January 9, 2001 Mr. Robert L. Johnson Washington, DC 20018-1211 US Airways Group, Inc. Arlington, Virginia 22227 Gentlemen:Memorandum of Understanding • January 11th, 2001 • Ual Corp /De/ • Air transportation, scheduled
Reference is made to that certain Memorandum of Understanding, dated May 23, 2000, as amended, by and among Robert L. Johnson, UAL Corporation and US Airways Group, Inc. (the "Memorandum of Understanding"). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Memorandum of Understanding.
ASSET TRANSFER Memorandum of UnderstandingMemorandum of Understanding • January 11th, 2001 • Ual Corp /De/ • Air transportation, scheduled
Transaction: UAL Corporation (together with its subsidiaries, "UA") and AMR Corporation (together with its subsidiaries, "AA") will enter into a transaction agreement (the "Transaction Agreement") providing for the purchase and sale of certain assets (which may be UA or US Airways assets) and the joint venture and other transactions and arrangements described in this Memorandum of Understanding (collectively, the "Transactions"). To the extent assets described in this Memorandum of Understanding are assets of US Airways, references to UA in relation to such assets will be deemed references to US Airways. From and following the closing of the Transactions, UA will be legally responsible for the performance of all of US Airways' obligations under the Transaction Agreement.
