Exhibit 10.19
FIRST AMENDMENT TO ASSET ACQUISITION AGREEMENT
This FIRST AMENDMENT TO ASSET ACQUISITION AGREEMENT (this "First
Amendment"),dated as of January 31, 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 termsand conditions of which, among other things,the Sellers
agreed to sell, 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 desire to extend the
expiration date for the assignment of the Midway Hangar and Midway Hangar
Property to February 15, 2005.
A G R E E M E N T S
NOW, THEREFORE, inconsideration 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 February 15,
2005.
3. Continued Force and Effect. The Agreement, as amended by
this First Amendment, and each and every provision, covenant, representation,
warranty, condition and right contained therein, as amended by this First
Amendment, is hereby ratified and affirmed as of the date hereof, and shall
continue in full force and effect.
4. Counterparts. This First 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 First 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 First 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: Senior Vice President Finance and
CFO
