Exhibit 10.21
THIRD AMENDMENT TO ASSET ACQUISITION AGREEMENT
This THIRD AMENDMENT TO ASSET ACQUISITION AGREEMENT (this "Second
Amendment"), dated as of February 28, 2005, is by and among Southwest Airlines
Co., a Texas corporation ("Southwest"), and ATA Holdings Corp., an Indiana
corporation ("Holdings") and its wholly-owned subsidiary ATA Airlines, Inc., an
Indiana corporation ("ATA") (Holdings and ATA as debtors and debtors in
possession are collectively referred to as "Sellers" and each individually is
referred to as "Seller").
R E C I T A L S
WHEREAS, Southwest, Holdings and ATA entered into that certain Asset
Acquisition Agreement (the "Agreement") as of December 22, 2004, pursuant and
subject to the terms and conditions of which, among other things, the Sellers
agreed to sell, assign and transfer to Southwest, and Southwest agreed to
purchase and acquire from Sellers, certain assets, rights, interests and
properties of Sellers as described therein;
WHEREAS, the Sellers and Southwest are parties to a the First Amendment to
Asset Acquisition Agreement dated as of January 31, 2005 (the "First
Amendment"), and the Second Amendment to Asset Acquisition Agreement dated as of
February 15, 2005 (the "Second Amendment") pursuant to which the parties agreed
to extend the expiration date for the assignment of the Midway Hangar and the
Midway Hangar Property;
WHEREAS, the Sellers and Southwest desire to further extend the expiration
date for the assignment of the Midway Hangar and Midway Hangar Property to March
15, 2005.
A G R E E M E N T S
NOW, THEREFORE, in consideration of the mutual agreements contained herein,
and subject to the terms and conditions hereof, the parties hereto hereby agree
as follows:
1. Definitions. All capitalized terms used but not elsewhere defined
herein shall have the respective meanings ascribed to such terms in the
Agreement.
2. Amendment to Agreement. The Agreement is amended by deleting the
current version of Section 12.3(b)(iii) in its entirety and substituting
the following version in lieu thereof:
(iii) if the Closing shall not have occurred on or before March
15, 2005.
3. Continued Force and Effect. The Agreement, as amended by the First
Amendment, the Second Amendment, and this Third Amendment, and each and every
provision, covenant, representation, warranty, condition and right contained
therein, as amended by this Third Amendment, is hereby ratified and affirmed as
of the date hereof, and shall continue in full force and effect.
4. Counterparts. This Third Amendment may be executed in one or more
counterparts, each of which shall constitute an original and all of which, when
taken together, shall constitute one agreement.
4. Governing Law. This Third Amendment and the legal relations among the
parties hereto shall be governed by and construed in accordance with the rules
and substantive Laws of the State of New York, without regard to conflicts of
law provisions thereof.
IN WITNESS WHEREOF, this Third Amendment has been executed and delivered by
each of the parties hereto by a duly authorized officer of each such party on
the date first set forth above.
SELLERS:
ATA HOLDINGS CORP.
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President
Chief Financial Officer
ATA AIRLINES, INC.
..
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President
Chief Financial Officer
SOUTHWEST:
SOUTHWEST AIRLINES CO.
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Sr. Vice President and Chief
Financial Officer
