AMENDMENT No. 3
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. 3 (hereinafter referred to as the 'Amendment')
is entered into as of March _, 1995, 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 1 was signed
November 24, 1993. Amendment 2 was signed April 22, 1994.
WHEREAS, the Buyer and the Seller agree to amend the Agreement by
[*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,' and 'hereunder' and
words of similar import refer to this Amendment.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
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SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Option Aircraft No. Month of Delivery
1 [*CONF.TREAT.REQ.]
2 [*CONF.TREAT.REQ.]
3 [*CONF.TREAT.REQ.]
4 [*CONF.TREAT.REQ.]
5 [*CONF.TREAT.REQ.]
6 [*CONF.TREAT.REQ.]
7 [*CONF.TREAT.REQ.]
8 [*CONF.TREAT.REQ.]
9 [*CONF.TREAT.REQ.]
10 [*CONF.TREAT.REQ.]
11 [*CONF.TREAT.REQ.]
12 [*CONF.TREAT.REQ.]
13 [*CONF.TREAT.REQ.]
14 [*CONF.TREAT.REQ.]
15 [*CONF.TREAT.REQ.]
16 [*CONF.TREAT.REQ.]
17 [*CONF.TREAT.REQ.]
18 [*CONF.TREAT.REQ.]
19 [*CONF.TREAT.REQ.]
20 [*CONF.TREAT.REQ.]
21 [*CONF.TREAT.REQ.]
22 [*CONF.TREAT.REQ.]
23 [*CONF.TREAT.REQ.]
Option Aircraft No. Month of Delivery
24 [*CONF.TREAT.REQ.]
25 [*CONF.TREAT.REQ.]
26 [*CONF.TREAT.REQ.]
27 [*CONF.TREAT.REQ.]
28 [*CONF.TREAT.REQ.]
29 [*CONF.TREAT.REQ.]
30 [*CONF.TREAT.REQ.]
31 [*CONF.TREAT.REQ.]
32 [*CONF.TREAT.REQ.]
33 [*CONF.TREAT.REQ.]
34 [*CONF.TREAT.REQ.]
35 [*CONF.TREAT.REQ.]
36 [*CONF.TREAT.REQ.]
37 [*CONF.TREAT.REQ.]
38 [*CONF.TREAT.REQ.]
39 [*CONF.TREAT.REQ.]
40 [*CONF.TREAT.REQ.]
41 [*CONF.TREAT.REQ.]
42 [*CONF.TREAT.REQ.]
43 [*CONF.TREAT.REQ.]
44 [*CONF.TREAT.REQ.]
45 [*CONF.TREAT.REQ.]
46 [*CONF.TREAT.REQ.]
47 [*CONF.TREAT.REQ.]
48 [*CONF.TREAT.REQ.]
49 [*CONF.TREAT.REQ.]
50 [*CONF.TREAT.REQ.]
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 filing 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 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 shall
survive any termination of this Amendment.
If the foregoing correctly sets forth our understanding, please
indicate your acceptance by signing in the space provided below.
Agreed and Accepted, Yours sincerely,
UNITED AIR LINES, INC. AVSA, S.A.R.L.
By: /s/ D.A. Hacker By: /s/ Christophe Mourey
Its: Senior V.P. Finance & CFO Its: Chief Executive Officer
Date: 4/28/95 Date:
APPENDIX 1
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]