Contract
EXHIBIT 4.24.19
LETTER AGREEMENT No 1.3
INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10)(iv) OF REGULATION S-K BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED
AEROVIAS DEL CONTINENTE AMERICANO S.A. AVIANCA,
Xxxxxxx Xxxxx 00
Xx. 00-00 Xxxxxx,
Xxxxxxxx
GRUPO TACA HOLDINGS LIMITED,
Winterbotham Place,
Marlborough and Xxxxx Xxxxxxx
X.X. Xxx X-0000 Nassau,
the Bahamas
Subject: [***]
GRUPO TACA HOLDINGS LIMITED (“GTH”), AEROVIAS DEL CONTINENTE AMERICANO S.A. AVIANCA (“Avianca”, and together with GTH, the “Buyer”) and AIRBUS S.A.S. (the “Seller”) have entered into an A320neo Family Purchase Agreement (the “Agreement”) dated 30th April, 2015, (as amended and supplemented from time to time) which covers, among other things, the manufacture and the sale by the Seller and the purchase by the Buyer of the Aircraft under the terms and conditions in said Agreement.
The Buyer and the Seller have agreed to set forth in this letter agreement N°1.3 (the “Letter Agreement No1.3”) certain additional terms and conditions regarding the Aircraft.
Capitalized terms used herein and not otherwise defined in this Letter Agreement N°1.3 shall have the meanings assigned thereto in the Agreement.
From and after the Effective Time (defined below), if there is any inconsistency between the provisions of the Agreement and the provisions of this Letter Agreement N°1.3 then the provisions of this Letter Agreement N°1.3 will prevail.
| CT 1307579 A320neo Family PA – April 30, 2015 |
LA 1.3 – December 2019 - Page 1 of 9 |
LETTER AGREEMENT No 1.3
| 0 | PREAMBLE |
In respect of any Aircraft remaining to be delivered under the Agreement from and after the Effective Time, this Letter Agreement N°1.3 deletes and replaces in its entirety the Letter Agreement N°1.2 of the Agreement and supersedes the Parties’ rights and obligations under Letter Agreement N°1.2 of the Agreement. [***].
| 1 | PURCHASE INCENTIVES |
| 1.1 | Airframe Credit Memorandum |
The Seller shall grant to the Buyer, at Delivery of each Aircraft, a credit memorandum (the “Airframe Credit Memorandum”) in an amount of, respectively:
[***]
[***]
[***]
The Airframe Credit Memorandum shall be applied, at the Buyer’s option, against the Final Price of the relevant Aircraft or may be used for the purchase of Goods and Services from the Seller.
The Airframe Credit Memorandum is expressed in January 2011 delivery conditions and shall be subject to revision up to the delivery date of the relevant Aircraft in accordance with the Airframe Price Revision Formula.
| 1.2 | [***] Credit Memorandum |
In consideration of the significant volume of aircraft from the Seller already purchased or operated by the Buyer and its affiliates, the Seller shall grant to the Buyer, at Delivery of each Aircraft, a credit memorandum (the “Long Term Commitment Credit Memorandum”) in an amount of:
[***]
[***]
[***]
| CT 1307579 A320neo Family PA – April 30, 2015 |
LA 1.3 – December 2019 - Page 2 of 9 |
LETTER AGREEMENT No 1.3
The Long Term Commitment Credit Memorandum shall be applied, at the Buyer’s option, against the Final Price of the relevant Aircraft or may be used for the purchase of Goods and Services from the Seller.
The Long Term Commitment Credit Memorandum is expressed in January 2020 delivery conditions and shall be subject to revision up to the delivery date of the relevant Aircraft in accordance with the Airframe Price Revision Formula. With respect to the Long Term Commitment Credit Memorandum, references to January 2011 in the Airframe Price Revision Formula and in Clause 1.6 below shall be replaced by references to January 2020.
| 1.3 | [***] |
| 1.3.1 | [***] |
| 1.3.2 | [***] |
| (i) | [***]; |
| (ii) | [***]; and |
| (iii) | [***]. |
| 1.4 | [***] |
| 1.4.1 | [***]: |
[***]
[***]
[***]
| 1.4.2 | [***] |
[***]
| CT 1307579 A320neo Family PA – April 30, 2015 |
LA 1.3 – December 2019 - Page 3 of 9 |
LETTER AGREEMENT No 1.3
[***]
[***]
| 1.5 | Customer Support Credit Memoranda |
The Seller shall make available to the Buyer, on the first day of the second month following the Delivery of each Aircraft, an additional credit memorandum (the “Customer Support Credit Memorandum”) in two parts:
[***]
[***]
[***]
[***]
Part 1 and Part 2 of the Customer Support Credit Memorandum are expressed in January 2011 delivery conditions and shall be subject to revision up to the first day of the second month following the Delivery of the corresponding Aircraft in accordance with the Airframe Price Revision Formula.
The Customer Support Credit Memorandum shall be used exclusively for the purchase by the Buyer of Goods and Service from the Seller. [***]
| 1.6 | [***] |
| 1.6.1 | [***] |
| CT 1307579 A320neo Family PA – April 30, 2015 |
LA 1.3 – December 2019 - Page 4 of 9 |
LETTER AGREEMENT No 1.3
[***]
| (i) | [***]; |
| (ii) | [***]; and |
| (iii) | [***]; |
[***]
[***]
| 1.6.2 | [***]: |
| (i) | [***]; and |
| (ii) | [***]; and |
| CT 1307579 A320neo Family PA – April 30, 2015 |
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LETTER AGREEMENT No 1.3
| (iii) | [***]; |
[***]
| 1.6.3 | [***] |
| 2 | [***] |
| 2.1 | [***]: |
| (i) | [***]; and |
| (ii) | [***]; and |
| (iii) | [***]; |
[***]
| 2.2 | [***] |
| CT 1307579 A320neo Family PA – April 30, 2015 |
LA 1.3 – December 2019 - Page 6 of 9 |
LETTER AGREEMENT No 1.3
| 2.3 | [***] |
[***]
[***]
| 2.4 | [***] |
| 3 | ASSIGNMENT |
Except as provided in Clause 21 of the Agreement, this Letter Agreement N°1.3 is not transferable, and the Buyer’s rights under this Letter Agreement N°1.3 shall not be assigned, sold, transferred or otherwise alienated by operation of law or otherwise to any person other than the Buyer. Any unauthorised assignment, sale, transfer or other alienation of the Buyer’s rights under this Letter Agreement N°1.3 with respect to any Aircraft will be void and without effect.
| 4 | CONFIDENTIALITY |
This Letter Agreement N°1.3 (and its existence) shall be treated by both parties as confidential in accordance with Clause 22.15 of the Agreement.
| 5 | COUNTERPARTS |
This Letter Agreement N°1.3may be signed in any number of separate counterparts. Each counterpart, when signed and delivered (including counterparts delivered by facsimile transmission) shall be an original, and the counterparts together shall constitute one and the same instrument.
| 6 | EFFECT OF AMENDMENT |
Except as expressly amended by this Letter Agreement N°1.3, the Agreement continues and shall remain in full and unvaried force and effect and each party hereto acknowledges and agrees that the Agreement, as amended hereby, constitutes its legal, valid and binding rights and obligations enforceable in accordance with its terms. From and after the date hereof, each and every reference in the Agreement to “this Agreement”, “herein”, “hereof” or similar words and phrases referring to the Agreement or any word or phrase referring to a section or provision of the Agreement is deemed for all purposes to be reference to the Agreement or such section or provision as the same may be amended pursuant to this Letter Agreement N°1.3.
| CT 1307579 A320neo Family PA – April 30, 2015 |
LA 1.3 – December 2019 - Page 7 of 9 |
LETTER AGREEMENT No 1.3
| 7 | INTERPRETATION AND LAW |
THIS LETTER AGREEMENT N°1.3 SHALL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.
THE PARTIES AGREE THAT CLAUSE 22.6 OF THE AGREEMENT SHALL APPLY TO THIS LETTER AGREEMENT N°1.3.
| CT 1307579 A320neo Family PA – April 30, 2015 |
LA 1.3 – December 2019 - Page 8 of 9 |
LETTER AGREEMENT No 1.3
If the foregoing correctly sets forth our understanding, please execute three (3) originals in the space provided below and return one (1) original of this Letter Agreement N°1.3 to the Seller.
Agreed and Accepted
For and on behalf of
AIRBUS S.A.S.
| Title: |
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| Title: |
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| Signature: |
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| Agreed and Accepted |
Agreed and Accepted | |
| For and on behalf of |
For and on behalf of | |
| AEROVIAS DEL CONTINENTE AMERICANO S.A. AVIANCA. |
GRUPO TACA HOLDINGS LIMITED | |
