1
Exhibit 10.32
AMENDMENT NO. 2
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. 2 (hereinafter referred to as the "Amendment") is entered
into as of December 9, 1998, 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
offices 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) attached
thereto 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 Industrie A319-100 and A320-200 model aircraft (the "Aircraft").
WHEREAS, the Buyer and the Seller further agree in this Amendment to revise the
delivery schedule for certain of the Aircraft under the Agreement;
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:
2
1. REVISED DELIVERY SCHEDULE FOR THE A319 AIRCRAFT
The delivery schedule set forth in the table in Sub-paragraph 9.1 of the
Agreement is hereby deleted and replaced in its entirety by the following
delivery schedule and table:
QUOTE
A319 Aircraft No. Month/Year of Delivery A319 Aircraft No. Month/Year of Delivery
----------------- ---------------------- ----------------- ----------------------
1 [***] 12 [***]
2 [***] 13 [***]
3 [***] 14 [***]
4 [***] 15 [***]
5 [***] 16 [***]
6 [***] 17 [***]
7 [***] 18 [***]
8 [***] 19 [***]
9 [***] 20 [***]
10 [***] 21 [***]
11 [***] 22 [***]
UNQUOTE
2. DELIVERY SCHEDULE FOR A320 AIRCRAFT
2.1 Provided that the Seller gives the Buyer written notice of confirmation
of availability no later than January 29, 1999 as set forth below, the
delivery schedule set forth in the table in Sub-paragraph 9.2 of the
Agreement, as previously amended by Amendment N. 1 to
----------
[*] indicates Redacted material
Amdt. 2-2
3
the Agreement dated April 27, 1998, is hereby deleted and replaced in its
entirety by the following delivery schedule and table (the "Revised A320
Schedule"):
QUOTE
A320 Aircraft No. Month/Year of Delivery A320 Aircraft No. Month/Year of Delivery
----------------- ---------------------- ----------------- ----------------------
1 [***] 13 [***]
2 [***] 14 [***]
3 [***] 15 [***]
4 [***] 16 [***]
5 [***] 17 [***]
6 [***] 18 [***]
7 [***] 19 [***]
8 [***] 20 [***]
9 [***] 21 [***]
10 [***] 22 [***]
11 [***] 23 [***]
12 [***] 24 [***]
UNQUOTE
The Seller will send a written notice to the Buyer no later than
January 29, 1999 to advise the Buyer whether the Revised A320 Schedule
above is confirmed or not (the Seller Notice").
2.2 Notwithstanding the provisions relating to time of payment of Paragraph
3 of Letter Agreement No. 4 to the Agreement, the Buyer will [***] on
the [***] the [***] set forth therein for [***] and [***] in the [***]
(as defined in [***] to the [***]) (the [***]
----------
[*] indicates Redacted material
Amdt. 2-3
4
[***] by the [***] to the [***] to be referred to as the "[***]").
2.3 In the event the Seller Notice confirms the Revised A320 Schedule, then
A320 Aircraft No. 21 and No. 22 set forth in such delivery schedule
will be irrevocably and firmly ordered by the Buyer as of the date of
the Seller Notice, and purchased under the terms of the Agreement
applicable to Growth Aircraft [***], as defined in Subparagraph 1.6 of
Letter Agreement No. 2 to the Agreement. A320 Aircraft No. 13 through
20 and No. 23 and No. 24 under the Revised A320 Schedule will then
remain Growth Aircraft subject to the terms of the Agreement and as
modified by the terms of this Amendment. In addition and as of date of
the Seller Notice confirming the Revised A320 Schedule, the parties
will also have no further rights and obligations with respect to [***]
under the Agreement prior to the date hereof.
2.4 In the event the Seller Notice does not confirm the Revised A320
Schedule, then the delivery schedule for A320 Aircraft shall remain
unchanged and as set forth under the Agreement prior to the date of
execution of this Amendment. For clarification purposes, the delivery
schedule for A320 Aircraft under the Agreement prior to the date hereof
is as follows:
A320 Aircraft No. Month/Year of Delivery A320 Aircraft No. Month/Year of Delivery
----------------- ---------------------- ----------------- ----------------------
1 [***] 13 [***]
2 [***] 14 [***]
3 [***] 15 [***]
4 [***] 16 [***]
5 [***] 17 [***]
6 [***] 18 [***]
7 [***] 19 [***]
8 [***] 20 [***]
9 [***] 21 [***]
10 [***] 22 [***]
11 [***] 23 [***]
----------
[*] indicates Redacted material
Amdt. 2-4
5
12 August 2000 24 February 2002
It is hereby agreed and understood that under the immediately preceding
A320 Aircraft delivery schedule (i) A320 Aircraft No. 1 through 12 are
A320 Aircraft (excluding for this purpose the Growth Aircraft)
irrevocably and firmly ordered under the Agreement prior to the
date hereof and (ii) A320 Aircraft No. 13 through 24 are Growth
Aircraft as defined in the Agreement.
In the event the Seller Notice does not confirm the Revised A320
Schedule, the Seller will also return to the Buyer within 5 Working
Days the [***] issued pursuant to Subparagraph 2.2 above and [***] any
[***] that may have [***].
2.5 The Seller hereby [***] set out in Subparagraph 1.6.2 of Letter
Agreement No. 2 [***] above as follows:
(i) The [***] in respect of [***] to be [***] may be
provided by the Buyer by the later of: (a) [***] from
the [***] and (b) [***]; and
(ii) The [***] to be [***] may be provided by the Buyer by
the later of: (a) [***] after [***] and (b) [***].
3. EFFECT OF AMENDMENT
The Agreement will be deemed 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.
4. CONFIDENTIALITY
Subject to any legal or governmental requirements of disclosure, the
parties (which for this purpose will include their employees, agents,
advisors and accountants) will maintain the terms and conditions of
this Amendment and any reports or other data furnished hereunder
strictly confidential. Without limiting the generality of the
foregoing, the Buyer will use its best efforts to limit the disclosure
of the contents of this Amendment to the extent legally permissible in
any filing required to be made by the Buyer with any
----------
[*] indicates Redacted material
Amdt. 2-5
6
governmental agency and will make such applications as will be
necessary to implement the foregoing. With respect to any public
disclosure or filing, the Buyer agrees to submit to the Seller a copy
of the proposed document to be filed or disclosed and will give the
Seller a reasonable period of time in which to review the document. The
Buyer and the Seller will consult with each other prior to the making
of any other public disclosure or filing, permitted hereunder, of this
Amendment or the terms and conditions thereof. The provisions of this
Paragraph 4 will survive any termination of the Agreement.
Amdt. 2-6
7
If the foregoing correctly sets forth our understanding, please
indicate your acceptance by signing in the space provided below.
Agreed an Accepted, Agreed and Accepted,
AMERICA WEST AIRLINES, INC. AVSA, S.A.R.L.
By: /s/ Xxxxxxx Lascaux By: /s/ Xxxxxxx X. Xxxxxxx
------------------------- ------------------------
Its: Its:
Date: December 9, 1998 Date: December 9, 1998
Amdt. 2-7
