AMENDMENT NO. 8
TO THE AIRBUS A321 PURCHASE AGREEMENT
dated as of February 14, 1990
between
AVSA, S.A.R.L.
and
INTERNATIONAL LEASE FINANCE CORPORATION
This Amendment No. 8 (hereinafter referred to as the
"Amendment") entered into as of October 4, 1995, by and
between AVSA, S.A.R.L, a societe a responsabilite limitee
organized and existing under the laws of the Republic of France,
having its registered office located at
0, Xxxx-Xxxxx Xxxxxxx Xxxxxxxx, 00000 Xxxxxxx, Xxxxxx
(hereinafter referred to as the "Seller") and INTERNATIONAL
LEASE FINANCE CORPORATION, a corporation organized and existing
under the laws of the State of California, having its principal
corporate offices located at 1999 Avenue of the Stars,
00xx Xxxxx, Xxx Xxxxxxx, XX 00000, X.X.X. (hereinafter referred
to as the "Buyer") ;
WITNESSETH
WHEREAS, the Buyer and the Seller entered into a certain A321
Purchase Agreement, dated as of February 14, 1990, relating to
the sale by the Seller and the purchase by the Buyer of twelve
(12) firmly ordered Airbus Industrie A321 model aircraft (the
"Aircraft") and four (4) option Airbus Industrie A321 model
aircraft (the "A321 Purchase Agreement"), which agreement has
been further amended by and supplemented with all Exhibits,
Appendices and Letter Agreements attached thereto and has been
amended by Amendment No. 1 dated as of June 18, 1991, Amendment
No. 2 dated as of December 10, 1992, Amendment No. 3 dated as of
January 3, 1994, Amendment No. 4 dated as of February 28, 1994,
Amendment No. 5 dated as of September 23, 1994, Amendment No. 6
dated as of December 27, 1994 (the "A321 Amendment No. 6") and
Amendment No. 7 dated as of July 5, 1995 ;
WHEREAS, the Buyer and the Seller entered into a certain A320
Purchase Agreement, dated as of November 10, 1988, relating to
the sale by the Seller and the purchase by the Buyer of eighteen
(18) firmly ordered Airbus Industrie X000 xxxxx xxxxxxxx (xxx
"X000 Aircraft") and eleven (11) option Airbus Industrie A320
model aircraft (the "A320 Purchase Agreement"), which agreement
has been further amended by and supplemented with all Exhibits,
Appendices and Letter Agreements attached thereto and has been
amended by Amendment No. 1 dated as of February 24, 1989,
Amendment No. 2 dated as of February 14, 1990, Amendment No. 3
dated as of June 18, 1991, Amendment No. 4 dated as of December
20, 1991, Amendment No. 5 dated as of June 24, 1992, Amendment
No. 6 dated as of November 30, 1992, Amendment No. 7 dated as of
December 10, 1992, Amendment No. 8 dated as of October 29, 1993,
Amendment No. 9 dated as of January 3, 1994, Amendment No. 10
dated as of June 8, 1994, Amendment No. 11 dated as of September
23, 1994 and Amendment No. 12 dated as of December 27, 1994 (the
"A320 Amendment No. 12") ;
WHEREAS, the Buyer and the Seller entered into a certain General
Terms Agreement, dated as of November 10, 1988, which agreement,
as previously amended and supplemented together with all
Exhibits, Appendices, and Letter Agreements attached thereto is
hereinafter called the "G.T.A." ;
WHEREAS, the Buyer has elected to * ;
WHEREAS, the Buyer and the Seller agree to have all Aircraft
ordered by the Buyer to the Seller as of the date hereof and
remaining to be delivered as from * manufactured in
accordance with the same standard specification;
WHEREAS, in line with the terms of Paragraph 6 of Letter
Agreement No. 1 dated December 27, 1994, the Seller hereby
confirms the availability of a version of the Airbus Industrie
* model aircraft featuring a * (the "A321-200
Aircraft") and the Buyer confirms its desire to have
* ;
The parties agree that this Amendment shall formally amend and
constitute part of the A321 Purchase Agreement.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS :
A. *
1. *
*
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
2. DELIVERY SCHEDULE
*
3. EFFECT ON PREDELIVERY PAYMENTS
*
B. STANDARD SPECIFICATION FOR THE REMAINING AIRCRAFT
1. A321-100 STANDARD SPECIFICATION
The Buyer and the Seller hereby agree that, with respect to all
Aircraft ordered by the Buyer to the Seller and to be delivered
by the Seller to the Buyer as from * and originally
scheduled to be manufactured in accordance with the provisions
of Paragraph 1 of Amendment No. 5 to the A321 Purchase Agreement
or in accordance with the provisions of Paragraph 2 of A321
Amendment No. 6 (the "Remaining Aircraft"), such provisions
are hereby superseded and replaced by the following provisions:
QUOTE
3.2 The Remaining Aircraft shall be manufactured in accordance
with the A321-100 Standard Specification Document No.
E.000.01000, Issue 3, Dated January 31, 1994 (a copy of which is
annexed as Exhibit A of Amendment No. 6 to the A321 Purchase
Agreement), as amended by the change orders set forth in
Exhibit A to the Amendment No. 8 to the A321 Purchase Agreement.
Such Standard Specification, as so amended, is
hereinafter referred to as the "Specification". The
Specification may be further modified from time to time
pursuant to the General Terms Agreement.
UNQUOTE
2. AIRFRAME PRICE
As a consequence of Paragraph 1 above, Subclause 4.4.1 of the
A321 Purchase Agreement, as further amended, is hereby superseded
and replaced by the following provisions, with respect to the
Remaining Aircraft:
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
QUOTE
4.1.1 Base Price of the Airframe for the Remaining Aircraft
The Base Price of the Airframe for the Remaining Aircraft shall
be the sum of:
(i) the Base Price of standard A321-100 airframe, as
described in Paragraph 2, Part B, of Amendment No. 8 to
the A321 Purchase Agreement, excluding Buyer Furnished
Equipment and SCN's at delivery conditions prevailing
in * , which is * ( * ), and
(ii) the Base Price of all change orders set forth in
Exhibit A to the Amendment No. 8 to the A321 Purchase
Agreement that are mutually agreed upon prior to the
execution and delivery of the Amendment No. 8 to the A321
Purchase Agreement, at delivery conditions prevailing
in * , which is * ( * ).
The Base Price of the Airframe for the Remaining Aircraft is
subject to adjustment to the date of delivery of the relevant
Remaining Aircraft in accordance with the Airframe Price Revision
Formula set forth in Appendix 1 of A321 Amendment No. 6.
UNQUOTE
3. EFFECT ON PREDELIVERY PAYMENTS
The Buyer and Seller hereby agree that the Aircraft Predelivery
Payment Reference Price with respect to the Remaining Aircraft
shall not be adjusted to reflect the Airframe Price change
described in Paragraph 2 hereof.
C. *
1. *
*
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
2. A321-200 SPECIFICATION
Subclause 3.2 of the A321 Purchase Agreement is hereby superseded
and replaced by the following paragraph with respect to the
A321-200
Aircraft:
QUOTE
3.2 The A321-200 Aircraft shall be manufactured in accordance
with the A321-200 Standard Specification Document No. E.000.02000,
Issue 1, dated June 30, 1995 (a copy of which is provided separately),
as amended by the change orders set forth in Exhibit A to the
Amendment No. 8 to the A321 Purchase Agreement and as further amended
to include a Specification Change Notice reconverting the Avionics
S.F.E. into Avionics B.F.E.. Such A321-200 Standard Specification, as
so amended, is hereinafter referred to as the "A321-200 Specification".
The A321-200 Specification may be further modified from time to
time pursuant to the General Terms Agreement.
UNQUOTE
3. PRICE
The terms and conditions of Paragraph 3 of the A321 Amendment No.
6 are cancelled and replaced by the following provisions, with
respect to the A321-200 Aircraft:
QUOTE
4.1 Base Price of the A321-200 Aircraft
The Base Price of the each A321-200 Aircraft is the sum of:
- the Base Price of the A321-200 Airframe, and
- the Base Price of the Propulsion Systems.
4.1.1 Base price of the X000-000 Xxxxxxxx
The Base Price of the X000-000 Xxxxxxxx shall be the sum of:
(i) the Base Price of standard A321-200 airframe, as
described in Paragraph 2, Part C, of Amendment No. 8 to
the A321 Purchase Agreement, excluding Buyer Furnished
Equipment and SCN's at delivery conditions prevailing
in * , which is * ( * ), and
(ii) the Base Price of all change orders set forth in
Exhibit A to the Amendment No. 8 to the A321 Purchase
Agreement that are mutually agreed upon prior to the
execution and delivery of the Amendment No. 8 to the
A321 Purchase Agreement, at delivery conditions
prevailing in * , which is *
( * ).
The Base Price of the X000-000 Xxxxxxxx is subject to adjustment
to the date of delivery of the relevant A321-200 Aircraft in
accordance with the Airframe Price Revision Formula set forth in
Appendix 1 of A321 Amendment No. 6.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
4.1.2 Base Price of the CFM International 56-5B3 Propulsion
Systems
The Base Price of a set of CFM 56-5B3 Propulsion Systems is the
sum of the Base Prices quoted below in (i) and (ii):
(i) Base Price of the CFM 56-5B3 Engines
The Base Price of a set of two (2) CFM 56-5B3 engines and
additional standard equipment at delivery conditions prevailing
in * is * ( * ). Said Base Price has been
calculated with reference to the Reference Price indicated by CFM
International of * ( * ) as defined by the Reference
Composite Price Index of 111.82 and in accordance with delivery
conditions prevailing in * .
Said Reference Price is subject to adjustment to the date of
delivery of the relevant A321-200 Aircraft in accordance with the
CFM International Price Revision Formula set forth in Appendix 2
of A321 Amendment No. 6.
(ii) Base Price of Nacelles and Thrust Reversers
The Base Price of a set of two (2) nacelles and two (2) thrust
reversers for the CFM 56-5B3 shall be as set forth in Paragraph
3 of A321 Amendment No. 6.
Said Base Price is subject to adjustment to the date of delivery
of the relevant A321-200 Aircraft in accordance with the
Airframe Price Revision Formula set forth in Appendix 1 of
A321 Amendment No. 6.
4.1.3 Base Price of the IAE V2533-A5 Propulsion Systems
The Base Price of a set of two (2) IAE V2533-A5 Propulsion
Systems including related equipment, nacelles and thrust
reversers, at delivery conditions prevailing in *
is * ( * ). Said Base Price has
been calculated with reference to the Reference Price
indicated by IAE of * ( * ) in accordance with
theoretical delivery conditions prevailing in * .
Said Reference Price is subject to adjustment to the date of
delivery of the relevant A321-200 Aircraft in accordance with
the IAE Price Revision Formula set forth in Appendix 3 of
A321 Amendment No. 6.
UNQUOTE
4.2 Selection of Propulsion Systems and validity of the
Propulsion Systems Reference Prices
The terms and conditions of the quoted provisions of Paragraph
4.2 and 4.3 contained in Paragraph 3 of A321 Amendment No. 6 shall
apply to the A321-200 Aircraft.
4. EFFECT ON PREDELIVERY PAYMENTS
The Predelivery Payment Reference Price with respect to the
A321-200 Aircraft will be as defined in Paragraph 6 of A321
Amendment No. 6, as adjusted to reflect the X000-000 Xxxxxxxx
Base Price and IAE V2533-A5 Propulsion Systems Base Price
described in Paragraph 3 hereof.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
*
D. EFFECT OF AMENDMENT
The A321 Purchase Agreement shall be deemed to be 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. All capitalized terms not otherwise
defined herein shall have the meanings provided for in the A321
Purchase Agreement.
This Amendment shall be effective upon satisfaction of all
conditions hereof and of the A321 Purchase Agreement.
E. 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 Amendment and any reports or other data
furnished hereunder strictly confidential. Without limiting the
generality of the foregoing, the Buyer shall use its best
efforts to limit the disclosure of the contents of this
Amendment, to the extent legally permissible, in any filing that
the Buyer is required to make with any governmental agency, and
the Buyer shall make all applications that may be necessary to
implement the foregoing. The Buyer and the Seller shall consult
with each other prior to making any public disclosure, otherwise
permitted hereunder, of this Amendment or the terms and
conditions hereof. The provisions of this Paragraph E shall
survive any termination of this Amendment.
F. GOVERNING LAW AND JURISDICTION
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK. THE PERFORMANCE OF THIS
AMENDMENT 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 AMENDMENT.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
If the foregoing correctly sets forth our understanding, please
execute this Amendment in the space provided below, whereupon
this Amendment shall constitute part of the A321 Purchase
Agreement as of the date first above written.
Agreed and Accepted, Yours sincerely,
INTERNATIONAL LEASE AVSA, S.A.R.L.
FINANCE CORPORATION
By: __/s/_R.G. Duncan___ By: __/s/_Michele Lascaux___
Its: __Senior Vice President__ Its: __Director Contracts___
EXHIBIT A
CHANGE ORDERS
R.F.C. DESIGNATION COMMENTS
23.E 1002 Installation of 3rd VHF *
Com. System (B.F.E.)
23.E 1003 Installation of boarding music and *
prerecorded announcement (B.F.E.)
23.E 1006 System provisions for P.E.S. *
23.E 1010 Installation of ACARS (B.F.E.) *
requires a
3rd
VHF system
23.E 1015 Full provisions for one HF system *
23.E 1021 Hot xxxx capability for C.V.R. *
_________________________________________________________________
25.E 1037 Moveable class divider including *
curtain
25.E 1101 Lav.D modification for stretcher *
loading
25.E 1105 Cabin Configuration 217 pax all economy One of the two
DRWG AI 321-25.3097 rev B cabin layouts
designated by the
Buyer (A321 P.A.
Exhibit B paragr. 1)
25.E 1106 Additional cabin attendant seat at door
Nr 2 R/H (total 6)
25.E 1108 Provisions for additional cabin attendant
seats (two single, one double)
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
EXHIBIT A
CHANGE ORDERS
R.F.C. DESIGNATION COMMENTS
31.E 1011 Use of U.S. units in place of metric *
units
_________________________________________________________________
33.E 1002 Installation of Logo Lights *
33.E 1004 Installation of wing tip synchronized *
strobe lights
33.E 1008 Floor proximity escape path markings *
(Electro Luminescent System)
_________________________________________________________________
34.E 1006 Full provisions for 2nd A.D.F. system *
(B.F.E.)
34.E 1018 Provisions for TCAS II *
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
EXHIBIT B
LIST OF ELIGIBLE AIRCRAFT
AIRCRAFT DELIVERY MONTH
RANK
13 A321 Firm *
14 A321 Firm *
15 A321 Firm *
16 A321 Firm *
17 A321 Firm *
18 A321 Firm *
19 A321 Firm *
20 A321 Firm *
21 A321 Firm *
22 A321 Firm *
23 A321 Firm *
24 A321 Firm *
25 A321 Firm *
26 A321 Firm *
27 A321 Firm *
28 A321 Firm *
29 A321 Firm *
30 A321 Firm *
31 A321 Firm *
32 A321 Firm *
33 A321 Firm *
34 A321 Firm *
35 A321 Firm *
36 A321 Firm *
37 A321 Firm *
38 A321 Firm *
1 A321 Option *
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
A321-200: Spec, Issue 1
BFE turned into SFE
ATA 23:
2 VHF transceiver + vendor change ALLIEDSIGNAL by XXXXXXX VHF 700A
3 Boomset
1 SSCVR + change from CVF XXXXXXXXX to SSCVR ALLIEDSIGNAL
ATA 25:
1 Megaphone
ATA 31:
1 SSFDR + change DFDR LORAL-XXXXXXXXX to SSFDR ALLIEDSIGNAL
ATA 34:
2 VOR/Marker receiver + vendor change from ALLIEDSIGNAL to XXXXXXX
1 ADF reciever
2 ATC transponder
2 DME interrogator
1 Radar system (single) + vendor change from ALLIEDSIGNAL to XXXXXXX
1 GFWC
ATA 35:
1 PBE (cockpit)
