FORM 10-K/A--Amendment No. 2
ANNUAL REPORT PURSUANT TO SECTION 13
OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
US AIRWAYS GROUP, INC.
(Exact name of registrant as specified in its charter)
State of Incorporation: Delaware
2345 Crystal Drive,
Arlington, Virginia 22227
(Address of principal
executive offices)
(703) 872-5306
(Registrant's telephone number, including area code)
(Commission file number: 1-8444)
(I.R.S. Employer Identification No.: 54-1194634)
US AIRWAYS, INC.
(Exact name of registrant as specified in its charter)
State of Incorporation: Delaware
2345 Crystal Drive,
Arlington, Virginia 22227
(Address of principal
executive offices)
(703) 872-7000
(Registrant's telephone number, including area code)
(Commission file number: 1-8442)
(I.R.S. Employer Identification No.: 53-0218143)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Registrant Title of each class on which registered
US Airways Common Stock New York Stock
Group, Inc. par value $1.00 Exchange
per share (Common Stock)
Indicate by check mark whether the registrants (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports), and (2) have been subject
to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K section 229.405 is not contained herein, and will not
be contained, to the best of the registrants' knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. [X]
The aggregate market value of the voting stock of US Airways Group, Inc.
held by non-affiliates on February 26, 1999 was approximately
$3,691,000,000. On February 26, 1999, there were outstanding approximately
79,088,000 shares of Common Stock and 1,000 shares of common stock of US
Airways, Inc.
The registrant US Airways, Inc. meets the conditions set forth in General
Instructions I(1)(a) and (b) of Form 10-K and is therefore participating in
the filing of this form in the reduced disclosure format permitted by such
Instructions.
Item of Form 10-K Document Incorporated by Reference
Part III, Items 10, 11, Proxy Statement* (excluding
12 and 13 therefrom the subsections
entitled "Human Resources
Committee Report on Executive
Compensation" and "Performance Graph")
* Refers to the definitive Proxy Statement of US Airways Group, Inc., filed
pursuant to Regulation 14A, relating to the Annual Meeting of Stockholders
of US Airways Group, Inc. to be held on May 19, 1999.
EXPLANATORY NOTE
This Annual Report on Form 10-K/A for the fiscal year ended
December 31, 1998 is being filed solely to re-file a new version of Exhibit
10.2 hereto (pursuant to a confidential treatment request filed with the
Securities and Exchange Commission (SEC)) and to amend the list of Exhibits
included herein relating thereto. The 10-K/A constitutes Amendment No. 2 to
US Airways Group Inc.'s (US Airways Group) and US Airways, Inc.'s (US
Airways) Annual Report on Form 10-K for the fiscal year ended December 31,
1998.
Part IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
The following documents are filed as part of this report:
CONSOLIDATED FINANCIAL STATEMENTS
(i) The following consolidated financial statements of US Airways Group,
Inc. are included in Part II, Item 8A of the Form 10-K filed on
March 19, 1999: -Consolidated Statements of Operations for each of
the three years ended December 31, 1998 -Consolidated Balance
Sheets as of December 31, 1998 and 1997 -Consolidated Statements of
Cash Flows for each of the three years ended December 31, 1998
Consolidated Statements of Changes in Stockholders' Equity
(Deficit) for each of the three years ended December 31, 1998
-Notes to Consolidated Financial Statements
(ii) The following consolidated financial statements of US Airways, Inc.
are included in Part II, Item 8B of the Form 10-K filed on March
19, 1999: -Consolidated Statements of Operations for each of the
three years ended December 31, 1998 -Consolidated Balance Sheets as
of December 31, 1998 and 1997 Consolidated Statements of Cash Flows
for each of the three years ended December 31, 1998 Consolidated
Statements of Changes in Stockholder's Equity (Deficit) for each of
the three years ended December 31, 1998 -Notes to Consolidated
Financial Statements
CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
All financial statement schedules have been omitted because they
are not applicable or not required, or because the required information was
either incorporated by reference or included in the financial statements or
notes thereto included in the Form 10-K filed on March 19, 1999.
EXHIBITS
Designation Description
* 3.1 Restated Certificate of Incorporation of US Airways
Group, Inc. (incorporated by reference to Exhibit 3.1
to US Airways Group's Registration Statement on Form
8-B dated January 27, 1983), including the
Certificate of Amendment dated May 13, 1987
(incorporated by reference to Exhibit 3.1 to US
Airways Group's and US Airways, Inc.'s Quarterly
Report on Form 10-Q for the quarter ended March 31,
1987), the Certificate of Increase dated June 30,
1987 (incorporated by reference to Exhibit 3 to US
Airways Group's and US Airways' Quarterly Report on
Form 10-Q for the quarter ended June 30, 1987), the
Certificate of Increase dated October 16, 1987
(incorporated by reference to Exhibit 3.1 to US
Airways Group's and US Airways' Quarterly report on
Form 10-Q for the quarter ended September 30, 1987),
the Certificate of Increase dated August 7, 1989
(incorporated by reference to Exhibit 3.1 to US
Airways Group's Annual Report on Form 10-K for the
year ended December 31, 1989), the Certificate of
Increase dated April 9, 1992 (incorporated by
reference to Exhibit 3.1 to US Airways Group's and US
Airways' Annual Report on Form 10-K for the year
ended December 31, 1992), the Certificate of Increase
dated January 21, 1993 (incorporated by reference to
US Airways Group's and US Airways' Annual Report on
Form 10-K for the year ended December 31, 1992), and
the Certificate of Amendment dated May 26, 1993
(incorporated by reference to Appendix II to US
Airways Group's Proxy Statement dated April 26,
1993); and the Certificate of Ownership and Merger
merging Nameco, Inc. into USAir Group, Inc.
dated February 17, 1997 (incorporated by reference to
Exhibit 3.1 to US Airways Group's Annual Report on
Form 10-K for 1996).
* 3.2 By-Laws of US Airways Group.
* 3.3 Restated Certificate of Incorporation of US Airways
(incorporated by reference to Exhibit 3.1 to US
Airways' Registration Statement on Form 8-B dated
January 27, 1983); and the Certificate of Amendment
to Restated Certificate of Incorporation of USAir,
Inc. dated February 17, 1997 (incorporated by
reference to Exhibit 3.3 to US Airways' Annual Report
on Form 10-K for 1996).
* 3.4 By-Laws of US Airways.
+ 10.1 Purchase agreement dated October 31, 1997 between US
Airways Group and AVSA, S.A.R.L. (AVSA), an affiliate
of aircraft manufacturer Airbus Industrie G.I.E.
(incorporated by reference to Exhibit 10.1 to US
Airways Group's Quarterly Report on Form 10-Q for the
three months ended September 30, 1997) (portions of
this exhibit were omitted pursuant to a request for
confidential treatment filed separately with the
SEC).
10.2 Amendment No. 1 dated June 10, 1998 to purchase
agreement dated October 31, 1997 between US Airways
Group and AVSA (portions of this exhibit have been
omitted pursuant to a request for confidential
treatment and filed separately with the SEC).
* 10.3 Amendment No. 2 dated January 19, 1999 to purchase
agreement dated October 31, 1997 between US Airways
Group and AVSA (portions of this exhibit have been
omitted pursuant to a request for confidential
treatment and filed separately with the SEC).
**10.4 Purchase Agreement dated November 24, 1998 between US
Airways Group and AVSA (portions of this exhibit have
been omitted pursuant to a request for confidential
treatment and filed separately with the SEC).
* 10.5 Incentive Compensation Plan of US Airways Group, Inc.
as amended and restated January 1, 1997 (incorporated
by reference to Exhibit 10.6 to US Airways Group's
Annual Report on Form 10-K for the year ended
December 31, 1997).
* 10.6 US Airways, Inc. Supplementary Retirement Benefit
Plan (incorporated by reference to Exhibit 10.5 to US
Airways Group's Annual Report on Form 10-K for the
year ended December 31, 1989).
* 10.7 US Airways, Inc. Supplemental Executive Defined
Contribution Plan (incorporated by reference to
Exhibit 10.6 to US Airways Group's Annual Report on
Form 10-K for the year ended December 31, 1994).
* 10.8 1998 Pilot Stock Option Plan of US Airways Group,
Inc. (incorporated by reference to Exhibit 10 to US
Airways Group's Quarterly Report on Form 10-Q for the
three months ended September 30, 1998).
* 10.9 1997 Stock Incentive Plan of US Airways Group, Inc.
as amended and restated as of November 18, 1997
(incorporated by reference to Exhibit 10.9 to US
Airways Group's Annual Report on Form 10-K for the
year ended December 31, 1997).
* 10.10 1996 Stock Incentive Plan of US Airways Group, Inc.
as amended and restated as of May 20, 1998
(incorporated by reference to Exhibit 10 to US
Airways Group's Quarterly Report on Form 10-Q for the
three months ended June 30, 1998).
* 10.11 US Airways Group Nonemployee Director Stock Incentive
Plan (incorporated by reference to Exhibit B to US
Airways Group's Proxy Statement dated April 15,
1996).
* 10.12 US Airways Group Nonemployee Director Deferred Stock
Unit Plan (incorporated by reference to Exhibit 10.12
to US Airways Group's Annual Report on Form 10-K for
the year ended December 31, 1997).
* 10.13 Amendment No. 1 dated July 22, 1998 to the US Airways
Group Nonemployee Director Deferred Stock Unit Plan.
* 10.14 Amendment No. 2 dated March 17, 1999 to the US
Airways Group Nonemployee Director Deferred Stock
Unit Plan.
* 10.15 1992 Stock Option Plan of USAir Group (incorporated
by reference to Exhibit A to US Airways Group's Proxy
Statement dated March 31, 1992).
* 10.16 1984 Stock Option and Stock Appreciation Rights Plan
of USAir Group Inc. (incorporated by reference to
Exhibit A to US Airways Group's Proxy Statement dated
March 30, 1984).
* 10.17 Amendment to Employment Agreement between US Airways
and its former Senior Vice President-Finance and
Chief Financial Officer (incorporated by reference to
Exhibit 10.2 to US Airways Group's Quarterly Report
on Form 10-Q for the three months ended September 30,
1997).
* 10.18 Employment Agreement among US Airways Group and US
Airways and the Chairman of both companies.
* 10.19 Employment Agreement among US Airways Group and US
Airways and the President and Chief Executive Officer
of both companies.
* 10.20 Employment Agreement between US Airways and its
Executive Vice President- Corporate Affairs and
General Counsel (incorporated by reference to Exhibit
10.13 to US Airways Group's Annual Report on Form
10-K for the year ended December 31, 1995).
* 10.21 Agreement between US Airways and its Chairman with
respect to certain employment arrangements
(incorporated by reference to Exhibit 10.14 to US
Airways Group's Annual Report on Form 10-K for the
year ended December 31, 1995).
* 10.22 Agreement between US Airways and its President and
Chief Executive Officer with respect to certain
employment arrangements (incorporated by reference to
Exhibit 10.15 to US Airways Group's Annual Report on
Form 10-K for the year ended December 31, 1995).
* 10.23 Agreement between US Airways and its Executive Vice
President- Corporate Affairs and General Counsel with
respect to certain employment arrangements
(incorporated by reference to Exhibit 10.16 to US
Airways Group's Annual Report on Form 10-K for the
year ended December 31, 1995).
* 10.24 Agreement between US Airways and its Senior Vice
President-Planning with respect to certain employment
arrangements.
* 10.25 Employment Agreement between US Airways and its
former Executive Vice President-Human Resources
(incorporated by reference to Exhibit 10.22 to US
Airways Group's Annual Report on Form 10-K for the
year ended December 31, 1995).
* 10.26 Agreement between US Airways and its Chairman
providing supplemental retirement benefits
(incorporated by reference to Exhibit 10.23 to US
Airways Group's Annual Report on Form 10-K for the
year ended December 31, 1995).
* 10.27 Amendment to the agreement between US Airways and its
Chairman providing supplemental retirement benefits.
* 10.28 Agreement between US Airways and its President and
Chief Executive Officer providing supplemental
retirement benefits (incorporated by reference to
Exhibit 10.24 to US Airways Group's Annual Report on
Form 10-K for the year ended December 31, 1995).
* 10.29 Amendment to the agreement between US Airways and its
President and its Chief Executive Officer providing
supplemental retirement benefits
* 10.30 Agreement between US Airways and its Executive Vice
President-Corporate Affairs and General Counsel
providing supplemental retirement benefits
(incorporated by reference to Exhibit 10.25 to US
Airways Group's Annual Report on Form 10-K for the
year ended December 31, 1995).
* 10.31 Agreement between US Airways and its Senior Vice
President-Planning providing supplemental retirement
benefits .
* 10.32 Employment Agreement between US Airways and its
former Executive Vice President-Human Resources
providing retirement benefits (incorporated by
reference to Exhibit 10.30 to US Airways Group's
Annual Report on Form 10-K for the year ended
December 31, 1995).
* 21.1 Subsidiaries of US Airways Group.
* 21.2 Subsidiaries of US Airways.
* 23.1 Consent of the Auditors of US Airways Group to the
incorporation of their report concerning certain
financial statements contained in this report in
certain registration statements.
* 23.2 Consent of the Auditors of US Airways to the
incorporation of their report concerning certain
financial statements contained in this report in
certain registration statements.
* 24.1 Powers of Attorney, filed previously and incorporated
by reference, signed by certain directors of US
Airways Group, authorizing their signatures on this
report.
* 24.2 Powers of Attorney, filed previously and incorporated
by reference, signed by certain directors of US
Airways, authorizing their signatures on this report.
* 27.1 Financial Data Schedule-US Airways Group.
* 27.2 Financial Data Schedule-US Airways.
- --------------------
* Filed previously with or incorporated by reference in Form 10-K
on March 19, 1999.
** Filed previously with Form 10-K/A on May 14, 1999.
+ Incorporated by reference in Quarterly Report on Form 10-Q/A for the
quarter ended September 30, 1997 filed on May 24, 1999.
REPORTS ON FORM 8-K
Date of Report Subject of Report
March 5, 1999 News release announcing that pursuant to a secondary
offering made by SOCIETE Internationale de
Telecommunications Aeronatiquies ("SITA"), SITA sold
part of its interest in the international data
network service provider Equant n.v. As member of
SITA, US Airways, Inc. is treated as having
indirectly sold approximately 30 percent of its
holdings in Equant n.v. and as a result will
recognize a before-tax gain of $9,944,096.00.
January 20, 1999 Consolidated statements of operations for both US
Airways Group and US Airways for the three months and
year ended December 31, 1998, and select operating
and financial statistics for US Airways for the same
periods.
December 4, 1998 Document filed as an Exhibit in connection with, and
incorporated by reference into, US Airways'
Registration Statement on Form S-3 (Registration No.
333-64425). The registration statement and the
Prospectus Supplement, dated December 4, 1998 to the
Prospectus, dated September 28, 1998, relate to the
offering by US Airways of Pass Through Certificates,
Series 1998-1.
December 14, 1998 Documents filed as Exhibits in connection with, and
incorporated by reference into, US Airways'
Registration Statement on Form S-3 (Registration No.
333-64425). The registration statement and the
Prospectus Supplement, dated December 4, 1998 to the
Prospectus, dated November 17, 1998, relate to the
offering by US Airways Pass Through Certificates,
Series 1998-1.
November 23, 1998 News release announcing US Airways Group's board of
directors authorization for the purchase from time to
time in the open market or in privately negotiated
transactions of up to $500 million of the Company's
outstanding common stock.
(this space intentionally left blank)
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized,
on May 24, 1999.
US AIRWAYS GROUP, INC. (REGISTRANT)
By: /s/ RAKESH GANGWAL
----------------------
Rakesh Gangwal, Director, President and Chief Executive Officer
(Principal Executive officer)
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf
of US Airways Group in the capacities indicated, on May 24, 1999.
By: /s/ RAKESH GANGWAL
----------------------------
Rakesh Gangwal, Director, President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ THOMAS A. MUTRYN
-------------------------
Thomas A. Mutryn, Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
By: *
-------------------------------
Stephen M. Wolf, Director and Chairman
By: *
------------------------------
Mathias J. DeVito, Director
By: *
-------------------------------
Peter M. George, Director
By: *
------------------------------
Robert L. Johnson, Director
By: *
--------------------------------
Robert LeBuhn, Director
By: *
---------------------------------
John G. Medlin, Jr., Director
By: *
----------------------------------
Hanne M. Merriman, Director
By: ----------------------------------
Thomas H. O'Brien, Director
By:
--------------------------------------
Hilda Ochoa-Brillembourg, Director
By:
--------------------------------------
Richard B. Priory, Director
By: *
--------------------------------------
Raymond W. Smith, Director
By: /s/ THOMAS A. MUTRYN
----------------------------------------
Thomas A. Mutryn, Attorney-In-Fact
* Signed pursuant to power of attorney filed previously with Form 10-K on
March 19, 1999.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized,
on May 24, 1999.
US AIRWAYS, INC. (REGISTRANT)
By: /s/ RAKESH GANGWAL
-------------------------------
Rakesh Gangwal, Director, President and Chief Executive Officer
(Principal Executive officer)
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf
of US Airways and in the capacities indicated, on May 24, 1999.
By: /s/ RAKESH GANGWAL
------------------------------
Rakesh Gangwal, Director, President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ THOMAS A. MUTRYN
-------------------------------
Thomas A. Mutryn, Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
By: *
---------------------------------
Stephen M. Wolf, Director and Chairman
By: *
---------------------------------
Mathias J. DeVito, Director
By: *
----------------------------------
Peter M. George, Director
By: *
-----------------------------------
Robert L. Johnson, Director
By: *
------------------------------------
Robert LeBuhn, Director
By: *
-------------------------------------
John G. Medlin, Jr., Director
By: *
-------------------------------------
Hanne M. Merriman, Director
By:
--------------------------------------
Thomas H. O'Brien, Director
By:
---------------------------------------
Hilda Ochoa-Brillembourg, Director
By:
----------------------------------------
Richard B. Priory, Director
By: *
---------------------------------------
Raymond W. Smith, Director
By: /s/ THOMAS A. MUTRYN
----------------------------------------
Thomas A. Mutryn, Attorney-In-Fact
* Signed pursuant to power of attorney filed previously with Form 10-K on
March 19, 1999.
EXHIBIT 10.2
Portions of this exhibit have been omitted pursuant to a request for
confidential treatment. The omitted text has been marked with a triple
asterisk ("***") and has been filed separately with the Securities and
Exchange Commission.
AMENDMENT NO. 1
dated as of June 10, 1998
TO THE AIRBUS A319/A320/A321 PURCHASE AGREEMENT
dated as of October 31, 1997
between
AVSA, S.A.R.L.
and
US Airways Group, Inc.
AMENDMENT NO. 1
This Amendment No. 1 (hereinafter referred to as the "Amendment") is
entered into as of June 10, 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 2, Rond Point
Maurice Bellonte, 31700 Blagnac, France (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 2345 Crystal Drive, Arlington, VA 22227
(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 Exhibits, Appendices, and Letter Agreements attached thereto is
hereinafter called the "Agreement."
WHEREAS, the Buyer and the Seller agree to amend Clause 9 of the Agreement
and make 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 meaning assigned to them in the Agreement.
The terms "herein," "hereof," and "hereunder" and words of similar
import refer to this Amendment.
2. DELIVERY DATES
2.1 The Buyer and the Seller hereby agree to
(i) amend the delivery schedules for Firm A319 Aircraft, Firm A320
Aircraft and Reconfirmable A319 Aircraft, and
(ii) ***
2.2 Therefore,
(i) Subclauses 9.1.1 and 9.1.2 of the Agreement are hereby
superseded and replaced by the following quoted text, and
(ii) ***
QUOTE
9.1.1 The Buyer will accept the Aircraft, during the months and years
set forth below in this Subclause 9.1.1.
(i) Firm A319 Aircraft
-------------------
Firm A319 Month of Firm A319 Month of
Aircraft No. Delivery Aircraft No. Delivery
- ------------ -------- ------------ --------
1 October 1998 *** ***
2 October 1998
3 November 1998
4 November 1998
5 December 1998
6 December 1998
7 January 1999
8 January 1999
9 February 1999
10 March 1999
11 May 1999
12 June 1999
13 June 1999
14 July 1999
15 July 1999
16 July 1999
*** ***
(ii) Firm A320 Aircraft
------------------
Firm A320 Month of Firm A320 Month of
Aircraft No. Delivery Aircraft No. Delivery
- ------------ -------- ------------ --------
January 1999 *** ***
*** ***
(iii) Reconfirmable A319 Aircraft
---------------------------
Reconfirmable Month of Reconfirmable Month of
A319 Aircraft No. Delivery A319 Aircraft No. Delivery
- ----------------- -------- ----------------- --------
*** *** *** ***
9.1.2 [INTENTIONALLY LEFT BLANK]
UNQUOTE
2.3 On signature of this Amendment, the Buyer will make all Predelivery
Payments due as a result of the rescheduling of Aircraft as set forth
above under Subparagraphs 2.1 and 2.2.
2.4 The Buyer and the Seller hereby agree to replace Subclause 9.1.4 of
the Agreement with the following paragraph.
QUOTE
9.1.4 ***
Not later than *** prior to the scheduled *** of delivery for a
particular Aircraft *** the Seller will (i) give to the Buyer notice
of the date scheduled for acceptance tests for such Aircraft and (ii)
confirm to the Buyer that the anticipated delivery
date ***.
UNQUOTE
3. DELIVERY SCHEDULE
3.1 In addition to the Seller's obligations set forth in Paragraph 3 of
Letter Agreement No. 2 to the Agreement and in Paragraph 3 of Letter
Agreement No. 3 to the Agreement, the Buyer and the Seller hereby
agree ***.
3.2 The Buyer and the Seller hereby agree to replace Subparagraph 3.1 of
Letter Agreement No.2 to the Agreement with the following paragraph.
QUOTE
***
UNQUOTE
3.3 The Buyer and the Seller hereby agree to amend the first paragraph of
Paragraph 2 of Letter Agreement No. 3 to the Agreement by replacing
such first paragraph with the following quoted text.
QUOTE
***
UNQUOTE
4. PERFORMANCE GUARANTEES
The Buyer and the Seller hereby agree to amend Subparagraphs 2.2,
2.2.1, 2.2.3 and 2.2.7 of Letter Agreements Nos. 8A, 8B and 8C by
replacing the "Original Text" with the "New Text" listed in the table
below. For ease of reference, these changes have been incorporated
into amended versions of Letter Agreements Nos. 8A, 8B and 8C
attached to this Amendment as Exhibits 1, 2 and 3 entitled "Amended
Letter Agreement No. 8A," "Amended Letter Agreement No. 8B" and
"Amended Letter Agreement No. 8C." Exhibits 1, 2 and 3 hereby
supersede and replace Letter Agreements Nos. 8A, 8B and 8C attached
to the Agreement
<TABLE>
<CAPTION>
SUBPARAGRAPH ORIGINAL TEXT NEW TEXT
----------------------------- --------------------------------
A319 A320 A321 A319 A320 A321
=====================================================================================
<S> <C> <C> <C> <C> <C> <C>
2.2 *** *** *** *** *** ***
2.2.1 17 feet 17 feet 17 feet 151 feet 151 feet 151 feet
2.2.3 445 lb 500 lb 670 lb 380 lb 410 lb 570 lb
2.2.7 7,140 lb 7,500 lb 8, 760 lb 6,630 lb 6,930 lb 7,940 lb
</TABLE>
5. EFFECT OF THE 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. The
Amendment supersedes any previous understandings, commitments, or
representations whatsoever, whether oral or written, related to the
subject matter of this Amendment.
Both parties agree that this Amendment will constitute an integral,
nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this
Amendment will be governed by the provisions of said Agreement,
except that if the Agreement and this Amendment have specific
provisions which are inconsistent, the specific provisions contained
in this Amendment will govern.
6. ASSIGNMENT
This Amendment and the rights and obligations of the Buyer hereunder
will not be assigned or transferred in any manner without the prior
written consent of the Seller, and any attempted assignment or
transfer in contravention of the provisions of this Paragraph 6 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.
If the foregoing correctly sets forth our understanding, please
indicate your acceptance by signing in the space provided below.
Very truly yours,
AVSA, S.A.R.L.
By: /s/ Michele Lascaux
Its: Director Contracts
Date: November 24, 1998
Accepted and Agreed
US Airways Group, Inc.
By: /s/ Thomas A. Fink
Its: Treasurer
Date: November 24, 1998
A319-112
CFM 56-5B-6 ENGINES
EXHIBIT 1
AMENDED LETTER AGREEMENT NO. 8A
As of June 10, 1998
US Airways Group, Inc.
2345 Crystal Drive
Arlington, VA 22227
Re: A319-112 PERFORMANCE GUARANTEES
Ladies and Gentlemen:
US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L. (the
"Seller"), have entered into an Airbus A319/A320/A321 Purchase Agreement
dated as of October 31, 1997 (the "Agreement"), which covers, among other
things, the sale by the Seller and the purchase by the Buyer of certain
Aircraft, under the terms and conditions set forth in said Agreement. The
Buyer and the Seller have agreed to set forth in this Amended Letter
Agreement No. 8A (the "Letter Agreement") certain additional terms and
conditions regarding the sale of the Aircraft. 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 said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement will be governed by the provisions of said Agreement, except that
if the Agreement and this Letter Agreement have specific provisions which
are inconsistent, the specific provisions contained in this Letter
Agreement will govern.
The Seller, in its capacity as "Buyer" under its arrangement with the
Manufacturer, has negotiated and obtained the following performance and
weight guarantees (the "Guarantees") from the Manufacturer, in its capacity
as "Seller" with respect to the Aircraft, subject to the terms, conditions,
limitations and restrictions all as hereinafter set out. The Seller hereby
guarantees to the Buyer the performance by the Manufacturer of the
Manufacturer's obligations and assigns to the Buyer and the Buyer hereby
accepts, as to each A319 Aircraft delivered to the Buyer under the
Agreement, all of the rights and obligations of the Seller with respect to
such A319 Aircraft in the Seller's capacity as "Buyer" as aforesaid under
the said Guarantees and the Seller subrogates the Buyer into all such
rights and obligations in respect of such A319 Aircraft. The Seller hereby
warrants to the Buyer that it has all the requisite authority to make the
foregoing assignment and effect the foregoing subrogation to and in favor
of the Buyer and that it will not enter into any amendment of the
provisions so assigned or subrogated without the prior written consent of
the Buyer.
Capitalized terms used in the following quoted provisions and not
otherwise defined herein will have the meanings assigned thereto in the
Agreement except that the term "Seller" refers to the Manufacturer and the
term "Buyer" refers to the Seller (as defined in the Agreement).
QUOTE
PREAMBLE
The guarantees defined below (the "Guarantees") are applicable to
the A319 Aircraft as described in the Technical Specification
J.000.02000 Issue 3 dated 29 March 1995 amended by Specification
Change Notices for:
i) the fitting CFM International CFM 56-5B-6 propulsion systems
ii) the increase in the Maximum Take-Off Weight to 166,450 lb
(75,500 kg)
without taking into account any further changes thereto as provided
in the Agreement.
Notwithstanding the foregoing the Seller reserves the right to
increase the Design Weights above the weights shown in the
Specification in order to satisfy the Guarantees.
1 GUARANTEED PERFORMANCE
1.1 Take-off
1.1.1 FAR take-off field length at an A319 Aircraft gross weight of
166,450 lb (75,500 kg) at the start of ground run at sea level
pressure altitude at a temperature of 84(degree)F will be not more
than a guaranteed value of 8,980 feet.
1.1.2 When operated under the following conditions (representative of
PHX 08R):
Pressure altitude : 1,133 ft
Ambient temperature : 100(degree)F
Take-off run available ("TOR") : 10,300 feet
Take-off distance available : 10,300 feet
Accelerate-stop distance available : 10,300 feet
Slope : 0.20% uphill
Wind : Zero
Obstacles (height and distance : 15 feet/1,438 feet
from end of TOR) : 418 feet/17,285 feet
the maximum permissible weight at the start of ground run will be
not less than a guaranteed value of 158,250 lb.
1.1.3 When operated under the following conditions (representative of
DEN 09):
Pressure altitude : 5,431 ft
Ambient temperature : 84(degree)F
Take-off run available ("TOR") : 12,000 feet
Take-off distance available : 12,000 feet
Accelerate-stop distance available : 12,000 feet
Slope : 0.01% uphill
Wind : Zero
Obstacles : None
the maximum permissible weight at the start of ground run will be
not less than a guaranteed value of 158,700 lb.
1.2 Second Segment
The A319 Aircraft will meet FAR 25 regulations for one engine
inoperative climb after take-off, undercarriage retracted, at a
weight corresponding to the stated weight at the start of ground
run at the altitude and temperature and in the configuration of
flap angle and safety speed required to comply with the
performance guaranteed in Subparagraph 1.1.
1.3 Initial Cruise Altitude
At an A319 Aircraft gross weight of 145,000 lb in ISA+10(degree)C
conditions the pressure altitude for :
1) Level flight at a true Mach number of 0.78 using a thrust not
exceeding maximum cruise thrust
2) A rate of climb of not less than 300 ft/min at a true Mach
number of 0.78 using a thrust not exceeding maximum climb
thrust
3) A buffet maneuver margin of not less than 0.3g at a true Mach
number of 0.78
will be not less than a guaranteed value of 37,000 ft.
1.4 Speed
Level flight speed at an A319 Aircraft gross weight of 145,000 lb
at a pressure altitude of 35,000 ft in ISA+10(degree)C conditions
using a thrust not exceeding maximum cruise thrust will be not
less than a guaranteed true Mach number of 0.805.
1.5 Specific Range
1.5.1 The nautical miles per pound of fuel at an A319 Aircraft gross
weight of 145,000 lb at a pressure altitude of 35,000 ft in
ISA+10(degree)C conditions at a true Mach number of 0.78 will be
not less than a guaranteed value of 0.0833 nm/lb.
1.5.2 The nautical miles per pound of fuel at an A319 Aircraft gross
weight of 140,000 lb at a pressure altitude of 37,000 ft in
ISA+10(degree)C conditions at a true Mach number of 0.78 will be
not less than a guaranteed value of 0.0867 nm/lb.
1.6 En-route One Engine Inoperative
The A319 Aircraft will meet FAR regulations minimum en-route climb
one engine inoperative and the other operating at the maximum
continuous thrust with anti-icing off at an A319 Aircraft gross
weight of 145,000 lb in the cruise configuration in
ISA+10(degree)C conditions at a guaranteed pressure altitude of
not less than 16,000 ft.
1.7 Landing Field Length
1.7.1 FAR certified wet landing field length at an A319 Aircraft gross
weight of 134,480 lb (61,000 kg) at sea level pressure altitude
will be not greater than 5,720 feet.
1.7.2 FAR certified wet landing field length at an A319 Aircraft gross
weight of 134,480 lb (61,000 kg) at a pressure altitude of 5,431
ft will be not greater than 6,500 feet.
2 MISSION GUARANTEES
2.1 The A319 Aircraft will be capable of carrying a guaranteed payload
of not less than *** lb over a still air stage distance of 2,610
nautical miles (representative of PHL to SFO with a 65 knot
headwind) when operated under the conditions defined below:
2.1.1 The departure airport conditions (representative of PHL 09R) are
as follows:
Pressure altitude : 21 ft
Ambient temperature : 84(degree)F
Take-off run available ("TOR") : 10,499 feet
Take-off distance available : 10,499 feet
Accelerate-stop distance available : 10,499 feet
Slope : 0.10% downhill
Wind : Zero
Obstacles (height and distance : 17 feet/1,090 feet
from end of TOR : 57 feet/4,306 feet
: 178 feet/9,500 feet
The destination airport conditions are such as to allow the
required landing weight to be used without restriction. Pressure
altitude is 11 feet.
2.1.2 An allowance of 220 lb of fuel is included for taxi at the
departure airport.
2.1.3 An allowance of 505 lb of fuel is included for take-off and climb
to 1,500 ft above the departure airport at 84(degree)F with
acceleration to climb speed.
2.1.4 Climb from 1,500 ft above the departure airport up to cruise
altitude using maximum climb thrust and cruise at a fixed Mach
number of 0.78 at pressure altitudes of 35,000 ft and 39,000 ft
and descent to 1,500 ft above the destination airport are
conducted in ISA+10(degree)C conditions. Climb and descent speeds
below 10,000 ft will be 250 knots CAS.
2.1.5 An allowance of 190 lb of fuel is included for approach and land at
the destination airport.
2.1.6 Stage distance is defined as the distance covered during climb,
cruise and descent as described in Subparagraph 2.1.4 above.
2.1.7 At the end of approach and land 7,110 lb of fuel will remain in
the tanks. This represents the estimated fuel required for:
1) Missed approach
2) Diversion consisting of climb and cruise in ISA+10(degree)C
conditions over a still air distance of 150 nautical miles
starting at 1,500 ft above the destination airport.
3) Holding for 45 minutes at 20,000 ft pressure altitude in
ISA+10(degree)C conditions.
2.2 The A319 Aircraft will be capable of carrying a guaranteed payload
of not less than *** lb over a still air stage distance of 1,545
nautical miles (representative of STT to PHL with a 37 knot
headwind) when operated under the conditions defined below:
2.2.1 The departure airport conditions (representative of STT 10) are as
follows:
Pressure altitude : 24 ft
Ambient temperature : 84(degree)F
Take-off run available ("TOR") : 7,000 feet
Take-off distance available : 7,000 feet
Accelerate-stop distance available : 7,000 feet
Slope : 0.20% downhill
Wind : Zero
Obstacle (height and distan : 151 feet/2,083 feet
from end of TOR)
The destination airport conditions are such as to allow the
required landing weight to be used without restriction. Pressure
altitude is 21 feet.
2.2.2 An allowance of 220 lb of fuel is included for taxi at the
departure airport.
2.2.3 An allowance of 380 lb of fuel is included for take-off and climb
to 1,500 ft above the departure airport at 84(degree)F with
acceleration to climb speed.
2.2.4 Climb from 1,500 ft above the departure airport up to cruise
altitude using maximum climb thrust and cruise at a fixed Mach
number of 0.78 at pressure altitudes of 35,000 ft and 39,000 ft
and descent to 1,500 ft above the destination airport are
conducted in ISA+10(degree)C conditions. Climb and descent speeds
below 10,000 ft will be 250 knots CAS.
2.2.5 An allowance of 200 lb of fuel is included for approach and land
at the destination airport.
2.2.6 Stage distance is defined as the distance covered during climb,
cruise and descent as described in Subparagraph 2.2.4 above.
2.2.7 At the end of approach and land 6,630 lb of fuel will remain in
the tanks. This represents the estimated fuel required for:
1) Missed approach
2) Diversion consisting of climb and cruise in ISA+10(degree)C
conditions over a still air distance of 150 nautical miles
starting at 1,500 ft above the destination airport.
3) Holding for 45 minutes at 20,000 ft pressure altitude in
ISA+10(degree)C conditions.
2.3 In carrying a fixed payload of 26,760 lb over a still air stage
distance of 2,000 nautical miles when operated under the
conditions defined below the Block Fuel will be not more than a
guaranteed value of *** lb.
2.3.1 The departure airport conditions are such as to allow the required
take-off weight to be used without restriction.
The destination airport conditions are such as to allow the
required landing weight to be used without restriction.
2.3.2 An allowance of 220 lb of fuel is included for taxi at the
departure airport.
2.3.3 An allowance of 430 lb of fuel is included for take-off and climb
to 1,500 ft pressure altitude with acceleration to climb speed at
a temperature of 84(degree)F.
2.3.4 Climb from 1,500 ft pressure altitude up to cruise altitude using
maximum climb thrust and cruise at a fixed Mach number of 0.78 at
pressure altitudes of 35,000 ft and 39,000 ft and descent to 1,500
ft pressure altitude are conducted in ISA+10(degree)C conditions.
Climb and descent speeds below 10,000 ft will be 250 knots CAS.
2.3.5 An allowance of 200 lb of fuel is included for approach and
landing at the destination airport.
2.3.6 An allowance of 70 lb of fuel is included for taxi at the
destination airport.
2.3.7 Stage distance is defined as the distance covered during climb,
cruise and descent as described in Subparagraph 2.3.4 above.
Block Fuel is defined as the fuel burnt during taxi, take-off,
climb, cruise, descent and approach and landing as described in
Subparagraphs 2.3.2 to 2.3.6 inclusive.
2.3.8 At the end of approach and landing 6,890 lb of fuel will remain in
the tanks. This represents the estimated fuel required for:
1) Missed approach
2) Diversion consisting of climb and cruise in ISA+10(degree)C
conditions over a still air distance of 150 nautical miles
starting at 1,500 ft pressure altitude above the destination
airport.
3) Holding for 45 minutes at 20,000 ft pressure altitude in
ISA+10(degree)C conditions.
2.4 The A319 Aircraft will be capable of carrying a fixed payload of
31,960 lb over a guaranteed still air stage distance of not less
than *** nautical miles when operated under the conditions defined
below:
2.4.1 The departure airport conditions are such as to allow the required
take-off weight to be used without restriction.
The destination airport conditions are such as to allow the
required landing weight to be used without restriction.
2.4.2 An allowance of 220 lb of fuel is included for taxi at the
departure airport.
2.4.3 An allowance of 490 lb of fuel is included for take-off and climb
to 1,500 ft pressure altitude with acceleration to climb speed in
ISA+10(degree)C conditions.
2.4.4 Climb from 1,500 ft pressure altitude up to cruise altitude using
maximum climb thrust and cruise at a fixed Mach number of 0.78 at
pressure altitudes of 35,000 ft and 39,000 ft and descent to 1,500
ft pressure altitude are conducted in ISA+10(degree)C conditions.
Climb and descent speeds below 10,000 ft will be 250 knots CAS.
2.4.5 An allowance of 200 lb of fuel is included for approach and
landing at the destination airport.
2.4.6 Stage distance is defined as the distance covered during climb,
cruise and descent as described in Subparagraph 2.4.4 above.
2.4.7 At the end of approach and landing 7,080 lb of fuel will remain in
the tanks. This represents the estimated fuel required for:
1) Missed approach
2) Diversion consisting of climb and cruise in ISA+10(degree)C
conditions over a still air distance of 150 nautical miles
starting at 1,500 ft pressure altitude above the destination
airport.
3) Holding for 45 minutes at 20,000 ft pressure altitude in
ISA+10(degree)C conditions.
2.5 The A319 Aircraft will be capable of carrying a fixed payload of
26,760 lb over a guaranteed still air stage distance of not less
than *** nautical miles when operated under the conditions defined
below:
2.5.1 The departure airport conditions are such as to allow the required
take-off weight to be used without restriction.
The destination airport conditions are such as to allow the
required landing weight to be used without restriction.
2.5.2 An allowance of 220 lb of fuel is included for taxi at the
departure airport.
2.5.3 An allowance of 470 lb of fuel is included for take-off and climb
to 1,500 ft pressure altitude with acceleration to climb speed in
ISA+10(degree)C conditions.
2.5.4 Climb from 1,500 ft pressure altitude up to cruise altitude using
maximum climb thrust and cruise at a fixed Mach number of 0.78 at
pressure altitudes of 35,000 ft and 39,000 ft and descent to 1,500
ft pressure altitude are conducted in ISA+10(degree)C conditions.
Climb and descent speeds below 10,000 ft will be 250 knots CAS.
2.5.5 An allowance of 200 lb of fuel is included for approach and
landing at the destination airport.
2.5.6 Stage distance is defined as the distance covered during climb,
cruise and descent as described in Subparagraph 2.5.4 above.
2.5.7 At the end of approach and landing 6,890 lb of fuel will remain in
the tanks. This represents the estimated fuel required for:
1) Missed approach
2) Diversion consisting of climb and cruise in ISA+10(degree)C
conditions over a still air distance of 150 nautical miles
starting at 1,500 ft pressure altitude above the destination
airport.
3) Holding for 45 minutes at 20,000 ft pressure altitude in
ISA+10(degree)C conditions.
2.6 The mission payload guarantee defined in Subparagraph 2.1 and the
mission fuel burn guarantee defined in Subparagraph 2.3 and the
mission ranges defined in Subparagraphs 2.4 and 2.5 are based on
the Buyer's Manufacturer's Weight Empty as defined in Subparagraph
3.3 below plus a fixed allowance of 10,730 lb for Customer Changes
and Operators Items.
The mission payload guarantee defined in Subparagraph 2.2 is based
on the Buyer's Manufacturer's Weight Empty as defined in
Subparagraph 3.3 below plus a fixed allowance of 12,230 lb for
Customer Changes and Operators Items.
3 MANUFACTURER'S WEIGHT EMPTY AND USABLE LOAD
3.1 The Seller guarantees a Buyer's Manufacturer's Weight Empty of ***.
3.2 The Seller guarantees that the difference between the Buyer's
Manufacturer's Weight Empty and the Maximum Zero Fuel Weight will
be not less than ***.
3.3 For the purposes of this Paragraph 3 and of Subparagraph 2.6 above
the Buyer's Manufacturer's Weight Empty is the Manufacturer's
Weight Empty defined in Section 13-10.00.00 of the Specification
amended by the Specification Changes defined in the Preamble to
this Letter Agreement and is subject to adjustment as defined in
Subparagraph 7.2.
For information only an analysis of the Buyer's Manufacturer's
Weight Empty, Customer Changes, Operators Items and Operating
Weight Empty is shown in Appendix A to this
Letter Agreement.
4 NOISE
4.1 External
4.1.1 The Seller guarantees that the A319 Aircraft will be certified in
accordance with FAR Part 36 Noise Standards, issue 1988, including
Amendment 36-15, Stage 3. The applicable noise limits are as
defined in paragraphs 36.201 and c36.5 (3).
4.1.2 ***
4.1.3 ***
4.2 Internal
4.2.1 Cockpit noise
At a pressure altitude of 35,000 ft and a Mach number of M=0.78 in
still air under ISA conditions, the guaranteed A-Weighted Sound
Pressure Level (SPL) will not exceed *** and the Speech
Interference Level (SIL) will not exceed ***.
4.2.2 Cabin noise
At a pressure altitude of 35,000 ft and a Mach number of M=0.78 in
still air under ISA conditions, the guaranteed A-Weighted Sound
Pressure Level (SPL) and the Speech Interference Level (SIL) will
be as follows:
- the A-Weighted SPL will not exceed *** over the whole seating
area.
- the SIL will not exceed *** along the front 40% of the
passenger compartment and will not exceed *** along the
remaining 60% of the passenger compartment length.
4.2.3 On the ground and under the conditions defined in Subparagraph 5.9
below the noise levels in the passenger compartment with passenger
doors open or closed the A-weighted Sound Pressure Level ("SPL")
will not exceed *** and the Speech Interference Level ("SIL") will
not exceed ***.
5 GUARANTEE CONDITIONS
5.1 The performance and noise certification requirements for the A319
Aircraft, except where otherwise noted, will be as stated in
Section 02 of the Specification.
5.2 For the determination of FAR take-off and landing performance a
hard level dry runway surface with no runway strength limitations,
no obstacles, zero wind, atmosphere according to ISA, except as
otherwise noted and the use of speedbrakes, flaps, landing gear
and engines in the conditions liable to provide the best results
will be assumed.
When establishing take-off and second segment performance no air
will be bled from the engines for cabin air conditioning or
anti-icing.
5.3 The en-route one engine inoperative climb performance will be
established with the amount of engine air bleed associated with
the maximum cabin altitude as specified in Section 21-30.32 of the
Specification and an average ventilation rate not less than the
amount defined in the Specification but no air will be bled from
the engines for anti-icing.
5.4 Climb, cruise and descent performance associated with the
Guarantees will include allowances for normal electrical load and
for normal engine air bleed and power extraction associated with
maximum cabin differential pressure as defined in Section 21-
30.31 of the Specification. Cabin air conditioning management
during performance demonstration as described in Subparagraph 6.3
below may be such as to optimize the A319 Aircraft performance
while meeting the minimum air conditioning requirements defined
above. Unless otherwise stated no air will be bled from the
engines for anti-icing.
5.5 The engines will be operated using not more than the engine
manufacturer's maximum recommended outputs for take-off, maximum
go-round, maximum continuous, maximum climb and cruise for normal
operation unless otherwise stated.
5.6 Where applicable the Guarantees assume the use of an approved fuel
having a density of 6.7 lb/US gallon and a lower heating value of
18,590 BTU/lb.
5.7 Speech interference level (SIL) is defined as the arithmetic
average of the sound pressure levels in the 1,000, 2,000, and
4,000 Hz octave bands. A-weighted sound level (dBA) is as defined
in the American National Standard Specification ANSI.4-1971. ***
5.8 The sound levels guaranteed in Subparagraph 4.2
i) will be measured at the positions defined in Section 03-83.10 of
the Specification
ii) refer to an A319 Aircraft with standard acoustic insulation and
an interior completely furnished. The effect on noise of Buyer
Furnished Equipment other than passenger seats will be the
responsibility of the Buyer.
5.9 For the purposes of the sound levels guaranteed in Subparagraph
4.2.3 the APU and air conditioning system will be operating. Sound
level measurements may be made at the prevailing ambient
temperature with the air conditioning packs controlled to
approximate air conditioning machinery rotational speed
appropriate to an ambient temperature of 25(degree)C.
6 GUARANTEE COMPLIANCE
6.1 Compliance with the Guarantees will be demonstrated using
operating procedures and limitations in accordance with those
defined by the certifying Airworthiness Authority and by the
Seller unless otherwise stated.
6.2 Compliance with the take-off, second segment, en-route one engine
inoperative, landing and certified noise elements of the
Guarantees will be demonstrated with reference to the approved
Flight Manual.
6.3 Compliance with those parts of the Guarantees defined in
Paragraphs 1 and 2 above not covered by the requirements of the
certifying Airworthiness Authority will be demonstrated by
calculation based on data obtained during flight tests conducted
on one (or more, as agreed between the Buyer and the Seller) A319
aircraft of the same aerodynamic configuration as those A319
Aircraft purchased by the Buyer.
6.4 Compliance with the Manufacturer's Weight Empty and Usable Load
guarantees defined in Paragraph 3 will be demonstrated with
reference to a weight compliance report.
6.5 Compliance with the mission guarantees defined in Paragraph 2 will
be demonstrated with reference to the weight compliance report
described in Subparagraph 6.4.
6.6 Compliance with the guarantees defined in Subparagraphs 4.1.2 and
4.1.3 will be based on data collected for noise certification
purposes. ***
6.7 Compliance with the noise guarantees defined in Subparagraph 4.2
will be demonstrated with reference to noise surveys conducted on
one (or more, at the Seller's discretion) A319 aircraft of an
acoustically similar standard as the A319 Aircraft.
6.8 Data derived from tests and noise surveys will be adjusted as
required using conventional methods of correction, interpolation
or extrapolation in accordance with established aeronautical
practices to show compliance with the Guarantees.
6.9 Compliance with the Guarantees is not contingent on engine
performance defined in the engine manufacturer's specification.
6.10 The Seller undertakes to furnish the Buyer with a report or
reports demonstrating compliance with the Guarantees at, or as
soon as possible after, the delivery of each of the A319 Aircraft.
7 ADJUSTMENT OF GUARANTEES
7.1 In the event of any change to any law, governmental regulation or
requirement or interpretation thereof ("rule change") by any
governmental agency made subsequent to the date of the Agreement
and such rule change affects the A319 Aircraft configuration or
performance or both required to obtain certification the
Guarantees will be appropriately modified to reflect the effect of
any such change.
7.2 The Guarantees apply to the A319 Aircraft as described in the
Preamble to this Letter Agreement and may be adjusted in the event
of:
a) Any further configuration change which is the subject of a SCN
b) Variation in actual weights of items defined in Section 13-10
of the Specification
c) Changes required to obtain certification which cause changes to
the performance or weight of the A319 Aircraft
8 EXCLUSIVE GUARANTEES
The Guarantees are exclusive and are provided in lieu of any and
all other performance and weight guarantees of any nature which
may be stated, referenced or incorporated in the Specification or
any other document.
9 UNDERTAKING; REMEDIES
***
If a deficiency is shown to exist the Seller may develop and
install a fix to correct such deficiency. The delay period to
correct such deficiency will not exceed *** of the affected A319
Aircraft.
If such a deficiency is not corrected as set forth in the
immediately preceding paragraph the Seller will, *** in respect of
such deficient A319 Aircraft pay to the Buyer by way of liquidated
damages on the anniversary date of the delivery the following
amounts:
i) *** per pound deficient resulting from the average of the
deviations from the guaranteed payloads and/or
ii) *** per pound deficient of guaranteed Manufacturer's Weight
Empty and/or
iii) *** per one percent deficiency resulting from the average of
the deviations from the guaranteed Specific Ranges defined in
Subparagraph 1.5 and the guaranteed Fuel Burn defined in
Subparagraph 2.2 (parts of a percentage to be prorated).
Damages will be computed on the basis of the figures defined in
(i) and (ii) above and will be paid ***.
The Seller's maximum liability in respect of all deficiencies in
performance of any A319 Aircraft will be limited to the payment of
liquidated damages *** for each A319 Aircraft whichever occurs
first. Payment of liquidated damages as aforesaid will be deemed
to settle any and all claims and remedies of the Buyer against the
Seller in respect of performance deficiencies.
UNQUOTE
In consideration of the assignment and subrogation by the Seller
under this Letter Agreement in favor of the Buyer in respect of
the Seller's rights against and obligations to the Manufacturer
under the provisions quoted above, the Buyer hereby accepts such
assignment and subrogation and agrees to be bound by all of the
terms, conditions and limitations therein contained. The Buyer and
Seller recognize and agree that, except as otherwise expressly
provided in Paragraph 8 of this Letter Agreement, all the
provisions of Clause 12 of the Agreement, including without
limitation the Exclusivity of Warranties and General Limitations
of Liability and Duplicate Remedies therein contained, will apply
to the foregoing performance guarantees.
ASSIGNMENT
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 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 Letter Agreement.
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/ Michele Lascaux
--------------------------
Its: Director Contracts
Date: November 24, 1998
Accepted and Agreed
US Airways Group, Inc.
By: /s/ Thomas A. Fink
------------------------
Its: Treasurer
Date: November 24, 1998
1 Manufacturer's Weight Empty and Operating Weight Empty
At the time of this Agreement the Buyer's Manufacturer's Weight Empty
and the Operating Weight Empty for the purposes of Subparagraphs 2.6
and Paragraph 3 of this Letter Agreement are defined as follows:
Manufacturer's Weight Empty as defined in the Specification
Reference J 000.02000 Issue 3 : 79,642 lb
Specification Change for the fitting of CFM56-5B6 engines : 611 lb
Specification Change for the increase in Design Weights : 0 lb
---------
---
Buyer's Manufacturer's Weight Empty according to the
Preamble of this Letter Agreement and for the purposes
of Subparagraph 2.6 and Paragraph 3 of this Letter
Agreement : *** lb
Specification changes as defined in Subparagraph 2.1 of
this Appendix A (including USAir livery) : 1,165 lb
Operators Items as defined in Subparagraph 2.2.1 of
this Appendix A : 9,566 lb
----------
---
Operating Weight Empty of the A319 Aircraft for the
purposes of Subparagraphs 2.1 and 2.3 to 2.5 inclusive of
this Letter Ag : 90,984 lb
Operators items as defined in Subparagraph 2.2.2 of
this Appendix A : 11,066 lb
---
Operating Weight Empty of the A319 Aircraft for the
purposes of Subparagraphs 2.2 of this Letter Agreement : 92,484 lb
*Note As of the date hereof the Operating Weight Empty has not been
completely defined. The payloads, fuel burn and ranges guaranteed in
Paragraph 2 are based on the estimated Operating Weight Empty as
shown above.
2 Specification Changes and Operators Items
2.1 Weight of Specification Changes
As of the date of this draft the complete list of USAir Specification
Changes is unknown.
It is estimated that the weight of such Specification
Changes is : 1,105 lb
USAir livery : 60 lb
2.2 Weights of Operators Items
Oil for engines and APU : 117 lb
Unusable fuel : 143 lb
Water for galleys and toilets : 441 lb
Waste tank pre-charge : 29 lb
A319 Aircraft documents and tool kits : 42 lb
Passenger seats and life jackets : 3,504 lb
Phone equipment : 170 lb
Galley structure and fixed equipment : 1,225 lb
Chillers : 195 lb
Catering and service equipment : 1,938 lb
Cabin supplies : 180 lb
Emergency equipment : 542 lb
Crew and bags : 1,040 lb
---------
2.2.1 Total Operators Items for the purposes of Subparagraphs
and 2.3 to 2.5 inclusive of this Letter Agreement : 9,566 lb
Additional items for over water operation : 1,500 lb
---------
2.2.2 Total Operators Items for the purposes of
Subparagraph 2.2 of this Letter Agreement :11,066 lb
A320-214 EXHIBIT 2
CFM 56-5B-4 ENGINES
AMENDED LETTER AGREEMENT NO. 8B
As of June 10, 1998
US Airways Group, Inc.
2345 Crystal Drive
Arlington, VA 22227
Re: A320-214 PERFORMANCE GUARANTEES
Ladies and Gentlemen:
US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L. (the
"Seller"), have entered into an Airbus A319/A320/A321 Purchase Agreement
dated as of October 31, 1997 (the "Agreement"), which covers, among other
things, the sale by the Seller and the purchase by the Buyer of certain
Aircraft, under the terms and conditions set forth in said Agreement. The
Buyer and the Seller have agreed to set forth in this Amended Letter
Agreement No. 8B (the "Letter Agreement") certain additional terms and
conditions regarding the sale of the Aircraft. 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 said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement will be governed by the provisions of said Agreement, except that
if the Agreement and this Letter Agreement have specific provisions which
are inconsistent, the specific provisions contained in this Letter
Agreement will govern.
The Seller, in its capacity as "Buyer" under its arrangement with the
Manufacturer, has negotiated and obtained the following performance and
weight guarantees (the "Guarantees") from the Manufacturer, in its capacity
as "Seller" with respect to the A320 Aircraft, subject to the terms,
conditions, limitations and restrictions all as hereinafter set out. The
Seller hereby guarantees to the Buyer the performance by the Manufacturer
of the Manufacturer's obligations and assigns to the Buyer and the Buyer
hereby accepts, as to each A320 Aircraft delivered to the Buyer under the
Agreement, all of the rights and obligations of the Seller with respect to
such A320 Aircraft in the Seller's capacity as "Buyer" as aforesaid under
the said Guarantees and the Seller subrogates the Buyer into all such
rights and obligations in respect of such A320 Aircraft. The Seller hereby
warrants to the Buyer that it has all the requisite authority to make the
foregoing assignment and effect the foregoing subrogation to and in favor
of the Buyer and that it will not enter into any amendment of the
provisions so assigned or subrogated without the prior written consent of
the Buyer.
Capitalized terms used in the following quoted provisions and not
otherwise defined herein will have the meanings assigned thereto in the
Agreement except that the term "Seller" refers to the Manufacturer and the
term "Buyer" refers to the Seller (as defined in the Agreement).
QUOTE
PREAMBLE
The guarantees defined below (the "Guarantees") are applicable to
the A320 Aircraft as described in the Technical Specification
D.000.02000 Issue 4 dated 30 March 1995 amended by Specification
Change Notices for:
i) the fitting CFM International CFM 56-5B-4 (with Enhanced
Take-Off rating) propulsion systems
ii) the increase in the Maximum Take-Off Weight to 169,750 lb
(77,000 kg)
without taking into account any further changes thereto as provided
in the Agreement.
Notwithstanding the foregoing the Seller reserves the right to
increase the Design Weights above the weights shown in the
Specification in order to satisfy the Guarantees.
1 GUARANTEED PERFORMANCE
1.1 Take-off
1.1.1 FAR take-off field length at an A320 Aircraft gross weight of
169,750 lb (77,000 kg) at the start of ground run at sea level
pressure altitude at a temperature of 84(degree)F will be not more
than a guaranteed value of 7,420 feet.
1.1.2 When operated under the following conditions (representative of
PHX 08R):
Pressure altitude : 1,133 ft
Ambient temperature : 100(degree)F
Take-off run available ("TOR") : 10,300 feet
Take-off distance available : 10,300 feet
Accelerate-stop distance available : 10,300 feet
Slope : 0.20% uphill
Wind : Zero
Obstacles (height and distance : 15 feet/1,438 feet
from end of TOR) : 418 feet/17,285 feet
the maximum permissible weight at the start of ground run will be
not less than a guaranteed value of 166,850 lb.
1.1.3 When operated under the following conditions (representative of
DEN 09):
Pressure altitude : 5,431 ft
Ambient temperature : 84(degree)F
Take-off run available ("TOR") : 12,000 feet
Take-off distance available : 12,000 feet
Accelerate-stop distance available : 12,000 feet
Slope : 0.01% uphill
Wind : Zero
Obstacles : None
the maximum permissible weight at the start of ground run will be
not less than a guaranteed value of 165,900 lb.
1.2 Second Segment
The A320 Aircraft will meet FAR 25 regulations for one engine
inoperative climb after take-off, undercarriage retracted, at a
weight corresponding to the stated weight at the start of ground
run at the altitude and temperature and in the configuration of
flap angle and safety speed required to comply with the
performance guaranteed in Subparagraph 1.1.
1.3 Initial Cruise Altitude
At an A320 Aircraft gross weight of 160,000 lb in ISA+10(degree)C
conditions the pressure altitude for:
1) Level flight at a true Mach number of 0.78 using a thrust not
exceeding maximum cruise thrust
2) A rate of climb of not less than 300 ft/min at a true Mach
number of 0.78 using a thrust not exceeding maximum climb
thrust
3) A buffet maneuver margin of not less than 0.3g at a true Mach
number of 0.78
will be not less than a guaranteed value of 35,000 ft.
1.4 Speed
Level flight speed at an A320 Aircraft gross weight of 160,000 lb
at a pressure altitude of 35,000 at in ISA+10(degree)C conditions
using a thrust not exceeding maximum cruise thrust will be not
less than a guaranteed true Mach number of 0.790.
1.5 Specific Range
1.5.1 The nautical miles per pound of fuel at an A320 Aircraft gross
weight of 155,000 lb at a pressure altitude of 35,000 ft in
ISA+10(degree)C conditions at a true Mach number of 0.78 will be
not less than a guaranteed value of 0.0783 nm/lb.
1.5.2 The nautical miles per pound of fuel at an A320 Aircraft gross
weight of 145,000 lb at a pressure altitude of 37,000 ft in
ISA+10(degree)C conditions at a true Mach number of 0.78 will be
not less than a guaranteed value of 0.0839 nm/lb.
1.6 En-route One Engine Inoperative
The A320 Aircraft will meet FAR regulations minimum en-route climb
one engine inoperative and the other operating at the maximum
continuous thrust with anti-icing off at an A320 Aircraft gross
weight of 155,000 lb in the cruise configuration in
ISA+10(degree)C conditions at a guaranteed pressure altitude of
not less than 14,500 ft.
1.7 Landing Field Length
1.7.1 FAR certified wet landing field length at an A320 Aircraft gross
weight of 142,200 lb (64,500 kg) at sea level pressure altitude
will be not greater than 6,040 feet.
1.7.2 FAR certified wet landing field length at an A320 Aircraft gross
weight of 142,200 lb (64,500 kg) at a pressure altitude of 5,431
ft will be not greater than 6,800 feet.
2 MISSION GUARANTEES
2.1 The A320 Aircraft will be capable of carrying a guaranteed payload
of not less than *** over a still air stage distance of 2,610
nautical miles (representative of PHL to SFO with a 65 knot
headwind) when operated under the conditions defined below:
2.1.1 The departure airport conditions (representative of PHL 09R) are
as follows:
Pressure altitude : 21 ft
Ambient temperature : 84(degree)F
Take-off run available ("TOR") : 10,499 feet
Take-off distance available : 10,499 feet
Accelerate-stop distance available : 10,499 feet
Slope : 0.10% downhill
Wind : Zero
Obstacles (height and distance : 17 feet/1,090 feet
from end of TOR) : 57 feet/4,306 feet
: 178 feet/9,500 feet
The destination airport conditions are such as to allow the
required landing weight to be used without restriction. Pressure
altitude is 11 feet.
2.1.2 An allowance of 220 lb of fuel is included for taxi at the
departure airport.
2.1.3 An allowance of 520 lb of fuel is included for take-off and climb
to 1,500 ft above the departure airport at 84(degree)F with
acceleration to climb speed.
2.1.4 Climb from 1,500 ft above the departure airport up to cruise
altitude using maximum climb thrust and cruise at a fixed Mach
number of 0.78 at pressure altitudes of 35,000 ft and 39,000 ft
and descent to 1,500 ft above the destination airport are
conducted in ISA+10(degree)C conditions. Climb and descent speeds
below 10,000 ft will be 250 knots CAS.
2.1.5 An allowance of 180 lb of fuel is included for approach and land
at the destination airport.
2.1.6 Stage distance is defined as the distance covered during climb,
cruise and descent as described in Subparagraph 2.1.4 above.
2.1.7 At the end of approach and land 7,210 lb of fuel will remain in
the tanks. This represents the estimated fuel required for:
1) Missed approach
2) Diversion consisting of climb and cruise in ISA+10(degree)C
conditions over a still air distance of 150 nautical miles
starting at 1,500 ft above the destination airport.
3) Holding for 45 minutes at 20,000 ft pressure altitude in
ISA+10(degree)C conditions.
2.2 The A320 Aircraft will be capable of carrying a guaranteed payload
of not less than *** lb over a still air stage distance of 1,545
nautical miles (representative of STT to PHL with a 37 knot
headwind) when operated under the conditions defined below:
2.2.1 The departure airport conditions (representative of STT 10) are as
follows:
Pressure altitude : 24 ft
Ambient temperature : 84(degree)F
Take-off run available ("TOR") : 7,000 feet
Take-off distance available : 7,000 feet
Accelerate-stop distance available : 7,000 feet
Slope : 0.20% downhill
Wind : Zero
Obstacle (height and distance : 151 feet/2,083 feet
from end of TOR)
The destination airport conditions are such as to allow the
required landing weight to be used without restriction. Pressure
altitude is 21 feet.
2.2.2 An allowance of 220 lb of fuel is included for taxi at the
departure airport.
2.2.3 An allowance of 410 lb of fuel is included for take-off and climb
to 1,500 ft above the departure airport at 84(degree)F with
acceleration to climb speed.
2.2.4 Climb from 1,500 ft above the departure airport up to cruise
altitude using maximum climb thrust and cruise at a fixed Mach
number of 0.78 at a pressure altitude of 35,000 ft and descent to
1,500 ft above the destination airport are conducted in
ISA+10(degree)C conditions. Climb and descent speeds below 10,000
ft will be 250 knots CAS.
2.2.5 An allowance of 190 lb of fuel is included for approach and land
at the destination airport.
2.2.6 Stage distance is defined as the distance covered during climb,
cruise and descent as described in Subparagraph 2.2.4 above.
2.2.7 At the end of approach and land 6,930 lb of fuel will remain in
the tanks. This represents the estimated fuel required for:
1) Missed approach
2) Diversion consisting of climb and cruise in ISA+10(degree)C
conditions over a still air distance of 150 nautical miles
starting at 1,500 ft above the destination airport.
3) Holding for 45 minutes at 20,000 ft pressure altitude in
ISA+10(degree)C conditions.
2.3 In carrying a fixed payload of 31,665 lb over a still air stage
distance of 2,000 nautical miles when operated under the
conditions defined below the Block Fuel will be not more than a
guaranteed value of ***.
2.3.1 The departure airport conditions are such as to allow the required
take-off weight to be used without restriction.
The destination airport conditions are such as to allow the
required landing weight to be used without restriction.
2.3.2 An allowance of 220 lb of fuel is included for taxi at the
departure airport.
2.3.3 An allowance of 470 lb of fuel is included for take-off and climb
to 1,500 ft pressure altitude with acceleration to climb speed at
a temperature of 84(degree)F.
2.3.4 Climb from 1,500 ft pressure altitude up to cruise altitude using
maximum climb thrust and cruise at a fixed Mach number of 0.78 at
a pressure altitude of 35,000 ft and descent to 1,500 ft pressure
altitude are conducted in ISA+10(degree)C conditions. Climb and
descent speeds below 10,000 ft will be 250 knots CAS.
2.3.5 An allowance of 190 lb of fuel is included for approach and
landing at the destination airport.
2.3.6 An allowance of 70 lb of fuel is included for taxi at the
destination airport.
2.3.7 Stage distance is defined as the distance covered during climb,
cruise and descent as described in Subparagraph 2.3.4 above.
Block Fuel is defined as the fuel burnt during taxi, take-off,
climb, cruise, descent and approach and landing as described in
Subparagraphs 2.3.2 to 2.3.6 inclusive.
2.3.8 At the end of approach and landing 7,190 lb of fuel will remain in
the tanks. This represents the estimated fuel required for:
1) Missed approach
2) Diversion consisting of climb and cruise in ISA+10(degree)C
conditions over a still air distance of 150 nautical miles
starting at 1,500 ft pressure altitude.
3) Holding for 45 minutes at 20,000 ft pressure altitude in
ISA+10(degree)C conditions.
2.4 The A320 Aircraft will be capable of carrying a fixed payload of
38,700 lb over a guaranteed still air stage distance of not less
than *** when operated under the conditions defined below:
2.4.1 The departure airport conditions are such as to allow the required
take-off weight to be used without restriction.
The destination airport conditions are such as to allow the
required landing weight to be used without restriction.
2.4.2 An allowance of 220 lb of fuel is included for taxi at the
departure airport.
2.4.3 An allowance of 510 lb of fuel is included for take-off and climb
to 1,500 ft pressure altitude with acceleration to climb speed in
ISA+10(degree)C conditions.
2.4.4 Climb from 1,500 ft pressure altitude up to cruise altitude using
maximum climb thrust and cruise at a fixed Mach number of 0.78 at
a pressure altitudes of 35,000 ft and descent to 1,500 ft pressure
altitude are conducted in ISA+10(degree)C conditions. Climb and
descent speeds below 10,000 ft will be 250 knots CAS.
2.4.5 An allowance of 190 lb of fuel is included for approach and
landing at the destination airport.
2.4.6 Stage distance is defined as the distance covered during climb,
cruise and descent as described in Subparagraph 2.4.4 above.
2.4.7 At the end of approach and landing 7,490 lb of fuel will remain in
the tanks. This represents the estimated fuel required for:
1) Missed approach
2) Diversion consisting of climb and cruise in ISA+10(degree)C
conditions over a still air distance of 150 nautical miles
starting at 1,500 ft pressure altitude above the destination
airport.
3) Holding for 45 minutes at 20,000 ft pressure altitude in
ISA+10(degree)C conditions.
2.5 The A320 Aircraft will be capable of carrying a fixed payload of
31,665 lb over a guaranteed still air stage distance of not less
than *** when operated under the conditions defined below:
2.5.1 The departure airport conditions are such as to allow the required
take-off weight to be used without restriction.
The destination airport conditions are such as to allow the
required landing weight to be used without restriction.
2.5.2 An allowance of 220 lb of fuel is included for taxi at the
departure airport.
2.5.3 An allowance of 500 lb of fuel is included for take-off and climb
to 1,500 ft pressure altitude with acceleration to climb speed in
ISA+10(degree)C conditions.
2.5.4 Climb from 1,500 ft pressure altitude up to cruise altitude using
maximum climb thrust and cruise at a fixed Mach number of 0.78 at
a pressure altitude of 35,000 ft and descent to 1,500 ft pressure
altitude are conducted in ISA+10(degree)C conditions. Climb and
descent speeds below 10,000 ft will be 250 knots CAS.
2.5.5 An allowance of 190 lb of fuel is included for approach and
landing at the destination airport.
2.5.6 Stage distance is defined as the distance covered during climb,
cruise and descent as described in Subparagraph 2.5.4 above.
2.5.7 At the end of approach and landing 7,190 lb of fuel will remain in
the tanks. This represents the estimated fuel required for:
1) Missed approach
2) Diversion consisting of climb and cruise in ISA+10(degree)C
conditions over a still air distance of 150 nautical miles
starting at 1,500 ft pressure altitude above the destination
airport.
3) Holding for 45 minutes at 20,000 ft pressure altitude in
ISA+10(degree)C conditions.
2.6 The mission payload guarantee defined in Subparagraph 2.1 and the
mission fuel burn guarantee defined in Subparagraph 2.3 and the
mission range guarantees defined in Subparagraphs 2.4 and 2.5 are
based on the Buyer's Manufacturer's Weight Empty as defined in
Subparagraph 3.3 below plus a fixed allowance of 11,970 lb for
Customer Changes and Operators Items.
The mission payload guarantee defined in Subparagraph 2.2 is based
on the Buyer's Manufacturer's Weight Empty as defined in
Subparagraph 3.3 below plus a fixed allowance of 13,470 lb for
Customer Changes and Operators Items.
3 MANUFACTURER'S WEIGHT EMPTY AND USABLE LOAD
3.1 The Seller guarantees a Buyer's Manufacturer's Weight Empty of ***.
3.2 The Seller guarantees that the difference between the Buyer's
Manufacturer's Weight Empty and the Maximum Zero Fuel Weight will
be not less than ***.
3.3 For the purposes of this Paragraph 3 and of Subparagraph 2.6 above
the Buyer's Manufacturer's Weight Empty is the Manufacturer's
Weight Empty defined in Section 13-10.00.00 of the Specification
amended by the Specification Changes defined in the Preamble to
this Letter Agreement and is subject to adjustment as defined in
Subparagraph 7.2.
For information only an analysis of the Buyer's Manufacturer's
Weight Empty, Customer Changes, Operators Items and Operating
Weight Empty is shown in Appendix A to this
Letter Agreement.
4 NOISE
4.1 External
4.1.1 The Seller guarantees that the A320 Aircraft will be certified in
accordance with FAR Part 36 Noise Standards, issue 1978, including
Amendment 36-15, Stage 3. The applicable noise limits are as
defined in paragraphs 36.201 and c36.5 (3).
4.1.2 ***
4.1.3 ***
4.2 Internal
4.2.1 Cockpit noise
At a pressure altitude of 35,000 ft and a Mach number of M=0.78 in
still air under ISA conditions, the guaranteed A-Weighted Sound
Pressure Level (SPL) will not exceed *** and the Speech
Interference Level (SIL) will not exceed ***.
4.2.2 Cabin noise
At a pressure altitude of 35,000 ft and a Mach number of M=0.78 in
still air under ISA conditions, the guaranteed A-Weighted Sound
Pressure Level (SPL) and the Speech Interference Level (SIL) will
be as follows:
- the A-Weighted SPL will not exceed *** over the whole seating
area.
- the SIL will not exceed *** along the front 40% of the
passenger compartment and will not exceed *** along the
remaining 60% of the passenger compartment length.
4.2.3 On the ground and under the conditions defined in Subparagraph 5.9
below the noise levels in the passenger compartment with passenger
doors open or closed the A-weighted Sound Pressure Level ("SPL")
will not exceed *** and the Speech Interference Level ("SIL") will
not exceed ***.
5 GUARANTEE CONDITIONS
5.1 The performance and noise certification requirements for the A320
Aircraft, except where otherwise noted, will be as stated in
Section 02 of the Specification.
5.2 For the determination of FAR take-off and landing performance a
hard level dry runway surface with no runway strength limitations,
no obstacles, zero wind, atmosphere according to ISA, except as
otherwise noted and the use of speedbrakes, flaps, landing gear
and engines in the conditions liable to provide the best results
will be assumed.
5.2.1 When establishing take-off and second segment performance no air
will be bled from the engines for cabin air conditioning or
anti-icing.
5.3 The en-route one engine inoperative climb performance will be
established with the amount of engine air bleed associated with
the maximum cabin altitude as specified in Section 21-30.32 of the
Specification and an average ventilation rate not less than the
amount defined in the Specification but no air will be bled from
the engines for anti-icing.
5.4 Climb, cruise and descent performance associated with the
Guarantees will include allowances for normal electrical load and
for normal engine air bleed and power extraction associated with
maximum cabin differential pressure as defined in Section 21-
30.31 of the Specification. Cabin air conditioning management
during performance demonstration as described in Subparagraph 6.3
below may be such as to optimize the A320 Aircraft performance
while meeting the minimum air conditioning requirements defined
above. Unless otherwise stated no air will be bled from the
engines for anti-icing.
5.5 The engines will be operated using not more than the engine
manufacturer's maximum recommended outputs for take-off, maximum
go-round, maximum continuous, maximum climb and cruise for normal
operation unless otherwise stated.
5.6 Where applicable the Guarantees assume the use of an approved fuel
having a density of 6.7 lb/US gallon and a lower heating value of
18,590 BTU/lb.
5.7 Speech interference level (SIL) is defined as the arithmetic
average of the sound pressure levels in the 1,000, 2,000, and
4,000 Hz octave bands. A-weighted sound level (dBA) is as defined
in the American National Standard Specification ANSI.4-1971. ***.
5.8 The sound levels guaranteed in Subparagraph 4.2:
i) will be measured at the positions defined in Section 03-83.10
of the Specification
ii) refer to an A320 Aircraft with standard acoustic insulation and
an interior completely furnished. The effect on noise of Buyer
Furnished Equipment other than passenger seats will be the
responsibility of the Buyer.
5.9 For the purposes of the sound levels guaranteed in Subparagraph
4.2.3 the APU and air conditioning system will be operating. Sound
level measurements may be made at the prevailing ambient
temperature with the air conditioning packs controlled to
approximate air conditioning machinery rotational speed
appropriate to an ambient temperature of 25(degree)C.
6 GUARANTEE COMPLIANCE
6.1 Compliance with the Guarantees will be demonstrated using
operating procedures and limitations in accordance with those
defined by the certifying Airworthiness Authority
and by the Seller unless otherwise stated.
6.2 Compliance with the take-off, second segment, en-route one engine
inoperative, landing and certified noise elements of the
Guarantees will be demonstrated with reference to the approved
Flight Manual.
6.3 Compliance with those parts of the Guarantees defined in
Paragraphs 1 and 2 above not covered by the requirements of the
certifying Airworthiness Authority will be demonstrated by
calculation based on data obtained during flight tests conducted
on one (or more, as agreed between the buyer and the Seller) A320
aircraft of the same aerodynamic configuration as those A320
Aircraft purchased by the Buyer.
6.4 Compliance with the Manufacturer's Weight Empty and Usable Load
guarantees defined in Paragraph 3 will be demonstrated with
reference to a weight compliance report.
6.5 Compliance with the mission guarantees defined in Paragraph 2 will
be demonstrated with reference to the weight compliance report
described in Subparagraph 6.4.
6.6 Compliance with the guarantees defined in Subparagraphs 4.1.2 and
4.1.3 will be based on data collected for noise certification
purposes. ***
6.7 Compliance with the noise guarantees defined in Subparagraph 4.2
will be demonstrated with reference to noise surveys conducted on
one (or more, at the Seller's discretion) A320 aircraft of an
acoustically similar standard as the A320 Aircraft.
6.8 Data derived from tests and noise surveys will be adjusted as
required using conventional methods of correction, interpolation
or extrapolation in accordance with established aeronautical
practices to show compliance with the Guarantees.
6.9 Compliance with the Guarantees is not contingent on engine
performance defined in the engine manufacturer's specification.
6.10 The Seller undertakes to furnish the Buyer with a report or
reports demonstrating compliance with the Guarantees at, or as
soon as possible after, the delivery of each of the A320 Aircraft.
7 ADJUSTMENT OF GUARANTEES
7.1 In the event of any change to any law, governmental regulation or
requirement or interpretation thereof ("rule change") by any
governmental agency made subsequent to the date of the Agreement
and such rule change affects the A320 Aircraft configuration or
performance or both required to obtain certification the
Guarantees will be appropriately modified to reflect the effect of
any such change.
7.2 The Guarantees apply to the A320 Aircraft as described in the
Preamble to this Letter Agreement and may be adjusted in the event
of:
a) Any further configuration change which is the subject of a SCN
b) Variation in actual weights of items defined in Section 13-10
of the Specification
c) Changes required to obtain certification which cause changes to
the performance or weight of the A320 Aircraft
8 EXCLUSIVE GUARANTEES
The Guarantees are exclusive and are provided in lieu of any and
all other performance and weight guarantees of any nature which
may be stated, referenced or incorporated in the Specification or
any other document.
9 UNDERTAKING; REMEDIES
***
If a deficiency is shown to exist the Seller may develop and
install a fix to correct such deficiency. The delay period to
correct such deficiency will not exceed *** of the affected A320
Aircraft.
If such a deficiency is not corrected as set forth in the
immediately preceding paragraph the Seller will, *** in respect of
such deficient A320 Aircraft pay to the Buyer by way of liquidated
damages on the anniversary date of the delivery the following
amounts:
i) The *** per pound deficient resulting from the average of the
deviations from the guaranteed payloads and/or
ii) The *** per pound deficient of guaranteed Manufacturer's Weight
Empty and/or
iii) The *** per one percent deficiency resulting from the average of
the deviations from the guaranteed Specific Ranges defined in
Subparagraph 1.5 and the guaranteed Fuel Burn defined in
Subparagraph 2.2 (parts of a percentage to be prorated).
Damages will be computed on the basis of the figures defined in
(i) and (ii) above and will be paid ***.
The Seller's maximum liability in respect of all deficiencies in
performance of any A320 Aircraft will be limited to the payment of
liquidated damages *** for each A320 Aircraft whichever occurs
first. Payment of liquidated damages as aforesaid will be deemed
to settle any and all claims and remedies of the Buyer against the
Seller in respect of performance deficiencies.
UNQUOTE
In consideration of the assignment and subrogation by the Seller
under this Letter Agreement in favor of the Buyer in respect of
the Seller's rights against and obligations to the Manufacturer
under the provisions quoted above, the Buyer hereby accepts such
assignment and subrogation and agrees to be bound by all of the
terms, conditions and limitations therein contained. The Buyer and
Seller recognize and agree that, except as otherwise expressly
provided in Paragraph 8 of this Letter Agreement, all the
provisions of Clause 12 of the Agreement, including without
limitation the Exclusivity of Warranties and General Limitations
of Liability and Duplicate Remedies therein contained, will apply
to the foregoing performance guarantees.
ASSIGNMENT
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 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 Letter Agreement.
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/ Michele Lascaux
Its: Director Contracts
Date: November 24, 1998
Accepted and Agreed
US Airways Group, Inc.
By: /s/ Thomas A. Fink
Its: Treasurer
Date: November 24, 1998
A320-214
CFM 56-5B-4 ENGINES APPENDIX A TO EXHIBIT 2
-----------------------
1 Manufacturer's Weight Empty and Operating Weight Empty
At the time of this Agreement the Buyer's Manufacturer's Weight
Empty and the Operating Weight Empty for the purposes of
Subparagraph 2.6 and Paragraph 3 of this Letter Agreement are
defined as follows:
Manufacturer's Weight Empty as defined in the Specification
Reference D 000.02000 Issue 4 : 81,966 lb
Specification Change for the fitting of CFM56-5B4
engines : 582 lb
Specification Change for the increase in Design
Weights : 220 lb
----------
Buyer's Manufacturer's Weight Empty according to the
Preamble of this Letter Agreement and for the purposes
of Subparagraph 2.6 and Paragraph 3 of this Letter
Agreement : ***
Specification changes as defined in Subparagraph
2.1 of this Appendix A (including USAir livery) : 1,197 lb
Operators Items as defined in Subparagraph 2.2.1 of
this Appendix A : 10,776 lb
----------
Operating Weight Empty of the A320 Aircraft for the
purposes of Subparagraphs 2.1 and 2.3 to 2.5 inclusive
of this Letter Agreememnt : 94,741 lb
Operators items as defined in Subparagraph 2.2.2 of
this Appendix A : 11,276 lb
----------
Operating Weight Empty of the A320 Aircraft for the
purposes of Subparagraphs 2.2 of this Letter Agreement : 96,241 lb
*Note As of the date hereof the Operating Weight Empty has not been
completely defined. The payloads, fuel burn and ranges guaranteed
in Paragraph 2 are based on the estimated Operating Weight Empty
as shown above.
2 Specification Changes and Operators Items
2.1 Weight of Specification Changes
As of the date of this draft the complete list of USAir
Specification Changes is unknown.
It is estimated that the weight of such Specification
Changes is: : 1,137 lb
USAir livery : 60 lb
2.2 Weights of Operators Items
Oil for engines and APU : 117 lb
Unusable fuel : 143 lb
Water for galleys and toilets : 441 lb
Waste tank pre-charge : 29 lb
A320 Aircraft documents and tool kits : 42 lb
Passenger seats and life jackets : 4,216 lb
Phone equipment : 170 lb
Galley structure and fixed equipment : 1,265 lb
Chillers : 195 lb
Catering and service equipment : 2,354 lb
Cabin supplies : 213 lb
Emergency equipment : 551 lb
Crew and bags : 1,040 lb
----------
2.2.1 Total Operators Items for the purposes of
Subparagraphs 2.1 and 2.3 to 2.5 inclusive of this
Letter Agreement : 10,776 lb
Additional items for over water operation : 1,500 lb
----------
2.2.2 Total Operators Items for the purposes of
Subparagraph 2.2 of this Letter Agreement : 12,276 lb
A321-211
CFM 56-5B-3 ENGINES
EXHIBIT 3
AMENDED LETTER AGREEMENT NO. 8C
As of June 10, 1998
US Airways Group, Inc.
2345 Crystal Drive
Arlington, VA 22227
Re: A321-211 PERFORMANCE GUARANTEES
Ladies and Gentlemen:
US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L. (the
"Seller"), have entered into an Airbus A319/A320/A321 Purchase Agreement
dated as of October 31, 1997 (the "Agreement"), which covers, among other
things, the sale by the Seller and the purchase by the Buyer of certain
Aircraft, under the terms and conditions set forth in said Agreement. The
Buyer and the Seller have agreed to set forth in this Amended Letter
Agreement No. 8C (the "Letter Agreement") certain additional terms and
conditions regarding the sale of the Aircraft. 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 said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement will be governed by the provisions of said Agreement, except that
if the Agreement and this Letter Agreement have specific provisions which
are inconsistent, the specific provisions contained in this Letter
Agreement will govern.
The Seller, in its capacity as "Buyer" under its arrangement with
the Manufacturer, has negotiated and obtained the following performance and
weight guarantees (the "Guarantees") from the Manufacturer, in its capacity
as "Seller" with respect to the A321 Aircraft, subject to the terms,
conditions, limitations and restrictions all as hereinafter set out. The
Seller hereby guarantees to the Buyer the performance by the Manufacturer
of the Manufacturer's obligations and assigns to the Buyer and the Buyer
hereby accepts, as to each A321 Aircraft delivered to the Buyer under the
Agreement, all of the rights and obligations of the Seller with respect to
such A321 Aircraft in the Seller's capacity as "Buyer" as aforesaid under
the said Guarantees and the Seller subrogates the Buyer into all such
rights and obligations in respect of such A321 Aircraft. The Seller hereby
warrants to the Buyer that it has all the requisite authority to make the
foregoing assignment and effect the foregoing subrogation to and in favor
of the Buyer and that it will not enter into any amendment of the
provisions so assigned or subrogated without the prior written consent of
the Buyer.
Capitalized terms used in the following quoted provisions and not
otherwise defined herein will have the meanings assigned thereto in the
Agreement except that the term "Seller" refers to the Manufacturer and the
term "Buyer" refers to the Seller (as defined in the Agreement).
QUOTE
PREAMBLE
The guarantees defined below (the "Guarantees") are applicable to the
A321 Aircraft as described in the Technical Specification E.000.02000
Issue 1 dated 30 June 1995 and fitted with CFM International CFM
56-5B-3 propulsion systems without taking into account any further
changes thereto as provided in the Agreement.
Notwithstanding the foregoing the Seller reserves the right to
increase the Design Weights above the weights shown in the
Specification in order to satisfy the Guarantees.
1 GUARANTEED PERFORMANCE
1.1 Take-off
1.1.1 FAR take-off field length at an A321 Aircraft gross weight of
196,210 lb (89,000 kg) at the start of ground run at sea level
pressure altitude at a temperature of 84(degree)F will be not more
than a guaranteed value of 8,090 feet.
1.1.2 When operated under the following conditions (representative of PHX
08R):
Pressure altitude : 1,133 ft
Ambient temperature : 100(degree)F
Take-off run available ("TOR") : 10,300 feet
Take-off distance available : 10,300 feet
Accelerate-stop distance available : 10,300 feet
Slope : 0.20% uphill
Wind : Zero
Obstacles (height and distance : 15 feet/1,438 feet
from end of TOR) : 418 feet/17,285 feet
the maximum permissible weight at the start of ground run will be not
less than a guaranteed value of 180,300 lb.
1.1.3 When operated under the following conditions (representative of DEN
09):
Pressure altitude : 5,431 ft
Ambient temperature : 84(degree)F
Take-off run available ("TOR") : 12,000 feet
Take-off distance available : 12,000 feet
Accelerate-stop distance available : 12,000 feet
Slope : 0.01% uphill
Wind : Zero
Obstacles : None
the maximum permissible weight at the start of ground run will be not
less than a guaranteed value of 176,400 lb.
1.2 Second Segment
The A321 Aircraft will meet FAR 25 regulations for one engine
inoperative climb after takeoff, undercarriage retracted, at a weight
corresponding to the stated weight at the start of ground run at the
altitude and temperature and in the configuration of flap angle and
safety speed required to comply with the performance guaranteed in
Subparagraph 1.1.
1.3 Initial Cruise Altitude
At an A321 Aircraft gross weight of 185,000 lb in ISA+10(degree)C
conditions the pressure altitude for:
1) Level flight at a true Mach number of 0.78 using a thrust not
exceeding maximum cruise thrust
2) A rate of climb of not less than 300 ft/min at a true Mach number
of 0.78 using a thrust not exceeding maximum climb thrust
3) A buffet maneuver margin of not less than 0.3g at a true Mach
number of 0.78
will be not less than a guaranteed value of 33,000 ft.
1.4 Speed
Level flight speed at an A321 Aircraft gross weight of 185,000 lb
at a pressure altitude of 33,000 ft in ISA+10(degree)C conditions
using a thrust not exceeding maximum cruise thrust will be not less
than a guaranteed true Mach number of 0.790.
1.5 Specific Range
1.5.1 The nautical miles per pound of fuel at an A321 Aircraft gross
weight of 170,000 lb at a pressure altitude of 35,000 ft in
ISA+10(degree)C conditions at a true Mach number of 0.78 will be
not less than a guaranteed value of 0.0702 nm/lb.
1.5.2 The nautical miles per pound of fuel at an A321 Aircraft gross
weight of 160,000 lb at a pressure altitude of 37,000 ft in
ISA+10(degree)C conditions at a true Mach number of 0.78 will be
not less than a guaranteed value of 0.0741 nm/lb.
1.6 En-route One Engine Inoperative
The A321 Aircraft will meet FAR regulations minimum en-route climb
one engine inoperative and the other operating at the maximum
continuous thrust with anti-icing off at an A321 Aircraft gross
weight of 170,000 lb in the cruise configuration in ISA+10(degree)C
conditions at a guaranteed pressure altitude of not less than
15,000 ft.
1.7 Landing Field Length
1.7.1 FAR certified wet landing field length at an A321 Aircraft gross
weight of 166,450 lb (75,500 kg) at sea level pressure altitude
will be not greater than 6,270 feet.
1.7.2 FAR certified wet landing field length at an A321 Aircraft gross
weight of 166,450 lb (75,500 kg) at a pressure altitude of 5,431 ft
will be not greater than 7,100 feet.
2 MISSION GUARANTEES
2.1 The A321 Aircraft will be capable of carrying a guaranteed payload
of not less than *** over a still air stage distance of ***
nautical miles (representative of PHL to SFO with a 65 knot
headwind) when operated under the conditions defined below:
2.1.1 The departure airport conditions (representative of PHL 09R) are as
follows:
Pressure altitude : 21 ft
Ambient temperature : 84(degree)F
Take-off run available ("TOR") : 10,499 feet
Take-off distance available : 10,499 feet
Accelerate-stop distance available : 10,499 feet
Slope : 0.10% downhill
Wind : Zero
Obstacles (height and distance : 17 feet/1,090 feet
from end of TOR) : 57 feet/4,306 feet
: 178 feet/9,500 feet
The destination airport conditions are such as to allow the
required landing weight to be used without restriction. Pressure
altitude is 11 feet.
2.1.2 An allowance of 220 lb of fuel is included for taxi at the
departure airport.
2.1.3 An allowance of 530 lb of fuel is included for take-off and climb
to 1,500 ft above the departure airport at 84(degree)F with
acceleration to climb speed.
2.1.4 Climb from 1,500 ft above the departure airport up to cruise
altitude using maximum climb thrust and cruise at a fixed Mach
number of 0.78 at pressure altitudes of 35,000 ft and 39,000 ft and
descent to 1,500 ft above the destination airport are conducted in
ISA+10(degree)C conditions. Climb and descent speeds below 10,000
ft will be 250 knots CAS.
2.1.5 An allowance of 230 lb of fuel is included for approach and land at
the destination airport.
2.1.6 Stage distance is defined as the distance covered during climb,
cruise and descent as described in Subparagraph 2.1.4 above.
2.1.7 At the end of approach and land 7,370 lb of fuel will remain in the
tanks. This represents the estimated fuel required for:
1) Missed approach
2) Diversion consisting of climb and cruise in ISA+10(degree)C
conditions over a still air distance of 150 nautical miles
starting at 1,500 ft above the destination airport.
3) Holding for 45 minutes at 20,000 ft pressure altitude in
ISA+10(degree)C conditions.
2.2 The A321 Aircraft will be capable of carrying a guaranteed payload
of not less than *** over a still air stage distance of ***
nautical miles (representative of STT to PHL with a 37 knot
headwind) when operated under the conditions defined below:
2.2.1 The departure airport conditions (representative of STT 10) are as
follows:
Pressure altitude : 24 ft
Ambient temperature : 84(degree)F
Take-off run available ("TOR") : 7,000 feet
Take-off distance available : 7,000 feet
Accelerate-stop distance available : 7,000 feet
Slope : 0.20% downhill
Wind : Zero
Obstacle (height and distance : 151 feet/2,083 feet
from end of TOR)
The destination airport conditions are such as to allow the
required landing weight to be used without restriction. Pressure
altitude is 21 feet.
2.2.2 An allowance of 220 lb of fuel is included for taxi at the
departure airport.
2.2.3 An allowance of 570 lb of fuel is included for take-off and climb
to 1,500 ft above the departure airport at 84(degree)F with
acceleration to climb speed.
2.2.4 Climb from 1,500 ft above the departure airport up to cruise
altitude using maximum climb thrust and cruise at a fixed Mach
number of 0.78 at pressure altitudes of 31,000 ft and 35,000 ft and
descent to 1,500 ft above the destination airport are conducted in
ISA+10(degree)C conditions. Climb and descent speeds below 10,000
ft will be 250 knots CAS.
2.2.5 An allowance of 270 lb of fuel is included for approach and land at
the destination airport.
2.2.6 Stage distance is defined as the distance covered during climb,
cruise and descent as described in Subparagraph 2.2.4 above.
2.2.7 At the end of approach and land 7,940 lb of fuel will remain in the
tanks. This represents the estimated fuel required for:
1) Missed approach
2) Diversion consisting of climb and cruise in ISA+10(degree)C
conditions over a still air distance of 150 nautical miles
starting at 1,500 ft above the destination airport.
3) Holding for 45 minutes at 20,000 ft pressure altitude in
ISA+10(degree)C conditions.
2.3 In carrying a fixed payload of 37,690 lb over a still air stage
distance of 2,000 nautical miles when operated under the conditions
defined below the Block Fuel will be not more than a guaranteed
value of ***.
2.3.1 The departure airport conditions are such as to allow the required
take-off weight to be used without restriction.
The destination airport conditions are such as to allow the
required landing weight to be used without restriction.
2.3.2 An allowance of 220 lb of fuel is included for taxi at the
departure airport.
2.3.3 An allowance of 630 lb of fuel is included for take-off and climb
to 1,500 ft pressure altitude with acceleration to climb speed at a
temperature of 84(degree)F.
2.3.4 Climb from 1,500 ft pressure altitude up to cruise altitude using
maximum climb thrust and cruise at a fixed Mach number of 0.78 at a
pressure altitude of 35,000 ft and descent to 1,500 ft pressure
altitude are conducted in ISA+10(degree)C conditions. Climb and
descent speeds below 10,000 ft will be 250 knots CAS.
2.3.5 An allowance of 260 lb of fuel is included for approach and landing
at the destination airport.
2.3.6 An allowance of 70 lb of fuel is included for taxi at the
destination airport.
2.3.7 Stage distance is defined as the distance covered during climb,
cruise and descent as described in Subparagraph 2.3.4 above.
Block Fuel is defined as the fuel burnt during taxi, take-off,
climb, cruise, descent and approach and landing as described in
Subparagraphs 2.3.2 to 2.3.6 inclusive.
2.3.8 At the end of approach and landing 8,300 lb of fuel will remain in
the tanks. This represents the estimated fuel required for:
1) Missed approach
2) Diversion consisting of climb and cruise in ISA+10(degree)C
conditions over a still air distance of 150 nautical miles
starting at 1,500 ft pressure altitude.
3) Holding for 45 minutes at 20,000 ft pressure altitude in
ISA+10(degree)C conditions.
2.4 The A321 Aircraft will be capable of carrying a fixed payload of
*** over a guaranteed still air stage distance of not less than ***
nautical miles when operated under the conditions defined below:
2.4.1 The departure airport conditions are such as to allow the required
take-off weight to be used without restriction.
The destination airport conditions are such as to allow the
required landing weight to be used without restriction.
2.4.2 An allowance of 220 lb of fuel is included for taxi at the
departure airport.
2.4.3 An allowance of 680 lb of fuel is included for take-off and climb
to 1,500 ft pressure altitude with acceleration to climb speed in
ISA+10(degree)C conditions.
2.4.4 Climb from 1,500 ft pressure altitude up to cruise altitude using
maximum climb thrust and cruise at a fixed Mach number of 0.78 at
pressure altitudes of 31,000 ft and 35,000 ft and descent to 1,500
ft pressure altitude are conducted in ISA+10(degree)C conditions.
Climb and descent speeds below 10,000 ft will be 250 knots CAS.
2.4.5 An allowance of 260 lb of fuel is included for approach and landing
at the destination airport.
2.4.6 Stage distance is defined as the distance covered during climb,
cruise and descent as described in Subparagraph 2.4.4 above.
2.4.7 At the end of approach and landing 8,790 lb of fuel will remain in
the tanks. This represents the estimated fuel required for:
1) Missed approach
2) Diversion consisting of climb and cruise in ISA+10(degree)C
conditions over a still air distance of 150 nautical miles
starting at 1,500 ft pressure altitude above the destination
airport.
3) Holding for 45 minutes at 20,000 ft pressure altitude in
ISA+10(degree)C conditions.
2.5 The A321 Aircraft will be capable of carrying a fixed payload of
*** over a guaranteed still air stage distance of not less than ***
when operated under the conditions defined below:
2.5.1 The departure airport conditions are such as to allow the required
take-off weight to be used without restriction.
The destination airport conditions are such as to allow the
required landing weight to be used without restriction.
2.5.2 An allowance of 220 lb of fuel is included for taxi at the
departure airport.
2.5.3 An allowance of 640 lb of fuel is included for take-off and climb
to 1,500 ft pressure altitude with acceleration to climb speed in
ISA+10(degree)C conditions.
2.5.4 Climb from 1,500 ft pressure altitude up to cruise altitude using
maximum climb thrust and cruise at a fixed Mach number of 0.78 at a
pressure altitude of 35,000 ft and descent to 1,500 ft pressure
altitude are conducted in ISA+10(degree)C conditions. Climb and
descent speeds below 10,000 ft will be 250 knots CAS.
2.5.5 An allowance of 260 lb of fuel is included for approach and landing
at the destination airport.
2.5.6 Stage distance is defined as the distance covered during climb,
cruise and descent as described in Subparagraph 2.5.4 above.
2.5.7 At the end of approach and landing 8,300 lb of fuel will remain in
the tanks. This represents the estimated fuel required for:
1) Missed approach
2) Diversion consisting of climb and cruise in ISA+10(degree)C
conditions over a still air distance of 150 nautical miles
starting at 1,500 ft pressure altitude above the destination
airport.
3) Holding for 45 minutes at 20,000 ft pressure altitude in
ISA+10(degree)C conditions.
2.6 The mission payload guarantee defined in Subparagraph 2.1 and the
mission fuel burn guarantee defined in Subparagraph 2.3 and the
mission range guarantees defined in Subparagraphs 2.3 and 2.4 are
based on the Buyer's Manufacturer's Weight Empty as defined in
Subparagraph 3.3 below plus a fixed allowance of 14,370 lb for
Customer Changes and Operators Items.
The mission payload guarantee defined in Subparagraph 2.2 is based
on the Buyer's Manufacturer's Weight Empty as defined in
Subparagraph 3.3 below plus a fixed allowance of 15,870 lb for
Customer Changes and Operators Items.
3 MANUFACTURER'S WEIGHT EMPTY AND USABLE LOAD
3.1 The Seller guarantees a Buyer's Manufacturer's Weight Empty of ***.
3.2 The Seller guarantees that the difference between the Buyer's
Manufacturer's Weight Empty and the Maximum Zero Fuel Weight will
be not less than ***.
3.3 For the purposes of this Paragraph 3 and of Subparagraph 2.6 above
the Buyer's Manufacturer's Weight Empty is the Manufacturer's
Weight Empty defined in Section 13- 10.00.00 of the Specification
and is subject to adjustment as defined in Subparagraph 7.2.
For information only an analysis of the Buyer's Manufacturer's
Weight Empty, Customer Changes, Operators Items and Operating
Weight Empty is shown in Appendix A to this Letter Agreement.
4 NOISE
4.1 External
4.1.1 The Seller guarantees that the A321 Aircraft will be certified in
accordance with FAR Part 36 Noise Standards, issue 1978, including
Amendment 36-15 Stage 3. The applicable noise limits are as defined
in paragraphs 36.201 and c36.5 (3).
4.1.2 ***
4.1.3 ***
4.2 Internal
4.2.1 Cockpit noise
At a pressure altitude of 35,000 ft and a Mach number of M=0.78 in
still air under ISA conditions, the guaranteed A-Weighted Sound
Pressure Level (SPL) will not exceed *** and the Speech
Interference Level (SIL) will not exceed ***.
4.2.2 Cabin noise
At a pressure altitude of 35,000 ft and a Mach number of M=0.78 in
still air under ISA conditions, the guaranteed A-Weighted Sound
Pressure Level (SPL) and the Speech Interference Level (SIL) will
be as follows:
- the A-Weighted SPL will not exceed *** over the whole seating area.
- the SIL will not exceed *** along the front 40% of the passenger
compartment and will not exceed *** along the remaining 60% of
the passenger compartment length.
4.2.3 On the ground and under the conditions defined in Subparagraph 5.9
below the noise levels in the passenger compartment with passenger
doors open or closed the A-weighted Sound Pressure Level ("SPL")
will not exceed *** and the Speech Interference Level ("SIL") will
not exceed ***.
5 GUARANTEE CONDITIONS
5.1 The performance and noise certification requirements for the A321
Aircraft, except where otherwise noted, will be as stated in
Section 02 of the Specification.
5.2 For the determination of FAR take-off and landing performance a
hard level dry runway surface with no runway strength limitations,
no obstacles, zero wind, atmosphere according to ISA, except as
otherwise noted and the use of speedbrakes, flaps, landing gear and
engines in the conditions liable to provide the best results will
be assumed.
When establishing take-off and second segment performance no air will
be bled from the engines for cabin air conditioning or anti-icing.
5.3 The en-route one engine inoperative climb performance will be
established with the amount of engine air bleed associated with the
maximum cabin altitude as specified in Section 21- 30.32 of the
Specification and an average ventilation rate not less than the
amount defined in the Specification but no air will be bled from
the engines for anti-icing.
5.4 Climb, cruise and descent performance associated with the
Guarantees will include allowances for normal electrical load and
for normal engine air bleed and power extraction associated with
maximum cabin differential pressure as defined in Section 21-30.31
of the Specification. Cabin air conditioning management during
performance demonstration as described in Subparagraph 6.3 below
may be such as to optimize the A321 Aircraft performance while
meeting the minimum air conditioning requirements defined above.
Unless otherwise stated no air will be bled from the engines for
anti-icing.
5.5 The engines will be operated using not more than the engine
manufacturer's maximum recommended outputs for take-off, maximum
go-round, maximum continuous, maximum climb and cruise for normal
operation unless otherwise stated.
5.6 Where applicable the Guarantees assume the use of an approved fuel
having a density of 6.7 lb/US gallon and a lower heating value of
18,590 BTU/lb.
5.7 Speech interference level (SIL) is defined as the arithmetic
average of the sound pressure levels in the 1,000, 2,000, and 4,000
Hz octave bands. A-weighted sound level (dBA) is as defined in the
American National Standard Specification ANSI.4-1971. ***
5.8 The sound levels guaranteed in Subparagraph 4.2:
i) will be measured at the positions defined in Section 03-83.10
of the Specification
ii) refer to an A321 Aircraft with standard acoustic insulation and an
interior completely furnished. The effect on noise of Buyer
Furnished Equipment other than passenger seats will be the
responsibility of the Buyer.
5.9 For the purposes of the sound levels guaranteed in Subparagraph
4.2.3 the APU and air conditioning system will be operating. Sound
level measurements may be made at the prevailing ambient
temperature with the air conditioning packs controlled to
approximate air conditioning machinery rotational speed appropriate
to an ambient temperature of 25(degree)C.
6 GUARANTEE COMPLIANCE
6.1 Compliance with the Guarantees will be demonstrated using operating
procedures and limitations in accordance with those defined by the
certifying Airworthiness Authority and by the Seller unless
otherwise stated.
6.2 Compliance with the take-off, second segment, en-route one engine
inoperative, landing and certified noise elements of the Guarantees
will be demonstrated with reference to the approved Flight Manual.
6.3 Compliance with those parts of the Guarantees defined in Paragraphs
1 and 2 above not covered by the requirements of the certifying
Airworthiness Authority will be demonstrated by calculation based
on data obtained during flight tests conducted on one (or more, as
agreed between the Buyer and the Seller) A321 aircraft of the same
aerodynamic configuration as those A321 Aircraft purchased by the
Buyer.
6.4 Compliance with the Manufacturer's Weight Empty and Usable Load
guarantees defined in Paragraph 3 will be demonstrated with
reference to a weight compliance report.
6.5 Compliance with the mission guarantees defined in Paragraph 2 will
be demonstrated with reference to the weight compliance report
described in Subparagraph 6.4.
6.6 Compliance with the guarantees defined in Subparagraphs 4.1.2 and
4.1.3 will be based on data collected for noise certification
purposes. Compliance with the guarantees defined in the said
paragraphs will not be construed as authorizing operation at the
defined airports (DCA and SNA) under the defined conditions.
6.7 Compliance with the noise guarantees defined in Subparagraph 4.2
will be demonstrated with reference to noise surveys conducted on
one (or more, at the Seller's discretion) A321 aircraft of an
acoustically similar standard as the A321 Aircraft.
6.8 Data derived from tests and noise surveys will be adjusted as
required using conventional methods of correction, interpolation or
extrapolation in accordance with established aeronautical practices
to show compliance with the Guarantees.
6.9 Compliance with the Guarantees is not contingent on engine
performance defined in the engine manufacturer's specification.
6.10 The Seller undertakes to furnish the Buyer with a report or reports
demonstrating compliance with the Guarantees at, or as soon as
possible after, the delivery of each of the A321 Aircraft.
7 ADJUSTMENT OF GUARANTEES
7.1 In the event of any change to any law, governmental regulation or
requirement or interpretation thereof ("rule change") by any
governmental agency made subsequent to the date of the Agreement
and such rule change affects the A321 Aircraft configuration or
performance or both required to obtain certification the Guarantees
will be appropriately modified to reflect the effect of any such
change.
7.2 The Guarantees apply to the A321 Aircraft as described in the
Preamble to this Letter Agreement and may be adjusted in the event
of:
a) Any further configuration change which is the subject of a SCN
b) Variation in actual weights of items defined in Section 13-10
of the Specification
c) Changes required to obtain certification which cause changes to the
performance or weight of the A321 Aircraft
8 EXCLUSIVE GUARANTEES
The Guarantees are exclusive and are provided in lieu of any and all
other performance and weight guarantees of any nature which may be
stated, referenced or incorporated in the Specification or any other
document.
9 UNDERTAKING; REMEDIES
***
If a deficiency is shown to exist the Seller may develop and install
a fix to correct such deficiency. The delay period to correct such
deficiency will not exceed *** of the affected A321 Aircraft.
If such a deficiency is not corrected as set forth in the immediately
preceding paragraph the Seller will, *** in respect of such deficient
A321 Aircraft pay to the Buyer by way of liquidated damages on the
anniversary date of the delivery the following amounts:
i) *** per pound deficient resulting from the average of the
deviations from the guaranteed payloads and/or
ii) *** per pound deficient of guaranteed Manufacturer's Weight
Empty and/or
iii) *** per one percent deficiency resulting from the average of the
deviations from the guaranteed Specific Ranges defined in
Subparagraph 1.5 and the guaranteed Fuel Burn defined in
Subparagraph 3 (parts of a percentage to be prorated).
Damages will be computed on the basis of the figures defined in (i)
and (ii) above and will be paid ***.
The Seller's maximum liability in respect of all deficiencies in
performance of any A321 Aircraft will be limited to the payment of
liquidated damages *** for each A321 Aircraft whichever occurs first.
Payment of liquidated damages as aforesaid will be deemed to settle
any and all claims and remedies of the Buyer against the Seller in
respect of performance deficiencies.
UNQUOTE
In consideration of the assignment and subrogation by the Seller
under this Letter Agreement in favor of the Buyer in respect of the
Seller's rights against and obligations to the Manufacturer under the
provisions quoted above, the Buyer hereby accepts such assignment and
subrogation and agrees to be bound by all of the terms, conditions
and limitations therein contained. The Buyer and Seller recognize and
agree that, except as otherwise expressly provided in Paragraph 8 of
this Letter Agreement, all the provisions of Clause 12 of the
Agreement, including without limitation the Exclusivity of Warranties
and General Limitations of Liability and Duplicate Remedies therein
contained, will apply to the foregoing performance guarantees.
ASSIGNMENT
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 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 Letter Agreement.
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/ Michele Lascaux
--------------------------
Its: Director Contracts
Date: November 24, 1998
Accepted and Agreed
US Airways Group, Inc.
By: /s/ Thomas A. Fink
-------------------------
Its: Treasurer
Date: November 24, 1998
1 Manufacturer's Weight Empty and Operating Weight Empty
At the time of this Agreement the Buyer's Manufacturer's Weight Empty
and the Operating Weight Empty for the purposes of Subparagraph 2.6
and Paragraph 3 of this Letter Agreement are defined as follows:
Manufacturer's Weight Empty as defined in the Specification
Reference E 000.02000 Issue 1 : 93,110 lb
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Buyer's Manufacturer's Weight Empty according to the
Preamble of this Letter Agreement and for the purposes of
Subparagraph 2.6 and Paragraph 3 of this Letter
Agreement : ***
Specification changes as defined in Subparagraph 2.1 of
this Appendix A (including US Airways livery) : 1,543 lb
Operators Items as defined in Subparagraph 2.2.1 of
this Appendix A : 12,829 lb
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Operating Weight Empty of the A321 Aircraft for the
purposes of Subparagraphs 2.1 and 2.3 to 2.5 inclusive
of this Letter Agreement :107,482 lb
Operators items as defined in Subparagraph 2.2.2 of
this Appendix A : 14,329 lb
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Operating Weight Empty of the A321 Aircraft for the
purposes of Subparagraphs 2.2 of this Letter Agreement :108,982 lb
*Note As of the date hereof the Operating Weight Empty has not been
completely defined. The payloads, fuel burn and ranges
guaranteed in Paragraph 2 are based on the estimated Operating
Weight Empty as shown above.
2 Specification Changes and Operators Items
2.1 Weight of Specification Changes
As of the date of this draft the complete list of USAir Specification
Changes is unknown. It is estimated that the weight of such
Specification Changes is:
: 1,483 lb
USAir livery : 60 lb
2.2 Weights of Operators Items
Oil for engines and APU : 117 lb
Unusable fuel : 154 lb
Water for galleys and toilets : 441 lb
Waste tank pre-charge : 29 lb
A321 Aircraft documents and tool kits : 42 lb
Passenger seats and life jackets : 5,184 lb
Phone equipment : 170 lb
Galley structure and fixed equipment : 1,512 lb
Chillers : 195 lb
Catering and service equipment : 2,829 lb
Cabin supplies : 252 lb
Emergency equipment : 704 lb
Crew and bags : 1,200 lb
----------
2.2.1 Total Operators Items for the purposes of
Subparagraphs 2.1 and 2.3 to 2.5 inclusive of this
Letter Agreement :12,829 lb
Additional items for over water operation : 1,500 lb
---------
2.2.2 Total Operators Items for the purposes of
Subparagraph 2.2 of this Letter Agreement :14,329 lb
LETTER AGREEMENT NO. 1 TO AMENDMENT NO. 1
As of June 10, 1998
US Airways Group, Inc.
2345 Crystal Drive
Arlington, VA 22227
Re: MISCELLANEOUS
Ladies and Gentlemen:
US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L. (the
"Seller"), have entered into Amendment No. 1, dated as of even date
herewith (the "Amendment"), to the Airbus A319/A320/A321 Purchase Agreement
dated as of October 31, 1997, which covers, among other things, the sale by
the Seller and the purchase by the Buyer of certain Aircraft, under the
terms and conditions set forth in said Agreement. The Buyer and the Seller
have agreed to set forth in this Letter Agreement No. 1 to the Amendment
(the "Letter Agreement") certain additional terms and conditions regarding
the sale of the Aircraft. 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 said Amendment, that the provisions of said
Amendment are hereby incorporated herein by reference, and that this Letter
Agreement will be governed by the provisions of said Amendment, except that
if the Amendment and this Letter Agreement have specific provisions which
are inconsistent, the specific provisions contained in this Letter
Agreement will govern.
1. LETTER AGREEMENT NO. 5
1.1 The Buyer and the Seller hereby agree that *** in Subparagraph 1.3 of
Letter Agreement No. 5 to the Agreement is hereby superseded and
replaced by ***. Therefore, Subparagraph 1.3 of Letter Agreement No.
5 to the Agreement is hereby superseded and replaced by the following
quoted text.
QUOTE
***
UNQUOTE
1.2 The Buyer and the Seller hereby agree that the reference to *** in
Subparagraph 2.1.1(ii)(b) of Letter Agreement No. 5 to the Agreement
is hereby superseded and replaced by ***. Therefore, Subparagraph
2.1.1(ii) of Letter Agreement No. 5 to the Agreement is hereby
superseded and replaced by the following quoted text.
QUOTE
***
UNQUOTE
2. LETTER AGREEMENT NO. 7
The Buyer and the Seller hereby agree to amend Subparagraph 9.1 of
Letter Agreement No. 7 to the Agreement by replacing such
subparagraph with the following quoted text.
QUOTE
9.1 ***
UNQUOTE
2. LETTER AGREEMENT NO. 13
The Buyer and the Seller hereby agree to amend Paragraph 8 of Letter
Agreement No. 13 to the Agreement by replacing such paragraph with
the following quoted text.
QUOTE
UNQUOTE
In consideration of the assignment and subrogation by the Seller
under this Letter Agreement in favor of the Buyer in respect of
the Seller's rights against and obligations to the Manufacturer
under the provisions quoted above, the Buyer hereby accepts such
assignment and subrogation and agrees to be bound by all of the
terms, conditions and limitations therein contained. The Buyer and
Seller recognize and agree that, except as otherwise expressly
provided in Paragraph 7 of this Letter Agreement, all the
provisions of Clause 12 of the Agreement, including without
limitation the Exclusivity of Warranties and General Limitations
of Liability and Duplicate Remedies therein contained, will apply
to the foregoing Technical Dispatch Reliability Guarantee.
ASSIGNMENT
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 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 Letter Agreement.
UNQUOTE
4. ASSIGNMENT
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 4
will be void and of no force or effect. Notwithstanding the preceding
sentence, the terms of Subclauses 19.5 and 19.6 of the Agreement will
apply to this Letter Agreement.
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/ Michele Lascaux
-------------------------
Its: Director Contracts
Date: November 24, 1998
Accepted and Agreed
US Airways Group, Inc.
By: /s/ Thomas A. Fink
-------------------------
Its: Treasurer
Date: November 24, 1998
