EXHIBIT 10.15
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.
AMENDMENT NO. 7
TO
THE A319/A320 PURCHASE AGREEMENT
DATED AS OF SEPTEMBER 12, 1997
BETWEEN AVSA S.A.R.L.
AND
AMERICA WEST AIRLINES, INC.
This Amendment No. 7 (hereinafter referred to as the "Amendment") entered into
as of July ___, 2004 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 AMERICA WEST AIRLINES,
INC., a corporation organized and existing under the laws of the State of
Delaware, United States of America, having its principal corporate office
located at Phoenix Sky Harbor International Airport, 0000 Xxxx Xxx Xxxxxx
Xxxxxxxxx, Xxxxxxx, Xxxxxxx 00000, X.X.X. (hereinafter referred to as the
"Buyer").
WITNESSETH:
WHEREAS, the Buyer and the Seller have entered into an A319/A320 Purchase
Agreement, dated as of September 12, 1997 (which agreement, as previously
amended by and supplemented with all Exhibits, Appendices, Letter Agreements and
amendments (including Amendment No. 1 executed on April 27, 1998, Amendment No.
2 executed on December 9, 1998 together with Letter Agreement No. 1 to Amendment
No. 2 executed on May 24, 1999, Amendment No. 3 together with all Letter
Agreements thereto executed on October 14, 1999 and together with Letter
Agreement to Amendment No. 3 executed on May 10, 2001, Amendment No. 4 executed
on July 1, 2000 together with Letter Agreement to Amendment No. 4 executed on
July 28, 2000, Amendment No. 5 executed on October 12, 2000 together with Letter
Agreement to Amendment No. 5 executed on October 26, 2000, and Amendment No. 6
executed on October 28, 2002, is hereinafter called the "Agreement"), which
Agreement relates to, inter alia, the sale by the Seller and the purchase by the
Buyer of certain firmly ordered Airbus A318-100, A319-100 and A320-200 model
aircraft.
WHEREAS, the Buyer wishes to purchase and the Seller is willing to sell above
and beyond the Aircraft under the Agreement, eight (8) firm A319 aircraft and
ten (10) firm A320 aircraft, plus fourteen (14) new A320 family type purchase
right aircraft that may be A319, A320, or
AWE - A318/A320 AM7 - 1
A321 type aircraft (collectively the "Amendment 7 Aircraft" as further defined
in Paragraph 2 below).
WHEREAS, the Buyer and the Seller further agree in this Amendment to amend
certain provisions under the Agreement relating to the A318 Aircraft and to
cancel all unexercised Option Aircraft and Purchase Right Aircraft.
WHEREAS, the Seller and IAE have changed their policy regarding the inclusion of
nacelles and thrust reversers in the definition of Propulsion Systems and the
Seller wishes to incorporate such policy change into the provisions of this
Amendment for the Amendment 7 Aircraft.
WHEREAS, the Buyer and the Seller agree to set forth in this Amendment all terms
and conditions applying to the Amendment 7 Aircraft.
WHEREAS, the Buyer and the Seller further agree in this Amendment to amend
certain provisions under the Agreement relating to the sale of the Aircraft and
the Amendment 7 Aircraft.
WHEREAS, 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.
NOW, THEREFORE IT IS AGREED AS FOLLOWS:
1 - STRUCTURE OF THE AMENDMENT
For reasons of convenience of reference to the Agreement, the Amendment
will contain the following structure:
(i) Paragraph 2 below will list additional definitions that apply to the
Amendment 7 Aircraft under this Amendment,
(ii) Paragraphs 3 through 6 will define the terms and conditions applying
to the Amendment 7 Aircraft by outlining respectively the provisions
in the Agreement and additional specific provisions that apply to
the Amendment 7 Aircraft,
(iii) Paragraphs 7 through 10 will define the general terms applying to
the Amendment,
(iv) The Letter Agreements to the Amendment include:
- Letter Agreement No. 1 is intentionally left blank.
AWE - A318/A320 AM7 - 2
- Letter Agreement No. 2 describing (a) Amendment 7 Aircraft
order flexibility, (b) cancellation of unexercised Option
Aircraft and Purchase Right Aircraft, and (c) A318 Aircraft
conversion and cancellation rights,
- Letter Agreement No. 3 describing the purchase incentives
relating to the Amendment 7 Aircraft and amendments to
specific purchase incentives relating to the Aircraft,
- Letter Agreement No. 4 describing Aircraft and Amendment 7
Aircraft Predelivery Payments, which constitutes an amended
and restated Letter Agreement No. 4 to the Agreement,
- Letter Agreement No. 5 describing training matters related to
the Amendment 7 Aircraft.
- Letter Agreement No. 6 is intentionally left blank,
- Letter Agreement No. 7 is intentionally left blank,
- Letter Agreement No. 8 is intentionally left blank.
(v) The Exhibits to the Amendment include:
- Exhibit A-2 regarding the A321 Standard Specification, Issue
2, Revision 1 dated April 30, 2001
- Exhibit A-3 regarding the A319 Standard Specification, Issue
4, Revision 1 dated April 30, 2001
- Exhibit A-4 regarding the A320 Standard Specification, Issue
5, Revision 1 dated April 30, 2001
- Exhibit B-2 regarding A321 SCNs
- Exhibit B-3 regarding A319 SCNs
- Exhibit B-4 regarding A320 SCNs
- Exhibit C is intentionally left blank
- Exhibit D-2 regarding the Amendment 7 Airframe Price Revision
Formula,
- Exhibit E regarding the Amendment 7 International Aero Engines
Price Revision Formula
- Exhibit F is intentionally left blank
- Exhibit G is intentionally left blank
- Exhibit H which constitutes an amended and restated Exhibit H
to the Agreement
2 - DEFINITIONS
The following additional definitions will be added to the Agreement:
Amendment 7 A319 Aircraft - any or all of the Airbus A319-100 model
aircraft to be purchased by the Seller and sold to the Buyer pursuant to
the Agreement as amended hereby (but not including any A319 Aircraft
firmly ordered prior to the date of Amendment 7), together with all
components, equipment, parts and accessories installed in or on such
aircraft and the Amendment 7 A319 Propulsion Systems installed thereon, as
described in Paragraph 4 of this Amendment.
AWE - A318/A320 AM7 - 3
Amendment 7 A319 Airframe - any Amendment 7 A319 Aircraft, excluding
Amendment 7 A319 Propulsion Systems therefor, but including nacelles and
thrust reversers.
Amendment 7 A319 Propulsion Systems - the two (2) IAE V2524-A5 powerplants
to be installed on an A319 Aircraft or installed on an A319 Aircraft at
delivery, each composed of the powerplant (as such term is defined in
Chapters 70-80 of ATA Specification 100 (Revision 21), but limited to the
equipment, components, parts and accessories included in the powerplant,
as so defined), that have been sold to the Manufacturer by International
Aero Engines AG, but specifically not including a nacelle and thrust
reverser for each such powerplant.
Amendment 7 A319 Specification - as defined in Subparagraph 4.2.A.2 of
this Amendment.
Amendment 7 A319 Standard Specification - as defined in Subparagraph
4.2.A.2 of this Amendment.
Amendment 7 A320 Aircraft - any or all of the Airbus A320-200 model
aircraft to be purchased by the Seller and sold to the Buyer pursuant to
the Agreement as amended hereby (but not including any A320 Aircraft
firmly ordered prior to the date of Amendment 7), together with all
components, equipment, parts and accessories installed in or on such
aircraft and the Amendment 7 A320 Propulsion Systems installed thereon, as
described in Paragraph 5 of this Amendment.
Amendment 7 A320 Airframe - any Amendment 7 A320 Aircraft, excluding
Amendment 7 A320 Propulsion Systems therefor, but including nacelles and
thrust reversers.
Amendment 7 A320 Propulsion Systems - the two (2) IAE V2527-A5 powerplants
to be installed on an A320 Aircraft or installed on an A320 Aircraft at
delivery, each composed of the powerplant (as such term is defined in
Chapters 70-80 of ATA Specification 100 (Revision 21), but limited to the
equipment, components, parts and accessories included in the powerplant,
as so defined), that have been sold to the Manufacturer by International
Aero Engines AG, but specifically not including a nacelle and thrust
reverser for each such powerplant.
Amendment 7 A320 Specification - as defined in Subparagraph 5.2.A.2 of
this Amendment.
Amendment 7 A320 Standard Specification - as defined in Subparagraph
5.2.A.2 of this Amendment.
Amendment 7 A321 Aircraft - any or all of the Airbus A321-200 model
aircraft to be purchased by the Seller and sold to the Buyer pursuant to
the Agreement as amended hereby, together with all components, equipment,
parts and accessories installed in or
AWE - A318/A320 AM7 - 4
on such aircraft and the Amendment 7 A321 Propulsion Systems installed
thereon, as described in Paragraph 6 of this Amendment.
Amendment 7 A321 Airframe - any Amendment 7 A321 Aircraft, excluding the
Amendment 7 A321 Propulsion Systems therefor, but including nacelles and
thrust reversers.
Amendment 7 A321 Propulsion Systems - the two (2) IAE V2533-A5 powerplants
to be installed on an A321 Aircraft or installed on an A321 Aircraft at
delivery, each composed of the powerplant (as such term is defined in
Chapters 70-80 of ATA Specification 100 (Revision 21), but limited to the
equipment, components, parts and accessories included in the powerplant,
as so defined), that have been sold to the Manufacturer by International
Aero Engines AG, but specifically not including a nacelle and thrust
reverser for each such powerplant, which amends and restates the A321
Propulsion Systems set forth in Paragraph 2 of Amendment 3.
Amendment 7 A321 Specification - as defined in Subparagraph 6.2.A.2 of
this Amendment, which amends and restates the A321 Specification set forth
in Subparagraph 6.2.A.2 of Amendment 3.
Amendment 7 A321 Standard Specification - as defined in Subparagraph
6.2.A.2 of this Amendment, which amends and restates the A321 Standard
Specification set forth in Subparagraph 6.2.A.2 of Amendment 3.
Amendment 7 Aircraft - collectively, the eight (8) Amendment 7 Firm A319
Aircraft, the ten (10) Amendment 7 Firm A320 Aircraft, any New Purchase
Right Aircraft and Converted A318 Aircraft that the Buyer purchases from
the Seller under the Agreement as amended hereby.
Amendment 7 Firm A319 Aircraft - the eight (8) Amendment 7 A319 Aircraft
firmly ordered as of the date hereof and set forth in the schedule set out
in Subparagraph 4.2.A.6 of this Amendment.
Amendment 7 Firm A320 Aircraft - the ten (10) Amendment 7 A320 Aircraft
firmly ordered as of the date hereof and set forth in the schedule set out
in Subparagraph 5.2.A.6 of this Amendment.
Amendment 7 Firm Aircraft - collectively or individually the Amendment 7
Firm A319 Aircraft and the Amendment 7 Firm A320 Aircraft.
Converted A318 Aircraft - as defined in Paragraph 3 of Letter Agreement
No. 2 to Amendment 7.
New Purchase Right Aircraft - collectively or individually, the [*] A320
family type purchase right aircraft that may be A319, A320, or A321 type
aircraft under the Agreement as amended hereby, to be manufactured in
accordance with the
AWE - A318/A320 AM7 - 5
Amendment 7 A319 Specification, the Amendment 7 A320 Specification or the
Amendment 7 A321 Specification, as applicable. Each purchase right
aircraft type may be referred to individually in this Amendment as the
A319 Purchase Right Aircraft, A320 Purchase Right Aircraft or A321
Purchase Right Aircraft.
3 - A318 AIRCRAFT DELIVERY
The A318 Firm Aircraft Delivery Schedule set forth in Subparagraph
3.2.A.4.1 of Amendment 3 to the Agreement, as amended by Amendment 6 to
the Agreement, is hereby cancelled and replaced with the A318 Firm
Aircraft Delivery Schedule set forth below between the words QUOTE and
UNQUOTE:
QUOTE
3.2.A.4.1 A318 Firm Aircraft Delivery Schedule
Subject to the provisions of the Agreement and this Amendment the
Seller will have the A318 Aircraft ready for delivery at Airbus
Germany's (formerly known as Daimler-Chrysler) works near Hamburg,
Germany, and the Buyer will accept the same as scheduled below:
YEAR OF MONTH OF NUMBER OF
DELIVERY DELIVERY AIRCRAFT
-------- -------- --------
[*] [*] [*]
[*] [*]
[*] [*]
[*] [*]
[*] [*]
[*] [*]
[*] [*]
[*] [*]
[*] [*] [*]
[*] [*]
[*] [*]
[*] [*]
[*] [*]
[*] [*]
TOTAL 15
The Seller will, no earlier than [*] provide the Buyer with the [*] A318
Aircraft will be tendered for delivery to the Buyer in a condition which
is "ready for delivery" as set forth in Subclause 9.3 of the Agreement in
accordance with the Agreement as amended by this Amendment. The Seller
shall give the Buyer not less than [*] notice
AWE - A318/A320 AM7 - 6
of the date on which the A318 Aircraft will be tendered for delivery to
the Buyer in a condition which is "ready for delivery" as set forth in
Subclause 9.3 of the Agreement in accordance with the Agreement as amended
by this Amendment.
UNQUOTE
4 - AMENDMENT 7 A319 AIRCRAFT
4.1 The Amendment 7 A319 Aircraft will be deemed an Aircraft or an A319
Aircraft (as the context requires) and the Amendment 7 A319 Propulsion
Systems will be deemed Propulsion Systems or A319 Propulsion Systems (as
the situation requires), each as defined under the Agreement for all
definitional purposes but only for the purpose of the following
provisions, exhibits and letter agreements.
A. Main Agreement Provisions Applicable to the Amendment 7 A319
Aircraft
(i) Clause 1, as amended by Amendment 3.
(ii) Subclauses 2.1 and 2.3
(iii) Clause 3
(iv) Subclauses 4.4 and 4.5
(v) Clauses 5, 6, 7 and 8
(vi) Subclauses 9.3, 9.4, 9.5 (except that reference to Subclause
9.1 therein shall refer to the applicable Amendment 7 Firm
A319 Delivery Schedule under this Amendment) and 9.6
(vii) Clauses 10, 11, 12 and 13
(viii) Clause 14, except that the first sentence of Subclause 14.5.1
is replaced by the following sentence: "Unless otherwise
specifically stated, revision service will be offered [*]
(ix) Clause 15, [*]
(x) Clauses 16 and 17
(xi) Clause 18 (except that reference to Clause 9 shall mean the
Amendment 7 Firm A319 Aircraft Delivery Schedule under this
Amendment and that reference to Exhibits B1 and B2 shall mean
Exhibit B-3 of this Amendment.
(xii) Clauses 19, 20, 21 and 22
B. Exhibits to the Agreement Applicable to the Amendment 7 A319
Aircraft
(i) Exhibit C
(ii) Exhibit F
(iii) Exhibit G, of Amendment 3 to the Agreement
C. Letter Agreements to the Agreement Applicable to the Amendment 7
A319 Aircraft
AWE - A318/A320 AM7 - 7
(i) Letter Agreement No. 1, provided however, that the term "first
Aircraft" as set forth in Subparagraph 5.2.5 [*] of Letter
Agreement No. 1 will mean the first Aircraft delivered under
the Agreement.
(ii) [*]
(iii) Letter Agreement No. 4, as amended and restated hereby.
(iv) Paragraph 5 of Letter Agreement No. 5, excluding Subparagraph
5.1.2.
(v) Letter Agreement No. 6, [*]
(vi) Letter Agreement No. 8.
(vii) Letter Agreement No. 10, [*]
4.2 The following specific additional provisions will apply to the
Amendment 7 A319 Aircraft:
A.1 Sale and Purchase
Intentionally Left Blank
A.2 Specification
The Amendment 7 A319 Aircraft will be manufactured in accordance
with the A319-100 Standard Specification Document No. J.000.01000,
Issue 4, Revision 1 dated April 30, 2001 (the "Amendment 7 A319
Standard Specification" which is annexed hereto as Exhibit A-3), as
modified by the SCNs listed in Exhibit B-3 to this Amendment and as
may be further modified from time to time, pursuant to the
provisions of Clause 3 of the Agreement, with an MTOW of 75.5 tonnes
(the "Amendment 7 A319 Specification").
A.3 Base Price
A.3.1 Base Price of the Amendment 7 A319 Aircraft
The "Base Price" of each Amendment 7 A319 Aircraft is the sum of:
(i) the Base Price of the Amendment 7 A319 Airframe, and
(ii) the Base Price of the Amendment 7 A319 Propulsion
Systems.
A.3.2 Base Price of the Amendment 7 A319 Airframe
A.3.2.1 The Base Price of the Amendment 7 A319 Airframe, as defined in
the Amendment 7 A319 Standard Specification set forth in
Exhibit A-3 to this Amendment (excluding the Amendment 7 A319
Propulsion
AWE - A318/A320 AM7 - 8
Systems), and including the SCNs set forth in Exhibit B-3 to
this Amendment is:
US $[*]
(Dollars - [*]
A.3.2.2 The Base Price of the Amendment 7 A319 Airframe is quoted in
delivery conditions prevailing in January 2003 and will be
escalated up to the actual date of delivery of such Amendment
7 A319 Aircraft in accordance with the Amendment 7 Airframe
Price Revision Formula as set forth in Exhibit D-2 to this
Amendment.
A.3.3 Base Price of the Amendment 7 A319 Propulsion Systems
The Base Price of the Amendment 7 A319 Propulsion Systems, at
delivery conditions prevailing in January 2003 is:
US $[*]
(Dollars - $[*]
The Amendment 7 A319 Propulsion Systems Base Price has been
calculated with reference to the V2524-A5 reference price for
two engines indicated by International Aero Engines of US [*]
in accordance with economic conditions prevailing in January
2001 (the "V2524-A5 Reference Price").
The V2524-A5 Reference Price is subject to adjustment to the
date of delivery of the Amendment 7 A319 Aircraft in
accordance with the International Aero Engines Price Revision
Formula set forth in Exhibit E to this Amendment.
A.3.4 Final Contract Price
The Final Contract Price of an Amendment 7 A319 Aircraft will
be the sum of:
(i) the Base Price of the Amendment 7 A319 Airframe
constituting a part of such Amendment 7 A319 Aircraft,
as adjusted to the date of delivery of such Amendment 7
A319 Aircraft in accordance with Subparagraph 4.2.A.3.2
above to this Amendment;
(ii) the price (as of delivery conditions prevailing in
January 2003) of any SCNs constituting a part of such
Amendment 7 A319 Aircraft that are entered into pursuant
to Clause 3 after the date
AWE - A318/A320 AM7 - 9
of execution of this Amendment, is quoted at delivery
conditions prevailing in January 2003 and will be
escalated up to the actual date of delivery of such
Amendment 7 A319 Aircraft in accordance with the
Amendment 7 Aircraft Price Revision Formula as set forth
in Exhibit D-2 to this Amendment;
(iii) the V2524-A5 Reference Price of the installed Amendment
7 A319 Propulsion Systems constituting a part of such
Amendment 7 A319 Aircraft, as adjusted to the date of
delivery of such Amendment 7 A319 Aircraft in accordance
with Subparagraph 4.2.A.3.3 above to this Amendment; and
(iv) any other amount resulting from any other provisions of
this Agreement as amended and/or any other written
agreement between the Buyer and the Seller relating to
the Amendment 7 A319 Aircraft and specifically making
reference to the Final Contract Price of an Amendment 7
A319 Aircraft.
A.4 Amendment 7 A319 Aircraft Predelivery Payments
The Predelivery payments for the Amendment 7 A319 Aircraft are as
set forth in amended and restated Letter Agreement No. 4 hereto.
A.5 Amendment 7 A319 Aircraft Purchase Incentives
Purchase incentives related to Amendment 7 A319 Aircraft are set
forth in Letter Agreement No. 3 to this Amendment.
A.6 Amendment 7 Firm A319 Aircraft Delivery Schedule
NUMBER
YEAR OF MONTH OF OF
DELIVERY DELIVERY AIRCRAFT
-------- -------- --------
[*] [*] [*]
[*] [*]
[*] [*] [*]
[*] [*]
[*] [*]
[*] [*] [*]
TOTAL 8
AWE - A318/A320 AM7 - 10
A.7 Amendment 7 A319 Aircraft Order Flexibility
Order Flexibility related to Amendment 7 A319 Aircraft is set forth
in Letter Agreement No. 2 to this Amendment.
A.8 Amendment 7 A319 Aircraft Training and Product Support Matters
Intentionally Left Blank
A.9 Amendment 7 A319 Aircraft Performance Guarantees
Intentionally Left Blank
A.10 [*]
[*]
5 - AMENDMENT 7 A320 AIRCRAFT
5.1 The Amendment 7 A320 Aircraft will be deemed an Aircraft or an A320
Aircraft (as the context requires) and the Amendment 7 A320 Propulsion
Systems will be deemed Propulsion Systems or A320 Propulsion Systems (as
the situation requires), each as defined under the Agreement for all
definitional purposes but only for the purposes of the following
provisions, exhibits and letter agreements.
A. Main Agreement Provisions Applicable to the Amendment 7 A320
Aircraft
(i) Clause 1, as amended by Amendment 3
(ii) Subclauses 2.1 and 2.3
(iii) Clause 3
(iv) Subclauses 4.4 and 4.5
(v) Clauses 5, 6, 7 and 8
(vi) Subclauses 9.3, 9.4, 9.5 (except the reference to Subclause
9.2 shall be deemed to be reference to the applicable
Amendment 7 Firm A320 Delivery Schedule under this Amendment)
and 9.6
(vii) Clauses 10, 11, 12 and 13
(viii) Clause 14, except that the first sentence of Subclause 14.5.1
is replaced by the following sentence: "Unless otherwise
specifically stated, revision service will be offered [*]
(ix) Clause 15, [*]
(x) Clauses 16 and 17
(xi) Clause 18 (except that reference to Clause 9 shall mean the
Amendment 7 Firm A320 Aircraft delivery schedule under this
Amendment and that
AWE - A318/A320 AM7 - 11
reference to Exhibits B1 and B2 shall mean Exhibit B-4 of
this Amendment.
(xii) Clauses 19, 20, 21 and 22
B. Exhibits to the Agreement Applicable to the Amendment 7 A320
Aircraft
(i) Exhibit C
(ii) Exhibit F
(iii) Exhibit G, of Amendment No. 3 to the Agreement.
C. Letter Agreements to the Agreement Applicable to the Amendment 7
A320 Aircraft
(i) Letter Agreement No. 1, provided however, that the term
"first Aircraft" as set forth in Subparagraph 5.2.5 [*] of
Letter Agreement No. 1 will mean the first Aircraft delivered
under the Agreement.
(ii) [*]
(iii) Letter Agreement No. 4, as amended and restated hereby.
(iv) Paragraph 5 of Letter Agreement No. 5 excluding Subparagraph
5.1.2.
(v) Letter Agreement No. 6, [*]
(vi) Letter Agreement No. 7.
(vii) Letter Agreement No. 9 [*]
5.2 The following specific additional provisions will apply to the Amendment 7
A320 Aircraft:
A.1 Sale and Purchase
Intentionally Left Blank
A.2 Specification
The Amendment 7 A320 Aircraft will be manufactured in accordance
with the A320-200 Standard Specification Document No. D.000.02000,
Issue 5, Revision 1 dated April 30, 2001 (the "Amendment 7 A320
Standard Specification" which is annexed hereto as Exhibit A-4), as
modified by the SCNs listed in Exhibit B-4 to this Amendment and as
may be further modified from time to time, pursuant to the
provisions of Clause 3 of the Agreement, with an MTOW of 77 tonnes
(the "Amendment 7 A320 Specification").
A.3 Base Price
A.3.1 Base Price of the Amendment 7 A320 Aircraft
The "Base Price" of each Amendment 7 A320 Aircraft is the sum of:
AWE - A318/A320 AM7 - 12
(i) the Base Price of the Amendment 7 A320 Airframe, and
(ii) the Base Price of the Amendment 7 A320 Propulsion
Systems.
A.3.2 Base Price of the Amendment 7 A320 Airframe
A.3.2.1 The Base Price of the Amendment 7 A320 Airframe, as defined in
the Amendment 7 A320 Standard Specification set forth in
Exhibit A-4 to this Amendment (excluding the Amendment 7 A320
Propulsion Systems), and including the SCNs set forth in
Exhibit B-4 to this Amendment is:
US $[*]
(Dollars - [*]
A.3.2.2 The Base Price of the Amendment 7 A320 Airframe is quoted in
delivery conditions prevailing in January 2003 and will be
escalated up to the actual date of delivery of such Amendment
7 A320 Aircraft in accordance with the Amendment 7 Airframe
Price Revision Formula as set forth in Exhibit D-2 to this
Amendment.
A.3.3 Base Price of the Amendment 7 A320 Propulsion Systems
The Base Price of the Amendment 7 A320 Propulsion Systems at
delivery conditions prevailing in January 2003 is:
US $[*]
(Dollars - [*]
The Amendment 7 A320 Propulsion Systems Base Price has been
calculated with reference to the V2527-A5 reference price for
two engines indicated by International Aero Engines of US $[*]
in accordance with economic conditions prevailing in January
2001 (the "V2527-A5 Reference Price").
The V2527-A5 Reference Price is subject to adjustment to the
date of delivery of the Amendment 7 A320 Aircraft in
accordance with the International Aero Engines Price Revision
Formula set forth in Exhibit E to this Amendment.
AWE - A318/A320 AM7 - 13
A.3.4 Final Contract Price
The Final Contract Price of an Amendment 7 A320 Aircraft will
be the sum of:
(i) the Base Price of the Amendment 7 A320 Airframe
constituting a part of such Amendment 7 A320 Aircraft,
as adjusted to the date of delivery of such Amendment 7
A320 Aircraft in accordance with Subparagraph 5.2.A.3.2
above to this Amendment;
(ii) the price (as of delivery conditions prevailing in
January 2003) of any SCNs constituting a part of such
Amendment 7 A320 Aircraft that are entered into pursuant
to Clause 3 after the date of execution of this
Amendment, is quoted at delivery conditions prevailing
in January 2003 and will be escalated up to the actual
date of delivery of such Amendment 7 A320 Aircraft in
accordance with the Amendment 7 Aircraft Price Revision
Formula as set forth in Exhibit D-2 to this Amendment;
(iii) the V2527-A5 Reference Price of the installed Amendment
7 A320 Propulsion Systems constituting a part of such
Amendment 7 A320 Aircraft, as adjusted to the date of
delivery of such Amendment 7 A320 Aircraft in accordance
with Subparagraph 5.2.A.3.3 above to this Amendment; and
(iv) any other amount resulting from any other provisions of
this Agreement as amended and/or any other written
agreement between the Buyer and the Seller relating to
the Amendment 7 A320 Aircraft and specifically making
reference to the Final Contract price of an Amendment 7
A320 Aircraft.
A.4 Amendment 7 A320 Aircraft Predelivery Payments
The Predelivery payments for the Amendment 7 A320 Aircraft are as
set forth in amended and restated Letter Agreement No. 4 hereto.
A.5 Amendment 7A320 Aircraft Purchase Incentives
Purchase incentives related to Amendment 7 A320 Aircraft are set
forth in Letter Agreement No. 3 to this Amendment.
AWE - A318/A320 AM7 - 14
A.6 Amendment 7 A320 Aircraft Delivery Schedule
YEAR OF MONTH OF NUMBER OF
DELIVERY DELIVERY AIRCRAFT
-------- -------- --------
[*] [*] [*]
[*] [*] [*]
[*] [*]
[*] [*]
[*] [*]
[*] [*]
[*] [*]
[*] [*]
TOTAL 10
A.7 Amendment 7 A320 Aircraft Order Flexibility
Order Flexibility related to Amendment 7 A320 Aircraft is set forth
in Letter Agreement No. 2 to this Amendment.
A.8 Amendment 7 A320 Aircraft Training and Product Support Matters
Intentionally Left Blank
A.9 Amendment 7 A320 Aircraft Performance Guarantees
Intentionally Left Blank
A.10 [*]
[*]
6 - AMENDMENT 7 A321 AIRCRAFT
6.1 The Amendment 7 A321 Aircraft will be deemed an Aircraft as defined under
the Agreement and the Amendment 7 A321 Propulsion Systems will be deemed
Propulsion Systems or A321 Propulsion Systems (as the situation requires),
each as defined in the Agreement for all definitional purposes but only
for the purposes of the following provisions, exhibits and letter
agreements; provided however, in cases where the Agreement specifically
refers to the A319 Aircraft in those provisions, such term will be deemed
to also include the Amendment 7 A321 Aircraft.
AWE - A318/A320 AM7 - 15
A. Main Agreement Provisions Applicable to the Amendment 7 A321
Aircraft
(i) Clause 1, as amended by Amendment 3
(ii) Subclauses 2.1 and 2.3
(iii) Clause 3 (except that the terms Standard Specification and
Specification shall refer to the Amendment 7 A321 Standard
Specification and Amendment 7 A321 Specification,
respectively)
(iv) Subclauses 4.4 and 4.5
(v) Clauses 5, 6, 7 and 8
(vi) Subclauses 9.3, 9.4, 9.5 (except the reference to Subclause
9.1 therein shall be a deemed to include the applicable
Amendment 7 A321 Aircraft Delivery Schedule under this
Amendment, if any) and 9.6
(vii) Clauses 10, 11, 12 and 13
(viii) Clause 14, except that the first sentence of Subclause 14.5.1
is replaced by the following sentence: "Unless otherwise
specifically stated, revision service will be offered [*]
(ix) Clause 15, [*] (x) Clauses 16 and 17
(xi) Clause 18 (except that reference to Clause 9 shall mean the
Amendment 7 A321 Aircraft delivery schedule under this
Amendment and that reference to Exhibits B1 and B2 shall mean
Exhibit B-2 of this Amendment
(xii) Clauses 19, 20, 21 and 22
B. Exhibits to the Agreement Applicable to the Amendment 7 A321
Aircraft
(i) Exhibit C
(ii) Exhibit F
(iii) Exhibit G, of Amendment No. 3 to the Agreement.
C. Letter Agreements to the Agreement Applicable to the Amendment 7
A321 Aircraft
(i) Letter Agreement No. 1, provided however, that the term
"First Aircraft" as set forth in Subparagraph 5.2.5 [*] of
Letter Agreement No. 1 will mean the first Aircraft delivered
under the Agreement.
(ii) [*]
(iii) Letter Agreement No. 4, as amended and restated hereby.
(iv) Paragraph 5 of Letter Agreement No. 5 excluding Subparagraph
5.1.2,
(iv) Letter Agreement No. 6, [*]
6.2 The following specific additional provisions will apply to the Amendment 7
A321 Aircraft:
AWE - A318/A320 AM7 - 16
A.1 Sale and Purchase
Intentionally Left Blank
A.2 Specification
The Amendment 7 A321 Aircraft will be manufactured in accordance
with the A321-200 Standard Specification Document No. E.000.02000,
Issue 2, Revision 1 dated April 30, 2001 (the "Amendment 7 A321
Standard Specification" which is annexed hereto as Exhibit A-2), as
modified by the SCNs listed in Exhibit B-2 to this Amendment and as
may be further modified from time to time, pursuant to the
provisions of Clause 3 of the Agreement, with an MTOW of 93 tonnes
with two (2) Additional Center Tanks (ACTS), [*]
A.3 Base Price
A.3.1 Base Price of the Amendment 7 A321 Aircraft
The "Base Price" of each Amendment 7 A321 Aircraft is the sum of:
(i) the Base Price of the Amendment 7 A321 Airframe, and
(ii) the Base Price of the Amendment 7 A321 Propulsion
Systems.
A.3.2 Base Price of the Amendment 7 A321 Airframe
A.3.2.1 The Base Price of the Amendment 7 A321 Airframe, as defined in
the Amendment 7 A321 Standard Specification set forth in
Exhibit A-2 to this Amendment (excluding the Amendment 7 A321
Propulsion Systems), but including two (2) ACTS, and the SCNs
set forth in Exhibit B-2 to this Amendment is:
US $[*]
(Dollars - [*]
A.3.2.2 The Base Price of the Amendment 7 A321 Airframe is quoted in
delivery conditions prevailing in January 2003 and will be
escalated up to the actual date of delivery of such Amendment
7 A321 Aircraft in accordance with the Amendment 7 Airframe
Price Revision Formula as set forth in Exhibit D-2 to this
Amendment.
A.3.3 Base Price of the Amendment 7 A321 Propulsion Systems
AWE - A318/A320 AM7 - 17
The Base Price of the Amendment 7 A321 Propulsion Systems, at
delivery conditions prevailing in January 2003 is:
US $[*]
(Dollars - [*]
The V2533-A5 Base Price has been calculated with reference to
the V2533-A5 reference price for two engines indicated by
International Aero Engines of US $[*] in accordance with
economic conditions prevailing in January 2001 (the "V2533-A5
Reference Price").
The V2533-A5 Reference Price is subject to adjustment to the
date of delivery of the Amendment 7 A321 Aircraft in
accordance with the International Aero Engines Price Revision
Formula set forth in Exhibit E to this Amendment.
A.3.4 Final Contract Price
The Final Contract Price of an Amendment 7 A321 Aircraft will
be the sum of:
(i) the Base Price of the Amendment 7 A321 Airframe
constituting a part of such Amendment 7 A321 Aircraft,
as adjusted to the date of delivery of such Amendment 7
A321 Aircraft in accordance with Subparagraph 6.2.A.3.2
above to this Amendment;
(ii) the Base Price (as of delivery conditions prevailing in
January 2003) of any SCNs constituting a part of such
Amendment 7 A321 Aircraft that are entered into pursuant
to Clause 3 after the date of execution of this
Amendment, is quoted at delivery conditions prevailing
in January 2003 and will be escalated up to the actual
date of delivery of such Amendment 7 A321 Aircraft in
accordance with the Amendment 7 Aircraft Price Revision
Formula as set forth in Exhibit D-2 to this Amendment;
(iii) the V2533-A5 Reference Price of the installed Amendment
7 A321 Propulsion Systems constituting a part of such
Amendment 7 A321 Aircraft, as adjusted to the date of
delivery of such Amendment 7 A321 Aircraft in accordance
with Subparagraph 6.2.A.3.3 above to this Amendment; and
(iv) any other amount resulting from any other provisions of
this Agreement as amended and/or any other written
agreement
AWE - A318/A320 AM7 - 18
between the Buyer and the Seller relating to the
Amendment 7 A321 Aircraft and specifically making
reference to the Final Contract price of an Amendment 7
A321 Aircraft.
A.4 Amendment 7 A321 Aircraft Predelivery Payments
The Predelivery Payments for the Amendment 7 A321 Aircraft are
as set forth in amended and restated Letter Agreement No. 4
hereto.
A.5 Amendment 7 A321 Aircraft Purchase Incentives
Purchase incentives related to Amendment 7 A321 Aircraft are
set forth in Letter Agreement No. 3 to this Amendment.
A.6 Amendment 7 A321 Aircraft Delivery Schedule
Intentionally Left Blank
A.7 Amendment 7 A321 Aircraft Order Flexibility
Order Flexibility related to Amendment 7 A321 Aircraft is set
forth in Letter Agreement No. 2 to this Amendment.
A.8 Amendment 7 A321 Aircraft Training and Product Support Matters
Training and product support matters related to the Amendment
7 A321 Aircraft are set forth in Letter Agreement No. 5 to
this Amendment.
A.9 Amendment 7 A321 Aircraft Performance Guarantees
Within [*] of the Buyer's firm order of Amendment 7 A321
Aircraft, the Seller will provide to the Buyer performance
guarantees in all material respects identical to the A319/A320
Performance Guarantees under the Agreement.
A.10 [*]
[*]
7 - EXHIBITS
For the purposes of the Amendment 7 Aircraft the following Exhibits,
attached hereto, are incorporated into the Agreement and are applicable to
the Amendment 7 Aircraft in accordance with the terms and conditions set
forth in this Amendment:
Exhibit A-2 Amendment 7 A321 Standard Specification
AWE - A318/A320 AM7 - 19
Exhibit A-3 Amendment 7 A319 Standard Specification
Exhibit A-4 Amendment 7 A320 Standard Specification
Exhibit B-2 Amendment 7 A321 Aircraft SCNs
Exhibit B-3 Amendment 7 A319 Aircraft SCNs
Exhibit B-4 Amendment 7 A320 Aircraft SCNs
Exhibit D-2 Amendment 7 Airframe Price Revision Formula
Exhibit E Amendment 7 International Aero Engines Price
Revision Formula
Exhibit H Amended and Restated Technical Publications
8 - EFFECT OF THE AMENDMENT
8.1 This Amendment and the accompanying Letter Agreements contain the entire
agreement between the parties with respect to the subject matter hereof
and supersede any previous understanding, commitments or representations
whatsoever, whether oral or written (including, without limitation, the
Term Sheet dated May 26, 2004 (Reference AVSA 5319.8) between the Buyer
and the Seller).
8.2 The Agreement will be deemed amended to the extent provided in this
Amendment and the accompanying Letter Agreements and, except as
specifically amended hereby, will continue in full force and effect in
accordance with its original terms. Both parties agree that this Amendment
and the accompanying Letter Agreements will constitute an integral,
nonseverable part of the Agreement and be governed by its provisions,
except that if the Agreement and this Amendment have specific provisions
that are inconsistent, the specific provisions contained in this Amendment
will govern.
9 - CONFIDENTIALITY
The Seller and the Buyer (including their employees, agents and advisors)
agree to keep the terms and conditions of this Amendment strictly
confidential, except as required by applicable law or pursuant to legal
process. The Seller and the Buyer will consult prior to any public
disclosure regarding this Amendment; provided, however that, following
execution of this Amendment, Buyer may make such disclosure thereof as may
be required by law or governmental orders, rules or regulations.
10 - GOVERNING LAW
THIS AMENDMENT AND THE AGREEMENTS CONTEMPLATED HEREBY WILL BE GOVERNED BY
AND CONSTRUED AND THE PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE
WITH THE PROVISIONS OF SUBPARAGRAPH 22.3 OF THE AGREEMENT.
AWE - A318/A320 AM7 - 20
IT IS AGREED THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE
INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS AMENDMENT.
AWE - A318/A320 AM7 - 21
If the foregoing correctly sets forth our understanding, please execute
the original and one (1) copy hereof in the space provided below and return a
copy to the Seller.
Very truly yours,
AVSA S.A.R.L.
By: /s/ Xxxxx-Xxxxxx Xxxxx-Xxxxx
Its: AVSA Chief Executive Officer
Accepted and Agreed,
AMERICA WEST AIRLINES, INC.
By: /s/ Xxxxxx X. Xxxx
Its: Vice President and Treasurer
AWE - A318/A320 AM7 - 22
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
CHANGE ORDERS TO AMENDMENT 7 A321 AIRCRAFT
STANDARD SPECIFICATION (SCNS)
All change orders listed in this Exhibit B-2 will be SCNs for the purpose of
Subparagraph 6.2.A.3.2 of the Amendment.
AWE - A318/A320 AM7
Exh B-2 - A321 SCNs EX B - 2 - 1
EXHIBIT B - 2
AMERICA WEST
A321 SCNS
ATA TITLE
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AWE - A318/A320 AM7
Exh X-0 - X000 XXXx XX X - 0 - 0
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AWE - A318/A320 AM7
Exh X-0 - X000 XXXx XX X - 0 - 0
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AWE - A318/A320 AM7
Exh X-0 - X000 XXXx XX X - 0 - 0
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AWE - A318/A320 AM7
Exh B-2 - A321 SCNs EX B - 2 - 5
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.
EXHIBIT B-3
CHANGE ORDERS TO AMENDMENT 7 A319 AIRCRAFT
STANDARD SPECIFICATION (SCNS)
All change orders listed in this Exhibit B-3 will be SCNs for the purpose of
Subparagraph 4.2.A.3.2 of the Amendment.
AWE - A318/A320 AM7
EXH B - 3 - A319 SCNs EXH B - 3 - 1
EXHIBIT B-3
AMERICA WEST
A319 SCNS
ATA TITLE
--- -----
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AWE - A318/A320 AM7
EXH B - 3 - A319 SCNs EXH B - 3 - 2
ATA TITLE
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AWE - A318/A320 AM7
EXH B - 3 - A319 SCNs EXH B - 3 - 3
ATA TITLE
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AWE - A318/A320 AM7
EXH B - 3 - A319 SCNs EXH B - 3 - 4
ATA TITLE
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AWE - A318/A320 AM7
EXH B - 3 - A319 SCNs EXH B - 3 - 5
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.
EXHIBIT B-4
CHANGE ORDERS TO AMENDMENT 7 A320 AIRCRAFT
STANDARD SPECIFICATION (SCNS)
All change orders listed in this Exhibit B-4 will be SCNs for the purpose of
Subparagraph 5.2.A.3.2 of the Amendment.
AWE - A318/A320 AM7
Exh B-4 - A320 SCNs EX B - 4 - 1
EXHIBIT B - 4
AMERICA WEST
A320 SCNS
ATA TITLE
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AWE - A318/A320 AM7
Exh X-0 - X000 XXXx XX X - 0 - 0
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AWE - A318/A320 AM7
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AWE - A318/A320 AM7
Exh B-4 - A320 SCNs EX B - 4 - 5
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.
EXHIBIT D-2
AMENDMENT 7 AIRFRAME PRICE REVISION FORMULA
l. BASE PRICE
The Base Price of the A320 Airframe for the Amendment 7 A320
Aircraft, the Base Price of the A319 Airframe for the Amendment 7
A319 Aircraft and the Base Price of the A321 Airframe for the
Amendment 7 A321 Aircraft are as set forth in the Amendment in
January 2003 delivery conditions and will be escalated to the date
of Aircraft (excluding A318 Aircraft) delivery as set forth in this
Exhibit D-2.
2. BASE PERIOD
The above Base Price has been established in accordance with the
averaged economic conditions prevailing in December 2001, January
2002, February 2002 and corresponding to theoretical delivery
conditions prevailing in January 2003 as defined by [*] index values
indicated in Paragraph 4 of this Exhibit D-2.
The Base Price is subject to adjustment for changes in economic
conditions as measured by data obtained from the US Department of
Labor, Bureau of Labor Statistics, and in accordance with the
provisions of Paragraphs 4 and 5 of this Exhibit D-2.
[*] index values indicated in Paragraph 4 of this Exhibit D-2 will
not be subject to any revision of these indexes.
3. REFERENCE INDEXES
Labor Index: [*]
Material Index: [*]
4 - REVISION FORMULA
[*]
[*]
[*]
[*]
AWE - A318/A320 - AM 7 Exh X-0 - 0
XXXXXXX X-0
[*]
[*]
[*]
[*]
[*]
In determining the Revised Base Price at delivery of the Amendment 7
Aircraft (excluding A318 Aircraft), each quotient will be calculated to
the nearest ten thousandth (4 decimals). If the next succeeding place is
five (5) or more, the preceding decimal place will be raised to the next
higher figure. The final factor will be rounded to the nearest ten
thousandth (4 decimals). After final computation, Pn will be rounded to
the next whole number (0.5 or more rounded to l).
5. GENERAL PROVISIONS
5.1 Substitution of Indexes
In the event that:
(i) the U.S. Department of Labor substantially revises the methodology
of calculation of any of the indexes referred to hereabove, or
(ii) the U.S. Department of Labor discontinues, either temporarily or
permanently, any of the indexes referred to hereabove, or
(iii) the data samples used to calculate any of the indexes referred to
hereabove are substantially changed,
the Seller will select a substitute index.
Such substitute index will reflect as closely as possible the actual
variations of the wages or of the material costs, as the case may be, used
in the calculation of the original index.
AWE - A318/A320 - AM 7 Exh D-2 - 2
EXHIBIT D-2
As a result of this selection of a substitute index, the Seller will make
an appropriate adjustment to its price revision formula, allowing to
combine the successive utilization of the original index and of the
substitute index.
5.2 Final Index Values
The Revised Base Price at the date of Amendment 7 Aircraft (excluding A318
Aircraft) delivery will be final and will not be subject to further
adjustments of any kind and for any reason to the applicable indexes as
published at the date of Amendment 7 Aircraft (excluding A318 Aircraft)
delivery.
AWE - A318/A320 - AM 7 Exh D-2 - 3
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.
EXHIBIT E
AMENDMENT 7 INTERNATIONAL AERO ENGINES
PRICE REVISION FORMULA
1 REFERENCE PERIOD
The Reference Price of a set of two (2) International Aero Engines
V2524-A5 powerplants is as quoted in Paragraph 4.2.A.3.3 to
Amendment 7 to the Agreement. The Reference Price of a set of two
(2) International Aero Engines V2527-A5 powerplants is as quoted in
Paragraph 5.2.A.3.3 to Amendment 7 to the Agreement. The Reference
Price of a set of two (2) International Aero Engines V2533-A5
powerplants is as quoted in Paragraph 6.2.A.3.3 to Amendment 7 to
the Agreement.
This Reference Price is valid for Aircraft delivered [*], and is
subject to adjustment for changes in economic conditions as measured
by data obtained from the US Department of Labor, Bureau of Labor
Statistics, and in accordance with the provisions of Paragraphs 4
and 5 of this Exhibit E to Amendment 7 to the Agreement.
2 REFERENCE PERIOD
The above Reference Price has been established in accordance with
the averaged economic conditions prevailing in June 2000, July 2000,
August 2000 (delivery conditions January 2001), as defined,
according to INTERNATIONAL AERO ENGINES by the [*] index values
indicated in Paragraph 4 of this Exhibit E to Amendment 7 to the
Agreement.
3 INDEXES
Labor Index: [*]
The quarterly value released for a certain month (March, June,
September and December) shall be the one deemed to apply for the two
preceding months.
Index code for access on the Web site of the US Bureau of Labor
Statistics: [*]
Material Index: [*]
[*]
4 REVISION FORMULA
AWE X000/X000 - XX0 Xxx E - 1
EXHIBIT E
[*]
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In determining the Revised Reference Price [*] shall be calculated
to the nearest tenth (1 decimal). Each quotient [*] shall be
calculated to the nearest ten-thousandth (4 decimals). If the next
succeeding place is five (5) or more the preceding decimal place
shall be raised to the next higher figure.
After final computation Pn shall be rounded to the nearest whole
number (0.5 rounds to 1).
5 GENERAL PROVISIONS
5.1 The revised Reference Price at the date of Aircraft Delivery shall
be the final price and shall not be subject to any further
adjustments in the indexes.
5.2 If no final index values are available for any of the applicable
month, the then published preliminary figures shall be the basis on
which the Revised Reference Price shall be computed.
AWE X000/X000 - XX0 Xxx E - 2
EXHIBIT E
5.3 If the US Department of Labor substantially revises the methodology
of calculation or discontinues any of the indexes referred to in
this Attachment I to Exhibit 2, the Seller shall reflect the
substitute for the revised or discontinued index selected by
INTERNATIONAL AERO ENGINES, such substitute index to lead in
application to the same adjustment result, insofar as possible, as
would have been achieved by continuing the use of the original index
as it may have fluctuated had it not been revised or discontinued.
Appropriate revision of the formula shall be made to accomplish this
result.
5.4 Should the above escalation provisions become null and void by
action of the US Government, the price shall be adjusted due to
increases in the costs of labor and material which have occurred
from the period represented by the applicable Reference Price
Indexes to the Fifth (5th), Sixth (6th) and Seventh (7th) months
averaged prior to the scheduled delivery of the applicable Aircraft.
5.5 The Revised Reference Price at delivery of the Aircraft in no event
will be less than the Reference Price defined in Paragraph 4.2.A.3.3
to Amendment 7 to the Agreement for the V2524-A5, in Paragraph
5.2.A.3.3 to Amendment 7 to the Agreement for the V2527-A5, and in
Paragraph 6.2.A.3.3 to Amendment 7 to the Agreement for the
V2533-A5, as applicable.
AWE X000/X000 - XX0 Xxx E - 3
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.
EXHIBIT F
INTENTIONALLY LEFT BLANK
AWE A318/A320 - AM 7 Exh F - 1
EXHIBIT G
INTENTIONALLY LEFT BLANK
AWE A318/A320 - AM 7 Exh G - 1
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.
EXHIBIT H
AMENDED AND RESTATED EXHIBIT H
TECHNICAL PUBLICATIONS
This Exhibit H lists the form, type, quantity and delivery dates for the
Technical Publications to be provided to the Buyer pursuant to Clause 14 of the
Agreement as amended by this Amendment. The term Aircraft used herein shall
refer to Aircraft or Amendment 7 Aircraft under the Agreement, as amended, as
applicable. It is hereby agreed and understood that Technical Publications
listed hereafter will be provided by the Seller to the Buyer under a revision
service format to include the Aircraft as defined under the Agreement and the
Amendment 7 Aircraft as defined under this Amendment. All Technical Publications
in this Exhibit H refer to combined A318/A319/A320/A321 Technical Publications.
Only the following Technical Publications cannot be combined and shall be
provided type specifically for the A319, A320, A321 and the A318 Aircraft:
- Maintenance Facility Planning and Airplane Characteristics
- Flight Manual
- Master Minimum Equipment List
- Weight and Balance Manual
- Component Documentation Status
- Crash Crew Chart
The description of each Technical Publication listed below is provided in the
0000 Xxxxxx Xxxxx Xxxxxxx Customer Services Catalog.
NOMENCLATURE Self-explanatory.
ABBREVIATED DESIGNATION (Abbr) Self-explanatory.
FORM
OL-A ON-LINE through Airbus On-Line Services: Advanced Consultation and
Navigation System
CD-A CD-ROM: Advanced Consultation and Navigation System
CD-P CD-ROM: including PDF - Portable Document Format- Data
D DISKETTE (Floppy Disk)
DD DIGITAL DATA in MS Word format
AWE - X000/X000 - XX0 Xxx H - 1
EXHIBIT H
DVD DVD - Digital Versatile Disk including
P1 PRINTED ONE SIDE. Refers to manuals in paper with print on one (1)
side of the sheets only.
P2 PRINTED BOTH SIDES. Refers to manuals with print on both sides of
the sheets.
SGML STANDARD GENERALIZED XXXX-UP LANGUAGE, which allows further data
processing by the Buyer
TYPE
C CUSTOMIZED. Refers to manuals that are applicable to an individual
Airbus customer/operator fleet or aircraft.
G GENERIC. Refers to manuals that are for all aircraft
types/models/series.
E ENVELOPE. Refers to manuals that are applicable to a whole group of
Airbus customers for a specific aircraft type/model/series.
P PRELIMINARY. Refers to preliminary data or manuals which may consist
of either:
- one-time issue not maintained by revision service, or
- preliminary issues maintained by revision service
until final manual or data delivery, or
- supply of best available data under final format with
progressive completion through revision service.
ATA Manuals established in general compliance with Revision 23 and
digital standards established in general compliance with ATA
Specification 2200 (iSpec 2200), Information Standards for Aviation
Maintenance. Subsequent revisions of the ATA Specification will be
considered.
QUANTITY (Qty) Quantity to be delivered to the Buyer
DELIVERY (Deliv) Delivery refers to scheduled delivery dates and is expressed
in either the number of corresponding days prior to first
Aircraft delivery, or nil (0) corresponding to the first
delivery day.
The number of days indicated shall be rounded up to the next
regular revision release date.
AWE - X000/X000 - XX0 Xxx H - 2
NOMENCLATURE ABBR FORM TYPE ATA QTY DELIV COMMENTS
------------ ---- ---- ---- --- --- ----- --------
OPERATIONAL MANUALS AND DATA
Flight Crew Operating Manual FCOM [*] [*] [*] [*] 90 [*]
FCOM [*] [*] [*] [*] 90 [*]
FCOM [*] [*] [*] [*] 90 [*]
FCOM [*] [*] [*] [*] 90 [*]
Flight Manual FM [*] [*] [*] [*] 0 [*]
Master Minimum Equipment List MMEL [*] [*] [*] [*] 180 [*]
MMEL [*] [*] [*] [*] 180 [*]
MMEL [*] [*] [*] [*] 180
Quick Reference Handbook QRH [*] [*] [*] [*] 90 [*]
Trim Sheet TS [*] [*] [*] 0 [*]
Weight and Balance Manual WBM [*] [*] [*] [*] 0 [*]
Performance Engineer's Programs PEP [*] [*] [*] [*] 90 [*]
PEP [*] [*] [*] [*] 90
Performance Programs Manual PPM [*] [*] [*] [*] 90 [*]
Noise Level Calculation Program NLCP [*] [*] [*] [*] 90
NOMENCLATURE ABBR FORM TYPE ATA QTY DELIV COMMENTS
------------ ---- ---- ---- --- --- ----- --------
MAINTENANCE AND ASSOCIATED MANUALS
Aircraft Maintenance Manual AMM [*] [*] [*] [*] 90 [*]
AMM [*] [*] [*] [*] 90 [*]
AMM [*] [*] [*] [*] 90 [*]
Aircraft Schematics Manual ASM [*] [*] [*] [*] 90 [*]
ASM [*] [*] [*] [*] 90
ASM [*] [*] [*] [*] 90 [*]
Aircraft Wiring Lists AWL [*] [*] [*] [*] 90 [*]
AWL [*] [*] [*] [*] 90
AWL [*] [*] [*] [*] 90 [*]
Aircraft Wiring Manual AWM [*] [*] [*] [*] 90 [*]
AWM [*] [*] [*] [*] 90
AWM [*] [*] [*] [*] 90 [*]
AWE - X000/X000 - XX0 Xxx H - 3
NOMENCLATURE ABBR FORM TYPE ATA QTY DELIV COMMENTS
------------ ---- ---- ---- --- --- ----- --------
MAINTENANCE AND ASSOCIATED MANUALS
Consumable Material List CML [*] [*] [*] [*] 180
Duct Repair Manual DRM [*] [*] [*] [*] 90
Electrical Load Analysis ELA [*] [*] [*] [*] 0 [*]
Electrical Standard Practices Manual ESPM [*] [*] [*] [*] 90 [*]
ESPM [*] [*] [*] [*] 90 [*]
ESPM [*] [*] [*] [*] 90 [*]
Flight Data Recording Parameter FDRPL [*] [*] [*] [*] 90
Library
Fuel Pipe Repair Manual FPRM [*] [*] [*] [*] 90
Illustrated Parts Catalog IPC/ACRT [*] [*] [*] [*] 90 [*]
(Airframe)/Additional Cross
Reference Table IPC/ACRT [*] [*] [*] [*] 90 [*]
IPC/ACRT [*] [*] [*] [*] 90 [*]
Illustrated Parts Catalog (Power PIPC [*] [*] [*] [*] 90 [*]
Plant)
AWE - X000/X000 - XX0 Xxx H - 4
NOMENCLATURE ABBR FORM TYPE ATA QTY DELIV COMMENTS
------------ ---- ---- ---- --- --- ----- --------
MAINTENANCE AND ASSOCIATED MANUALS
Maintenance Planning Document MPD [*] [*] [*] [*] 360 [*]
Maintenance Review Board Report MRBR [*] [*] [*] [*] 360 [*]
STT = SES (Support Equipment Sumary), TEI STT [*] [*] [*] [*] 360 [*]
(Tool Equipment Index) & TEM (Tool
Equipment Manual)
Tool and Equipment Bulletins TEB [*] [*] [*] [*] -
Tool and Equipment Drawings XXX [*] [*] [*] [*] 360 [*]
Engineering Documentation Combined Index EDCI [*] [*] [*] [*] 90 [*]
Trouble Shooting Manual TSM [*] [*] [*] [*] 90 [*]
TSM [*] [*] [*] [*] 90 [*]
TSM [*] [*] [*] [*] 90 [*]
AWE - X000/X000 - XX0 Xxx H - 5
NOMENCLATURE ABBR FORM TYPE ATA QTY DELIV COMMENTS
------------------------------------------------------------------------------------------------
STRUCTURAL MANUALS
Nondestructive Testing Manual NTM [*] [*] [*] [*] 90
Nacelle Structural Repair Manual NSRM [*] [*] [*] 90 [*]
Structural Repair Manual SRM [*] [*] [*] [*] 90 [*]
SRM [*] [*] [*] [*] 90 [*]
OVERHAUL DATA
Component Documentation Status CDS [*] [*] [*] [*] 90 [*]
Component Evolution List CEL [*] [*] [*] [*] - [*]
Component Maintenance Manual -
Manufacturer CMMM [*] [*] [*] [*] 90 [*]
Component Maintenance Manual - Vendor CMMV [*] [*] [*] 90 [*]
Cable Fabrication Manual CFM [*] [*] [*] [*] 90
AWE - X000/X000 - XX0 Xxx H - 6
NOMENCLATURE ABBR FORM TYPE ATA QTY DELIV COMMENTS
--------------------------------------------------------------------------------------------------
ENGINEERING DOCUMENTS
Installation and Assembly Drawings
(Mechanical) IAD [*] [*] [*] [*] 0 [*]
Process and Material Specification PMS [*] [*] [*] [*] 0
Parts Usage (Effectivity) PU [*] [*] [*] [*] 0 [*]
Schedule (Drawing Nomenclature) S [*] [*] [*] [*] 0 [*]
Standards Manual SM [*] [*] [*] [*] 180
Stress Data Analysis [*]
AWE - X000/X000 - XX0 Xxx H - 7
NOMENCLATURE ABBR FORM TYPE ATA QTY DELIV COMMENTS
--------------------------------------------------------------------------------------------------
MISCELLANEOUS PUBLICATIONS
Airplane Characteristics for Airport AMVG [*] [*] [*] [*] 360 [*]
Planning / AC
Maintenance Facility Planning / MFP
Ground Support Equipment Vendor
Information Manual / GSE VIM
ATA 100 INDEX ATI [*] [*] [*] [*] 360
CADETS (Technical Publications Training) CADS [*] [*] [*] [*] 360
Aircraft Recovery Manual ARM [*] [*] [*] [*] 90 [*]
Crash Crew Chart CCC [*] [*] [*] [*] 180 [*]
Cargo Loading System Manual CLS [*] [*] [*] [*] 180 [*]
List of Applicable Publications LAP [*] [*] [*] [*] 90
List of Radioactive and Hazardous Elements LRE [*] [*] [*] [*] 90
Livestock Transportation Manual LTM [*] [*] [*] [*] 90 [*]
Service Bulletins SB [*] [*] [*] [*] 0
Service Information Letters SIL [*] [*] [*] 0 [*]
SIL [*] [*] [*] [*] 0
AWE - X000/X000 - XX0 Xxx H - 8
NOMENCLATURE ABBR FORM TYPE ATA QTY DELIV COMMENTS
---------------------------------------------------------------------------------------------------
MISCELLANEOUS PUBLICATIONS
Supplier Product Support Agreements 2000 SPSA [*] [*] [*] [*] 360 [*]
SPSA [*] [*] [*] [*] 360
Transportability Manual TM [*] [*] [*] [*] 180
Vendor Information Manual VIM [*] [*] [*] [*] 360
VIM [*] [*] [*] [*] 360
AWE - X000/X000 - XX0 Xxx H - 9
APPENDIX A TO
EXHIBIT H
LICENSE FOR USE
OF THE PERFORMANCE ENGINEERING PROGRAMS (PEP)
1. GRANT
The Seller grants to the Buyer the right to use the Performance
Engineering Programs (PEP) in machine-readable form on a single
computer network during the term of this license agreement (the
"License Agreement").
Use of the PEP in readable form shall be limited to one (1) copy.
However, the Buyer may make duplicate copies, provided that they are
either contained in the same network as the original copy, or produced
for checkpoint and restart purposes or made with the consent of the
Seller for a specific need.
2. MERGING
The PEP may be used and adapted in machine-readable form for the
purpose of merging it into other program material of the Buyer, but, on
termination of this License Agreement, the Buyer shall remove the PEP
from the other program material with which it has been merged.
The Buyer agrees to reproduce the copyright and other notices as they
appear on or within the original media on any copies that the Buyer
makes of the PEP.
3. PERSONAL LICENSE
The above described license is personal to the Buyer and its computer
service contractors, nontransferable and nonexclusive.
4. INSTALLATION
It is the Buyer's responsibility to install the PEP and to perform any
mergings and checks. The Seller shall, however, assist the Buyer's
operations engineers in the initial phase following the delivery of the
PEP until such personnel reach the familiarization level required to
make inputs and correlate outputs.
AWE - X000/X000 - XX0 Xxx H - 10
5. PROPRIETARY RIGHTS AND NONDISCLOSURE
5.1 The PEP and the copyright and other proprietary rights of whatever
nature in the PEP are and shall remain with the Seller. The PEP and its
contents are designated as confidential.
5.2 The Buyer undertakes not to disclose the PEP, parts thereof or its
contents to any third party except the Buyer's computer service
provider, without the prior written consent of the Seller. Insofar as
it is necessary to disclose aspects of the PEP to employees, such
disclosure is permitted only for the purpose for which the PEP is
supplied and only to the employee who needs to know the same.
6. CONDITIONS OF USE
6.1 The Seller does not warrant that the PEP shall contain no errors.
However, should the PEP be found to contain any error at delivery of
the PEP, the Buyer shall notify the Seller promptly thereof and the
Seller shall take all proper steps to correct the same at its own
expense.
6.2 The Buyer shall ensure that the PEP is correctly used in appropriate
machines as indicated in the Performance Programs Manual (PPM) and that
staff are properly trained to use the same, to trace and correct
running faults, to restart and recover after fault and to operate
suitable checks for accuracy of input and output.
6.3 It is understood that the PPM is the user's guide of the PEP and that
the Buyer shall undertake to use the PEP in accordance with the PPM.
6.4 The PEP is supplied under the express condition that the Seller shall
have no liability in contract or in tort arising from or in connection
with the Buyer's use of or inability to use the PEP.
7. DURATION
Subject to the Buyer's compliance with the terms of this License
Agreement, the rights under this License Agreement shall be granted to
the Buyer for as long as the Buyer operates an Aircraft to which the
PEP refers.
AWE - X000/X000 - XX0 Xxx H - 11
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.
LETTER AGREEMENT NO. 2
TO AMENDMENT NO. 7
As of July 30, 2004
America West Airlines, Inc.
Phoenix Sky Harbor International Airport
0000 Xxxx Xxx Xxxxxx Xxxxxxxxx
Xxxxxxx, XX 00000
Re: FLEXIBILITY
Dear Ladies and Gentlemen:
In connection with the execution of Amendment No. 7 (the "Amendment")
to the Airbus A319/A320 Purchase Agreement dated as of September 12, 1997, (the
"Agreement") between AVSA S.A.R.L., (the "Seller") and AMERICA WEST AIRLINES,
INC., (the "Buyer"), the Buyer and the Seller have agreed to amend Letter
Agreement No. 2 to Amendment No. 3 to the Agreement, as amended by Amendments 4,
5 and 6, with this Letter Agreement No. 2 to the Amendment (the "Letter
Agreement") to the Amendment. For the purposes of this Letter Agreement only,
the term Aircraft as defined under the Agreement will be deemed to include
Amendment No. 7 Aircraft only. Capitalized terms used herein and not otherwise
defined in this Letter Agreement will have the meanings assigned thereto in the
Agreement or the Amendment. The terms "herein," "hereof" and "hereunder" and
words of similar import refer to this Letter Agreement.
Both parties agree that this Letter Agreement will constitute an
integral, nonseverable part of the Amendment, except that if the Agreement or
the Amendment and this Letter Agreement have specific provisions that are
inconsistent, the specific provisions contained in this Letter Agreement will
govern.
1. Cancellation of Unexercised Option Aircraft and Purchase Right Aircraft
The remaining [*] unexercised Option Aircraft provided in Paragraph 2
of Letter Agreement No. 2 to Amendment No. 3 to the Agreement, as
amended, and the twenty-five (25) Purchase Right Aircraft provided in
Paragraph 3 of Letter Agreement No. 2 to Amendment No. 3 to the
Agreement, as amended, are hereby cancelled and neither party has any
remaining rights or obligations with respect thereto. Paragraph 2 of
Letter
AWE - A318/A320 - LA2-AM7 LA2 - 1
Agreement No. 2 to Amendment No. 3, as amended shall have no further
force and effect with respect to any unexercised Option Aircraft.
Paragraph 3 of Letter Agreement No. 2 to Amendment No. 3, as amended,
is cancelled and shall have no further force and effect.
2. New Purchase Right Aircraft
2.1 The Seller hereby grants to Buyer the right to purchase up to fourteen
(14) New Purchase Right Aircraft, which the Buyer will have the right
to purchase as either an A319, A320 and/or A321 Aircraft for delivery
dates in [*]
2.2 The New Purchase Right Aircraft will remain without reserved delivery
quarters by the Seller [*] until the Buyer requests a delivery date by
written notice to the Seller, such notice also specifying the type of
New Purchase Right Aircraft the Buyer is considering to firmly
purchase. The Seller will then provide in writing within [*], subject
to its industrial and commercial constraints at the time, a delivery
month and year, which will remain subject to prior sale and other
disposition until written confirmation of acceptance from the Buyer and
concurrent payment of a Purchase Right Aircraft Predelivery Payment as
set out in [*] of Letter Agreement No. 4 to the Amendment (upon which
the New Purchase Right Aircraft will be an Amendment 7 Aircraft under
the Agreement).
2.3 In connection with the unexercised Option Aircraft cancelled pursuant
to Paragraph 1, above, the Seller acknowledges to have already received
as of date hereof, from the Buyer Option Fees in the amount of US $[*]
and the Seller and the Buyer agree that such Option Fees will be
credited to the Buyer in increments of [*] against the New Purchase
Right Aircraft Predelivery Payment to be paid by the Buyer to the
Seller upon the exercise of each of the New Purchase Right Aircraft (as
described in [*] of Letter Agreement No. 4 of the Amendment).
2.4 Purchase Incentives for New Purchase Right Aircraft are set forth in
Letter Agreement No. 3 to the Amendment.
3. A318 Aircraft Conversion and Cancellation Rights
At the Buyer's request, the Seller grants the Buyer the right to
convert up to fifteen (15) A318 Aircraft to either an Amendment 7 A319
Aircraft, Amendment 7 A320 Aircraft and/or Amendment 7 A321 Aircraft
(the "Converted A318 Aircraft") or alternately to cancel the A318
Aircraft. The Buyer may exercise such conversion and cancellation
rights as follows:
(i) [*]
(ii) [*]
(iii) [*]
AWE - X000/X000 - XX0-XX0 XX0 - 1
(iv) A Converted A318 Aircraft becomes an Amendment 7 Aircraft upon
conversion.
4. [*]
4.1 [*]
4.2 [*]
QUOTE
2.3 [*]
UNQUOTE
4.3 [*]
5. DELIVERY
Notwithstanding any provisions of the Agreement to the contrary, the
Seller shall not be obligated to deliver to the Buyer more than a total
of [*] (including A318 Aircraft, [*], New Purchase Right Aircraft and
Amendment 7 Aircraft) in any given calendar year. Any provision of the
Agreement, as amended, or of any other agreement between the parties
establishing a lower yearly threshold on the Seller's delivery
obligations shall have no further force or effect.
6. ASSIGNMENT
Notwithstanding any other provision of this Letter Agreement or of the
Agreement, this Letter Agreement 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 6 will be void and of no force or effect.
AWE - X000/X000 - XX0-XX0 XX0 - 2
If the foregoing correctly sets forth our understanding, please execute
the original and one (1) copy hereof in the space provided below and return a
copy to the Seller.
Very truly yours,
AVSA, S.A.R.L.
By: /s/ Xxxxx-Xxxxxx Xxxxx-Xxxxx
Its: AVSA Chief Executive Officer
Accepted and Agreed
AMERICA WEST AIRLINES, INC.
By: /s/ Xxxxxx X. Xxxx
Its: Vice President and Treasurer
AWE - X000/X000 - XX0-XX0 XX0 - 3
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.
LETTER AGREEMENT NO. 3
TO AMENDMENT NO. 7
As of July 30, 2004
America West Airlines, Inc.
Phoenix Sky Harbor International Airport
0000 Xxxx Xxx Xxxxxx Xxxxxxxxx
Xxxxxxx, XX 00000
Re: PURCHASE INCENTIVES
Dear Ladies and Gentlemen:
In connection with the execution of Amendment No. 7 (the "Amendment ")
to the Airbus A319/A320 Purchase Agreement dated as of September 12, 1997 (the
"Agreement"), between AVSA S.A.R.L., (the "Seller") and AMERICA WEST AIRLINES,
INC., (the "Buyer"), the Buyer and the Seller have agreed to set forth in this
Letter Agreement No. 3 (the "Letter Agreement") certain additional terms and
conditions regarding the sale of the Amendment 7 Aircraft. Capitalized terms
used herein and not otherwise defined in this Letter Agreement will have the
meanings assigned thereto in the Agreement as amended by this Amendment. The
terms "herein," "hereof" and "hereunder" and words of similar import refer to
this Letter Agreement.
Both parties agree that this Letter Agreement will constitute an
integral, nonseverable part of the Amendment, except that if the Agreement or
the Amendment and this Letter Agreement have specific provisions that are
inconsistent, the specific provisions contained in this Letter Agreement will
govern. [*]
1. [*] CREDIT MEMORANDA AND PURCHASE INCENTIVES
1.1 [*] Credit Memorandum
The Seller will provide to the Buyer a credit memorandum in the amount
of US $[*]
1.2 [*] Credit Memorandum
AWE - A318/A319 - XX0 XX0 - 1
The Seller will provide to the Buyer a credit memorandum in the amount
of US $[*]
1.3 [*] Credit Memorandum
The Seller will provide to the Buyer a [*] credit memorandum in an
amount of US $[*]
1.4 [*] Credit Memorandum
The Seller will provide to the Buyer an [*] credit memorandum in the
amount of US $[*]
1.5 [*] Credit Memorandum
The Seller will provide to the Buyer an [*] credit memorandum in the
amount of US $[*]
1.6 [*]
[*] the Seller will provide to the Buyer a [*] credit in the form of a
[*] [*] credit memorandum in the amount of US $ [*]
1.7 [*] Credit Memorandum
The Seller will provide to the Buyer a [*] credit memorandum in the
amount of US $[*]
1.8 [*] Credit Memorandum
The Seller will provide to the Buyer a [*] credit memorandum in the
amount of US $[*]
1.9 [*]
1.10 Application of the [*] Credit Memoranda
1.10.1 [*]
1.10.2 [*]
1.11. [*] Credit Memorandum
1.11.1 The Seller will provide to the Buyer a [*] credit memorandum [*]
1.11.2 [*]
1.11.3 [*]
AWE - A318/A319 - XX0 XX0 - 2
1.12 [*] Credit Memorandum
[*]
[*]
2. [*] CREDIT MEMORANDA AND PURCHASE INCENTIVES
2.1 [*] Credit Memorandum
The Seller will provide to the Buyer a credit memorandum in the amount
of US $[*]
2.2 [*] Credit Memorandum
The Seller will provide to the Buyer a [*] credit memorandum in the
amount of US $[*]
2.3 [*] Credit Memorandum
The Seller will provide to the Buyer a [*] credit memorandum in an
amount of US $[*]
2.4 [*] Credit Memorandum
The Seller will provide to the Buyer an [*] credit memorandum in the
amount of US $[*]
2.5 [*]
[*], the Seller will provide to the Buyer a [*] credit memorandum in
the amount of US $[*]
2.6 [*] Credit Memorandum
The Seller will provide to the Buyer a [*] credit memorandum in the
amount of US $[*]
2.7 [*] Credit Memorandum
The Seller will provide to the Buyer a [*] credit memorandum in the
amount of US $[*]
2.8 [*]
2.9 Application of the [*] Credit Memoranda
2.9.1 [*]
AWE - A318/A319 - XX0 XX0 - 3
2.9.2 [*]
2.10. [*] Credit Memorandum
2.10.1 The Seller will provide to the Buyer a [*] credit memorandum [*] in the
amount of US $[*]
2.10.2 [*]
2.10.3 [*]
2.11 [*] Credit Memorandum
[*]
[*]
3. [*] CREDIT MEMORANDA AND PURCHASE INCENTIVES
3.1 [*] Credit Memorandum
The Seller will provide to the Buyer a credit memorandum in the amount
of US $[*]
3.2 [*] Credit Memorandum
The Seller will provide to the Buyer a [*] credit memorandum in an
amount of US $[*]
3.3 [*] Credit Memorandum
The Seller will provide to the Buyer an [*] credit memorandum in the
amount of US $[*]
3.4 [*]
[*] set out in [*] of Letter Agreement No. 5 to Amendment No. 3 to the
Agreement, which is hereby cancelled with respect to the [*] the Seller
will provide to the Buyer a [*] credit in the form of a [*]
3.5 [*] Credit Memorandum
The Seller will provide to the Buyer a [*] credit memorandum in the
amount of US $[*]
3.6 [*] Credit Memorandum
AWE - A318/A319 - XX0 XX0 - 4
The Seller will provide to the Buyer a [*] credit memorandum in the
amount of US $[*]
3.7 [*]
3.8 Application of the [*] Credit Memoranda
[*]
3.9 [*] Credit Memorandum
3.9.1 The Seller will provide to the Buyer a [*] credit memorandum [*] in the
amount of $[*]
3.9.2 [*]
3.10 [*] Credit Memorandum
[*]
3.11 [*] Credit Memorandum
[*]
[*]
4. [*] CREDIT MEMORANDUM APPLICABLE TO CERTAIN AIRCRAFT
4.1 The Seller will provide to the Buyer upon delivery of each [*]
delivered to the Buyer up to an aggregate total maximum of [*] which
have delivered [*] a further credit memorandum in an amount equal to US
$[*]
4.2 [*]
4.3 [*]
4.4 If the Buyer enters into a [*] of at least [*] for a new [*] aircraft
on or before the [*], as defined in [*] of Letter Agreement No. 2, the
maximum quantity of aircraft specified in Subparagraph 4.1 above shall
be immediately amended and modified to read [*]
5. [*] CREDIT MEMORANDUM
5.1 The Seller will provide to the Buyer a [*] credit memorandum in the
amount of US $[*]
5.2 [*]
AWE - A318/A319 - XX0 XX0 - 5
5.3 [*]
6. [*]CREDIT MEMORANDUM [*]
The Seller will provide to the Buyer upon delivery of each [*] a [*]
credit memorandum in the amount of US $[*]
7. [*] CREDIT MEMORANDUM
7.1 The Seller will provide, upon delivery of each of up to [*] to the
Buyer, a credit memorandum equal to US $[*]
7.2 [*]
7.3 [*]
8. [*]
[*]
(i) [*]
(ii) [*]
(iii) [*]
[*]
9. [*]
9.1 [*]
9.2 [*]
10. THE SELLER CREDIT MEMORANDA UNDER LETTER AGREEMENT NO. 3 TO AMENDMENT
NO. 3
10.1 [*]
[*]
10.2 [*]
[*]
AWE - A318/A319 - XX0 XX0 - 6
10.3 [*] Credit Memorandum
[*]
11. ASSIGNMENT
Notwithstanding any other provision of this Letter Agreement No. 3 to
the Amendment, this Letter Agreement 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 11 will be void and of no force or effect.
AWE - A318/A319 - XX0 XX0 - 7
If the foregoing correctly sets forth our understanding, please execute
the original and one (1) copy hereof in the space provided below and return a
copy to the Seller.
Very truly yours,
AVSA, S.A.R.L.
By: /s/ Xxxxx-Xxxxxx Xxxxx-Xxxxx
Its: AVSA Chief Executive Officer
Accepted and Agreed
AMERICA WEST AIRLINES, INC.
By: /s/ Xxxxxx X. Xxxx
Its: Vice President and Treasurer
AWE - A318/A319 - XX0 XX0 - 8
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.
LETTER AGREEMENT NO. 4 TO AMENDMENT NO. 7
(AMENDED AND RESTATED LETTER
AGREEMENT NO. 4 TO THE AGREEMENT)
As of July 30, 2004
America West Airlines, Inc.
Phoenix Sky Harbor International Airport
0000 Xxxx Xxx Xxxxxx Xxxxxxxxx
Xxxxxxx, XX 00000
Re: PREDELIVERY PAYMENTS
Dear Ladies and Gentlemen:
In connection with the execution of Amendment 7 (the "Amendment") to
the Airbus A319/A320 Purchase Agreement dated as of September 12, 1997 (the
"Agreement"), between AVSA S.A.R.L., (the "Seller") and AMERICA WEST AIRLINES,
INC., (the "Buyer"), the Buyer and the Seller have agreed to amend and restate
Letter Agreement No. 4 to the Agreement with this Letter Agreement No. 4 (the
"Letter Agreement") to the Amendment. For the purposes of this Letter Agreement
only, the term Aircraft as defined under the Agreement will be deemed to include
Additional Aircraft and Amendment 7 Aircraft. Capitalized terms used herein and
not otherwise defined in this Letter Agreement will have the meanings assigned
thereto in the Agreement or the Amendment. The terms "herein," "hereof" and
"hereunder" and words of similar import refer to this Letter Agreement.
Both parties agree that this Letter Agreement will constitute an
integral, nonseverable part of the Amendment, except that if the Agreement or
the Amendment and this Letter Agreement have specific provisions that are
inconsistent, the specific provisions contained in this Letter Agreement will
govern.
1. PRIOR AGREEMENTS, PAYMENTS AND [*]
1.1 Old Predelivery Payments
The Seller acknowledges that, as of even date herewith, the Buyer has
paid to the Seller cash Predelivery Payments in accordance with the
1990 Purchase Agreement in the total amount of US $ [*]
1.2 Deposits
AWE - A318/A320 - XX0 XX0 - 1
The Seller acknowledges that prior to the date hereof the Buyer has
paid the Seller cash deposits for the Aircraft as follows (the "Cash
Deposits"):
(i) US $[*]
(ii) US $[*]
(iii) US $[*]
The Cash Deposits were credited into the Prepayment Fund pursuant to
the provisions of Subparagraph 1.3 hereof.
1.3 [*]
[*]
1.4 [*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
2. [*] PREDELIVERY PAYMENTS
AWE - A318/A320 - XX0 XX0 - 1
2.1 [*] predelivery payments [*] have been paid by the Buyer to the Seller
[*]
(i) [*]; and
(ii) [*]
(iii) [*]
(iv) [*]
2.2 [*]
2.2.1 [*]
2.2.2 [*]
2.3 Adjustment of Predelivery Payments
2.3.1 Predelivery Payment [*]
[*]
[*]
2.3.2 [*]
[*]
2.3.3 [*]
[*]
[*]
[*]
[*]
2.3.4 [*]
[*]
2.4 Buyer's Breach of the Agreement
AWE - A318/A320 - XX0 XX0 - 2
Notwithstanding the other provisions of the Agreement or this
Amendment, in the event the Buyer materially breaches its obligations
under the Agreement as amended, [*]
2.5 [*]
[*]
[*]
3. [*]
3.1 [*]
3.2 [*]
3.3 [*]
3.4 [*]
[*]
3.5 [*]
[*]
3.6 [*]
3.6.1 [*]
3.6.2 [*]
3.6.3 [*]
3.6.4 [*]
3.6.4.1 (a) [*]
(b) [*]
3. 6.4.2 (a) [*]
AWE - A318/A320 - AM7 LA4 - 3
(b) [*]
3.6.5 [*]
3.7 [*]
3.8 [*]
3.9 [*]
[*]
4. OTHER MATTERS REGARDING PREDELIVERY PAYMENTS FOR PURCHASE RIGHT
AIRCRAFT
This Paragraph 4 will be for the sake of clarification only.
[*]
5. ASSIGNMENT
Notwithstanding any other provision of this Letter Agreement or of the
Agreement, this Letter Agreement 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.
AWE - A318/A320 - XX0 XX0 - 4
If the foregoing correctly sets forth our understanding, please execute
the original and one (1) copy hereof in the space provided below and return a
copy to the Seller.
Very truly yours,
AVSA, S.A.R.L.
By: /s/ Xxxxx-Xxxxxx Xxxxx-Xxxxx
Its: AVSA Chief Executive Officer
Accepted and Agreed
AMERICA WEST AIRLINES, INC.
By: /s/ Xxxxxx X. Xxxx
Its: Vice President and Treasurer
AWE - A318/A320 - XX0 XX0 - 5
APPENDIX 1
[*]
[*]
[*] [*]
[*]
[*]
[*]
1. [*]
1.1 [*]
(a) [*]
[*]
(b) [*]
[*]
(c) [*]
(d) [*]
1.2 [*]
[*]
1.3 [*]
[*]
1.4 [*]
[*]
AWE - A318/A320 - XX0 XX0 - 6
1.5 [*]
[*]
1.6 [*]
[*]
1.7 [*]
[*]
2. [*]
[*]
2.1 [*]
[*]
2.2 [*]
[*]
2.3 [*]
[*]
2.4 [*]
[*]
(a) [*]
(i) [*]
[*]
(ii) [*]
[*]
(b) [*]
AWE - A318/A320 - XX0 XX0 - 7
[*]
(c) [*]
[*]
2.5 [*]
[*]
2.6 [*]
[*]
(a) [*]
(b) [*]
(c) [*]
(d) [*]
(e) [*]
(f) [*]
(g) [*]
(h) [*]
3. [*]
[*]
4. [*]
4.1 [*]
[*]
4.2 [*]
[*]
AWE - A318/A320 - XX0 XX0 - 8
4.3 [*]
[*]
4.4 [*]
[*]
(a) [*]
(b) [*]
(i) [*]
(ii) [*]
[*]
(c) [*]
4.5 [*]
[*]
[*]
5. [*]
(a) [*]
(b) [*]
(x) [*]
(y) [*]
[*]
(c) [*]
(d) [*]
6. [*]
AWE - A318/A320 - XX0 XX0 - 9
6.1 [*]
[*]
(a) [*]
(b) [*]
(c) [*]
(d) [*]
(i) [*]
(ii) [*]
(iii) [*]
(iv) [*]
(v) [*]
(vi) [*]
6.2 [*]
(i) [*]
(ii) [*]
(iii) [*]
(iv) [*]
(v) [*]
6.3 [*]
[*]
AWE - A318/A320 - XX0 XX0 - 10
6.4 [*]
[*]
6.5 [*]
[*]
6.6 [*]
[*]
7. [*]
[*]
8. [*]
[*]
9. [*]
[*]
10. [*]
[*]
11. [*]
(a) [*]
(b) [*]
(c) [*]
AWE - A318/A320 - AM7 LA4 - 11
IN WITNESS WHEREOF, AMERICA WEST AIRLINES, INC. has caused this [*] to be signed
in its corporate name by its officer thereunto duly authorized, and to be dated
as of the day and year first above written.
AMERICA WEST AIRLINES, INC.
By: /s/ Xxxxxx X. Xxxx
Its: Vice President and Treasurer
AWE - A318/A320 - XX0 XX0 - 30
APPENDIX 2
[*]
[*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
AWE - A318/A320 - XX0 XX0 - 31
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*]
AWE - A318/A320 - XX0 XX0 - 32
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.
LETTER AGREEMENT NO. 5
TO AMENDMENT NO. 7
As of July 30, 2004
America West Airlines, Inc.
Phoenix Sky Harbor International Airport
0000 Xxxx Xxx Xxxxxx Xxxxxxxxx
Xxxxxxx, XX 00000
Re: TRAINING AND OTHER PRODUCT SUPPORT MATTERS
Dear Ladies and Gentlemen:
In connection with the execution of Amendment No. 7 to the Airbus
A319/A320 Purchase Agreement dated as of September 12, 1997, between AVSA
S.A.R.L., (the "Seller") and AMERICA WEST AIRLINES, INC., (the "Buyer"), the
Buyer and the Seller have agreed to set forth in this Letter Agreement No. 5
(the "Letter Agreement") certain additional terms and conditions regarding the
sale of the Amendment 7 Aircraft and the Aircraft and the support of Airbus
aircraft in the Buyer's fleet. Capitalized terms used herein and not otherwise
defined in this Letter Agreement will have the meanings assigned thereto in the
Agreement. The terms "herein," "hereof" and "hereunder" and words of similar
import refer to this Letter Agreement.
Both parties agree that this Letter Agreement will constitute an integral,
nonseverable part of the Amendment, except that if the Agreement or the
Amendment and this Letter Agreement have specific provisions that are
inconsistent, the specific provisions contained in this Letter Agreement will
govern.
The Seller will provide the training services described in this Letter
Agreement on the terms and conditions described herein.
1. [*]
[*]
[*]
(A) [*]
AWE - A318/A320 - AM7 LA 5 - 1
(b)
(b) [*]
(c) [*]
2. AMENDMENT 7 A321 TRAINING
2.1 AMENDMENT 7 A321 FLIGHT AND MAINTENANCE TRAINING AND TRAINING AIDS
The Seller will, upon the Buyer's written request, train or cause to be
trained, not earlier than [*] prior to the scheduled delivery quarter of
the first Amendment 7 A321 Aircraft, for each of the Amendment 7 A321
Aircraft, [*], the following personnel:
(i) the Buyer's ground personnel for a training period of up to [*], and
(ii) up to a total of [*] of [*] for the Buyer's flight crews. In
addition, the Seller will provide to the Buyer with [*]
Such [*] shall be conducted at the Airbus Training Center located in
Miami, Florida ("ATC Miami").
2.2 AMENDMENT 7 A321 TRAINING CONFERENCE
Training courses provided for the Buyer's personnel will be scheduled at
dates mutually agreed during a training conference to be held
approximately twelve (12) months prior to the first Amendment 7 A321
Aircraft delivery. The courses will be scheduled for a minimum number of
participants, to be agreed upon at the training conference,
3. [*]
[*]
4. AOLS/XXXX ACCESS
The Buyer and the Seller agree that Buyer shall be allowed [*] of Airbus
On Line Services/Airbus Industrie Drawing Access (AOLS/XXXX), [*],
pursuant to the [*], provided however, [*], to be agreed upon between
Buyer and Seller.
5. ASSIGNMENT
Notwithstanding any other provision of this Letter Agreement or of the
Agreement, this Letter Agreement 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.
AWE - A318/A320 - AM7 LA 5 - 1
If the foregoing correctly sets forth our understanding, please execute
the original and one (1) copy hereof in the space provided below and return a
copy to the Seller.
Very truly yours,
AVSA, S.A.R.L.
By: /s/ Xxxxx-Xxxxxx Xxxxx-Xxxxx
Its: AVSA Chief Executive Officer
Accepted and Agreed
AMERICA WEST AIRLINES, INC.
By: /s/ Xxxxxx X. Xxxx
Its: Vice President and Treasurer
AWE - A318/A320 - AM7 LA 5 - 2
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.
LETTER AGREEMENT NO. 6
TO AMENDMENT 7
INTENTIONALLY LEFT BLANK
AWE - A318/A320 - AM7 LA 6 - 1
LETTER AGREEMENT NO. 7
TO AMENDMENT 7
INTENTIONALLY LEFT BLANK
AWE - A318/A320 - AM7 LA 7 - 1
LETTER AGREEMENT NO. 8
TO AMENDMENT 7
INTENTIONALLY LEFT BLANK
AWE - A318/A320 - AM7 LA 8 - 1
