Amendment No. 2 to the Amended and Restated Airbus A350 XWB Purchase Agreement dated as of October 2, 2007 between AIRBUS S.A.S. and US AIRWAYS, INC.
Exhibit 10.3
Amendment No. 2
to the
Amended and Restated Airbus A350 XWB Purchase Agreement
dated as of October 2, 2007
between
AIRBUS S.A.S.
and
US AIRWAYS, INC.
This Amendment No. 2 to the Amended and Restated Airbus A350 XWB Purchase Agreement between Airbus
S.A.S. and US Airways, Inc., (this “Amendment”) is entered into as of January 16, 2009 by
and between Airbus S.A.S., a société par actions simplifiée, organized and existing under the laws
of the Republic of France, having its registered office located at 0, xxxx-xxxxx Xxxxxxx Xxxxxxxx,
00000 Xxxxxxx, Xxxxxx (the “Seller”), and US Airways, Inc., a corporation organized and
existing under the laws of the State of Delaware, United States of America, having its principal
corporate offices located at 000 Xxxx Xxx Xxxxxx Xxxxxxx, Xxxxx, Xxxxxxx 00000, X.X.X. (the
“Buyer”).
WITNESSETH:
WHEREAS, the Buyer and the Seller entered into an Amended and Restated Airbus A350 XWB Purchase
Agreement, dated as of October 2, 2007, which agreement, as previously amended by and supplemented
with all Exhibits, Appendices, Letter Agreements and amendments, including Amendment No. 1 dated as
of October 20, 2008 (the “Agreement”) relates to the sale by the Seller and the purchase by
the Buyer of certain Airbus A350 XWB model aircraft; and
WHEREAS, the parties agree to amend certain terms of the Agreement as set forth in this Amendment.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
Capitalized terms used herein and not otherwise defined in this Amendment will have the meanings
assigned to them in the Agreement. The terms “herein,” “hereof,” and “hereunder” and words of
similar import refer to this Amendment.
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| 1. | TERMINATION |
|
| 1.1 | Paragraph 21.1 (6) of the Agreement is revised to read as set forth between the QUOTE and
UNQUOTE below: |
QUOTE
| (6) | Except as provided in Paragraph 21.1 (11), the Buyer or any of its respective
Affiliates fails to **. |
UNQUOTE
| 1.2 | Paragraph 21.1 (9) of the Agreement is revised to read as set forth between the QUOTE and
UNQUOTE below: |
QUOTE
| (9) | Except as provided in Paragraph 21.1 (11), the Buyer or any of its Affiliates
defaults in the observance or performance of any other covenant, undertaking or
obligation contained in this Agreement or any other material agreement between the
Buyer or its Affiliates, on the one hand, and the Seller or its Affiliates on the other
hand, provided that, if such breach or default is capable of being cured, and such
breach or default is not cured within any specified cure period, ** and ** and provided
further that if any such covenant, undertaking or obligation is **. |
UNQUOTE |
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| 1.3 | New Paragraph 21.1 (11) is added to the Agreement as set forth between the QUOTE and UNQUOTE
below: |
QUOTE
| (11) | For so long as any Affiliate of the Seller is a Lender under the Loan Agreement
[Spare Parts], dated as of October 20, 2008 among the Buyer, General Electric Capital
Corporation, as Administrative Agent; General Electric Capital Corporation, as
Collateral Agent; General Electric Capital Corporation as original Lender; and the
Lenders (the “Spares Loan Agreement”), there shall be an Event of Default under
any provision of Section ** (other than an Event of Default arising solely under
Section ** or ** thereof) of the Spares Loan Agreement. |
||
Capitalized terms used in this Subclause (11) and not otherwise defined in
this Agreement shall have the meaning as set forth in the Spares Loan
Agreement. |
UNQUOTE
| 2. | EFFECT OF AMENDMENT |
|
| 2.1 | Upon execution, this Amendment will constitute a valid amendment to the Agreement and the
Agreement will be deemed to be amended to the extent herein provided and, except as
specifically amended hereby, will continue in full force and effect in accordance with its
original terms. This Amendment supersedes any previous understandings, commitments or
representations whatsoever, whether oral or written, related to the subject matter of this
Amendment. |
|
| 2.2 | Both parties agree that this Amendment will constitute an integral, nonseverable part of the
Agreement, that the provisions of the Agreement are hereby incorporated herein by reference,
and that this Amendment will be governed by the provisions of the Agreement, except that if
the Agreement and this Amendment have specific provisions that are inconsistent, the specific
provisions contained in this Amendment will govern. |
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| 3. | CONFIDENTIALITY |
|
This Amendment is subject to the confidentiality provisions set forth in Clause 22.7 of the
Agreement. |
||
| 4. | COUNTERPARTS |
|
This Amendment may be signed in any number of separate counterparts. Each counterpart, when
signed and delivered (including counterparts delivered by facsimile transmission), will be
an original, and the counterparts will together constitute one and the same instrument. |
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IN WITNESS WHEREOF, these presents were entered into as of the day and year first above
written.
| US AIRWAYS, INC. | AIRBUS S.A.S. | |||||||||
By:
|
/s/ Xxxxxx X. Xxxx
|
By: | /s/ Xxxxxxxxxxx Xxxxxx
|
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| **Confidential Treatment Requested. USA — Airbus A350 XWB Purchase Agreement Amendment 2 |
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