Exhibit 10.20
SECOND AMENDMENT TO ASSET ACQUISITION AGREEMENT
This SECOND AMENDMENT TO ASSET ACQUISITION AGREEMENT (this "Second
Amendment"), dated as of February 15, 2005, is by and among Southwest Airlines
Co., a Texas corporation ("Southwest"), and ATA Holdings Corp., an Indiana
corporation ("Holdings") and its wholly-owned subsidiary ATA Airlines, Inc., an
Indiana corporation ("ATA") (Holdings and ATA as debtors and debtors in
possession are collectively referred to as "Sellers" and each individually is
referred to as "Seller").
R E C I T A L S
WHEREAS, Southwest, Holdings and ATA entered into that certain Asset
Acquisition Agreement (the "Agreement") as of December 22, 2004, pursuant and
subject to the terms and conditions of which, among other things, the Sellers
agreed to sell, assign and transfer to Southwest, and Southwest agreed to
purchase and acquire from Sellers, certain assets, rights, interests and
properties of Sellers as described therein
WHEREAS, the Sellers and Southwest are parties to a the First Amendment to
Asset Acquisition Agreement dated as of January 31, 2005 (the "First
Amendment"), pursuant to which the parties agreed to extend the expiration date
for the assignment of the Midway Hangar and the Midway Hangar Property
WHEREAS, the Sellers and Southwest desire to further extend the expiration
date for the assignment of the Midway Hangar and Midway Hangar Property to
February 28, 2005.
A G R E E M E N T S
NOW, THEREFORE, in consideration of the mutual agreements contained herein,
and subject to the terms and conditions hereof, the parties hereto hereby agree
as follows:
1. Definitions. All capitalized terms used but not elsewhere defined herein
shall have the respective meanings ascribed to such terms in the Agreement.
2. Amendment to Agreement. The Agreement is amended by deleting the current
version of Section 12.3(b)(iii) in its entirety and substituting the following
version in lieu thereof;
(iii) if the Closing shall not have occurred on or
before February 15, 2005.
3. Continued Force and Effect. The Agreement, as amended by the First
Amendment and this Second Amendment, and each and every provision, covenant,
representation, warranty, condition and right contained therein, as amended by
this Second Amendment, is hereby ratified and affirmed as of the date hereof,
and shall continue in full force and effect.
4. Counterparts. This Second Amendment may be executed in one or more
counterparts, each of which shall constitute an original and all of which, when
taken together, shall constitute one agreement.
4. Governing Law. This Second Amendment and the legal relations among the
parties hereto shall be governed by and construed in accordance with the rules
and substantive Laws of the State of New York, without regard to conflicts of
law provisions thereof.
IN WITNESS WHEREOF, this Second Amendment has been executed and delivered by
each of the parties hereto by a duly authorized officer of each such party on
the date first set forth above.
SELLERS:
ATA HOLDINGS CORP.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Executive Vice President
Chief Financial Officer
ATA AIRLINES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Executive Vice President
Chief Financial Officer
SOUTHWEST:
SOUTHWEST AIRLINES CO.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: SVP Finance and CFO