the Service of
PINNACLE AIRLINES, INC.
As Represented by the
AIR LINE PILOTS ASSOCIATION
Parent Agreement
THIS AGREEMENT (“Parent Agreement”) is made and entered into among Pinnacle
Airlines Corp. (“Holdings”), Pinnacle Airlines, Inc. (“Pinnacle” or the “Company”) and the Air
Line Pilots Association (the “Association”).
WHEREAS Holdings is the parent holding company of Pinnacle and of Colgan Air, Inc.
(“Colgan”), and controls Pinnacle and Colgan, and
WHEREAS Holdings did not acquire Colgan for the purpose of or in order to
circumvent collective bargaining agreements between the Company and the Association,
and
WHEREAS the parties wish to protect and preserve the flying of the pilots employed
by Pinnacle and the pilots employed by Colgan, and they also wish to protect the ability of
Holdings to expand its portfolio of air carrier operations while protecting the career
opportunities of the Pinnacle and Colgan pilots, and
WHEREAS the Company and the Association, in negotiating job security and work
preservation provisions of their new collective bargaining agreement (the “Agreement”),
have reached certain agreements to which Holdings consents and by which Holdings agrees
to be bound, and
NOW THEREFORE, it is agreed that:
1. Holdings and Pinnacle recognize the importance to the Pinnacle and Colgan
pilots of professional and career security, and they also recognize that such
security is an important component of the performance by the pilots of their
difficult and demanding profession in the interest of Pinnacle and Colgan.
Holdings and Pinnacle also recognize the importance to their success of the
stable platform provided by the Agreement. Holdings and Pinnacle have
freely entered into this Parent Agreement as a necessary and material
2
component of the Agreement and as an essential component of their own
business plans.
2. Holdings is familiar with Section 1 of the Agreement and with the definitions
in Section 2 of the Agreement (which apply to this Parent Agreement).
Holdings understands that the terms of Section 1 of the Agreement provide to
the pilots of Pinnacle essential job security provisions. As a result,
a. Holdings shall require that Pinnacle at all times comply with all
provisions of Section 1 of the Agreement.
b. Holdings shall require that Colgan at all times comply with paragraphs
3 through 7 of this Parent Agreement.
c. Holdings shall require that any air carrier described in paragraph 4 of
this Parent Agreement comply with the provisions of that paragraph.
d. Holdings shall not enter into a successor transaction, and shall not
permit Pinnacle to enter into such a transaction, unless it requires the
successor to comply with the terms of Section 1.D of the Agreement.
3. If Holdings decides to merge the operations of Pinnacle and Colgan, Section
1.E. of the Agreement shall apply.
4. If Holdings maintains control of Colgan and continues to operate Colgan under
its own separate operating certificate and Colgan continues to operate only
turboprop equipment, then, upon written request by the Association, following
concurrence of the Pinnacle and Colgan MECs, Holdings will take the following
steps respecting Colgan and Pinnacle:
a. The Pinnacle and Colgan pilot seniority lists shall be merged as
provided in Section 1.E.1.a of the Agreement.
b. Upon receipt of the merged seniority list, management representatives
with authority to negotiate on behalf of Pinnacle and Colgan shall meet
promptly with the Association for the purpose of negotiating an
agreement providing for the filling of vacancies and rights in case of
reduction (i.e., displacement and furlough) based upon the merged
seniority list. If requested by the Association, with the concurrence of
the Pinnacle and Colgan MECs, the agreement will provide for full
portability of longevity for a pilot who transfers from one subsidiary to
the other. If the parties are unable to reach an agreement within
thirty (30) days following their first meeting, unresolved issues shall
be submitted to expedited binding interest arbitration.
5. If Holdings maintains control of Colgan and Colgan acquires turbojet aircraft,
or, if Colgan enters into a service agreement with Delta Air Lines and, as a
result of the flying performed by Colgan pursuant to its Delta service
agreement, the number of aircraft operated by Pinnacle pursuant to its Delta
service agreement decreases by five (5) or more aircraft (either in one (1)
3
reduction or as the cumulative result of multiple reductions) and such aircraft
are not reallocated to other flying pursuant to a service agreement with
another air carrier with a duration of one (1) year or longer, then, upon
written request by the Association following concurrence of the Pinnacle and
Colgan MECs and except as provided in paragraph 6, below, Pinnacle and
Colgan shall be merged as provided in Section 1.E.1 of the Agreement.
6. If Holdings maintains control of Colgan and paragraph 5, above, is triggered,
but a merged Pinnacle/Colgan operation, as provided in paragraph 5, above,
is unable to perform the flying Holdings wishes it to perform because of legal
or regulatory restrictions or a restriction contained in the pilot collective
bargaining agreement of the mainline carrier for whom Holdings wishes to
perform flying, then, upon written request by the Association, following
concurrence of the Pinnacle and Colgan MECs, Holdings, Colgan and Pinnacle
will take the steps set forth in paragraphs a. through c., below:
a. The Pinnacle and Colgan pilot seniority lists shall be merged as
provided in Section 1.E.1.a of the Agreement.
b. Subject to paragraph 6.c., below, the collective bargaining agreements
covering Pinnacle and Colgan pilots shall be merged into a single
agreement covering both separate operating subsidiaries as provided
in Section 1.E.1.b. of the Agreement.
c. If Colgan pilots are not covered by a collective bargaining agreement
as of the date of the written request by the Association under this
paragraph 6, such that there are not two agreements to be “merged,”
the negotiations conducted under paragraph b, above, shall be for the
purpose of establishing a single agreement covering both separate
operating subsidiaries.
7. Notwithstanding paragraph 2, above, Holdings may directly or through a
subsidiary other than Pinnacle acquire one or more existing air carriers (i.e.,
an air carrier that has provided substantial operations as such for at least the
last twelve (12) consecutive months prior to the acquisition) and establish one
or more newly-created air carriers, and operate each such air carrier under its
own separate operating certificate, subject to the following, all of which shall
be legally binding conditions of the transaction:
a. With respect to a newly-acquired existing air carrier that operates only
turboprop aircraft and whose pilots are represented by the Association,
the provisions contained in paragraph 4.a. and 4.b., above, shall apply
in the same manner in which they apply to Pinnacle and Colgan with
the concurrence of the ALPA MECs for the applicable pilot groups.
b. With respect to a newly-acquired existing air carrier that operates only
turboprop aircraft and whose pilots are not represented by the
Association:
4
i. Holdings will require that Pinnacle and each such air carrier
promptly take the actions necessary to become a single
transportation system as that term is used by the National
Mediation Board.
ii. The Association will request a determination by the National
Mediation Board that Pinnacle and the other air carrier or air
carriers constitute a single transportation system for pilots.
Holdings, Pinnacle and each such other air carrier will not
oppose such application.
iii. Upon determination of a single transportation system, as
provided in paragraph ii, above, the provisions contained in
paragraphs 4, a. and b., above, shall apply in the same manner
in which they apply to Pinnacle and Colgan.
c. With respect to a newly-acquired existing air carrier that operates one
(1) or more turbojet aircraft and whose pilots are represented by the
Association, the provisions contained in paragraphs 5 and 6, above,
shall apply in the same manner in which they apply to Pinnacle and
Colgan with the concurrence of the ALPA MECs for the applicable pilot
groups. The Association will not undertake to apply or enforce the
merged collective agreement required by paragraph 6, if applicable,
earlier than twenty-four (24) months following the closing date of a
transaction by which an air carrier was acquired by Holding or
subsidiary of Holdings.
d. With respect to a newly-acquired existing air carrier that operates one
(1) or more turbojet aircraft and whose pilots are not represented by
the Association:
i. Holdings will require that Pinnacle and each such air carrier
promptly take the actions necessary to become a single
transportation system as that term is used by the National
Mediation Board.
ii. The Association will request a determination by the National
Mediation Board that Pinnacle and the other air carrier or air
carriers constitute a single transportation system for pilots.
Holdings, Pinnacle and each such other air carrier will not
oppose such application.
iii. Upon determination of a single transportation system, as
provided in paragraph ii, above, the provisions contained in
paragraphs 5 and 6, above, shall apply in the same manner in
which they apply to Pinnacle and Colgan.
Among
PINNACLE AIRLINES CORP.
And
PINNACLE AIRLINES, INC.
And the
AIR LINE PILOTS
In the Service of
PINNACLE AIRLINES, INC.
As Represented by the
AIR LINE PILOTS ASSOCIATION
Parent Agreement
THIS AGREEMENT (“Parent Agreement”) is made and entered into among Pinnacle
Airlines Corp. (“Holdings”), Pinnacle Airlines, Inc. (“Pinnacle” or the “Company”) and the Air
Line Pilots Association (the “Association”).
WHEREAS Holdings is the parent holding company of Pinnacle and of Colgan Air, Inc.
(“Colgan”), and controls Pinnacle and Colgan, and
WHEREAS Holdings did not acquire Colgan for the purpose of or in order to
circumvent collective bargaining agreements between the Company and the Association,
and
WHEREAS the parties wish to protect and preserve the flying of the pilots employed
by Pinnacle and the pilots employed by Colgan, and they also wish to protect the ability of
Holdings to expand its portfolio of air carrier operations while protecting the career
opportunities of the Pinnacle and Colgan pilots, and
WHEREAS the Company and the Association, in negotiating job security and work
preservation provisions of their new collective bargaining agreement (the “Agreement”),
have reached certain agreements to which Holdings consents and by which Holdings agrees
to be bound, and
NOW THEREFORE, it is agreed that:
1. Holdings and Pinnacle recognize the importance to the Pinnacle and Colgan
pilots of professional and career security, and they also recognize that such
security is an important component of the performance by the pilots of their
difficult and demanding profession in the interest of Pinnacle and Colgan.
Holdings and Pinnacle also recognize the importance to their success of the
stable platform provided by the Agreement. Holdings and Pinnacle have
freely entered into this Parent Agreement as a necessary and material
2
component of the Agreement and as an essential component of their own
business plans.
2. Holdings is familiar with Section 1 of the Agreement and with the definitions
in Section 2 of the Agreement (which apply to this Parent Agreement).
Holdings understands that the terms of Section 1 of the Agreement provide to
the pilots of Pinnacle essential job security provisions. As a result,
a. Holdings shall require that Pinnacle at all times comply with all
provisions of Section 1 of the Agreement.
b. Holdings shall require that Colgan at all times comply with paragraphs
3 through 7 of this Parent Agreement.
c. Holdings shall require that any air carrier described in paragraph 4 of
this Parent Agreement comply with the provisions of that paragraph.
d. Holdings shall not enter into a successor transaction, and shall not
permit Pinnacle to enter into such a transaction, unless it requires the
successor to comply with the terms of Section 1.D of the Agreement.
3. If Holdings decides to merge the operations of Pinnacle and Colgan, Section
1.E. of the Agreement shall apply.
4. If Holdings maintains control of Colgan and continues to operate Colgan under
its own separate operating certificate and Colgan continues to operate only
turboprop equipment, then, upon written request by the Association, following
concurrence of the Pinnacle and Colgan MECs, Holdings will take the following
steps respecting Colgan and Pinnacle:
a. The Pinnacle and Colgan pilot seniority lists shall be merged as
provided in Section 1.E.1.a of the Agreement.
b. Upon receipt of the merged seniority list, management representatives
with authority to negotiate on behalf of Pinnacle and Colgan shall meet
promptly with the Association for the purpose of negotiating an
agreement providing for the filling of vacancies and rights in case of
reduction (i.e., displacement and furlough) based upon the merged
seniority list. If requested by the Association, with the concurrence of
the Pinnacle and Colgan MECs, the agreement will provide for full
portability of longevity for a pilot who transfers from one subsidiary to
the other. If the parties are unable to reach an agreement within
thirty (30) days following their first meeting, unresolved issues shall
be submitted to expedited binding interest arbitration.
5. If Holdings maintains control of Colgan and Colgan acquires turbojet aircraft,
or, if Colgan enters into a service agreement with Delta Air Lines and, as a
result of the flying performed by Colgan pursuant to its Delta service
agreement, the number of aircraft operated by Pinnacle pursuant to its Delta
service agreement decreases by five (5) or more aircraft (either in one (1)
3
reduction or as the cumulative result of multiple reductions) and such aircraft
are not reallocated to other flying pursuant to a service agreement with
another air carrier with a duration of one (1) year or longer, then, upon
written request by the Association following concurrence of the Pinnacle and
Colgan MECs and except as provided in paragraph 6, below, Pinnacle and
Colgan shall be merged as provided in Section 1.E.1 of the Agreement.
6. If Holdings maintains control of Colgan and paragraph 5, above, is triggered,
but a merged Pinnacle/Colgan operation, as provided in paragraph 5, above,
is unable to perform the flying Holdings wishes it to perform because of legal
or regulatory restrictions or a restriction contained in the pilot collective
bargaining agreement of the mainline carrier for whom Holdings wishes to
perform flying, then, upon written request by the Association, following
concurrence of the Pinnacle and Colgan MECs, Holdings, Colgan and Pinnacle
will take the steps set forth in paragraphs a. through c., below:
a. The Pinnacle and Colgan pilot seniority lists shall be merged as
provided in Section 1.E.1.a of the Agreement.
b. Subject to paragraph 6.c., below, the collective bargaining agreements
covering Pinnacle and Colgan pilots shall be merged into a single
agreement covering both separate operating subsidiaries as provided
in Section 1.E.1.b. of the Agreement.
c. If Colgan pilots are not covered by a collective bargaining agreement
as of the date of the written request by the Association under this
paragraph 6, such that there are not two agreements to be “merged,”
the negotiations conducted under paragraph b, above, shall be for the
purpose of establishing a single agreement covering both separate
operating subsidiaries.
7. Notwithstanding paragraph 2, above, Holdings may directly or through a
subsidiary other than Pinnacle acquire one or more existing air carriers (i.e.,
an air carrier that has provided substantial operations as such for at least the
last twelve (12) consecutive months prior to the acquisition) and establish one
or more newly-created air carriers, and operate each such air carrier under its
own separate operating certificate, subject to the following, all of which shall
be legally binding conditions of the transaction:
a. With respect to a newly-acquired existing air carrier that operates only
turboprop aircraft and whose pilots are represented by the Association,
the provisions contained in paragraph 4.a. and 4.b., above, shall apply
in the same manner in which they apply to Pinnacle and Colgan with
the concurrence of the ALPA MECs for the applicable pilot groups.
b. With respect to a newly-acquired existing air carrier that operates only
turboprop aircraft and whose pilots are not represented by the
Association:
4
i. Holdings will require that Pinnacle and each such air carrier
promptly take the actions necessary to become a single
transportation system as that term is used by the National
Mediation Board.
ii. The Association will request a determination by the National
Mediation Board that Pinnacle and the other air carrier or air
carriers constitute a single transportation system for pilots.
Holdings, Pinnacle and each such other air carrier will not
oppose such application.
iii. Upon determination of a single transportation system, as
provided in paragraph ii, above, the provisions contained in
paragraphs 4, a. and b., above, shall apply in the same manner
in which they apply to Pinnacle and Colgan.
c. With respect to a newly-acquired existing air carrier that operates one
(1) or more turbojet aircraft and whose pilots are represented by the
Association, the provisions contained in paragraphs 5 and 6, above,
shall apply in the same manner in which they apply to Pinnacle and
Colgan with the concurrence of the ALPA MECs for the applicable pilot
groups. The Association will not undertake to apply or enforce the
merged collective agreement required by paragraph 6, if applicable,
earlier than twenty-four (24) months following the closing date of a
transaction by which an air carrier was acquired by Holding or
subsidiary of Holdings.
d. With respect to a newly-acquired existing air carrier that operates one
(1) or more turbojet aircraft and whose pilots are not represented by
the Association:
i. Holdings will require that Pinnacle and each such air carrier
promptly take the actions necessary to become a single
transportation system as that term is used by the National
Mediation Board.
ii. The Association will request a determination by the National
Mediation Board that Pinnacle and the other air carrier or air
carriers constitute a single transportation system for pilots.
Holdings, Pinnacle and each such other air carrier will not
oppose such application.
iii. Upon determination of a single transportation system, as
provided in paragraph ii, above, the provisions contained in
paragraphs 5 and 6, above, shall apply in the same manner in
which they apply to Pinnacle and Colgan.
