Exhibit 10.6
Amendment No. 5
TO THE A319/A320/A321 PURCHASE AGREEMENT
dated as of October 31, 1997
between
AVSA, S.A.R.L.,
and
US AIRWAYS GROUP, INC.
This Amendment No. 5 (hereinafter referred to as the "Amendment")
entered into as of October 29, 1999, by and between AVSA, S.A.R.L.,
a societe a responsabilite limitee organized and existing under the
laws of the Republic of France, having its registered office
located at ▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇
(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 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇.▇.▇.
(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 which
agreement, together with all Exhibits, Appendices and Letter
Agreements attached thereto (the "Purchase Agreement") 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 and Amendment No. 4 dated as of August 31, 1999, is
hereinafter called the "Agreement."
WHEREAS, the Buyer wishes to exercise its Conversion Rights
under the Agreement to purchase *** Aircraft.
WHEREAS, the Buyer and the Seller agree to certain other
amendments to the Agreement.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS :
1. DEFINITIONS
-----------
Capitalized terms used herein and not otherwise defined in this
Amendment will have the meanings assigned to them in the
Agreement. The terms "herein," "hereof," and "hereunder" and
words of similar import refer to this Amendment.
*** Aircraft firmly ordered by the Buyer are hereinafter
referred to as "Firm *** Aircraft."
2. DELIVERY
--------
2.1 Pursuant to the terms of Paragraph 1 of Letter Agreement No. 4
to the Purchase Agreement, the Buyer is exercising its
Conversion Rights by converting *** Firm *** Aircraft into
firm *** Aircraft, the aircraft so converted being referred to
collectively as the "Converted Firm *** Aircraft."
2.2 Therefore, the delivery schedule set forth in Subclause 9.1.1
of the Purchase Agreement, as amended, is hereby superseded and
replaced by the schedule set forth in Appendix 1 hereto.
3. SPECIFICATION
-------------
3.1 Standard Specification
----------------------
The second Subclause 2.2 (ii) of the Purchase Agreement is
canceled and replaced by the following quoted text.
QUOTE
(iii) The Firm A321 Aircraft will be manufactured in accordance
with the A321-200 Standard Specification Document
No. E.000.02000, Issue 2, dated January 30, 1998 (the "A321
Standard Specification"), as amended to include (i) the
following design weights, MTOW=93 metric tons, MLW=77.8 metric
tons, MZFW=73.8 metric tons, and (ii) two (2) auxiliary center
tanks ("ACTs").
UNQUOTE
The A321 Standard Specification annexed to the Purchase
Agreement as Exhibit "A-3" is canceled and replaced by Appendix
2 to this Amendment.
3.2 Specification Changes
---------------------
The Buyer and the Seller will agree on the list of SCNs
amending the A321 Standard Specification not later than
December 17, 1999. It is the intention of the parties that,
with the exception of the ACTs and the modifications resulting
from the increase in design weights, the A321 Standard
Specification, as amended by such SCNs, will be identical to
the A321 Specification defined in the Purchase Agreement. The
list of SCNs so agreed will replace the change orders ("Change
Orders") listed in Exhibit "B" to the Purchase Agreement
with respect to the A321 Aircraft. The price of the individual
SCNs will be ***. The A321 Standard Specification, as amended
by said forthcoming SCNs, is hereinafter referred to as the
"A321 Specification."
4. AIRFRAME PRICE
--------------
Subclause 4.1.1.3 (i) of the Purchase Agreement is canceled and
replaced by the following quoted text.
QUOTE
The Base Price of the Standard A321 Airframe, as defined in the
A321 Standard Specification set forth in Appendix 2 of
Amendment No. 5 to the Purchase Agreement, as amended to
include increased design weights and two (2) ACTs (excluding
Buyer Furnished Equipment and SCNs), at delivery conditions
prevailing in January 1996, which is:
US $***
(US dollars-***)
UNQUOTE
5. PREDELIVERY PAYMENTS
--------------------
Pursuant to the terms of Subparagraph 1.2 of Letter Agreement
No. 4 to the Purchase Agreement, the Buyer will pay the
difference between the Predelivery Payments the Buyer has paid
prior to the date hereof and what it would have paid had the
Converted Firm *** Aircraft been ordered when the Purchase
Agreement was first entered into by the Buyer and the Seller.
The Buyer will make this payment within three (3) Working Days
of execution of this Amendment, and the conversion will be
effective when the Seller has received such payment.
6. FLEXIBILITY RIGHTS
------------------
6.1 Conversion Rights
-----------------
6.1.1 The conversion of the *** Converted Firm *** Aircraft is
***.
6.1.2 The *** Converted Firm *** Aircraft will ***. The Seller
will make all reasonable efforts not to ***.
6.2 ***
7. ***
8. PERFORMANCE GUARANTEES
----------------------
The Buyer and the Seller will agree on performance guarantees
for the A321 Aircraft not later than December 17, 1999. These
performance guarantees will be based on Exhibit 3 of Amendment
No.1 to the Purchase Agreement, which will be amended to
reflect the changes in the A321 Specification, notably the
increased design weights and the ACTs.
The payload guaranteed on the route PHL-SFO, using the same
parameters as in Exhibit 3 of Amendment No.1 to the Purchase
Agreement, is *** lbs for the A321 Aircraft equipped with CFM
International CFM56-5B3/P Propulsion Systems, and *** lbs for
the A321 Aircraft equipped with International Aero Engines
V2533-A5 Propulsion Systems.
9. EFFECT OF AMENDMENT
-------------------
9.1 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.
9.2 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.
10. 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 10 will be void and of no force or
effect. Notwithstanding the preceding sentence, the terms of
Subclauses 19.5 and 19.6 of the Purchase Agreement will apply
to this Amendment.
11. GOVERNING LAW
-------------
THIS AMENDMENT WILL BE GOVERNED BY AND ITS PERFORMANCE
CONSTRUED 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.
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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ Lascaux
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Its: Vice President - Purchasing Its: Director Contracts
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Appendix 1 to Amendment No. 5
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