Amendment No. 7 to the Airbus A330 Purchase Agreement dated as of October 2, 2007 between AIRBUS S.A.S. and US AIRWAYS, INC.
Exhibit 10.37
Amendment No. 7
to the
Airbus A330 Purchase Agreement
dated as of October 2, 2007
between
AIRBUS S.A.S.
and
US AIRWAYS, INC.
This Amendment No. 7 to the Airbus A330 Purchase Agreement between Airbus S.A.S. and US Airways, Inc. (this “Amendment”) is entered into as of December 20, 2013, by and between Airbus S.A.S., a société par actions simplifiée, organized and existing under the laws of the Republic of France, having its registered office located at 1, rond-point Maurice Bellonte, 31700 Blagnac, France (the “Seller”), and US Airways, Inc., a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate offices located at 111 West Rio Salado Parkway, Tempe, Arizona 85281, U.S.A. (the “Buyer”).
W I T N E S S E T H
WHEREAS, the Buyer and the Seller entered into an Airbus A330 Purchase Agreement dated as of October 2, 2007, which agreement, as previously amended by and supplemented with all Exhibits, Appendices, Letter Agreements and amendments, including Amendment No. 1 dated as of November 15, 2007, Amendment No. 2 dated as of October 20, 2008 (“Amendment No. 2”), Amendment No. 3 dated as of January 16, 2009, Amendment No. 4 dated as of July 23, 2009, Amendment No. 5 dated as of November 20, 2009, and Amendment No. 6 dated as of May 3, 2013 (the “Agreement”), relates to the sale by the Seller and the purchase by the Buyer of certain Airbus A330 model aircraft;
WHEREAS, pursuant to, inter alia, (i) Amendment No. 2, (ii) Amendment No. 2 to the Amended and Restated Airbus A320 Family Purchase Agreement, and (iii) Amendment No. 1 to the Amended and Restated Airbus A350 XWB Purchase Agreement, each dated as of October 20, 2008, the *****, in exchange for the Buyer’s agreement to amend, among other things, certain provisions of the Aggregate Agreements (as defined in Amendment No. 2) including the *****;
WHEREAS, the Buyer has ***** (as defined in Amendment No. 2)) under this Agreement, and *****; and
WHEREAS, the Buyer and the Seller have agreed to amend certain terms of the Agreement as set forth herein.
***** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.
| USA – Amendment No. 7 to Airbus A330 Purchase Agreement | EXECUTION | |||
| 1 | CONFIDENTIAL AND PRIVILEGED | |||
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
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.
| 1. | TERMINATION EVENT |
Clause 21.1(11) of the Agreement is hereby amended and restated to read in its entirety as follows:
QUOTE
INTENTIONALLY LEFT BLANK.
UNQUOTE
| 2. | ***** |
Clause 22.14 of the Agreement is hereby amended and restated to read in its entirety as follows:
QUOTE
INTENTIONALLY LEFT BLANK.
UNQUOTE
| 3. | EFFECT OF AMENDMENT |
| 3.1 | The provisions of this Amendment constitute a valid amendment to the Agreement and 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. |
| 3.2 | 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. |
| 4. | CONFIDENTIALITY |
This Amendment is subject to the confidentiality provisions set forth in Clause 22.7 of the Agreement.
***** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.
| USA – Amendment No. 7 to Airbus A330 Purchase Agreement | EXECUTION | |||
| 2 | CONFIDENTIAL AND PRIVILEGED | |||
| 5. | GOVERNING LAW |
The governing law shall be as set forth in Clause 22.4 of the Agreement.
| 6. | COUNTERPARTS |
This Amendment may be signed in any number of separate counterparts. Each counterpart, when signed and delivered (including counterparts delivered by facsimile transmission), will be an original, and the counterparts will together constitute one and the same instrument.
***** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.
| USA – Amendment No. 7 to Airbus A330 Purchase Agreement | EXECUTION | |||
| 3 | CONFIDENTIAL AND PRIVILEGED | |||
IN WITNESS WHEREOF, these presents were entered into as of the day and year first above written.
| US AIRWAYS, INC. | AIRBUS S.A.S. | |||||||
| By: | By: | |||||||
| Its: | Its: | |||||||
***** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.
| USA – Amendment No. 7 to Airbus A330 Purchase Agreement | EXECUTION | |||
| CONFIDENTIAL AND PRIVILEGED | ||||
