Amendment No. 2
TO THE A320 PURCHASE AGREEMENT
between
AVSA, S. A. R. L.,
and
UNITED AIR LINES, INC.
This Amendment No. 2 (hereinafter referred to as the
'Amendment'), is entered into as of April 22, 1994, 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 (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 and Letter Agreements attached thereto, and as amended
by Amendment No. 1, dated November 24, 1993, is hereinafter
called the 'Agreement'), which Agreement relates to the sale by
the Seller and the purchase by the Buyer of certain Airbus
Industrie A320-200 model aircraft (the 'Aircraft').
CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.
Whereas, capitalized terms used herein and not otherwise defined
in this Amendment shall have the meaning assigned to them in the
Agreement. The terms 'herein,' 'hereof,' 'hereunder' and words
of similar import refer to this Amendment.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
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1. Letter Agreement No. 9 to the Agreement
Letter Agreement No. 9 to the Agreement shall be amended as
follows:
1.1 The first paragraph of Paragraph 3 shall be deleted and
replaced by the following paragraph:
QUOTE
CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.
UNQUOTE
1.2 Subparagraph 4.3 shall be amended by adding the following
sentence at the end thereof:
QUOTE
CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.
UNQUOTE
UAL - A320 Amdt. 2-2
1.3 The second paragraph of Paragraph 5 shall be deleted and
replaced by the following paragraph:
QUOTE
CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.
UNQUOTE
1.4 Subparagraph 7.2 shall be deleted and replaced by the
following:
QUOTE
CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.
UNQUOTE
1.5 Paragraph 8 shall be amended by adding the following
sentence at the end of the first paragraph thereof:
QUOTE
CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.
UNQUOTE
2. Exhibit D to Letter Agreement No.8
Exhibit D to Letter Agreement No. 8 to the Agreement, shall
be amended by adding a sentence at the end thereof, which
shall read as follows:
QUOTE
CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.
UAL A320 Amdt. 2-3
CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.
UNQUOTE
3. EFFECT OF AMENDMENT
The Agreement shall be deemed amended to the extent herein
provided, and, except as specifically amended hereby, shall
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 shall
include their employees, agents and advisors) shall 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 shall use its best efforts to limit the
disclosure of the contents of this Amendment to the extent
legally permissible in any filinq required to be made by the
Buyer with any governmental agency and shall make such
applications as shall be necessary to implement the
foregoing. The Buyer and Seller shall 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 shall 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 shall
survive any termination of this Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed in triplicate (each triplicate shall be deemed
an original) as of the date first above written, whereupon this
Amendment shall constitute part of the Agreement.
UNITED AIR LINE, INC. AVSA, S.A.R.L.
By: /s/ Douglas A. Hacker By: /s/ Christophe Mourey
Its: Sr. Vice President - Finance Its: AVSA Chief Executive Officer
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Attachment No. 1 to Amendment No. 2 to the Agreement
CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.
UAL - A320 Amdt. 2-6