AMENDMENT NO. 5
TO THE A320 PURCHASE AGREEMENT
dated as of August 10, 1992
between
AVSA, S.A.R.L.
and
UNITED AIR LINES, INC.
This Amendment No. 5 (hereinafter referred to as the 'Amendment')
is entered into as of August 22, 1996, 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 UNITED AIR LINES, 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 1200
East Algonquin Road, Elk Grove Village, Illinois 60007
(hereinafter referred to as the 'Buyer').
WITNESSETH:
WHEREAS, the Buyer and the Seller have entered into an A320
Purchase Agreement, dated as of August 10, 1992 (which agreement,
as previously amended by and supplemented with all Exhibits,
Appendices, Letter Agreements, and Amendments attached thereto is
hereinafter called the 'Agreement'), which Agreement relates to
the sale by the Seller and the purchase by the Buyer of certain
firmly ordered Airbus Industrie A320-200 model aircraft (the
'Aircraft') and certain Airbus Industrie A320-200 model option
aircraft (the 'Option Aircraft'). Amendment No. 1 to the
Agreement was signed on November 24, 1993. Amendment No. 2 to
the Agreement was signed on April 22, 1994. Amendment No. 3 to
the Agreement was signed on March 31, 1995. Amendment No. 4 to
the Agreement was signed on November 27, 1995.
United-A319-10 August 22, 1996
C:\UNITED\319-10.PAG\AMEND-5.WPD
WHEREAS, the Buyer and the Seller agree to amend Subclause 9.1
and 21.1 of the Agreement.
WHEREAS, 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.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. DELIVERY
--------
Subclause 9.1 of the Agreement is hereby superseded and amended to
read as follows:
QUOTE
Firm Aircraft No. Month of Delivery
---------------- -----------------
1 November 1993
2 November 1993
3 December 1993
4 December 1993
5 December 1993
6 January 1994
7 February 1994
8 March 1994
9 March 1994
10 April 1994
11 April 1994
12 June 1994
13 June 1994
14 July 1994
15 September 1994
16 September 1994
17 September 1994
18 October 1994
19 November 1994
20 December 1994
21 December 1994
22 January 1995
23 February 1995
24 February 1995
United-A319-10 August 22, 1996
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Firm Aircraft No. Month of Delivery
---------------- -----------------
25 March 1995
26 March 1995
27 April 1995
28 May 1995
29 June 1995
30 February 1996
31 March 1996
32 May 1996
[*CONFIDENTIAL MATERIAL [*CONFIDENTIAL MATERIAL
OMITTED AND FILED OMITTED AND FILED
SEPARATELY WITH THE SEPARATELY WITH THE
SECURITIES AND EXCHANGE SECURITIES AND EXCHANGE
COMMISSION PURSUANT COMMISSION PURSUANT
TO A REQUEST FOR TO A REQUEST FOR
CONFIDENTIAL TREATMENT] CONFIDENTIAL TREATMENT]
UNQUOTE
United-A319-10 August 22, 1996
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2. TERMINATION FOR CERTAIN EVENTS
------------------------------
Subclause 21.1(3) of the Agreement is hereby superseded and
amended to read as follows:
QUOTE
(3) An action is commenced against the Buyer seeking
issuance of a warrant of attachment, execution,
distraint or similar process against all or
substantially all of its assets and such action is not
dismissed within thirty (30) days.
UNQUOTE
3. EFFECT OF AMENDMENT
-------------------
The Agreement will be deemed 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.
4. CONFIDENTIALITY
---------------
Subject to any legal or governmental requirements of
disclosure, the parties (which for this purpose will include
their employees, agents and advisors) will maintain strictly
confidential the terms and conditions of this Amendment and
any information, reports or other data furnished hereunder
or in connection with the negotiation of this Amendment
without limiting the generality of the foregoing. The Buyer
will use its best efforts to limit the disclosure of the
contents of this Amendment to the extent legally permissible
in any filing required to be made by the Buyer with any
governmental agency and will make such applications as will
be necessary to implement the foregoing. The Buyer and the
Seller will consult with each other prior to the making of
any public disclosure or filing permitted hereunder of this
Amendment or the terms and conditions hereof. Each party
will inform the other of receipt of any legal demand,
whether by subpoena, discovery request or otherwise, for
disclosure of this Amendment or its contents. The
provisions of this Paragraph 4 will survive any termination
of this Amendment.
United-A319-10 August 22, 1996
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If the foregoing correctly sets forth our understanding, please
indicate your acceptance by signing in the space provided below.
Agreed and Accepted,
UNITED AIR LINES, INC. AVSA, S.A.R.L.
By: /s/ Douglas A. Hacker By: /s/ Christophe Mourey
--------------------- ---------------------
Douglas A. Hacker Christophe Mourey
Its: Senior Vice President and Its: Chief Executive Officer
Chief Financial Officer
Date: Date: August 12, 1996
--------------------- --------------------
United-A320 AM5-3
A320 Purchase Agreement - AVSA SARL and United Air Lines Inc.
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