EXHIBIT 10.16
AMENDMENT NO. 10
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. 10 (hereinafter referred to as the "Amendment") entered into
as of February 23, 1996, 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-
100 model aircraft (the "Aircraft") and four (4) option Airbus Industrie A321-
100 model aircraft (the "Option Aircraft"), which agreement, as previously
amended by and supplemented with all Exhibits, Appendices, and Letter Agreements
attached thereto and as 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,
Amendment No. 7 dated as of July 5, 1995, Amendment No. 8 dated as of October 4,
1995, and Amendment No. 9 dated as of February 23, 1996 is hereinafter called
the "Purchase Agreement".
WHEREAS, the Buyer now wishes to increase its order by three (3) firmly ordered
A321-200 aircraft (individually and collectively referred to as the "Incremental
Aircraft") and one (1) option A321-200 aircraft (the "Incremental Option
Aircraft").
Amdt. 10-1
WHEREAS, the Seller is a sales subsidiary of Airbus Industrie G.I.E. (the
"Manufacturer") and will purchase the Incremental Aircraft from the Manufacturer
for resale to the Buyer.
1. INCREMENTAL ORDER
-- -----------------
1.1 The Buyer hereby firmly orders three (3) Incremental Aircraft and takes
an option to order firmly one (1) Incremental Option Aircraft.
It is agreed that the terms and conditions of the sale and purchase of
the Incremental Aircraft and the Incremental Option Aircraft shall
be * , except as specifically set forth to the contrary in this
Amendment.
2. SPECIFICATION
-- -------------
Sub-clause 3.2 of the Purchase Agreement as it applies to the 1994
Aircraft is hereby superseded and replaced by the following provisions
with respect to the Incremental Aircraft and the Incremental Option
Aircraft:
QUOTE
The Incremental Aircraft shall be manufactured in accordance with the
Standard Specification, Document No. E000.02000 Issue 1 dated June 30,
1995 (a copy of which is annexed as Exhibit A to Amendment No. 10) as
amended by the change orders set forth in Exhibit B to Amendment
No. 10 * . Such Standard Specification is hereinafter referred to
as the "Specification". The Specification may be further modified from
time to time pursuant to the General Terms Agreement.
UNQUOTE
3. PRICE
-- -----
3.1 Sub-clause 4.1.1 of the Purchase Agreement as it applies to the 1994
Aircraft is hereby superseded and replaced by the following provisions
with respect to the Incremental Aircraft:
QUOTE
4.1.1 Base Price of the Airframe
----- --------------------------
The Base Price of the Airframe shall be the Base Price of the standard
A321-200
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.
Amdt. 10-2
airframe as described in Exhibit A to Amendment No. 10 * at delivery
conditions prevailing in * , which is * , and
(ii) the Base Price of all change orders mutually agreed and set forth in
Exhibit B to Amendment No. 10 at delivery conditions prevailing in *
, which is * .
This Base Price of the Airframe is subject to adjustment to the date of
delivery in accordance with the Airframe Price Revision Formula set forth
in Appendix 1 to Amendment No. 6.
UNQUOTE
3.2 Sub-clause 4.2 of the Purchase Agreement as it applies to the 1994 Aircraft
is hereby superseded and replaced by the following provisions with respect
to the Incremental Aircraft:
QUOTE
4.2 Selection of the Propulsion Systems
--- -----------------------------------
The Buyer shall notify the Seller in writing no later than *
months prior to the delivery of each Incremental Aircraft of its selection
of the Propulsion Systems to be installed at delivery on such Incremental
Aircraft. The previous sentence notwithstanding, (i) the Seller reserves
the right to increase this * month lead time should it become necessary due
to commercial or industrial constraints imposed on the Seller, and (ii) the
Seller will reduce this * month lead time should commercial and industrial
conditions allow such a reduction.
UNQUOTE
4. DELIVERY
--------
The delivery schedule for Aircraft and Option Aircraft as set forth in Sub-
clause 5.1 of the Purchase Agreement is hereby amended by the addition of
the following three (3) Incremental Aircraft and one Incremental Option
Aircraft:
QUOTE
(i) Incremental Aircraft
--------------------
*
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Amdt. 10-3
(ii) Incremental Option Aircraft
---------------------------
*
UNQUOTE
5. PREDELIVERY PAYMENTS
--------------------
Subclause 6.2 of the Purchase Agreement regarding Predelivery
Payments * , shall apply to the Incremental Aircraft save that the
first payment thereunder in respect of the Incremental Aircraft shall be made
on the date hereof.
6. *
*
7. OPTION EXERCISE
---------------
In the case of the Option Incremental Aircraft, the Buyer shall notify the
Seller of its wish to exercise an option to purchase no later than the first
day of the * month prior to the scheduled month of delivery for that
particular aircraft. * Upon due receipt of due notice, and subject
to payment of all predelivery payments then due, such aircraft shall be
deemed to be an Incremental Aircraft, with all the relevant credits and
concessions thereto.
8. 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 thereof. The
provisions of this Paragraph 8 shall survive any termination of 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.
Amdt. 10-4
9. EFFECT OF AMENDMENT
-------------------
The 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 capitalised
terms not otherwise defined shall have the meanings provided for in the
Purchase Agreement.
10. 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.
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 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/ X.X. Xxxxxx By: /s/ Xxxxx Xxxxxxx
------------------------- -------------------------------
X.X. Xxxxxx
Its: Senior Vice President Its: Director Sales Leasing
Market Division
Amdt. 10-5
EXHIBIT A
---------
Standard A321-200 Specification
Registrant will furnish supplementally a copy of the Standard
A321-200 Specification to the Securities and Exchange Commission
upon request.
Amdt. 10-6
EXHIBIT B
---------
[SCN's]
Amdt. 10-7
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CUSTOMER: ILFC Definition
of a
AIRCRAFT TYPE: A321-200
ILFC A321-200
DELIVERY POSITION(s): applicable Baseline Aircraft
BASELINE/EXHIBIT B SPECIFICATION
STD. SPEC VERSION: Ref. Issue 1, no Revision
ISSUED BY: AVSA/JP
APPLICABLE P.A. REF.
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PRICE
RFC TITLE USD COMMENTS
12L NR *
PER A/C
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02E2001 FAA Type Design items incl. Ozone Converter *
02E2002 Emergency Equipment partly * * First Aid Kit, PBE
02E2003 Avionics *
11E2001 Install Identification Plates *
21E2001 Ventilation of complete Aft Cargo *
Compartment
23E2001 Single HF Installation and full * *
Provisions for a second one * *
23E2002 Three FM Immune VHF System *
Installation
23E2003 Hot Xxxx Capability (CVR)
23E2005 Boarding Music / Announcement System *
System *
23E2005 System Provisions for PES
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* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
ILFC A321 Baseline Spec. Page 1 of 3
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23E2005 System Provisions for Video Monitor System OHSC *
24E2001 Galley Power increased to 70 KVA *
25E2001 Fourth Occupant Seat in Cockpit *
25E2002 Cabin Configuration 220 Pax * as per Draw. AI 321-25.3215 *
25E2002 Stretcher Loading Capability Lavatory D *
25E2002 Installation of Double Bench aft of Lav. B *
25E2003 Interior Colour Scheme *
25E2004 System Provisions for Cargo Cpt. Convertibility *
25E2005 Cargo Floor Panels for Heavy Usage *
25E2006 Cargo Cpt. - Full Bulk Kit Installation *
25E2007 Cabin Emergency Equipment Installation *
28E2001 System Provisions for one ACT *
28E2002 Installation of one ACT *
31E2001 US Units of Indication *
32E2001 Installation of XX Xxxxxxxx/ Xxxxxxx Wheels and Brakes *
33E2001 Floor Prox. Escape Path Marking - Lumi *
34E2001 Full Provisions for 2nd ADF System *
34E2002 TCAS II complete Provisions * incl. ATC Transp. and Gables Control Panel
34E2003 Installation of ILS Xxxxxxx, XX Immune *
34E2004 DME Xxxxxxx * *
34E2005 Radio Altimeter Xxxxxxx *
34E2006 GPS System Provisions C1/C3 *
34E2007 GPS Installation, Xxxxxx *
34E2008 Inst. of a JET Electr.- Standby Altitude Indicator *
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* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
ILFC A321 Baseline Spec. Page 2 of 3
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35E2001 Flight Crew 02 Cylinder 77.1 FT3 *
49E2001 APIC APU. APS 3200 *
72E2001 Engines V 2533-A5 * Covers only Airframe Repercussions
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Total Amount per aircraft, in* *
or Total Amount, per aircraft, in* *
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*
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
ILFC A321 Baseline Spec. Page 3 of 3
