Exhibit 10.6
AMENDMENT NO. 7
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. 7 (hereinafter referred to as the "Amendment")
is entered into as of January ___, 1997, 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 and
certain Airbus Industrie A320-200 model 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.
Amendment No. 5 to the Agreement was signed on August 22, 1996.
Amendment No. 6 to the Agreement was signed on January___, 1997.
WHEREAS, the Buyer and the Seller wish to document their
agreement that the Buyer has [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] under the
Agreement.
United_A320
A:\AMD7-320.WPD
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. OPTION AIRCRAFT
---------------
The parties hereby agree that:
(i) the Buyer forthwith [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] under the Agreement; and
(ii) the Seller [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to
the Buyer under the Agreement with specific regard to
Option Aircraft.
(iii) Notwithstanding Paragraph 1 (i) and Paragraph 1
(ii) above, and for the avoidance of doubt, in the
event that [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] under
Letter Agreement No. 2 to the A319 Purchase Agreement
with the Seller dated, August 22, 1996 (as it may be
amended and supplemented from time to time, the "A319
Agreement"), then the parties acknowledge and agree
that [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
2. [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
The Buyer hereby acknowledges for the benefit of the Seller
that the Seller shall have, as of the date hereof,
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT] to the Buyer under the
Agreement.
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.
United - A320
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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 reasonable 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 - A320
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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, Agreed and Accepted,
UNITED AIR LINES, INC. AVSA, S.A.R.L.
By: /s/ Douglas A. Hacker By: /s/ Michele Lascaux
Its: Senior Vice President and Its: Director Contracts
Chief Financial Officer
Date: January 31, 1997 Date: January 31, 1997
United - A320
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