Amendment No.6
TO THE A319/A320/A321 PURCHASE AGREEMENT
dated as of October 31, 1997
between
AVSA, S.A.R.L.,
and
US AIRWAYS GROUP, INC.
This Amendment No. 6 (hereinafter referred to as the "Amendment")
entered into as of April 19, 2000, by and between AVSA, S.A.R.L.,
a societe a responsabilite limitee 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
(hereinafter referred to as the "Seller"), and US Airways Group,
Inc., a corporation organized and existing under the laws of the
State of Delaware, United States of America, having its
executive offices located at 0000 Xxxxxxx Xxxxx, Xxxxxxxxx, XX
00000, X.X.X. (hereinafter referred to as the "Buyer");
WITNESSETH :
WHEREAS, the Buyer and the Seller entered into an Airbus
A319/A320/A321 Purchase Agreement, dated as of October 31, 1997,
relating to the sale by the Seller and the purchase by the Buyer
of certain Airbus Industrie A319, A320 and A321 model aircraft
(the "Aircraft"), which agreement, together with all Exhibits,
Appendices and Letter Agreements attached thereto and as amended
by Amendment No. 1 dated as of June 10, 1998, Amendment No. 2
dated as of January 19, 1999, Amendment No. 3 dated as of March
31, 1999, Amendment No. 4 dated as of August 31, 1999 and
Amendment No. 5 dated as of October 29, 1999, is hereinafter
called the "Agreement."
WHEREAS, the Buyer wishes to exercise certain of its
conversion rights under the Agreement.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS :
1. DEFINITIONS
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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.
2. DELIVERY
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2.1 The Buyer and the Seller hereby agree to the following
conversions:
***
2.2 In addition, the Buyer and the Seller hereby agree that the
following *** hereby become ***, as defined in the
Agreement:
***
2.3 As a result of paragraphs 2.1 and 2.2 above, the delivery
schedule set forth in Appendix 1 of Amendment No.5 to the
Agreement is hereby superseded and replaced by the schedule
set forth in Appendix 1 hereto.
3. PREDELIVERY PAYMENTS
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The Buyer will pay all necessary adjustments to the
Predelivery Payments resulting from the changes described in
paragraph 2 above.
4. EFFECT OF AMENDMENT
-------------------
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.
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.
5. ASSIGNMENT
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2
This Amendment and the rights and obligations of the Buyer
hereunder will not be assigned or transferred in any manner
without the prior written consent of the Seller, and any
attempted assignment or transfer in contravention of the
provisions of this Paragraph 5 will be void and of no force
or effect. Notwithstanding the preceding sentence, the terms
of Subclauses 19.5 and 19.6 of the Agreement will apply to
this Amendment.
6. GOVERNING LAW
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THIS AMENDMENT WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE
PERFORMANCE OF THIS AMENDMENT WILL BE DETERMINED ALSO IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE
PARTIES HEREBY ALSO AGREE THAT THE UNITED NATIONS CONVENTION
ON THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS
TRANSACTION.
If the foregoing correctly sets forth our understanding,
please execute this Amendment in the space provided below,
whereupon, as of the date first above written, this Amendment
will constitute part of the Agreement.
Agreed and accepted Yours sincerely,
US AIRWAYS GROUP, INC. AVSA, S.A.R.L.
By: /s/ Xxxxxx X. Xxxx By:
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Its: Vice President - Purchasing Its:
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Appendix I
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