AMENDMENT NO. 7
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. 7 (hereinafter referred to as the
"Amendment") entered into as of
July 5, 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 "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, 1995 and Amendment No.
6 dated as of December 27, 1995.
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 desires to exercise its right to firmly
purchase certain optional aircraft ordered under the Amendment
No. 6 to the Purchase Agreement (the "Amendment No. 6) (the
"Option Aircraft") ;
NOW, THEREFORE, IT IS AGREED AS FOLLOWS :
1. EXERCISE OF OPTION AIRCRAFT
The Buyer hereby exercises its right to firmly purchase the
following Option Aircraft :
- the Option Aircraft scheduled for delivery in *
hereby becomes an Exercised Option Aircraft scheduled
for delivery in * ;
- the Option Aircraft scheduled for delivery in *
hereby becomes an Exercised Option Aircraft scheduled for
delivery in * ;
- the Option Aircraft scheduled for delivery in *
hereby becomes an Exercised Option Aircraft scheduled
for delivery in * .
The Buyer and the Seller hereby agree that, unless otherwise
specified in this Amendment, all terms and conditions of the
Amendment No. 6 shall apply to these Exercised Option Aircraft.
2. NEW OPERATORS CREDIT
The conditions described in paragraph 5 of Letter Agreement No.
1 dated as of December 27, 1994 with respect to the New Operator
Credits shall apply to the Exercised Option Aircraft.
Consequently, upon execution of this Amendment, the Seller shall
owe the Buyer an amount of:
(i) * ( * ) for the Exercised Option
Aircraft scheduled for delivery in * ;
(ii) * ( * ) for the Exercised Option
Aircraft scheduled for delivery in * ;
(iii) * ( * ) for the Exercised Option
Aircraft scheduled for delivery in * ;
as an aggregate amount of * ( * ).
The amounts quoted in (ii) and (iii), plus interest at
* , will be subject to immediate reimbursement by
the Buyer to the Seller in the event and on the date of Aero
Lloyd's decision not to exercise the lease option for the
* , or * , whichever occurs first.
3. EFFECT ON PREDELIVERY PAYMENTS
The Buyer and the Seller hereby agree that the terms and
conditions of paragraph * of Amendment No. 6, as amended by
paragraph 1 of Letter Agreement No. 3 will apply to the
Exercised Option Aircraft. Upon execution of this Amendment,
the Buyer shall pay to the Seller (as set out in paragraph 4
hereof) * % ( * ) of the Aircraft Predelivery Payment
Reference Price per Exercised Option Aircraft, less the
* ( * ) Option Fees already paid by the
Buyer to the Seller with respect to each Exercised Option
Aircraft.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
The amounts due upon execution hereof are as follows :
- * ( * ) for the Exercised Option
Aircraft scheduled for delivery in * ;
- * ( * ) for the Exercised Option
Aircraft scheduled for delivery in * ;
- * ( * ) for the Exercised Option
Aircraft scheduled for delivery in * ;
as an aggregate amount of : * ( * ).
4. PAYMENTS
* , the Buyer and Seller agree to make to each other
the payments referred to in paragraphs 2 and 3 hereof by means of
wire transfer of funds, provided that it is further agreed that
* shall be paid to the Seller within *
as aforesaid and * shall be paid on * .
5. 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 capitalized terms not otherwise
defined herein shall have the meanings provided for in the
Purchase Agreement.
This Amendment shall be effective upon satisfaction of all
conditions hereof and of the Purchase Agreement.
6. 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 6 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.
7. 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/_R.G. Duncan___ By: __/s/_E.O. De Coninck___
Its: __Senior Vice President___ Its: __Attorney-In-Fact___
