AMENDMENT N° 12 TO THE A320/A330 PURCHASE AGREEMENT BETWEEN AIRBUS S.A.S. AND TAM – LINHAS AEREAS S.A. REF: CT1200252
EXHIBIT 4.32.1
AMENDMENT N° 12
TO THE A320/A330
PURCHASE AGREEMENT
BETWEEN
AIRBUS S.A.S.
AND
TAM – LINHAS AEREAS S.A.
REF: CT1200252
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
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WHEREAS
| A. | The Seller and the Buyer have signed on November 14, 2006, an A320/A330 Purchase Agreement (Reference CCC 337.0068/06) covering the purchase by the Buyer and the sale by the Seller of certain A320 Family Aircraft and A330-200 Aircraft which, together with all Exhibits, Appendixes, Letter Agreements, Amendment No. 1, dated as of January 21, 2008 and Amendment No.2, dated as of October 15, 2008, and Amendment No.3 dated January 12, 2009 and Amendment No.4 , dated as of July 1, 2009 and Amendment No. 5, dated as of December 24, 2009 and Amendment No.6, dated as of March 4, 2010 and Amendment No. 7, dated as of July 28, 2010 and Amendment No.8, dated as of April 29, 2011 incorporated therein and Amendment No.9, dated as of June 13, 2011 incorporated therein and Amendment No 10, dated as of October 11, 2011 incorporated therein and Amendment No.11, dated as of October 11, 2011 incorporated therein incorporated therein is hereinafter referred to as the “Agreement”. |
| B. | The Buyer and the Seller have agreed to make some changes to the delivery schedule of certain A320 Family Aircraft. |
NOW THEREFORE IT IS AGREED AS FOLLOWS:
1. A320 FAMILY RESCHEDULING
The Buyer has requested the Seller, and the Seller has agreed to reschedule the delivery dates of certain of the Aircraft as follows:
1.1 Rescheduling: The Buyer and the Seller agree to postpone the delivery dates specified in the Agreement as follows:
| • | A320 No.96 shall be rescheduled from [***] 2012 to [***] 2015 |
| • | A319 No.112 shall be rescheduled from [***] 2012 [***] 2015 |
| • | A320 No.114 shall be rescheduled from [***] 2012 to [***] 2015 |
1.2 New Delivery Schedule: As a result of the rescheduling set forth in Paragraph 1.1 above above, the A319/A320/A321 Delivery Schedule set forth in Clause 9.1.1.1 of the Agreement (as subsequently amended) is hereby cancelled and replaced with the following quoted Delivery Schedule:
QUOTE
9.1.1.1 A319 / A320 / A321 Aircraft
| Aircraft Rank | Aircraft Type | Delivery Month/Quarter | ||
| - Aircraft N° 64 | A321 | August 2007 | ||
| - Aircraft N° 65 | A321 | August 2007 | ||
| - Aircraft N° 66 | A320 | October 2007 | ||
| - Aircraft N° 67 | A320 | October 2007 | ||
| - Aircraft N° 68 | A321 | November 2007 |
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
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| - Aircraft N° 69 | A319 | November 2008 | ||
| - Aircraft N° 70 | A319 | July 2008 | ||
| - Aircraft N° 71 | A319 | August 2008 | ||
| - Aircraft N° 72 | A321 | February 2009 | ||
| - Aircraft N° 73 | A321 | January 2009 | ||
| - Aircraft N° 74 | A321 | [***] 2013 | ||
| - Aircraft N° 75 | A320 | May 2009 | ||
| - Aircraft N° 76 | A320 | December 2011 | ||
| - Aircraft N 77 | A321 | January 2011 | ||
| - Aircraft N° 78 | A320 | December 2011 | ||
| - Aircraft N° 79 | A321 | April 2011 | ||
| - Aircraft N° 80 | A321 | June 2010 | ||
| - Aircraft N° 81 | A319 | January 2010 | ||
| - Aircraft N° 82 | A319 | July 2011 | ||
| - Aircraft N° 83 | A319 | June 2011 | ||
| - Aircraft N° 84 | A321 | June 2010 | ||
| - Aircraft N° 85 | A320 | March 2012 | ||
| - Aircraft N° 86 | A320 | February 2012 | ||
| - Aircraft N° 87 | A320 | [***] 2013 | ||
| - Aircraft N° 88 | A320 | [***] 2013 | ||
| - Aircraft N° 89 | A319 | June 2011 | ||
| - Aircraft N° 90 | A320 | July 2012 | ||
| - Aircraft N° 91 | A320 | March 2012 | ||
| - Aircraft N° 92 | A320 | October 2010 | ||
| - Aircraft N° 93 | A320 | June 2012 | ||
| - Aircraft N° 94 | A320 | [***] 2013 | ||
| - Aircraft N° 95 | A320 | August 2012 | ||
| - Aircraft N° 96 | A320 | [***] 2015 | ||
| - Aircraft N° 97 | A320 | October 2012 | ||
| - Aircraft N° 98 | A319 | [***] 2013 | ||
| - Aircraft N° 99 | A320 | [***] 2013 | ||
| - Aircraft N° 100 | A320 | [***] 2013 | ||
| - Aircraft N° 101 | A320 | [***] 2013 | ||
| - Aircraft N° 102 | A320 | [***] 2013 | ||
| - Aircraft N° 103 | A320 | [***] 2013 | ||
| - Aircraft N° 104 | A320 | [***] 2013 | ||
| - Aircraft N° 105 | A320 | [***] 2013 | ||
| - Aircraft N° 106 | A320 | [***] 2013 | ||
| - Aircraft N° 107 | A319 | [***] 2013 | ||
| - Aircraft N° 108 | A320 | [***] 2013 | ||
| - Aircraft N° 109 | A319 | [***] 2013 | ||
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
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| - Aircraft N° 110 | A319 | October 2012 | ||
| - Aircraft N° 111 | A320 | May 2012 | ||
| - Aircraft N° 112 | A319 | [***] 2015 | ||
| - Aircraft N° 113 | A320 | March 2012 | ||
| - Aircraft N° 114 | A320 | [***] 2015 | ||
| - Aircraft N° 115 | A321 | [***] 2014 | ||
| - Aircraft N° 116 | A320 | [***] 2014 | ||
| - Aircraft N° 117 | A319 | [***] 2014 | ||
| - Aircraft N° 118 | A321 | [***] 2014 | ||
| - Aircraft N° 119 | A320 | [***] 2014 | ||
| - Aircraft N° 120 | A319 | [***] 2014 | ||
| - Aircraft N° 121 | A321 | [***] 2014 | ||
| - Aircraft N° 122 | A320 | [***] 2014 | ||
| - Aircraft N° 123 | A319 | [***] 2014 | ||
| - Aircraft N° 124 | A321 | [***] 2014 | ||
| - Aircraft N° 125 | A320 | [***] 2014 | ||
| - Aircraft N° 126 | A319 | [***] 2014 | ||
| - Aircraft N° 127 | A321 | [***] 2015 | ||
| - Aircraft N° 128 | A320 | [***] 2015 | ||
| - Aircraft N° 129 | A319 | [***] 2015 | ||
| - Aircraft N° 130 | A319 | [***] 2015 | ||
| - Aircraft N° 131 | A321 | [***] 2015 | ||
| - Aircraft N° 132 | A320 | [***] 2015 | ||
| - Aircraft N° 133 | A321 | [***] 2015 | ||
| - Aircraft N° 134 | A320 | [***] 2015 | ||
| - Aircraft N° 135 | A320 | [***] 2016 | ||
| - Aircraft N° 136 | A320 | [***] 2016 | ||
| - Aircraft N° 137 | A320 | [***] 2016 | ||
| - Aircraft N° 138 | A320 | [***] 2016 | ||
| - Aircraft N° 139 | A320 | [***] 2016 | ||
| - Aircraft N° 140 | A320 | [***] 2016 | ||
| - Aircraft N° 141 | A320 | [***] 2017 | ||
| - Aircraft N° 142 | A320 | [***] 2017 | ||
| - Aircraft N° 143 | A320 | [***] 2017 | ||
| - Aircraft N° 144 | A320 | [***] 2017 | ||
| - [***] Aircraft N° 145 | A320 | [***] 2016 | ||
| - [***] Aircraft N° 146 | A320 | [***] 2016 | ||
| - [***] Aircraft N° 147 | A320 | [***] 2017 | ||
| - [***]Aircraft N° 148 | A320 | [***] 2017 | ||
| - [***] Aircraft N° 149 | A320 | [***] 2017 | ||
| - [***] Aircraft N° 150 | A320 | [***] 2017 | ||
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
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| - [***] Aircraft N° 151 | A320 | [***] 2017 | ||
| - [***] Aircraft N° 152 | A320 | [***] 2017 | ||
| - [***] Aircraft N° 153 | A320 | [***] 2017 | ||
| - [***] Aircraft N° 154 | A320 | [***] 2017 | ||
| - [***] Aircraft N° 155 | A320 | [***] 2018 | ||
| - [***] Aircraft N° 156 | A320 | [***] 2018 | ||
| - [***] Aircraft N° 157 | A320 | [***] 2018 | ||
| - [***] Aircraft N° 158 | A320 | [***] 2018 | ||
| - [***] Aircraft N° 159 | A320 | [***] 2018 | ||
| - [***] Aircraft N° 160 | A320 | [***] 2018 | ||
| - [***] Aircraft N° 161 | A321 | [***] 2018 | ||
| - [***] Aircraft N° 162 | A321 | [***] 2018 | ||
| - [***] Aircraft N° 163 | A321 | [***] 2018 | ||
| - [***] Aircraft N° 164 | A321 | [***] 2018 | ||
| - [***] Aircraft N° 165 | A321 | [***] 2018 | ||
| - [***] Aircraft N° 166 | A321 | [***] 2018 |
1.3 Pre-delivery payment:
The Predelivery Payments due in respect of the three (3) Aircraft deferred pursuant to the provisions of Clause 1.1 above shall be recomputed taking into account the revised Scheduled Delivery Quarter for each of the Aircraft as set forth in Clause 9.1.1.1 of the Agreement as amended by Clause 1.2 above.
Upon signature of this Amendment, the [***] Predelivery Payments resulting from such recomputation, which amounts to [***], shall be held by the Seller and credited against the next Predelivery Payment becoming due under the Agreement.
1.4 Propulsion System & BFE Availability:
The Buyer is responsible for communicating the above changes to the relevant Propulsion Systems and BFE suppliers and ensuring the availability of the relevant Propulsion Systems and BFE in accordance with the changes contemplated in this Amendment No.12.
2. CONFIDENTIALITY
This Amendment No.12 is subject to the confidentiality provisions set forth in Clause 22.10 of the A320/A330 Purchase Agreement.
3. LAW AND JURISDICTION
This Amendment No.12 shall be governed by and construed in accordance with the laws of England. Any dispute arising out of or in connection with this No.12 shall be within the exclusive jurisdiction of the Courts of England.
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
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4. MISCELLANEOUS PROVISIONS
If not otherwise expressly stated in this Agreement No 12, the Agreement, its Exhibits and Letter Agreements shall apply also to this Amendment No 12.
This Amendment No 12 supersedes any previous understandings, commitments or representations whatsoever oral or written with respect to the matters referred to herein.
The Purchase Agreement between the Seller and the Buyer 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.
Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Agreement, its Exhibits and Letter Agreements.
In the event of any inconsistency between the Agreement and the present Amendment No 8, the latter shall prevail to the extent of said inconsistency.
5. SEVERABILITY
In the event that any provision of this Amendment No.12 should for any reason be held ineffective, the remainder of this Amendment No.12 shall remain in full force and effect. To the extent permitted by applicable law, each party hereto hereby waives any provision of law which renders any provision of this Amendment No.12 prohibited or unenforceable in any respect. Any provisions of this Amendment No.12 which may prove to be or become, illegal, invalid or unenforceable in whole or in part, shall as far as reasonably possible, and subject to applicable law, be performed in accordance with the spirit and purpose of this Amendment No.12.
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
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This Amendment No 12 has been executed in two (2) original specimens which are in English.
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
AMENDMENT N° 13
TO THE A320/A330
PURCHASE AGREEMENT
BETWEEN
AIRBUS S.A.S.
AND
TAM – LINHAS AEREAS S.A.
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
AMENDMENT N° 13
TO THE
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
This Amendment No.13 is made as of the 30th day of November 2012 to the A320/A330 Purchase Agreement signed on November 14, 2006,
Between
AIRBUS S.A.S., having its principal office at:
1, rond-point Xxxxxxx Xxxxxxxx
00000 XXXXXXX XXXXX
XXXXXX
and registered with the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814 (hereinafter referred to as “the Seller”) of the one part,
AND
TAM – LINHAS AEREAS S.A., having its principal office at:
Xxxxxxx Xxxxxxxx, 000, 0xxxxxx, Xxxx 0,
XXX 04072 - 000, Xxxxxx XXXX
SAO PAULO - SP
BRAZIL
(herein after referred to as “the Buyer”) of the other part.
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
WHEREAS
| A- | The Seller and the Buyer have signed on November 14, 2006, an A320/A330 Purchase Agreement (Reference CCC 337.0068/06) covering the purchase by the Buyer and the sale by the Seller of certain A320 Family Aircraft and A330-200 Aircraft which, together with all Exhibits, Appendixes, Letter Agreements, Amendment No. 1, dated as of January 21, 2008 and Amendment No. 2, dated as of October 15, 2008, and Amendment No. 3 dated January 12, 2009 and Amendment No.4, dated as of July 1, 2009 and Amendment No.5, dated as of December 24, 2009 and Amendment No.6, dated as of March 4, 2010 and Amendment No.7, dated as of July 28, 2010 and Amendment No.8, dated as of April 29, 2011 and Amendment No.9, dated as of June 13, 2011 and Amendment No.10, dated as of October 11, 2011 and Amendment No.11, dated as of October 11, 2011 and Amendment No.12, dated as of January 27, 2012 incorporated therein is hereinafter referred to as the “Agreement”. |
| B- | The Buyer and the Seller have agreed to make some changes to the aircraft type of certain A320 Family Aircraft. |
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
NOW THEREFORE IT IS AGREED AS FOLLOWS:
| 1. | A320 FAMILY TYPE CONVERSION AND RESCHEDULING |
| 1.1 | The Buyer has requested to the Seller, and the Seller has agreed to convert the aircraft type of four (4) A320 Family Aircraft (the “Converted Aircraft”) and to reschedule the delivery of certain Converted Aircraft as follows: |
| Aircraft Rank |
CAC_Id |
Original Scheduled Delivery Month |
Revised Scheduled Delivery Month |
Initial Aircraft Type |
New Aircraft Type |
Aircraft Batch | ||||||
| 98 | [***] | [***] 2013 | [***] 2013 | A319-100 | A320-200 | Aircraft Nos 95-114 | ||||||
| 107 | [***] | [***] 2013 | [***]2013 | A319-100 | A320-200 | Aircraft Nos 95-114 | ||||||
| 109 | [***] | [***] 2013 | [***] 2013 | A319-100 | A320-200 | Aircraft Nos 95-114 | ||||||
| 117 | [***] | [***] 2014 | [***] 2014 | A319-100 | A320-200 | 2010 A320 Family Incremental Aircraft |
| 1.2 | As a result of the Aircraft conversions set forth in clause 1.1 above, the parties agree to delete it its entirety clause 1.1 of Amendment No. 7, as amended and, and replace it as follows: |
QUOTE
| 1.1 | “Sale and Purchase: Pursuant to and in accordance with the terms and conditions contained in this Amendment N°7 (and incorporating the relevant provisions of the A320/A330 Purchase Agreement), the Seller shall sell and deliver and the Buyer shall buy and take delivery of five (5) A319 Aircraft, eight (8) A320 Aircraft and seven (7) A321 Aircraft (hereinafter collectively referred to as the “2010 A320 Family Incremental Aircraft”). |
UNQUOTE
| 1.3 | New Delivery Schedule: As a result of the rescheduling set forth in Paragraph 1.1 above, the A319/A320/A321 Delivery Schedule set forth in Clause 9.1.1.1 of the Agreement (as subsequently amended) is hereby cancelled and replaced with the following quoted Delivery Schedule: |
QUOTE
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
| 9.1.1.1 | A319 / A320 / A321 Aircraft |
| Aircraft Rank |
Aircraft Type |
Delivery Month/Quarter |
Aircraft defined as | |||
| - Aircraft N° 64 | A321 | Aug-07 | ||||
| - Aircraft N° 65 | A321 | Aug-07 | ||||
| - Aircraft N° 66 | A320 | Oct-07 | ||||
| - Aircraft N° 67 | A320 | Oct-07 | ||||
| - Aircraft N° 68 | A321 | Nov-07 | ||||
| - Aircraft N° 69 | A319 | Nov-08 | ||||
| - Aircraft N° 70 | A319 | Jul-08 | ||||
| - Aircraft N° 71 | A319 | Aug-08 | ||||
| - Aircraft N° 72 | A321 | Feb-09 | ||||
| - Aircraft N° 73 | A321 | Jan-09 | ||||
| - Aircraft N° 74 | A321 | Mar-13 | ||||
| - Aircraft N° 75 | A320 | May-09 | ||||
| - Aircraft N° 76 | A320 | Dec-11 | ||||
| - Aircraft N° 77 | A321 | Jan-11 | ||||
| - Aircraft N° 78 | A320 | Dec-11 | ||||
| - Aircraft N° 79 | A321 | Apr-11 | ||||
| - Aircraft N° 80 | A321 | Jun-10 | ||||
| - Aircraft N° 81 | A319 | Jan-10 | ||||
| - Aircraft N° 82 | A319 | Jul-11 | ||||
| - Aircraft N° 83 | A319 | Jun-11 | ||||
| - Aircraft N° 84 | A321 | Jun-10 | ||||
| - Aircraft N° 85 | A320 | Mar-12 | ||||
| - Aircraft N° 86 | A320 | Feb-12 | ||||
| - Aircraft N° 87 | A320 | [***]-13 | ||||
| - Aircraft N° 88 | A320 | [***]-13 | ||||
| - Aircraft N° 89 | A319 | Jun-11 | ||||
| - Aircraft N° 90 | A320 | Jul-12 | ||||
| - Aircraft N° 91 | A320 | Mar-12 | ||||
| - Aircraft N° 92 | A320 | Oct-10 | ||||
| - Aircraft N° 93 | A320 | Jun-12 | ||||
| - Aircraft N° 94 | A320 | [***]-13 | ||||
| - Aircraft N° 95 | A320 | Aug-12 | Xxxxxxxx Xxx 00-000 | |||
| - Xxxxxxxx Xx 00 | A320 | [***] 2015 | Aircraft Nos 95-114 | |||
| - Aircraft N° 97 | A320 | Oct-12 | Xxxxxxxx Xxx 00-000 | |||
| - Xxxxxxxx Xx 00 | A320 | [***]-13 | Aircraft Nos 95-114 | |||
| - Aircraft N° 99 | A320 | [***]-13 | Xxxxxxxx Xxx 00-000 | |||
| - Xxxxxxxx Xx 000 | X000 | [***]-13 | Aircraft Nos 95-114 |
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
| Aircraft Rank |
Aircraft Type |
Delivery Month/Quarter |
Aircraft defined as | |||
| - Aircraft N° 101 | A320 | [***]-13 | Xxxxxxxx Xxx 00-000 | |||
| - Xxxxxxxx Xx 000 | X000 | [***]-13 | Xxxxxxxx Xxx 00-000 | |||
| - Xxxxxxxx Xx 000 | X000 | [***]-13 | Xxxxxxxx Xxx 00-000 | |||
| - Xxxxxxxx Xx 000 | X000 | [***]-13 | Xxxxxxxx Xxx 00-000 | |||
| - Xxxxxxxx Xx 000 | X000 | [***]-13 | Xxxxxxxx Xxx 00-000 | |||
| - Xxxxxxxx Xx 000 | X000 | [***]-13 | Xxxxxxxx Xxx 00-000 | |||
| - Xxxxxxxx Xx 000 | X000 | [***]-13 | Xxxxxxxx Xxx 00-000 | |||
| - Xxxxxxxx Xx 000 | X000 | [***]-13 | Xxxxxxxx Xxx 00-000 | |||
| - Xxxxxxxx Xx 000 | X000 | [***]-13 | Aircraft Nos 95-114 | |||
| - Aircraft N° 110 | A319 | Oct-12 | Aircraft Nos 95-114 | |||
| - Aircraft N° 111 | A320 | May-12 | Aircraft Nos 95-114 | |||
| - Aircraft N° 112 | A319 | [***] 2015 | Aircraft Nos 95-114 | |||
| - Aircraft N° 113 | A320 | Mar-12 | Aircraft Nos 95-114 | |||
| - Aircraft N° 114 | A320 | [***] 2015 | Aircraft Nos 95-114 | |||
| - Aircraft N° 115 | A321 | [***]-14 | 2010 A320 Family Incremental Aircraft | |||
| - Aircraft N° 116 | A320 | [***]-14 | 2010 A320 Family Incremental Aircraft | |||
| - Aircraft N° 117 | A320 | [***]-14 | 2010 A320 Family Incremental Aircraft | |||
| - Aircraft N° 118 | A321 | [***]-14 | 2010 A320 Family Incremental Aircraft | |||
| - Aircraft N° 119 | A320 | [***]-14 | 2010 A320 Family Incremental Aircraft | |||
| - Aircraft N° 120 | A319 | [***]-14 | 2010 A320 Family Incremental Aircraft | |||
| - Aircraft N° 121 | A321 | [***]-14 | 2010 A320 Family Incremental Aircraft | |||
| - Aircraft N° 122 | A320 | [***]-14 | 2010 A320 Family Incremental Aircraft | |||
| - Aircraft N° 123 | A319 | [***]-14 | 2010 A320 Family Incremental Aircraft | |||
| - Aircraft N° 124 | A321 | [***] 2014 | 2010 A320 Family Incremental Aircraft | |||
| - Aircraft N° 125 | A320 | [***] 2014 | 2010 A320 Family Incremental Aircraft | |||
| - Aircraft N° 126 | A319 | [***] 2014 | 2010 A320 Family Incremental Aircraft | |||
| - Aircraft N° 127 | A321 | [***] 2015 | 2010 A320 Family Incremental Aircraft | |||
| - Aircraft N° 128 | A320 | [***] 2015 | 2010 A320 Family Incremental Aircraft |
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
| Aircraft Rank |
Aircraft Type |
Delivery Month/Quarter |
Aircraft defined as | |||
| - Aircraft N° 129 | A319 | [***] 2015 | 2010 A320 Family Incremental Aircraft | |||
| - Aircraft N° 130 | A319 | [***] 2015 | 2010 A320 Family Incremental Aircraft | |||
| - Aircraft N° 131 | A321 | [***] 2015 | 2010 A320 Family Incremental Aircraft | |||
| - Aircraft N° 132 | A320 | [***] 2015 | 2010 A320 Family Incremental Aircraft | |||
| - Aircraft N° 133 | A321 | [***] 2015 | 2010 A320 Family Incremental Aircraft | |||
| - Aircraft N° 134 | A320 | [***] 2015 | 2010 A320 Family Incremental Aircraft | |||
| - Aircraft N° 135 | A320 | [***] 2016 | 2011 A320 Family Incremental Aircraft | |||
| - Aircraft N° 136 | A320 | [***] 2016 | 2011 A320 Family Incremental Aircraft | |||
| - Aircraft N° 137 | A320 | [***] 2016 | 2011 A320 Family Incremental Aircraft | |||
| - Aircraft N° 138 | A320 | [***] 2016 | 2011 A320 Family Incremental Aircraft | |||
| - Aircraft N° 139 | A320 | [***] 2016 | 2011 A320 Family Incremental Aircraft | |||
| - Aircraft N° 140 | A320 | [***] 2016 | 2011 A320 Family Incremental Aircraft | |||
| - Aircraft N° 141 | A320 | [***] 2017 | 2011 A320 Family Incremental Aircraft | |||
| - Aircraft N° 142 | A320 | [***] 2017 | 2011 A320 Family Incremental Aircraft | |||
| - Aircraft N° 143 | A320 | [***] 2017 | 2011 A320 Family Incremental Aircraft | |||
| - Aircraft N° 144 | A320 | [***] 2017 | 2011 A320 Family Incremental Aircraft | |||
| - [***] Aircraft N° 145 | A320 | [***] 2016 | 2011 A320 [***] Family Aircraft | |||
| - [***] Aircraft N° 146 | A320 | [***] 2016 | 2011 A320 [***] Family Aircraft | |||
| - [***] Aircraft N° 147 | A320 | [***] 2017 | 2011 A320 [***] Family Aircraft | |||
| - [***] Aircraft N° 148 | A320 | [***] 2017 | 2011 A320 [***] Family Aircraft | |||
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
| Aircraft Rank |
Aircraft Type |
Delivery Month/Quarter |
Aircraft defined as | |||
| - [***] Aircraft N° 149 | A320 | [***] 2017 | 2011 A320 [***] Family Aircraft | |||
| - [***] Aircraft N° 150 | A320 | [***] 2017 | 2011 A320 [***] Family Aircraft | |||
| - [***] Aircraft N° 151 | A320 | [***] 2017 | 2011 A320 [***] Family Aircraft | |||
| - [***] Aircraft N° 152 | A320 | [***] 2017 | 2011 A320 [***] Family Aircraft | |||
| - [***] Aircraft N° 153 | A320 | [***] 2017 | 2011 A320 [***] Family Aircraft | |||
| - [***] Aircraft N° 154 | A320 | [***] 2017 | 2011 A320 [***] Family Aircraft | |||
| - [***] Aircraft N° 155 | A320 | [***] 2018 | 2011 A320 [***] Family Aircraft | |||
| - [***] Aircraft N° 156 | A320 | [***] 2018 | 2011 A320 [***] Family Aircraft | |||
| - [***] Aircraft N° 157 | A320 | [***] 2018 | 2011 A320 [***] Family Aircraft | |||
| - [***] Aircraft N° 158 | A320 | [***] 2018 | 2011 A320 [***] Family Aircraft | |||
| - [***] Aircraft N° 159 | A320 | [***] 2018 | 2011 A320 [***] Family Aircraft | |||
| - [***] Aircraft N° 160 | A320 | [***] 2018 | 2011 A320 [***] Family Aircraft | |||
| - [***] Aircraft N° 161 | A321 | [***] 2018 | 2011 A320 [***] Family Aircraft | |||
| - [***] Aircraft N° 162 | A321 | [***] 2018 | 2011 A320 [***] Family Aircraft | |||
| - [***] Aircraft N° 163 | A321 | [***] 2018 | 2011 A320 [***] Family Aircraft | |||
| - [***] Aircraft N° 164 | A321 | [***] 2018 | 2011 A320 [***] Family Aircraft | |||
| - [***] Aircraft N° 165 | A321 | [***] 2018 | 2011 A320 [***] Family Aircraft | |||
| - [***] Aircraft N° 166 | A321 | [***] 2018 | 2011 A320 [***] Family Aircraft |
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
| 1.4 | Pre-delivery payment: |
The Predelivery Payment schedule of the Converted Aircraft affected by the conversion set forth in Paragraph 1.1 above will be recalculated based on the new aircraft type for such Aircraft.
As a result of the Aircraft conversion set forth in Paragraph 1.1 above, the parties hereby agree, that upon signature of this Amendment No.13, the Buyer shall, with respect to Aircraft rank 98, Aircraft rank 107, Aircraft rank 109 and Aircraft rank 117, [***] Predelivery Payments due in accordance with the Predelivery Payment schedule set out in Clause 5.3.2, as amended by clause 2 of Letter Agreement No.10 for Aircraft rank 98, Aircraft rank 107 and Aircraft rank 109 and, in respect of Aircraft rank 117, as further amended by clause 2 of Letter Agreement No.2 to Amendment No.7.
| 1.5 | Propulsion System & BFE Availability: |
The Buyer is responsible for communicating the above changes to the relevant Propulsion Systems and BFE suppliers and ensuring the availability of the relevant Propulsion Systems and BFE in accordance with the change contemplated in this Amendment No.13.
The parties are [***] for Aircraft rank 115 through, and including, Aircraft rank 134.
| 2. | CONFIDENTIALITY |
This Amendment No.13 is subject to the confidentiality provisions set forth in Clause 22.10 of the A320/A330 Purchase Agreement.
| 3. | LAW AND JURISDICTION |
This Amendment No.13 shall be governed by and construed in accordance with the laws of England. Any dispute arising out of or in connection with this No.13 shall be within the exclusive jurisdiction of the Courts of England.
| 4. | MISCELLANEOUS PROVISIONS |
If not otherwise expressly stated in this Amendment No 13, the Agreement, its Exhibits and Letter Agreements shall apply also to this Amendment No 13.
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
This Amendment No 13 supersedes any previous understandings, commitments or representations whatsoever oral or written with respect to the matters referred to herein.
The Purchase Agreement between the Seller and the Buyer 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.
Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Agreement, its Exhibits and Letter Agreements.
In the event of any inconsistency between the Agreement and the present Amendment No 13, the latter shall prevail to the extent of said inconsistency.
| 5. | SEVERABILITY |
In the event that any provision of this Amendment No.13 should for any reason be held ineffective, the remainder of this Amendment No.13 shall remain in full force and effect. To the extent permitted by applicable law, each party hereto hereby waives any provision of law which renders any provision of this Amendment No.13 prohibited or unenforceable in any respect. Any provisions of this Amendment No.13 which may prove to be or become, illegal, invalid or unenforceable in whole or in part, shall as far as reasonably possible, and subject to applicable law, be performed in accordance with the spirit and purpose of this Amendment No.13.
This Amendment No 13 has been executed in two (2) original specimens which are in English.
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
IN WITNESS WHEREOF this Amendment No 13 to the Agreement was duly entered into the day and year first above written.
| For and on behalf of | For and on behalf of | |||||||
| TAM - LINHAS AEREAS S.A. | AIRBUS S.A.S. | |||||||
| Name : | Name : | |||||||
| Title : | Title : | |||||||
| Witness | Witness | |||||||
| Name: | Name: | |||||||
| Title: | Title: | |||||||
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
AMENDMENT N° 14
TO THE A320/A330
PURCHASE AGREEMENT
BETWEEN
AIRBUS S.A.S.
A N D
TAM – LINHAS AEREAS S.A.
REF: CTCT1242567
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
AMENDMENT N° 14
TO THE
This Amendment No.14 is made as of the 14th day of December 2012 to the A320/A330 Purchase Agreement signed on November 14, 2006,
Between
AIRBUS S.A.S., having its principal office at:
1, rond-point Xxxxxxx Xxxxxxxx
00000 XXXXXXX XXXXX
XXXXXX
and registered with the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814 (hereinafter referred to as “the Seller”) of the one part,
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
AND
TAM – LINHAS AEREAS S.A., having its principal office at:
Xxxxxxx Xxxxxxxx, 000, 0xxxxxx, Xxxx 0,
XXX 04072 - 000, Xxxxxx XXXX
SAO PAULO - SP
BRAZIL
(herein after referred to as “the Buyer”) of the other part.
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
WHEREAS
| A- | The Seller and the Buyer have signed on November 14, 2006, an A320/A330 Purchase Agreement (Reference CCC 337.0068/06) covering the purchase by the Buyer and the sale by the Seller of certain A320 Family Aircraft and A330-200 Aircraft which, together with all Exhibits, Appendixes, Letter Agreements, Amendment No. 1, dated as of January 21, 2008 and Amendment No. 2, dated as of October 15, 2008, and Amendment No. 3 dated January 12, 2009 and Amendment No.4, dated as of July 1, 2009 and Amendment No.5, dated as of December 24, 2009 and Amendment No.6, dated as of March 4, 2010 and Amendment No.7, dated as of July 28, 2010 and Amendment No.8, dated as of April 29, 2011 and Amendment No.9, dated as of June 13, 2011 and Amendment No.10, dated as of October 11, 2011 and Amendment No.11, dated as of October 11, 2011, Amendment No.12, dated as of January 27, 2012 and Amendment No. 13, dated as of November 30, 2012 incorporated therein is hereinafter referred to as the “Agreement”. |
| B- | The Buyer and the Seller have agreed to make a change to the aircraft type of an A320 Family Aircraft. |
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
NOW THEREFORE IT IS AGREED AS FOLLOWS:
| 1. | A320 FAMILY TYPE CONVERSION AND RESCHEDULING |
| 1.1 | The Buyer has requested to the Seller, and the Seller has agreed to convert the aircraft type of one (1) A320 Family Aircraft (the “Converted Aircraft”) and to reschedule the delivery of such Converted Aircraft as follows: |
| Aircraft Rank |
CAC_Id |
Original Scheduled Month |
Revised Scheduled Delivery Quarter |
Initial Aircraft Type |
New Aircraft Type |
Aircraft Batch | ||||||
| 119 | [***] | [***] 2014 | [***] 2015 | A320-200 | A321-200 | 2010 A320 Family Incremental Aircraft |
| 1.2 | As a result of the Aircraft conversions set forth in clause 1.1 above, the parties agree to delete it its entirety clause 1.1 of Amendment No. 7, as amended and, and replace it as follows: |
QUOTE
| 1.1 | “Sale and Purchase: Pursuant to and in accordance with the terms and conditions contained in this Amendment N°7 (and incorporating the relevant provisions of the A320/A330 Purchase Agreement), the Seller shall sell and deliver and the Buyer shall buy and take delivery of five (5) A319 Aircraft, seven (7) A320 Aircraft and eight (8) A321 Aircraft (hereinafter collectively referred to as the “2010 A320 Family Incremental Aircraft”). |
UNQUOTE
| 1.3 | New Delivery Schedule: As a result of the rescheduling set forth in Paragraph 1.1 above, the A319/A320/A321 Delivery Schedule set forth in Clause 9.1.1.1 of the Agreement (as subsequently amended) is hereby cancelled and replaced with the following quoted Delivery Schedule: |
QUOTE
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
| 9.1.1.1 | A319 / A320 / A321 Aircraft |
| Aircraft Rank |
Aircraft Type |
Delivery Month/Quarter |
Aircraft defined as | |||
| - Aircraft N° 64 | A321 | Aug-07 | ||||
| - Aircraft N° 65 | A321 | Aug-07 | ||||
| - Aircraft N° 66 | A320 | Oct-07 | ||||
| - Aircraft N° 67 | A320 | Oct-07 | ||||
| - Aircraft N° 68 | A321 | Nov-07 | ||||
| - Aircraft N° 69 | A319 | Nov-08 | ||||
| - Aircraft N° 70 | A319 | Jul-08 | ||||
| - Aircraft N° 71 | A319 | Aug-08 | ||||
| - Aircraft N° 72 | A321 | Feb-09 | ||||
| - Aircraft N° 73 | A321 | Jan-09 | ||||
| - Aircraft N° 74 | A321 | [***]-13 | ||||
| - Aircraft N° 75 | A320 | May-09 | ||||
| - Aircraft N° 76 | A320 | Dec-11 | ||||
| - Aircraft N° 77 | A321 | Jan-11 | ||||
| - Aircraft N° 78 | A320 | Dec-11 | ||||
| - Aircraft N° 79 | A321 | Apr-11 | ||||
| - Aircraft N° 80 | A321 | Jun-10 | ||||
| - Aircraft N° 81 | A319 | Jan-10 | ||||
| - Aircraft N° 82 | A319 | Jul-11 | ||||
| - Aircraft N° 83 | A319 | Jun-11 | ||||
| - Aircraft N° 84 | A321 | Jun-10 | ||||
| - Aircraft N° 85 | A320 | Mar-12 | ||||
| - Aircraft N° 86 | A320 | Feb-12 | ||||
| - Aircraft N° 87 | A320 | [***]-13 | ||||
| - Aircraft N° 88 | A320 | [***]-13 | ||||
| - Aircraft N° 89 | A319 | Jun-11 | ||||
| - Aircraft N° 90 | A320 | Jul-12 | ||||
| - Aircraft N° 91 | A320 | Mar-12 | ||||
| - Aircraft N° 92 | A320 | Oct-10 | ||||
| - Aircraft N° 93 | A320 | Jun-12 | ||||
| - Aircraft N° 94 | A320 | [***]-13 | ||||
| - Aircraft N° 95 | A320 | Aug-12 | Xxxxxxxx Xxx 00-000 | |||
| - Xxxxxxxx Xx 00 | A320 | [***] 2015 | Aircraft Nos 95-114 | |||
| - Aircraft N° 97 | A320 | Oct-12 | Xxxxxxxx Xxx 00-000 | |||
| - Xxxxxxxx Xx 00 | A320 | [***]-13 | Aircraft Nos 95-114 | |||
| - Aircraft N° 99 | A320 | [***]-13 | Xxxxxxxx Xxx 00-000 | |||
| - Xxxxxxxx Xx 000 | X000 | [***]-13 | Xxxxxxxx Xxx 00-000 | |||
| - Xxxxxxxx Xx 000 | X000 | [***]-13 | Xxxxxxxx Xxx 00-000 | |||
| - Xxxxxxxx Xx 000 | X000 | [***]-13 | Xxxxxxxx Xxx 00-000 | |||
| - Xxxxxxxx Xx 000 | X000 | [***]-13 | Xxxxxxxx Xxx 00-000 | |||
| - Xxxxxxxx Xx 000 | X000 | [***]-13 | Aircraft Nos 95-114 |
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
| Aircraft Rank |
Aircraft Type |
Delivery Month/Quarter |
Aircraft defined as | |||
| - Aircraft N° 105 | A320 | [***]-13 | Xxxxxxxx Xxx 00-000 | |||
| - Xxxxxxxx Xx 000 | X000 | [***]-13 | Xxxxxxxx Xxx 00-000 | |||
| - Xxxxxxxx Xx 000 | X000 | [***]-13 | Xxxxxxxx Xxx 00-000 | |||
| - Xxxxxxxx Xx 000 | X000 | [***]-13 | Xxxxxxxx Xxx 00-000 | |||
| - Xxxxxxxx Xx 000 | X000 | [***]-13 | Aircraft Nos 95-114 | |||
| - Aircraft N° 110 | A319 | Oct-12 | Aircraft Nos 95-114 | |||
| - Aircraft N° 111 | A320 | May-12 | Aircraft Nos 95-114 | |||
| - Aircraft N° 112 | A319 | [***] 2015 | Aircraft Nos 95-114 | |||
| - Aircraft N° 113 | A320 | Mar-12 | Aircraft Nos 95-114 | |||
| - Aircraft N° 114 | A320 | [***] 2015 | Aircraft Nos 95-114 | |||
| - Aircraft N° 115 | A321 | [***]-14 | 2010 A320 Family Incremental Aircraft | |||
| - Aircraft N° 116 | A320 | [***]-14 | 2010 A320 Family Incremental Aircraft | |||
| - Aircraft N° 117 | A320 | [***]-14 | 2010 A320 Family Incremental Aircraft | |||
| - Aircraft N° 118 | A321 | [***]-14 | 2010 A320 Family Incremental Aircraft | |||
| - Aircraft N° 119 | A321 | [***] 2015 | 2010 A320 Family Incremental Aircraft | |||
| - Aircraft N° 120 | A319 | [***]-14 | 2010 A320 Family Incremental Aircraft | |||
| - Aircraft N° 121 | A321 | [***]-14 | 2010 A320 Family Incremental Aircraft | |||
| - Aircraft N° 122 | A320 | [***]-14 | 2010 A320 Family Incremental Aircraft | |||
| - Aircraft N° 123 | A319 | [***]-14 | 2010 A320 Family Incremental Aircraft | |||
| - Aircraft N° 124 | A321 | [***]-14 | 2010 A320 Family Incremental Aircraft | |||
| - Aircraft N° 125 | A320 | [***]-14 | 2010 A320 Family Incremental Aircraft | |||
| - Aircraft N° 126 | A319 | [***]-14 | 2010 A320 Family Incremental Aircraft | |||
| - Aircraft N° 127 | A321 | [***] 2015 | 2010 A320 Family Incremental Aircraft | |||
| - Aircraft N° 128 | A320 | [***] 2015 | 2010 A320 Family Incremental Aircraft | |||
| - Aircraft N° 129 | A319 | [***] 2015 | 2010 A320 Family Incremental Aircraft | |||
| - Aircraft N° 130 | A319 | [***] 2015 | 2010 A320 Family Incremental Aircraft |
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
| Aircraft Rank |
Aircraft Type |
Delivery Month/Quarter |
Aircraft defined as | |||
| - Aircraft N° 131 | A321 | [***] 2015 | 2010 A320 Family Incremental Aircraft | |||
| - Aircraft N° 132 | A320 | [***] 2015 | 2010 A320 Family Incremental Aircraft | |||
| - Aircraft N° 133 | A321 | [***] 2015 | 2010 A320 Family Incremental Aircraft | |||
| - Aircraft N° 134 | A320 | [***] 2015 | 2010 A320 Family Incremental Aircraft | |||
| - Aircraft N° 135 | A320 | [***] 2016 | 2011 A320 Family Incremental Aircraft | |||
| - Aircraft N° 136 | A320 | [***] 2016 | 2011 A320 Family Incremental Aircraft | |||
| - Aircraft N° 137 | A320 | [***] 2016 | 2011 A320 Family Incremental Aircraft | |||
| - Aircraft N° 138 | A320 | [***] 2016 | 2011 A320 Family Incremental Aircraft | |||
| - Aircraft N° 139 | A320 | [***] 2016 | 2011 A320 Family Incremental Aircraft | |||
| - Aircraft N° 140 | A320 | [***] 2016 | 2011 A320 Family Incremental Aircraft | |||
| - Aircraft N° 141 | A320 | [***] 2017 | 2011 A320 Family Incremental Aircraft | |||
| - Aircraft N° 142 | A320 | [***] 2017 | 2011 A320 Family Incremental Aircraft | |||
| - Aircraft N° 143 | A320 | [***] 2017 | 2011 A320 Family Incremental Aircraft | |||
| - Aircraft N° 144 | A320 | [***] 2017 | 2011 A320 Family Incremental Aircraft | |||
| - [***] Aircraft N° 145 | A320 | [***]2016 | 2011 A320 [***] Family Aircraft | |||
| - [***] Aircraft N° 146 | A320 | [***] 2016 | 2011 A320 [***] Family Aircraft | |||
| - [***] Aircraft N° 147 | A320 | [***] 2017 | 2011 A320 [***] Family Aircraft | |||
| - [***] Aircraft N° 148 | A320 | [***] 2017 | 2011 A320 [***] Family Aircraft | |||
| - [***] Aircraft N° 149 | A320 | [***] 2017 | 2011 A320 [***] Family Aircraft | |||
| - [***] Aircraft N° 150 | A320 | [***] 2017 | 2011 A320 [***] Family Aircraft | |||
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
| Aircraft Rank |
Aircraft Type |
Delivery Month/Quarter |
Aircraft defined as | |||
| - [***] Aircraft N° 151 | A320 | [***] 2017 | 2011 A320 [***] Family Aircraft | |||
| - [***] Aircraft N° 152 | A320 | [***] 2017 | 2011 A320 [***] Family Aircraft | |||
| - [***] Aircraft N° 153 | A320 | [***] 2017 | 2011 A320 [***] Family Aircraft | |||
| - [***] Aircraft N° 154 | A320 | [***] 2017 | 2011 A320 [***] Family Aircraft | |||
| - [***] Aircraft N° 155 | A320 | [***] 2018 | 2011 A320 [***] Family Aircraft | |||
| - [***] Aircraft N° 156 | A320 | [***] 2018 | 2011 A320 [***] Family Aircraft | |||
| - [***] Aircraft N° 157 | A320 | [***] 2018 | 2011 A320 [***] Family Aircraft | |||
| - [***] Aircraft N° 158 | A320 | [***] 2018 | 2011 A320 [***] Family Aircraft | |||
| - [***] Aircraft N° 159 | A320 | [***] 2018 | 2011 A320 [***] Family Aircraft | |||
| - [***] Aircraft N° 160 | A320 | [***] 2018 | 2011 A320 [***] Family Aircraft | |||
| - [***] Aircraft N° 161 | A321 | [***] 2018 | 2011 A320 [***] Family Aircraft | |||
| - [***] Aircraft N° 162 | A321 | [***] 2018 | 2011 A320 [***] Family Aircraft | |||
| - [***] Aircraft N° 163 | A321 | [***] 2018 | 2011 A320 [***] Family Aircraft | |||
| - [***] Aircraft N° 164 | A321 | [***] 2018 | 2011 A320 [***] Family Aircraft | |||
| - [***] Aircraft N° 165 | A321 | [***] 2018 | 2011 A320 [***] Family Aircraft | |||
| - [***] Aircraft N° 166 | A321 | [***] 2018 | 2011 A320 [***] Family Aircraft |
| 1.4 | Pre-delivery payment: |
The Predelivery Payment schedule of the Converted Aircraft affected by the conversion set forth in Paragraph 1.1 above will be recalculated based on the new aircraft type for such Aircraft.
As a result of the Aircraft conversion and rescheduling set forth in Paragraph 1.1 above, the Parties hereby agree the Buyer [***] in respect of Aircraft rank 119 and [***] in accordance with the Predelivery Payment schedule set out in Clause 5.3.2, as amended by clause 2 of Letter Agreement No.10 and as further amended by clause 2 of Letter Agreement No.2 to Amendment No.7, and this amount will [***] under the Agreement.
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
| 1.5 | Propulsion System & BFE Availability: |
The Buyer is responsible for communicating the above changes to the relevant Propulsion Systems and BFE suppliers and ensuring the availability of the relevant Propulsion Systems and BFE in accordance with the change contemplated in this Amendment No.14.
The parties are [***] for Aircraft rank 115 through, and including, Aircraft rank 134.
| 2. | CONFIDENTIALITY |
This Amendment No.14 is subject to the confidentiality provisions set forth in Clause 22.10 of the A320/A330 Purchase Agreement.
| 3. | LAW AND JURISDICTION |
This Amendment No.14 shall be governed by and construed in accordance with the laws of England. Any dispute arising out of or in connection with this No.14 shall be within the exclusive jurisdiction of the Courts of England.
| 4. | MISCELLANEOUS PROVISIONS |
If not otherwise expressly stated in this Amendment No 14, the Agreement, its Exhibits and Letter Agreements shall apply also to this Amendment No 14.
This Amendment No 14 supersedes any previous understandings, commitments or representations whatsoever oral or written with respect to the matters referred to herein.
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
The Purchase Agreement between the Seller and the Buyer 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.
Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Agreement, its Exhibits and Letter Agreements.
In the event of any inconsistency between the Agreement and the present Amendment No 14, the latter shall prevail to the extent of said inconsistency.
| 5. | SEVERABILITY |
In the event that any provision of this Amendment No.14 should for any reason be held ineffective, the remainder of this Amendment No.14 shall remain in full force and effect. To the extent permitted by applicable law, each party hereto hereby waives any provision of law which renders any provision of this Amendment No.14 prohibited or unenforceable in any respect. Any provisions of this Amendment No.14 which may prove to be or become, illegal, invalid or unenforceable in whole or in part, shall as far as reasonably possible, and subject to applicable law, be performed in accordance with the spirit and purpose of this Amendment No.14.
This Amendment No 14 has been executed in two (2) original specimens which are in English.
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
IN WITNESS WHEREOF this Amendment No 14 to the Agreement was duly entered into the day and year first above written.
| For and on behalf of | For and on behalf of | |||||||
| TAM - LINHAS AEREAS S.A. | AIRBUS S.A.S. | |||||||
| Name : | Name : | |||||||
| Title : | Title : | |||||||
| Witness | Witness | |||||||
| Name: | Name: | |||||||
| Title: | Title: | |||||||
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
