Amendment No. 7
TO THE A319/A320/A321 PURCHASE AGREEMENT
dated as of October 31, 1997
between
AVSA, S.A.R.L.,
and
US AIRWAYS GROUP, INC.
1
This Amendment No. 7 (hereinafter referred to as the "Amendment")
entered into as of June 29, 2000, 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, U.S.A.
(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 and as amended by
Amendment No. 1 dated as of June 10, 1998, Amendment No. 2 dated as
of January 19, 1999, Amendment No. 3 dated as of March 31, 1999,
Amendment No. 4 dated as of August 31, 1999, Amendment No. 5 dated
as of October 29, 1999, and Amendment No. 6 dated as of April 19,
2000, is hereinafter called the "Agreement."
WHEREAS, the Buyer wishes to exercise certain of its
conversion rights under the Agreement.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS :
1. DEFINITIONS
-----------
Capitalized terms used herein and not otherwise defined in
this Amendment will have the meanings assigned to them in the
Agreement. The terms "herein," "hereof," and "hereunder" and
words of similar import refer to this Amendment.
2. DELIVERY
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2.1 The Buyer and the Seller hereby agree to the following
reschedulings:
****
2.2 As a result of paragraph 2.1 above, the delivery schedule set
forth in Appendix 1 of Amendment No. 6 to the Agreement is
hereby superseded and replaced by the schedule set forth in
Appendix 1 hereto.
3. PREDELIVERY PAYMENTS
--------------------
Predelivery Payments will be adjusted to reflect the changes
described in paragraph 2 above.
4. TRAINING
--------
****
5. CERTIFICATION
-------------
The Buyer and the Seller agree to amend Subclause 2.3 of the
Agreement by replacing such clause with the following quoted
text.
QUOTE
2.3 Certification
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Prior to the delivery of the first A319 Aircraft, the first
A320 Aircraft and the first A321 Aircraft, the Seller will
obtain or cause to be obtained a US FAA Type Certificate
(transport category) for the Aircraft pursuant to Part 21 and
in compliance with the applicable provisions of Part 25 of the
US Federal Aviation Regulations. At or before such time, the
Seller will provide the Buyer with a copy of each such Type
Certificate.
Each Aircraft will be delivered to the Buyer with the
Certificate of Airworthiness for Export issued by the LBA for
the A319 Aircraft and A321 Aircraft and by the DGAC for the
A320 Aircraft, and in a condition enabling the Buyer (or an
eligible person under then applicable law) to immediately
obtain at the time of delivery a US Standard Airworthiness
Certificate issued pursuant to Part 21 of the US Federal
Aviation Regulations, and ****.
After transfer of title to the Aircraft will have occurred,
and once the registration process with the FAA will have taken
place, the Buyer will present to the LBA, as the
representative of the FAA for A319 Aircraft and A321 Aircraft,
and to the DGAC, as the representative of the FAA for A320
Aircraft, (i) the Certificate of Airworthiness for Export and
(ii) the temporary registration certificate issued by the FAA,
with respect to the Aircraft. The LBA or DGAC representative
acting on behalf of the FAA will then immediately issue to the
Buyer the US Standard Airworthiness Certificate for the
Aircraft.
In addition, the Seller will assist the Buyer in obtaining at
time of delivery of the first A321 Aircraft ****.
The Buyer will be responsible for the United States
registration of the Aircraft. The Seller will have no
obligation, whether before, at or after delivery of any
Aircraft, to make any alterations to such Aircraft to enable
such Aircraft to meet FAA requirements for specific operation
on routes unique to the Buyer, ****.
3
Except as set forth in this Subclause 2.3, the Seller will not
be required to obtain any other certificate or approval with
respect to the Aircraft.
UNQUOTE
6. LETTER AGREEMENT NO. 5
----------------------
The Buyer and the Seller agree to amend Subparagraph 1.3 of
Letter Agreement No. 5 by replacing such paragraph with the
following quoted text.
QUOTE
****
UNQUOTE
4
7. EFFECT OF AMENDMENT
-------------------
The Agreement will be deemed to be amended to the extent
herein provided, and, except as specifically amended hereby,
will continue in full force and effect in accordance with its
original terms. This Amendment supersedes any previous
understandings, commitments, or representations whatsoever,
whether oral or written, related to the subject matter of this
Amendment.
Both parties agree that this Amendment will constitute an
integral, nonseverable part of the Agreement, that the
provisions of the Agreement are hereby incorporated herein by
reference, and that this Amendment will be governed by the
provisions of the Agreement, except that if the Agreement and
this Amendment have specific provisions that are inconsistent,
the specific provisions contained in this Amendment will
govern.
8. 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 8 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.
9. GOVERNING LAW
-------------
THIS AMENDMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK. THE PERFORMANCE OF
THIS AMENDMENT WILL BE DETERMINED ALSO IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK. THE PARTIES HEREBY ALSO AGREE
THAT THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE
OF GOODS WILL NOT APPLY TO THIS TRANSACTION.
5
If the foregoing correctly sets forth our understanding, please
execute this Amendment in the space provided below, whereupon, as
of the date first above written, this Amendment will constitute
part of the Agreement.
Agreed and accepted Yours sincerely,
US AIRWAYS GROUP, INC. AVSA, S.A.R.L.
By: /s/ Thomas A. Fink By: /s/ Francois Besnier
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Its: Vice President - Purchasing Its: Chief Executive Officer
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6
Appendix I
****
LETTER AGREEMENT NO. 1
As of June 29, 2000
US Airways Group, Inc.
2345 Crystal Drive
Arlington, VA 22227
Re: CERTIFICATION
-------------
Ladies and Gentlemen:
US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L. (the
"Seller"), have entered into Amendment No. 7, 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 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 Amendment and this
Letter Agreement have specific provisions which are inconsistent,
the specific provisions contained in this Letter Agreement will
govern.
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1 STANDARD AIRWORTHINESS CERTIFICATE
----------------------------------
Pursuant to Subclause 2.3 of the Agreement, the Seller is
required to deliver each Aircraft with the Certificate of
Airworthiness for Export issued by the LBA for A319 Aircraft
and A321 Aircraft and DGAC for A320 Aircraft, and in a
condition enabling the Buyer (or an eligible person under then
applicable law) to immediately obtain at the time of delivery
a US Standard Airworthiness Certificate issued by the DGAC or
LBA, as the representative of the FAA, pursuant to Part 21 of
the US Federal Aviation Regulations, and ****.
2. ****
----
Pursuant to Subclause 2.3 of the Agreement, the Seller is
required to deliver the first A321 Aircraft in a condition
enabling the Buyer to obtain at time of delivery of the first
A321 Aircraft a ****.
2. 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 2 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.
Yours sincerely, Agreed and accepted
AVSA, S.A.R.L. US AIRWAYS GROUP, INC.
By: /s/ Francois Besnier By: /s/ Thomas A. Fink
-------------------- ------------------
Its: Chief Executive Officer Its: Vice President - Purchasing
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