exv10w1



 





Exhibit 10.1




AMENDMENT NO. 17




TO




THE A319/A320 PURCHASE AGREEMENT

Dated as of September 12, 1997




BETWEEN AVSA S.A.R.L.




AND




AMERICA WEST AIRLINES, INC.



This Amendment No. 17 (hereinafter referred to as the “Amendment”) entered into as of July
30, 2007 by and between AIRBUS S.A.S. (legal successor to AVSA S.A.R.L.) a Societé par Actions
Simplifée 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 US AIRWAYS, INC., (legal successor to AMERICA WEST AIRLINES, INC.) a
corporation organized and existing under the laws of the State of Delaware, United States of
America, having its principal corporate office located at 111 Rio Salado Parkway, Tempe Arizona
85281, U.S.A. (hereinafter referred to as the “Buyer”).



WITNESSETH:



WHEREAS, the Buyer and the Seller have entered into an A319/A320 Purchase Agreement, dated as of
September 12, 1997 (which agreement, as previously amended by and supplemented with all Exhibits,
Appendices, Letter Agreements and amendments, including Amendment No. 1 executed on April 27, 1998,
Amendment No. 2 executed on December 9, 1998 together with Letter Agreement No. 1 to Amendment No.
2 executed on May 24, 1999, Amendment No. 3 together with all Letter Agreements thereto executed on
October 14, 1999 and together with Letter Agreement to Amendment No. 3 executed on May 10, 2001,
Amendment No. 4 executed on July 1, 2000 together with Letter Agreement to Amendment No. 4 executed
on July 28, 2000, Amendment No. 5 executed on October 12, 2000 together with Letter Agreement to
Amendment No. 5 executed on October 26, 2000, Amendment No. 6 executed on October 28, 2002,
Amendment No. 7 together with all Letter Agreements thereto executed on July 30, 2004, Amendment
No. 8 executed on October 1, 2004, Amendment No. 9 executed on September 27, 2005, Amendment No. 10
executed on September 27, 2005, Amendment No. 11 executed on October 11, 2005, Amendment No. 12
executed on February 9, 2006, Amendment No. 13 executed on April 28, 2006, Amendment No. 14
executed on August 24, 2006, Amendment No. 15 executed on August 24, 2006 and Amendment No. 16
executed on August 24, 2006, (the “Agreement”), which Agreement relates to, inter alia, the
sale by the Seller and the purchase by the Buyer of certain firmly ordered Airbus A318-100,
A319-100, A320-200 and A321-200 model aircraft.



WHEREAS, the Buyer and Seller agree to **.



 



			
	**	 	Confidential treatment requested.




					
	 	 	 
	AWE — A319/A320 — AMENDMENT NO. 17	 	AM 17 – 1	 	 





 









 







WHEREAS, 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.



NOW, THEREFORE IT IS AGREED AS FOLLOWS:





	1.	 	Paragraph 9.2.1 of the Agreement as set forth in Paragraph 5.3 of Amendment No. 16 to the
Agreement is deleted in its entirety and the following new Paragraph is inserted into the
Agreement in its place as Paragraph 9.2.1 and reads as set forth in the following quoted text:
	 
	 	 	QUOTE
	 
	 	 	9.2.1 Delivery Schedule for Amendment 16 Aircraft
	 
	 	 	Subject to the provisions of this Agreement, the Seller will have the Amendment 16 Aircraft
ready for delivery at Airbus, Hamburg, Germany and the Buyer will accept the same, during
the months set forth below (the “Scheduled Delivery Month”).
	 
	 	 	** pursuant to the provisions of Paragraph 2.2 of Amendment 16 to the Agreement.
	 
	 	 	** Paragraph 10 of Amendment 16 for the Amendment 16 A321 Aircraft.
	 
	 	 	The Buyer may **, provided the Buyer notifies the Seller in writing at least ** months
before the Scheduled Delivery Month of **. The Buyer may **.
	 
	 	 	For the purposes of this Amendment the Month of Delivery shown in the table below will be
referred to as the “Scheduled Delivery Month” for such Aircraft.





	 	 	 	 	 	 	 
	 	 	Month of	 	 	 	 
	Aircraft	 	Delivery	 	Year	 	**
	**
	 	**
	 	**
	 	**
	**
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	**
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	**
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	 	**




The Seller will, no earlier than **, provide the Buyer with the ** Amendment 16 Aircraft
will be tendered for delivery to the Buyer in a condition which is “ready for


 
 



			
	**	 	Confidential treatment requested.




					
	 	 	 
	AWE — A319/A320 — AMENDMENT NO. 17	 	AM 17 – 2	 	 





 









 






delivery” as set forth in Subparagraph 9.3 of the Agreement and otherwise in accordance with
this Agreement. The Seller shall give the Buyer not less than ** notice of the date on
which the Aircraft will be tendered for delivery to the Buyer in a condition which is “ready
for delivery” as set forth in Subparagraph 9.3 and otherwise in accordance with this
Agreement.




UNQUOTE




For the ease of reference only, below is the combined delivery schedule of all firmly
ordered aircraft to be delivered.



	 	 	 	 	 	 	 
	 	 	Month of	 	 	 	 
	Aircraft	 	Delivery	 	Year	 	**
	**
	 	**
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	**
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	 	**





 



			
	**	 	Confidential treatment requested.




					
	 	 	 
	AWE — A319/A320 — AMENDMENT NO. 17	 	AM 17 – 3	 	 




 









 






	 	 	The parties agree that the Buyer’s engine selection with respect to the **.
	 
	2.	 	EFFECT OF THE AMENDMENT AND OTHER MATTERS
	 
	2.1	 	This Amendment contains the entire agreement between the parties with respect to the subject
matter hereof and supersedes any previous understanding, commitments or representations
whatsoever, whether oral or written between the Buyer and the Seller.
	 
	2.2	 	The Agreement will be deemed to be amended to the extent provided by this Amendment and
except as specifically amended hereby, will continue in full force and effect in accordance
with its original terms.
	 
	2.3	 	Both parties agree that this Amendment will constitute an integral, nonseverable part of the
Agreement, 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.
	 
	3.	 	GOVERNING LAW
	 
	 	 	THIS AMENDMENT AND THE AGREEMENTS CONTEMPLATED HEREBY WILL BE GOVERNED BY AND CONSTRUED AND
THE PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF SUBPARAGRAPH
22.3 OF THE AGREEMENT.
	 
	 	 	IT IS AGREED THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF
GOODS WILL NOT APPLY TO THIS AMENDMENT OR TO THE AGREEMENTS CONTEMPLATED HEREIN.
	 
	4.	 	CONFIDENTIALITY
	 
	 	 	The Seller and the Buyer (including their employees, agents and advisors) agree to keep the
terms and conditions of this Amendment strictly confidential, except as required by
applicable law or pursuant to legal process. The Seller and the Buyer will consult prior to
any public disclosure regarding this Amendment; provided, however that, following execution
of this Amendment, Buyer may make such disclosure thereof as may be required by law or
governmental orders, rules or regulations.
	 
	5.	 	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 same instrument.





 



			
	**	 	Confidential treatment requested.




					
	 	 	 
	AWE — A319/A320 — AMENDMENT NO. 17	 	AM 17 – 4	 	 





 









 






If the foregoing correctly sets forth our understanding, please execute the original and one (1)
copy hereof in the space provided below and return a copy to the Seller.




	 	 	 	 	 
	 	Very truly yours,

AIRBUS S.A.S.
 	 
	 	By:  	/s/ Christophe Mourey 	 
	 	 	Its:  Senior Vice President Contracts 	 



	 	 	 	 	 
	Accepted and Agreed,

US AIRWAYS, INC.
 	 	 
	By:  	/s/ Thomas T. Weir
 	 	 
	 	Its:  Vice President and Treasurer 	 	 




 



			
	**	 	Confidential treatment requested.




					
	 	 	 
	AWE — A319/A320 — AMENDMENT NO. 17	 	AM 17 – 5