Don Carty to Air Canada's Rescue?

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Canadian Donald Carty, who resigned last year as chairman of American
Airlines' parent company, has assembled a group of investors who are poised to
save Air Canada if its tentative financiers abandon the airline.

Onex Corp. ? which has failed in two attempts in the past five years to buy
Air Canada ? the Ontario Teachers Pension Plan Board, and U.S.-based private
equity firm Texas Pacific Group LP are among Carty's prospective partners,
said a source close to the airline's restructuring.

Carty has been in contact in recent weeks with the Canadian Auto Workers
(CAW), which is Air Canada's last holdout union and represents 5,900
reservation and call-centre agents.

"It would be a pleasure to work again with Mr. Carty," CAW official Gary Fane
said last night.

Carty, 57, ran American Airlines' parent AMR Corp. from 1998 until April,
2003, when he resigned under pressure after failing to disclose to the
airline's unions hefty management bonuses and pension safeguards.

The perks came as he was asking workers to approve large pay cuts. AMR
employees ultimately accepted $1.8 billion (U.S.) in annual concessions, but
Carty, a former official with Canadian Pacific Airlines in the 1980s, was
subsequently ousted.

According to a source familiar with the matter, Carty would replace embattled
Robert Milton as Air Canada's chief executive.

The revelation of Carty's interest in Canada's largest airline came as CAW
president Buzz Hargrove promised rival investors remain hungry to pump
millions of dollars into Air Canada, should prospective saviours abandon the
insolvent carrier.

"I talked to a financier today that was willing to come in Wednesday if this
thing doesn't come together," Hargrove said at a press conference last night.

He identified the investor as Greenbriar Equity Group LLP, a Rye, N.Y.-based
private equity firm with airline expertise. Managing partner Gerald Greenwald
is the former chair and CEO of UAL Corp., parent company of United Airlines.

Greenwald couldn't be reached to comment.

An official with another Air Canada union said Hargrove may have taken
Greenwald's intentions "out of context."

Ron Fontaine of the International Association of Machinists and Aerospace
Workers, which represents more than 10,000 Air Canada mechanics and baggage
handlers, said the IAMAW has met twice in two weeks with Greenwald. However,
the former airline official isn't interested in investing the billions needed
to finance new Air Canada jetliners. Instead, Fontaine said, Greenwald's
indicated an interest in investing in Air Canada, perhaps committing as much
as $250 million to become an equity partner.

Frankfurt-based Deutsche Bank promised to guarantee the sale of $850 million
worth of stock in a reorganized Air Canada, but demanded the carrier finalize
$200 million in annual pay and benefits cuts ? the final part of a $1.1
billion package of concessions the unions agreed to a year ago.

General Electric Capital Corp.'s aircraft-leasing unit has also threatened to
quash its agreement to finance $1.8 billion worth of new Air Canada planes if
the unions balk.

"The CAW's own membership must be getting a bit antsy," said Karl Moore, a
McGill University professor who follows the airline industry. Hargrove
followed Air Canada's latest offer yesterday with a counter-offer, insisting
there's still a "huge gap between where we're at and where they're at."

"We're still meeting and still talking," he said.

The CAW says its members shouldn't have to give up more than $18.3 million in
annual pay cuts. The airline, which originally asked for $50 million in
savings, yesterday lowered its demand to $45 million.

While the union said that amounts to a pay cut of about $11,000 per member, an
Air Canada spokesperson last night said the CAW wasn't required to accept only
pay cuts. Its members could, for example, accept unpaid lunches instead of
paid mid-shift breaks, according to one airline proposal.

Air Canada has agreements with its six other large unions worth roughly $150
million in savings a year. The airline has also garnered about $120 million in
annual savings through management cuts, largely through layoffs and early
retirement.

Hargrove yesterday repeated his complaint that the federal government should
be playing an active role in the Air Canada imbroglio, instead of insisting on
a "private-sector solution."

Airline analysts have speculated that if talks with the CAW collapse and
Deutsche Bank and GE abandon their plans, Prime Minister Paul Martin's
government will have to choose whether to stand by as Air Canada falls into
liquidation, a move that could hurt Martin and the federal Liberals in an
election expected next month.

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