EXHIBIT 10.17
February 23, 1996
To: International Lease Finance Corporation
1999, Avenue of the Stars
Los Angeles
CALIFORNIA
LETTER AGREEMENT NO. 1
Dear Sirs,
Reference is made to a certain Amendment No. 3 to the A319 Purchase Agreement
dated December 10, 1992, Amendment No. 14 to the A320 Purchase Agreement dated
November 10, 1988, and Amendment No. 10 to the A321 Purchase Agreement dated
February 14, 1990, all three Amendments being dated February 23, 1996 (together
the "Amendments").
In consideration of the order for twelve (12) firm and three (3) optional Airbus
narrowbody aircraft as set forth in the Amendments (the "Incremental Order"),
AVSA and ILFC agree to the following arrangements, which shall be effective
upon, part of and subject to execution of the Amendments.
1. *
1.1 *
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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*
1.2 *
1.3 *
1.4 *
2. *
*
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
2
*
3. *
*
4. *
*
5. *
5.1 *
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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*
5.2 *
5.3 *
6. *
*
7. Collateralisation of Predelivery Payments
-----------------------------------------
The parties acknowledge that AVSA currently holds predelivery payments from
ILFC under various aircraft purchase agreements between the parties, and that
the amount of predelivery payments will vary from time to time as aircraft
are delivered and/or more delivery payments are made. ILFC hereby pledges
that, in the event ILFC should fail to make on its due date any material
payment owing under any existing purchase agreement (with due regard to any
grace period that may exist under such agreement),
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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AVSA may apply any amount of any predelivery payment ot then holds with
respect to any aircraft to compensate for damages AVSA may suffer as a result
of ILFC's failure to make such payment in a timely manner. The utilization of
prior predelivery payments to compensate for damages will not serve as a cure
of the default for failure to make timely payment. Further, a default will
consequently also then exist with respect to the aircraft whose predelivery
payment(s) may have been utilized as compensation for damages. Such damages
may include but not be limited to interest on moneys due and storage,
reconfiguration or remarketing of aircraft.
This unrestricted right is without prejudice, and in addition, to any other
rights AVSA may have in the event of such default by ILFC. This specific
right shall expire upon due payment by ILFC to AVSA of the predelivery
payment due 24 months prior to delivery of the last Incremental Aircraft
ordered pursuant to the Amendments.
8. *
*
9. 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 the terms and conditions of this Letter Agreement and any
reports or other data furnished hereunder strictly confidential. Without
limiting the generality of the foregoing, the ILFC shall use its best efforts
to limit the disclosure of the contents of this Letter Agreement, to the
extent legally permissible, in any filing that ILFC is required to make with
any governmental agency, and the ILFC shall make all applications that may be
necessary to implement the foregoing. ILFC and AVSA shall consult with each
other prior to making any public disclosure, otherwise permitted hereunder,
of this Letter Agreement or the terms and conditions thereof. The provisions
of this Paragraph 9 shall survive any termination of this Letter Agreement.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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10. Jurisdiction
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THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK. THE PERFORMANCE OF THIS LETTER AGREEMENT
SHALL BE DETERMINED ALSO IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.
ANY DISPUTE ARISING HEREUNDER SHALL BE REFERRED TO THE FEDERAL OR STATE
COURTS LOCATED IN NEW YORK CITY, NEW YORK, AND EACH OF THE PARTIES HERETO
IRREVOCABLY SUBMITS TO AND ACCEPTS SUCH JURISDICTION. THE UNITED NATIONS
CONVENTION ON THE INTERNATIONAL SALE OF GOODS SHALL NOT APPLY TO THIS
LETTER AGREEMENT.
The existing agreements between AVSA and ILFC 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 their original terms. All
capitalized terms not otherwise defined herein shall have the meanings provided
for in the existing agreements.
If the foregoing correctly set forth our understanding, please executve this
Amendment in the space provided below, whereupon this Amendment shall constitute
part of the Agreement.
Agreed and Accepted Yours sincerely,
INTERNATIONAL LEASE AVSA, S.A.R.L.
FINANCE CORPORATION
By: /s/ X.X. Xxxxxx By: /s/ Xxxxx Xxxxxxx
-------------------- --------------------------
X.X. Xxxxxx
Its: Senior Vice President Its: Director Sales Leasing
Market Division
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