Portions of this exhibit have been omitted pursuant to a request for confiden-
tial treatment. The omitted text has been marked with a triple asterisk
("***") and has been filed separately with the Securities and Exchange
Commission.
Amendment No. 4
TO THE A319/A320/A321 PURCHASE AGREEMENT
dated as of October 31, 1997
between
AVSA, S.A.R.L.,
and
US AIRWAYS GROUP, INC.
This Amendment No. 4 (hereinafter referred to as the "Amendment") entered into
as of August 31, 1999, by and between AVSA, S.A.R.L., a societe a
responsabilite limitee organized and existing under the laws of the Republic of
France, having its registered office located at 0, Xxxx Xxxxx Xxxxxxx Xxxxxxxx,
00000 Xxxxxxx, XXXXXX (hereinafter referred to as the "Seller"), and US Airways
Group, Inc., a corporation organized and existing under the laws of the State of
Delaware, United States of America, having its executive offices located at
0000 Xxxxxxx Xxxxx, Xxxxxxxxx, XX 00000, X.X.X. (hereinafter referred to as the
"Buyer") ;
WITNESSETH :
WHEREAS, the Buyer and the Seller entered into an Airbus A319/A320/A321
Purchase Agreement, dated as of October 31, 1997, relating to the sale by the
Seller and the purchase by the Buyer of certain Airbus Industrie A319, A320 and
A321 model aircraft (the "Aircraft"), which agreement, together with all Exhib-
its, Appendices and Letter Agreements attached thereto and as amended by Amend-
ment No. 1 dated as of June 10, 1998, Amendment No. 2 dated as of January 19,
1999, and Amendment No. 3 dated as of March 31, 1999, is hereinafter called the
"Agreement."
WHEREAS, the Buyer wishes to purchase and the Seller is willing to sell
certain Additional Aircraft under the Agreement.
WHEREAS, the Buyer and the Seller agree to certain other amendments to the
Agreement.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS :
1. DEFINITIONS
-----------
Capitalized terms used herein and not otherwise defined in this Amendment
will have the meanings assigned to them in the Agreement. The terms
"herein," "hereof," and "hereunder" and words of similar import refer to
this Amendment.
2. DELIVERY
--------
2.1 In line with the terms of Subparagraph 3.3 of Amendment No. 1, the Seller
has offered and the Buyer has accepted delivery positions for *** Addi-
tional Aircraft that will be firm X000 Xxxxxxxx (xxx "X000 Exercised Firm
Aircraft") and *** Additional Aircraft that will be Reconfirmable A319 Air-
craft (the "A319 Exercised Reconfirmable Aircraft").
2
2.2 Therefore, the delivery schedule set forth in Subclause 9.1 of the Agree-
ment is hereby superseded and replaced by the schedule set forth in Xxxxx-
xxx 1 hereto.
3. PREDELIVERY PAYMENTS
--------------------
The Buyer will pay Predelivery Payments for the A320 Exercised Firm Air-
craft and the A319 Exercised Reconfirmable Aircraft in accordance with the
schedule below, which will be deemed to supersede the schedule in Subclause
6.2.2.2 of the Agreement in respect only of the A320 Exercised Firm Air-
craft and the A319 Exercised Reconfirmable Aircraft.
The Predelivery Payment Reference Price for the A320 Exercised Firm Air-
craft and A319 Exercised Reconfirmable Aircraft will be as set forth in
Letter Agreement No. 11 of the Agreement for A320 Aircraft and A319 Air-
craft, respectively. The Seller will provide the Buyer a detailed schedule
of these Predelivery Payments.
Percentage of the Predelivery
Payment Date Payment Reference Price
------------ ----------------------------------------------
For A320 Exercised Firm For A319 Exercised
Aircraft and For A319 Reconfirmable Aircraft
Exercised Reconfirmable to be delivered under
Under this Amendment in this Amendment in
*** ***
--------------------------------------------------------------------------
*** *** ***
--------------------------------------------------------------------------
3
4. ***
---
4.1 ***
4.2 ***
4.3 ***
5. ***
6. *** RIGHTS
----------
6.1 ***
6.2 ***
6.3 The Conversion Right in Paragraphs 1 and 2 of Letter Agreement No. 4 of
the Agreement will not apply to the A320 Exercised Firm Aircraft.
7. ***
8. EFFECT OF AMENDMENT
-------------------
The Agreement will be deemed to be amended to the extent herein provided,
and, except as specifically amended hereby, will continue in full force and
effect in accordance with its original terms. This Amendment supersedes
any previous understandings, commitments, or representations whatsoever,
whether oral or written, related to the subject matter of this Amendment.
Both parties agree that this Amendment will constitute an integral, nonsev-
erable part of the Agreement, that the provisions of the Agreement are
hereby incorporated herein by reference, and that this Amendment will be
governed by the provisions of the Agreement, except that if the Agreement
and this Amendment have specific provisions that are inconsistent, the spe-
cific provisions contained in this Amendment will govern.
9. ASSIGNMENT
----------
This Amendment and the rights and obligations of the Buyer hereunder will
not be assigned or transferred in any manner without the prior written con-
sent of the Seller, and any attempted assignment or transfer in contraven-
tion of the provisions of this Paragraph 9 will be void and of no force or
effect. Notwithstanding the preceding sentence, the terms of Subclauses
19.5 and 19.6 of the Agreement will apply to this Amendment.
10. GOVERNING LAW
-------------
4
THIS AMENDMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK. THE PERFORMANCE OF THIS AMENDMENT WILL BE
DETERMINED ALSO IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE
PARTIES HEREBY ALSO AGREE THAT THE UNITED NATIONS CONVENTION ON THE
INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS TRANSACTION.
5
If the foregoing correctly sets forth our understanding, please execute
this Amendment in the space provided below, whereupon, as of the date first
above written, this Amendment will constitute part of the Agreement.
Agreed and accepted Yours sincerely,
US AIRWAYS GROUP, INC. AVSA, S.A.R.L.
By: /s/ Xxxxxx X Xxxx By: /s/ Xxxxxxx Lascaux
--------------------------- -------------------
Its: VP - Purchasing & Treasurer Its: Director Contracts
--------------------------- ------------------
6
Appendix 1 to Amendment No. 4
***
7
1
