Amendment No. 4 TO THE A330/A340 PURCHASE AGREEMENT dated as of November 24, 1998 between AVSA, S.A.R.L., and US AIRWAYS GROUP, INC.
Exhibit 10.16
Portions of this exhibit have been omitted pursuant to a request for confidential treatment. The omitted text has been marked with a triple asterisk ("***") and has been filed separately with the Securities and Exchange Commission.
Amendment No. 4
TO THE A330/A340 PURCHASE AGREEMENT
dated as of November 24, 1998
between
AVSA, S.A.R.L.,
and
US AIRWAYS GROUP, INC.
This Amendment No. 4 (hereinafter referred to as the "Amendment") entered into as of September 20, 2001, 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 A330/A340 Purchase Agreement, dated as of November 24, 1998, relating to the sale by the Seller and the purchase by the Buyer of certain Airbus Industrie A330 and A340 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 March 23, 2000, Amendment No. 2 dated as of June 29, 2000 and Amendment No. 3 dated as of November 27, 2000 is hereinafter called the "Agreement".
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WHEREAS, the Buyer and the Seller agree to amend certain terms of the Agreement.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS :
1. DEFINITIONS
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. DEFERRED PAYMENT INVENTORY
In consideration of the ***, the parties agree that Letter Agreement No. 14 to the Agreement ("Letter Agreement No. 14") is hereby cancelled in its entirety and is of no further effect.
***
3. 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 said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Amendment will be governed by the provisions of said Agreement, except that if the Agreement and this Amendment have specific provisions that are inconsistent, the specific provisions contained in this Amendment will govern.
4. ASSIGNMENT
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 4 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.
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5. GOVERNING LAW
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: /s/ Xxxxxxxx Xxxxxxx
Its: Vice President-Purchasing Its: Chief Executive Officer
