AMENDMENT No. 2 TO THE SECOND A320 FAMILY PURCHASE AGREEMENT
AMENDMENT
No. 2 TO THE SECOND A320 FAMILY PURCHASE AGREEMENT
EXHIBIT
4.1.1
Note:
Confidential treatment has been requested for certain portions of this exhibit.
The copy filed herewith omits the information subject to the confidential
treatment request. Omissions are designated as “***”. A complete
version of this exhibit has been filed separately with the Securities and
Exchange Commission.
AMENDMENT
No. 2
TO
THE
BETWEEN
L A N
AIRLINES S.A.
AND
AIRBUS
S.A.S.
CCC.337.0055/05.
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AMENDMENT
No. 2 TO THE SECOND A320 FAMILY PURCHASE AGREEMENT
CONTENTS
|
Clause
|
Title
|
|||
|
1.
|
SCOPE OF
THE AMENDMENT |
5
|
||
|
2.
|
AMENDMENT
No. 2 AIRCRAFT |
5
|
||
|
3.
|
[***]
CERTAIN GENERAL TERMS AND CONDITIONS OF THE SECOND A320 FAMILY PURCHASE
AGREEMENT |
5
|
||
|
3.1
|
[***]
Aircraft Specifications (Clause 1 of the Purchase Agreement) |
5
|
||
|
3.2
|
[***]
Aircraft Basic Prices (Clause 3 of the Purchase Agreement) |
8
|
||
|
3.3
|
[***]
Aircraft
Price Revision (Clause 4 of the Purchase Agreement) |
10
|
||
|
3.4
|
[***]
Payment Terms (Clause 5 of the Purchase Agreement) |
11
|
||
|
3.5
|
Update
of Delivery Schedule |
14
|
||
|
3.6
|
[***]
Training (Clause 16 of the Purchase Agreement) |
15
|
||
|
4.
|
EFFECT
OF THE AMENDMENT |
18
|
||
C
O N T E N T S
|
ANNEX
|
TITLES
|
|
|
Annex
A |
SPECIFICATION
|
|
|
Appendix
1 – A318 SCN
List |
||
|
Appendix
2 – A319 SCN List |
||
|
Appendix
3 – A320 SCN List |
||
|
Annex
B |
Appendix
1 SELLER PRICE REVISION FORMULA |
|
|
Appendix
2 IAE PRICE REVISION FORMULA |
||
|
Appendix
3 CFM PRICE REVISION FORMULA |
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AMENDMENT
No. 2 TO
THE SECOND A320
FAMILY PURCHASE AGREEMENT
This
Amendment No. 2 to the Second A320 Family Purchase Agreement dated the 20th day
of March 1998 is entered into as of October 4, 2005, by and
between
AIRBUS
SAS (formerly known as AIRBUS GIE), having its principal office at
:
1
Rond-Point ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
3 1 7 0
7 B L A G N A C - C E D E X
F R A N
C E
(hereinafter
referred to as the “Seller”) of the one part
AND
LAN
AIRLINES S.A. HAVING
ITS PRINCIPAL OFFICE AT :
Edificio
Huidobro
Avenida
Presidente Riesco 5711- 20th
Floor
Las
▇▇▇▇▇▇
▇ ▇ ▇ ▇
▇ ▇ ▇ ▇
C H I L
E
(hereinafter
referred to as the “Buyer”) of the other part.
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AMENDMENT
No. 2 TO
THE SECOND A320
FAMILY PURCHASE AGREEMENT
WHEREAS
A
- The
Buyer and the Seller entered into a Purchase Agreement dated March 20th, 1998
covering the purchase by the Buyer and the sale by the Seller of twenty (20)
A320 Family Aircraft designated No. 1 to No. 20 (the “A320 Family Purchase
Agreement”).
B- The
Buyer and the Seller entered into an Amendment No.1 to the A320 Family Purchase
Agreement (the “Amendment No. 1”) on the 24th of
February 2000 [***].
C
- The
Buyer and the Seller entered into a Deed of Amendment and Restatement of the
A320 Family Purchase Agreement (the “Deed of Amendment and Restatement of
the A320 Family Purchase Agreement”) dated the 2nd of
August 2000, splitting the A320 Family Purchase Agreement into the First A320
Family Purchase Agreement, and the Second A320 Family Purchase Agreement which
latter agreement, as from time to time amended by and supplemented with all
Exhibits, Appendices, Letter Agreements and amendments, is hereinafter called
the “Second A320 Family Purchase Agreement” or the “Purchase
Agreement”)
D
- The
Buyer and the Seller wish to enter into an Amendment No. 2 to the Purchase
Agreement to cover the purchase by the Buyer and the sale by the Seller of
twenty five (25) additional firm Aircraft of the A318-100, A319-200 and
A320-200 type (the “2005 Transaction”).
E- Capitalized
terms used herein and not otherwise defined in this Amendment No. 2 will have
the meanings assigned to them in the Purchase Agreement. The terms
“herein,” “hereof,” and “hereunder” and words of
similar import refer to this Amendment No. 2.
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AMENDMENT
No. 2 TO
THE SECOND A320
FAMILY PURCHASE AGREEMENT
| 1. |
SCOPE
OF THE AMENDMENT |
The
scope of this Amendment No. 2 is to define the specific terms and conditions
upon which the Buyer shall buy and take delivery of twenty-five (25) additional
Aircraft comprising twenty (20) A318, four (4) A320 and one (1) A319
(collectively referred to as the “Amendment No. 2
Aircraft”).
This
Amendment No. 2 also updates, modifies and supplement certain terms and
conditions of the Purchase Agreement as those terms and conditions shall apply
to both the Aircraft firmly ordered prior to and remaining to be delivered as
of the date of this Amendment No. 2 (the “Backlog Aircraft”) and the
Amendment No. 2 Aircraft.
| 2. |
AMENDMENT
No. 2 AIRCRAFT |
The sale
by the Seller, and the purchase by the Buyer, of the Amendment No. 2 Aircraft
shall be governed by the provisions of the Purchase Agreement as modified,
updated and supplemented by this Amendment N°2.
| 3. |
[***]
CERTAIN GENERAL TERMS AND CONDITIONS OF THE SECOND A320 FAMILY PURCHASE
AGREEMENT |
With
respect to the [***], the
Buyer and the Seller agree to update the Purchase Agreement in so far as it
relates to Aircraft Standard Specifications, Aircraft Basic Prices and
escalation formulae to take into account certain changes in policy between the
Seller and the Propulsion Systems Manufacturer and the evolutions of the
Standard Specifications achieved between the [***].
|
3.1
|
[***]
Aircraft Specifications
(Clause 1 of the Purchase Agreement) |
With
respect to the [***]
Aircraft, the provisions contained in Clause 1.2 and 1.3 of the Purchase
Agreement are hereby cancelled and replaced by the following quoted
provisions:
QUOTE
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AMENDMENT
No. 2 TO
THE SECOND A320
FAMILY PURCHASE AGREEMENT
|
1.2.1
|
The
Aircraft shall be manufactured in accordance with: |
|
-
|
For
the A318-100,
the Standard Specification Document P.000.01000, Issue 2, dated January 31,
2005 amended to include the following design weights: MTOW: 63t / MLW: 57.5t /
MZFW: 54.5t, a copy of which has been initialed on its effective pages for the
purpose of identification by or on behalf of the parties and is annexed hereto
as Exhibit “A” (as amended by Annex A of Amendment No.
2). |
|
-
|
For
the A319-100,
the Standard Specification Document N°
J.000.01000, Issue 5 dated January 31st,
2005 with the following design weights: MTOW: 75.5 tons, MLW: 62.5 tons, MZFW:
58.5 tons, a copy of which has been initialed on its effective pages for the
purpose of identification by or on behalf of the parties and is annexed hereto
as Exhibit “A” (as amended by Annex A of Amendment No.
2). |
| - |
For
the A320-200,
the Standard Specification Document N°
D.000.02000, Issue 6 dated January 31st
2005 with the following design weights: MTOW: 77 tons, MLW: 64.5 tons,
MZFW: 61 tons, a copy of which has been initialed on its effective pages for
the purpose of identification by or on behalf of the parties and is annexed
hereto as Exhibit “A”(as amended by Annex A of Amendment No.
2). |
Said
Standard Specifications as modified by the Specification Change Notices (SCNs)
to be selected prior to signature of this Agreement, as amended from time to
time, shall constitute the Buyer’s detailed Specification and is
hereinafter referred to as the “Specification”.
Said
SCNs are listed in Appendix 1 to Exhibit A for the ▇▇▇▇-▇▇▇, ▇▇▇▇▇▇▇▇ 2 to
Exhibit A for the A319-100 and Appendix 3 to Exhibit A for the A320-200 (as
amended by this Amendment No. 2).
The
SCN form is annexed hereto as Exhibit “B”.
1.2.2
The
Specification may be modified or varied pursuant to the provisions of Clauses
2, 7 and 18.
1.2.3 In
the event of any inconsistency between the Specification and any other part of
this Agreement, the latter shall prevail to the extent of such
inconsistency.
1.3.1 Propulsion
Systems
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AMENDMENT
No. 2 TO
THE SECOND A320
FAMILY PURCHASE AGREEMENT
The
Aircraft can be equipped with a set of two (2) engines:(the “Propulsion
Systems”)
-
For
the A318-100:
CFM
INTERNATIONAL CFM
56-5B9 (23,300
lbs)
or
▇▇▇▇▇
& ▇▇▇▇▇▇▇ ▇▇
6122 (22,100
lbs).
-
For
the A319-100:
CFM
INTERNATIONAL 56-5B6/P (23,500
lb)
or
INTERNATIONAL
AERO ENGINE V2524-A5 (23,500
lb)
-
For
the A320-200:
CFM
INTERNATIONAL 56-5B4P (27,000
lb)
or
INTERNATIONAL
AERO ENGINE V2527E-A5 (26,500
lb)
1.3.2 Propulsion
System Manufacturer Selection
The
following Propulsion Systems have been selected by the Buyer:
-
For
the A318-100:
▇▇▇▇▇
& ▇▇▇▇▇▇▇ ▇▇
6122
-
For
the A319-100:
INTERNATIONAL
AERO ENGINE V2524-A5
-
For
the A320-200:
INTERNATIONAL
AERO ENGINE V2527E-A5
The
Buyer shall have the right to select the alternate Propulsion Systems
Manufacturer, in each case as mentioned in the above sub-Clause 1.3.1. for all
or any of the Aircraft at any time, provided that such selection is notified in
writing to the Seller not less than [***] prior
to the delivery of the relevant Aircraft and it being understood that it shall
be the sole responsibility of the Buyer to inform, negotiate and conclude a
settlement with the Propulsion Systems Manufacturer initially selected by the
Buyer.
UNQUOTE
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AMENDMENT
No. 2 TO
THE SECOND A320
FAMILY PURCHASE AGREEMENT
|
3.2
|
[***]
Aircraft Basic Prices
(Clause 3 of the Purchase Agreement) |
With
respect to [***]
Aircraft, the provisions contained in Clause 3.1 and 3.2 of the Purchase
Agreement are hereby cancelled and replaced by the following quoted
provisions:
QUOTE
| 3.1 |
Aircraft
Basic Price |
| 3.1.1 | A318 Aircraft |
The
A318 Aircraft Basic Price is the sum of:
| (i) |
[***]
|
| (ii) | [***] |
| 3.1.2 |
A319
Aircraft / A320 Aircraft |
The
Aircraft Basic Price is the sum of:
|
(i)
|
[***]
|
| (ii) | [***] |
| 3.1.2.1 |
Airframe
Basic Price |
The
Airframe Basic Price is the sum of:
|
(i)
|
[***]
|
| (ii) | [***] |
|
3.1.2.2
|
Propulsion
Systems Basic Price |
The
basic price of a set of two (2) Propulsion Systems including standard equipment
is:
For
the A319-100 Aircraft
-
With INTERNATIONAL AERO ENGINES IAE V2524-A5:
[***]
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AMENDMENT
No. 2 TO
THE SECOND A320
FAMILY PURCHASE AGREEMENT
-
With CFM INTERNATIONAL Engines CFMI 56-5B6 /P
[***]
For
the A320-200 Aircraft
With
INTERNATIONAL AERO ENGINES IAE V2527E-A5:
[***]
With
CFM INTERNATIONAL Engines CFMI 5 B4 /P
[***]
The
above Propulsion Systems Basic Prices have been established in accordance with
the delivery conditions prevailing in [***] and have been calculated from the
Propulsion Systems Reference Prices referred to in sub-Clause
4.2.
The
above Propulsion Systems Reference Prices are subject to adjustment in
accordance with the relevant Propulsion Systems Manufacturer’s Price
Revision Formula referred to in sub-Clause 4.2.
3.1.3 Validity
of Propulsion Systems Prices
It
is understood that the above Propulsion Systems Basic Prices as well as Price
Revision Formula concerning the Propulsion Systems and related equipment are
based upon information received from the Propulsion Systems
Manufacturers.
3.2 Final
Price
3.2.1 A318
Aircraft
The
Final Price of each A318 Aircraft shall be the sum of:
(i)
the
Aircraft Basic Price as revised as of the Delivery Date in accordance with
Clause 4; plus
(ii) the
aggregate of all increases or decreases to the Aircraft Basic Price as agreed
in any Specification Change Notice or part thereof applicable to the Aircraft
subsequent to the date of this Agreement as revised as of the Delivery Date in
accordance with Clause 4.
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AMENDMENT
No. 2 TO
THE SECOND A320
FAMILY PURCHASE AGREEMENT
3.2.2 A319/A320
Aircraft
The
Final Price of each A319 Aircraft or A320 Aircraft shall be the sum
of:
(i)
the
Airframe Basic Price as revised as of the Delivery Date in accordance with
Clause 4; plus
(ii)
the
aggregate of all increases or decreases to the Airframe Basic Price as agreed
in any Specification Change Notice or part thereof applicable to the Airframe
subsequent to the date of this Agreement as revised as of the Delivery Date in
accordance with Clause 4; plus
(iii)
the
Propulsion Systems Reference Price as revised as of the Delivery Date in
accordance with Clause 4.2; plus
(iv)
the
aggregate of all increases or decreases to the Propulsion Systems Reference
Price as agreed in any Specification Change Notice or part thereof applicable
to the Propulsion Systems subsequent to the date of this Agreement as revised
as of the Delivery Date in accordance with Clause 4.2.
UNQUOTE
|
3.3
|
[***]
Aircraft Price Revision
(Clause 4 of the Purchase Agreement) |
With
respect to the [***]
Aircraft, the provisions contained in Clause 4 of the Purchase Agreement are
hereby cancelled and replaced by the following quoted provisions:
QUOTE
4.
PRICE
REVISION
4.1
Seller’s
Price Revision
The
A318 Aircraft Basic Price and the A319 and A320 Airframe Basic Price are
subject to revision in accordance with the Seller’s Price Revision Formula
up to and including the Delivery Date as set forth in Appendix 1 of Annex B of
Amendment No. 2.
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AMENDMENT
No. 2 TO
THE SECOND A320
FAMILY PURCHASE AGREEMENT
4.2
Propulsion
Systems Reference Price Revision
4.2.1.
The
Propulsion Systems Reference Price is subject to revision in accordance with
the Propulsion Systems Price Revision Formula up to and including the Delivery
Date, as set forth in Appendix 2 and Appendix 3 of Annex B of
Amendment No. 2.
4.2.2
Modification
of Propulsion Systems Reference Price and Propulsion Systems Price Revision
Formula
The
Propulsion Systems Reference Price, the prices of the related equipment and the
Propulsion Systems Price Revision Formula are based on information received
from the Propulsions Systems Manufacturer and are subject to amendment by the
Propulsion Systems Manufacturer at any time prior to the Delivery Date. If the
Propulsion Systems Manufacturer makes any such amendment, the amendment shall
be automatically incorporated into this Agreement and the Propulsion Systems
Reference Price, the prices of the related equipment and the Propulsion Systems
Price Revision Formula shall be adjusted accordingly. The Seller agrees to
notify the Buyer as soon as it receives notice of any such amendment from the
Propulsion Systems Manufacturer.
UNQUOTE
|
3.4
|
[***]
Payment Terms (Clause 5 of the Purchase Agreement) |
|
3.4.1
|
With
respect to [***]
Aircraft and except as set forth in Paragraph 3.4.2 below, Clause 5 of the
Purchase Agreement shall continue to apply with the following
changes: |
I. Seller’s
account stated in Clause 5.1 of the Purchase Agreement shall be replaced with
the following account:
Account
identification: [***]
with:
[***]
II. the
definition of N in the formula defining the Predelivery Payment Reference Price
set forth in Clause 5.2.1.1 of the Purchase Agreement shall be replaced with
the following definition:
N: [***]
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AMENDMENT
No. 2 TO
THE SECOND A320
FAMILY PURCHASE AGREEMENT
|
III.
|
[***].
|
IV. Set-Off
and Suspension provisions shall be included as sub-Clause 5.4.5 and 5.4.6 as
follows:
QUOTE
5.4.5 Set-Off
Notwithstanding
any other rights the Seller may have at contract or at law, the Buyer and the
Seller hereby agree that should any material and undisputed amount in relation
to the Amendment No. 2 Aircraft become due and payable by the Buyer or its
Affiliates, and not be paid in full in immediately available funds on the date
due, then the Seller will have the right to debit and apply, in whole or in
part, the Predelivery Payments paid in connection with the Amendment No. 2
Aircraft to the Seller by the Buyer against such unpaid amount provided
that it is
agreed by the Seller that such foregoing right to debit and apply, in whole or
in part, the Predelivery Payments made in respect of any Amendment No. 2
Aircraft [***].
The
Seller will promptly notify the Buyer in writing after such debiting and
application, and the Buyer will promptly following receipt of such notification
by the Seller pay to the Seller the amount required to comply with Clause 5 of
the Purchase Agreement.
5.4.6 Suspension
Notwithstanding
any other rights the Seller may have at contract or at law, the Buyer and the
Seller hereby agree that if at any time when an Insolvency Event has occurred
and is continuing or the Seller is at the relevant time reasonably of the view
that an Insolvency Event is likely to occur, any amount is then due and payable
by the Seller to the Buyer under this Purchase Agreement and at such time any
amount (whether under this Purchase Agreement or under any other agreement
between the Buyer and the Seller and whether at the stated maturity of such
amount, by acceleration or otherwise) is due and payable by the Buyer or its
Affiliates to the Seller, and the Buyer has not notified the Seller that it
disputes its liability or the liability of its Affiliates, as the case may be,
in relation to such amount (either in whole or in part), then the Seller will
have the right to suspend payment of any such amount owed by the Seller to the
Buyer (up to a maximum amount equal to
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AMENDMENT
No. 2 TO
THE SECOND A320
FAMILY PURCHASE AGREEMENT
the
aforesaid amount due and payable by the Buyer or its Affiliates to the Seller)
until such time as such amount is paid by, or on behalf of, the Buyer or its
Affiliates, as the case may be, [***].
The
Seller will promptly notify the Buyer in writing after such retention is made.
The right of the Seller to retain any amounts owed by the Seller to the Buyer
shall terminate once the due obligations of the Buyer have been
discharged.
For
the purposes of this Clause 5.4.6, “Insolvency Event” means the
occurrence of any of the following: (a) the Buyer is unable or admits inability
to pay its debts as they fall due, suspends making payments on any of its debts
or, by reason of actual or anticipated financial difficulties, commences
negotiations with one or more of its creditors with a view to rescheduling any
of its indebtedness; or (b) any corporate action, legal proceedings or other
procedure or step is taken in relation to: (i) the suspension of payments, a
moratorium of any indebtedness, winding-up, dissolution, administration or
reorganisation (by way of voluntary arrangement, scheme of arrangement or
otherwise) of the Buyer other than a solvent liquidation or reorganisation of
the Buyer; or (ii) the appointment of a liquidator (other than in respect of a
solvent liquidation of a member of the Buyer), receiver, administrator,
administrative receiver, compulsory manager or other similar officer in respect
of the Buyer.
UNQUOTE
|
3.4.2
|
With
respect to the A318 Aircraft only, the
Predelivery Payment schedule set forth in Clause 5.2.1.2 of the Purchase
Agreement shall be
cancelled and replaced by the following Predelivery
Payment schedule:
|
|
Due
Date Of Payments |
Percentage
Of Predelivery
Payment
Reference Price |
|
Upon
signature of this Agreement |
[***]
|
|
On
the first day of each of the following months
prior
to the Scheduled Delivery Month |
|
|
[***]
months |
[***]
|
|
[***]
months |
[***]
|
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AMENDMENT
No. 2 TO
THE SECOND A320
FAMILY PURCHASE AGREEMENT
|
[***]
months |
[***]
|
|
____________________________
Total
Payment prior to Delivery |
[***]
|
The
Seller acknowledges that it has received from the Buyer a deposit in an amount
of US$ [***] for
each of the [***]
Aircraft, such deposit to be credited against the first pre-delivery
payment.
|
3.5
|
Update
of Delivery Schedule |
The
Buyer and the Seller agree to update the delivery schedule to include the
Amendment No. 2 Aircraft and re-rank the contractual number of both the Backlog
Aircraft and the Amendment No. 2 Aircraft in a chronological order. Therefore,
with respect to the Backlog Aircraft and the Amendment No. 2 Aircraft, the
provisions contained in sub-Clause 9.1 of the Purchase Agreement are hereby
cancelled and replaced by the following quoted provisions:
QUOTE
9.1 Delivery
Schedule
Subject
to the provisions of Clauses 2, 7, 8.2, 10 and 18 the Seller shall have the
Aircraft ready for delivery at the Aircraft final assembly line in accordance
with the following delivery schedule:
|
Aircraft
No |
Aircraft
Origin |
Delivery
Date |
Aircraft
Type |
||||
|
1
|
Backlog
Aircraft |
[***]
|
A319
|
||||
|
2
|
Backlog
Aircraft |
[***]
|
A319
|
||||
|
3
|
Backlog
Aircraft |
[***]
|
A319
|
||||
|
4
|
Backlog
Aircraft |
[***]
|
A319
|
||||
|
5
|
Backlog
Aircraft |
[***]
|
A319
|
||||
|
6
|
Amendment
No. 2 Aircraft |
[***]
|
A319
|
||||
|
7
|
Amendment
No. 2 Aircraft |
[***]
|
A318
|
||||
|
8
|
Amendment
No. 2 Aircraft |
[***]
|
A318
|
||||
|
9
|
Amendment
No. 2 Aircraft |
[***]
|
A318
|
||||
|
10
|
Amendment
No. 2 Aircraft |
[***]
|
A318
|
||||
|
11
|
Amendment
No. 2 Aircraft |
[***]
|
A318
|
||||
|
12
|
Amendment
No. 2 Aircraft |
[***]
|
A318
|
||||
|
13
|
Amendment
No. 2 Aircraft |
[***]
|
A318
|
||||
|
14
|
Amendment
No. 2 Aircraft |
[***]
|
A318
|
||||
|
15
|
Amendment
No. 2 Aircraft |
[***]
|
A318
|
||||
|
16
|
Amendment
No. 2 Aircraft |
[***]
|
A318
|
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AMENDMENT
No. 2 TO
THE SECOND A320
FAMILY PURCHASE AGREEMENT
|
17
|
Amendment
No. 2 Aircraft |
[***]
|
A320
|
||||
|
18
|
Amendment
No. 2 Aircraft |
[***]
|
A320
|
||||
|
19
|
Amendment
No. 2 Aircraft |
[***]
|
A320
|
||||
|
20
|
Amendment
No. 2 Aircraft |
[***]
|
A320
|
||||
|
21
|
Amendment
No. 2 Aircraft |
[***]
|
A318
|
||||
|
22
|
Amendment
No. 2 Aircraft |
[***]
|
A318
|
||||
|
23
|
Amendment
No. 2 Aircraft |
[***]
|
A318
|
||||
|
24
|
Amendment
No. 2 Aircraft |
[***]
|
A318
|
||||
|
25
|
Amendment
No. 2 Aircraft |
[***]
|
A318
|
||||
|
26
|
Amendment
No. 2 Aircraft |
[***]
|
A318
|
||||
|
27
|
Amendment
No. 2 Aircraft |
[***]
|
A318
|
||||
|
28
|
Amendment
No. 2 Aircraft |
[***]
|
A318
|
||||
|
29
|
Amendment
No. 2 Aircraft |
[***]
|
A318
|
||||
|
30
|
Amendment
No. 2 Aircraft |
[***]
|
A318
|
[***]
For
those Aircraft for which a delivery quarter is indicated in the above schedule,
the Seller shall notify the Buyer, no later than [***] prior
to the first month of the concerned delivery quarter, the delivery month in
respect of any such Aircraft. The Seller agrees that such delivery month shall
fall within the first two months of a delivery quarter.
UNQUOTE
|
3.6
|
[***]
Training (Clause 16 of the Purchase Agreement) |
To the
extent that the same relates to [***]
Aircraft, Clause 16.3 of the Purchase Agreement shall be cancelled and replaced
as follows:
QUOTE
16.3 Training
Courses Execution
|
16.3.1
|
Flight
Crew Training Course |
|
16.3.1.1
|
The
Seller shall perform a flight crew training course program (standard transition
course or a cross crew qualification program as applicable) for a total of
[***] of the
Buyer’s flight crews, each of which shall consist of one (1) captain and
one (1) first officer. The training manual used shall be the Seller’s
Flight Crew Operating Manual (FCOM), except for base Flight training, for which
the Buyer’s customized FCOM shall be used. |
A320F -
LAN - AMDT 2 - Second A320 Family PA - 10/2005
15/30
AMENDMENT
No. 2 TO
THE SECOND A320
FAMILY PURCHASE AGREEMENT
|
16.3.1.2
|
If a
Base Flight Training is required, the Buyer shall use its delivered Aircraft,
or any other aircraft operated by the Buyer, for any base flight training,
which shall not exceed [***] minutes
per pilot, according to the related Airbus training course definition. In the
event of it being necessary to ferry the Buyer’s delivered Aircraft to the
location where the base flight training shall take place, the additional flight
time required for the ferry flight to and/or from the base training field shall
not be deducted from the base flight training allowance. |
|
However,
if the base flight training is performed outside of the zone where the Seller
usually performs such training, the ferry flight to the location where the base
flight training shall take place shall be performed by a crew composed of the
Seller’s and/or the Buyer’s qualified pilots, in accordance with the
Aviation Authorities’ regulations related to the place of performance of
the base flight training. |
16.3.2
Flight
Crew Line Initial Operating Experience
|
To
assist the Buyer with initial operating experience for its new operation in
Argentina, the Seller shall provide to the Buyer pilot instructor(s) free of
charge for a period of [***] pilot
instructor months (number of pilots present at the same time to be mutually
agreed). The Buyer shall reimburse the expenses for each such instructor in
accordance with Clause 16.2.2. Additional pilot instructors can be provided at
the Buyer’s expense and upon conditions to be mutually agreed
upon. |
16.3.3
Maintenance
Training
The
Seller shall provide to the Buyer [***] trainee
days of maintenance training free of charge for the Buyer’s personnel.
The
available courses are listed in the Seller’s applicable Training Courses
Catalog.
The
above trainee days shall be used solely for the Maintenance training courses as
defined in the Seller’s applicable Training Courses Catalog.
Within
the above trainee days allowance, the number of Engine Run-up courses shall be
limited to [***]
trainees per Amendment No. 2 Aircraft and to a maximum of [***] courses
in total.
The
Buyer shall provide the Seller with an attendance list of trainees at the
latest one (1) month before the start of the training course.
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005
16/30
AMENDMENT
No. 2 TO
THE SECOND A320
FAMILY PURCHASE AGREEMENT
The
practical training provided in the frame of maintenance training is performed
exclusively on the training devices in use in the Seller’s Training
Centers or Affiliated Training Centers.
In the
event of practical training on aircraft being requested by the Buyer, such
practical training can be organized with the assistance of the Seller, in
accordance with Clause 16.3.4.
|
16.3.4
|
Practical
Training on Aircraft |
|
If the
practical training does not need to be covered by an EASA - Part 147 (or
equivalent) certificate, the Seller may assist the Buyer in organizing such
practical training on aircraft, at the Buyer’s expense. |
|
In the
event of the Buyer requiring a full EASA - Part 147 certificate from the
Seller, the practical training on aircraft shall be conducted by the Seller, at
the Buyer’s expense, in a EASA - Part 145 facility approved and selected
by the Seller. |
|
In the
event of the Buyer requiring such practical training to be conducted at the
Buyer’s EASA - Part 145 (or equivalent) approved facilities, such training
shall be subject to prior approval by the Seller of the facilities at which the
training is to be conducted. |
|
The
provision of an instructor by the Seller for the practical training shall be
deducted from the trainee days allowance defined in Clause 16.3.3 above,
subject to the conditions detailed in Clause 16.3.7 below. |
|
The
Buyer shall reimburse the expenses for said instructor(s) in accordance with
Clause 16.2.2. |
16.3.4 Performance
/ Operations Course
The
Seller shall provide [***] trainee
days of performance / operations training free of charge for the Buyer’s
personnel. The above trainee days shall be used solely for the
performance/operations training courses as defined in the Seller’s
applicable Training Course Catalog.
|
16.3.5
|
Transition
Type Rating Instructor (TRI) Course |
The
Seller shall provide transition type rating instructor (TRI) training
(transition
or CCQ, as applicable) free of charge for [***] of the
Buyer’s flight instructors. This
course provides the Buyer’s instructors with the
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005
17/30
AMENDMENT
No. 2 TO
THE SECOND A320
FAMILY PURCHASE AGREEMENT
training
in flight instruction and synthetic instruction required to instruct on Airbus
aircraft.
|
16.3.6
|
During
any and all flights performed in accordance with this Clause 16.3, the Buyer
shall bear full responsibility for the aircraft upon which the flight is
performed, including but not limited to any required maintenance, all expenses
such as fuel, oil or landing fees and the provision of insurance in line with
Clause 16.6. |
16.3.7
Trainee
days accounting
|
Trainee
days are counted as follows: |
|
-
|
For
instruction at the Seller’s Training Centers or Affiliated Training
Centers : one (1) day of instruction for one (1) trainee equals one (1) trainee
day. The number of trainees originally registered at the beginning of the
course shall be counted as the number of trainees to have taken the
course. |
|
-
|
For
instruction outside of the Seller’s Training Centers or Affiliated
Training Centers : one (1) day of instruction by one (1) Seller instructor
equals the actual number of trainees attending the course or a minimum of
[***] trainee
days. |
|
-
|
For
practical training, one (1) day of instruction by one (1) Seller instructor
equals the actual number of trainees attending the course or a minimum of
[***] trainee
days. |
|
-
|
In the
event of training being provided outside of t he Seller’s Training Centers
or Affiliated Training Centers specifically at the Seller’s request,
Paragraph 3.1 hereabove shall be applicable to the trainee days accounting for
such training. |
16.3.8
Supplier
and Propulsion System Manufacturer Training
|
Upon the
Buyer’s request, the Seller shall provide to the Buyer the list of the
maintenance and overhaul training courses (the “Supplier Training
Catalog”) provided by major Suppliers and the applicable Propulsion
Systems Manufacturer on their products. |
UNQUOTE
4. EFFECT
OF THE AMENDMENT
A320F -
LAN - AMDT 2 - Second A320 Family PA - 10/2005
18/30
AMENDMENT
No. 2 TO
THE SECOND A320
FAMILY PURCHASE AGREEMENT
4.1
This
Amendment No. 2 and the accompanying Letter Agreements contain the entire
agreement between the parties with respect to the subject matter hereof and
supersede any previous understanding, commitments or representations
whatsoever, whether oral or written.
4.2 The
Second A320 Purchase Agreement will be deemed amended to the extent provided in
this Amendment No. 2 and the accompanying Letter Agreements and, except as
specifically amended hereby, will continue in full force and effect in
accordance with its original terms. Both parties agree that this Amendment No.
2 and the accompanying Letter Agreements will constitute an integral,
nonseverable part of the Second A320 Purchase Agreement and be governed by its
provisions, except that if the Second A320 Purchase Agreement and this
Amendment No. 2 have specific provisions that are inconsistent, the specific
provisions contained in this Amendment No. 2 will govern to the extent of such
inconsistency.
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005
19/30
AMENDMENT
No. 2 TO
THE SECOND A320
FAMILY PURCHASE AGREEMENT
This
Amendment No. 2 has been executed in two (2) original specimens which are in
English.
IN
WITNESS WHEREOF this
Amendment No. 2 to the Second A320 Family Purchase Agreement was duly entered
into the day and year first above written.
|
For and
on behalf of |
For and
on behalf of |
|
|
LAN
AIRLINES S.A. |
AIRBUS
S. A. S. |
|
|
Name
: |
Name :
|
|
|
Title
: |
Title :
|
A320F -
LAN - AMDT 2 - Second A320 Family PA - 10/2005
20/30
| ANNEX A |
STANDARD
SPECIFICATION |
STANDARD
SPECIFICATION
The A318
Standard Specification, A319 Standard Specification and A320 Standard
Specification are contained in a separate folder which has been separately
delivered
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005
21/30
| ANNEX A |
STANDARD
SPECIFICATION |
Appendix
1
A318
SCNs List
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005
22/30
| ANNEX A |
STANDARD
SPECIFICATION |
A320F -
LAN - AMDT 2 - Second A320 Family PA - 10/2005
23/30
| ANNEX A |
STANDARD
SPECIFICATION |
Appendix
2
A319
SCNs List
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005
24/30
| ANNEX A |
STANDARD
SPECIFICATION |
A320F -
LAN - AMDT 2 - Second A320 Family PA - 10/2005
25/30
| ANNEX A |
STANDARD
SPECIFICATION |
Appendix
3
A320
SCNs List
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005
26/30
| ANNEX A |
STANDARD
SPECIFICATION |
A320F -
LAN - AMDT 2 - Second A320 Family PA - 10/2005
27/30
| ANNEX B |
PRICE
REVISION FORMULA |
Appendix
1
SELLER’S
PRICE REVISION FORMULA
|
1
|
[***]
|
|
2
|
[***]
|
|
3
|
[***]
|
|
4
|
[***]
|
|
5
|
[***]
|
|
5.1
|
[***]
|
|
5.2
|
[***]
|
|
5.3
|
[***]
|
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005
28/30
| ANNEX B |
PRICE
REVISION FORMULA |
Appendix
2
PROPULSION
SYSTEMS PRICE REVISION FORMULA
INTERNATIONAL
AERO ENGINES
| 1 |
[***]
|
| 2 |
[***]
|
| 3 |
[***]
|
| 4 |
[***]
|
|
5.
|
[***]
|
|
5.1
|
[***]
|
|
5.2
|
[***]
|
|
5.3
|
[***]
|
|
5.4
|
[***]
|
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005
29/30
| ANNEX B |
PRICE
REVISION FORMULA |
Appendix
3
PROPULSION
SYSTEMS PRICE REVISION FORMULA
CFM
INTERNATIONAL
| 1 |
[***]
|
| 2 |
[***]
|
| 3 |
[***]
|
| 4 |
[***]
|
|
5
|
[***]
|
|
5.1
|
[***]
|
|
5.2
|
[***]
|
|
5.3
|
[***]
|
|
5.4
|
[***]
|
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005
30/30
AMENDMENT
No. 3 TO
THE FIRST A320
FAMILY PURCHASE AGREEMENT
AMENDMENT
No. 3
TO
THE
FIRST
A320 FAMILY PURCHASE AGREEMENT
BETWEEN
L A N
AIRLINES S.A.
AND
AIRBUS
S.A.S.
CCC-337.0044/05
A320
Family - LAN - AMDT 3 - First A320 Family PA - 10/2005
1/18
AMENDMENT
No. 3 TO
THE FIRST A320
FAMILY PURCHASE AGREEMENT
This
Amendment N.o 3 to the First A320 Family Purchase Agreement dated the 20th day
of March 1998 is entered into as of October 4, 2005, by and
between
AIRBUS
SAS (formerly known as AIRBUS GIE), having its principal office at
:
1
Rond-Point ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
3 1 7 0
7 B L A G N A C - C E D E X
F R A N
C E
(hereinafter
referred to as the “Seller”) of the one part
AND
LAN
AIRLINES S.A. ,
having its principal office at :
Edificio
Huidobro
Avenida
Presidente Riesco 5711 - 20th
Floor
Las
▇▇▇▇▇▇
▇ ▇ ▇ ▇
▇ ▇ ▇ ▇
C H I L
E
(hereinafter
referred to as the “Buyer”) of the other part.
A320
Family - LAN - AMDT 3 - First A320 Family PA - 10/2005
2/18
AMENDMENT
No. 3 TO
THE FIRST A320
FAMILY PURCHASE AGREEMENT
CONTENTS
|
1.
|
SCOPE OF
THE AMENDMENT |
5
|
|
2.
|
[***] CERTAIN
TERMS AND CONDITIONS OF THE FIRST A320 FAMILY PURCHASE AGREEMENT
|
5
|
|
2.1
|
[***]
Aircraft
Specifications |
5
|
|
2.2
|
[***]
Aircraft Basic Prices |
7
|
|
2.3
|
[***] Aircraft
Price Revision |
9
|
|
2.4
|
[***] Payment
Terms |
10
|
|
2.5
|
[***]
|
11
|
|
3.
|
EFFECT
OF THE 2005 TRANSACTION ON SPECIFIC BACKLOG AIRCRAFT TERMS |
11
|
|
3.1
|
Backlog
Aircraft Delivery Schedule |
11
|
|
4.
|
EFFECT
OF THE AMENDMENT |
12
|
ANNEX
A A319
SPECIFICATION
Appendix
1 - SCNs List
B PRICE
REVISION FORMULA
Appendix
1 - Seller Price Revision Formula
Appendix
2 - Engine Manufacturer Price Revision Formula
A320
Family - LAN - AMDT 3 - First A320 Family PA - 10/2005
3/18
AMENDMENT
No. 3 TO
THE FIRST A320
FAMILY PURCHASE AGREEMENT
WHEREAS:
|
A
- |
The
Buyer and the Seller have entered into a Purchase Agreement dated March 20th,
1998 covering the purchase by the Buyer and the sale by the Seller of twenty
(20) A320 Family Aircraft designated N°1 to
N° 20 (the
“A320 Family Purchase Agreement”). |
|
B
- |
The
Buyer and the Seller have entered into an Amendment N° 1 to
the A320 Family Purchase agreement (the “Amendment N°1”)
on the 24th of
February 2000 [***].
|
|
C
- |
The
Buyer and the Seller have entered into a Deed of Amendment and Restatement of
the A320 Family Purchase Agreement (the “Deed of Amendment and Restatement
of the A320 Family Purchase Agreement”) dated the 2nd of
August 2000, splitting the A320 Family Purchase Agreement into the First A320
Family Purchase Agreement, which agreement, as previously amended by and
supplemented with all Exhibits, Appendices, Letter Agreements and amendments
(including Amendment No. 1 executed on January 31st 2002
and Amendment N° 2
executed on November 14TH 2003,
is hereinafter called the “the First A320 Family Purchase Agreement”
or the “Purchase Agreement”) and the Second A320 Family Purchase
Agreement. |
|
D
- |
In
conjunction with and subject to the execution by the Buyer of an amendment No.
2 to the Second A320 Family Purchase Agreement (the “ Amendment No. 2 to
the Second A320 Family Purchase Agreement”) of even date herewith covering
the purchase of certain additional A319 Aircraft, A320 Aircraft and A318
Aircraft (hereinafter referred to as the “2005 Transaction”) the
Buyer and the Seller now wish to enter into a new amendment to the Purchase
Agreement (hereinafter the “Amendment N°3”)
covering the modifications and the update of certain terms and conditions of
the Purchase Agreement. |
E- Capitalized
terms used herein and not otherwise defined in this Amendment N°3 will
have the meanings assigned to them in the Purchase Agreement. The terms
“herein,” “hereof,” and “hereunder” and words of
similar import refer to this Amendment N°3.
A320
Family - LAN - AMDT 3 - First A320 Family PA - 10/2005
4/18
AMENDMENT
No. 3 TO
THE FIRST A320
FAMILY PURCHASE AGREEMENT
1.
SCOPE
OF THE AMENDMENT
This
Amendment N°3
provides an update of certain general terms and conditions governing the A319
Aircraft No. 19 and Aircraft No. 20 remaining to be delivered under the First
A320 Family Purchase Agreement (hereinafter the “Backlog Aircraft”)
so that they are aligned and consistent with the terms governing the 2005
Transaction.
The
scope of this Amendment N°3 is
also to modify certain specific terms and conditions applicable to the Backlog
Aircraft as such modifications arise from and are in consideration of the 2005
Transaction.
2.
[***]
CERTAIN TERMS AND CONDITIONS OF THE FIRST A320 FAMILY PURCHASE
AGREEMENT
With
respect to the [***]
Aircraft, the Buyer and the Seller agree to update the Purchase Agreement as it
relates to Aircraft Standard Specifications, Aircraft Basic Prices and
escalation formulae to take into account certain changes in policy between the
Seller and the Propulsion Systems Manufacturer and the evolutions of the
Standard Specifications achieved between the [***].
2.1 [***]
Aircraft
Specifications
[***] the
provisions contained in Clause 1.2 and 1.3 of the Purchase Agreement are hereby
cancelled and replaced by the following quoted provisions:
QUOTE
1.2.1
The
Aircraft shall be manufactured in accordance with:
- For
the A319-100,
the Standard Specification Document N°
J.000.01000, Issue 5 dated January 31st,
2005 with the following design weights: MTOW: 75.5 tons, MLW : 62.5 tons, MZFW
: 58.5 tons, a copy of which has been initialed on its effective pages for the
purpose of identification by or on behalf of the parties and is annexed hereto
as Exhibit “A”.
Said
Standard Specifications as modified by the Specification Change Notices (SCNs)
to be selected prior to signature of this Agreement, as amended from time to
time, shall constitute the Buyer’s detailed Specification and is
hereinafter referred to as the “Specification”.
A320
Family - LAN - AMDT 3 - First A320 Family PA - 10/2005
5/18
AMENDMENT
No. 3 TO
THE FIRST A320
FAMILY PURCHASE AGREEMENT
Said
SCNs are listed in Appendix 1 to Exhibit “A” for the A319-100 (as
amended by Appendix 1 to Annex A of this Amendment No. 3).
The
SCN form is annexed hereto as Exhibit “B”.
|
1.2.2
|
The
Specification may be modified or varied pursuant to the provisions of Clauses
2, 7 and 18. |
|
1.2.3
|
In
the event of any inconsistency between the Specification and any other part of
this Agreement, the latter shall prevail to the extent of such
inconsistency. |
|
1.3.1
|
Propulsion
Systems |
The
Aircraft can be equipped with a set of two (2) engines:(the “Propulsion
Systems”)
-
For
the A319-100:
CFM
INTERNATIONAL 56-5B6/P (23,500
lb)
or
INTERNATIONAL
AERO ENGINE V2524-A5 (23,500
lb)
|
1.3.2
|
Propulsion
System Manufacturer Selection |
The
following Propulsion Systems has been selected by the Buyer:
-
For the A319-100 : -
INTERNATIONAL AERO ENGINE V2524-A5 (23,500 lb)
UNQUOTE
A320
Family - LAN - AMDT 3 - First A320 Family PA - 10/2005
6/18
AMENDMENT
No. 3 TO
THE FIRST A320
FAMILY PURCHASE AGREEMENT
2.2 [***]
Aircraft Basic Prices
[***], the
provisions contained in Clause 3.1 and 3.2 of the Purchase Agreement are hereby
cancelled and replaced by the following quoted provisions:
QUOTE
3.1
Basic
Price of the Aircraft
The
basic price of the Aircraft (the “Aircraft Basic Price”) is the sum
of:
[***]
3.1.1 Basic
Price of the Airframe
The
basic price of the Airframe (the “Airframe Basic Price”) is the sum
of:
|
[***]
|
|
[***]
|
-
for the A319-100 Aircraft:
USD 928,130 (US Dollars - nine hundred twenty eight thousand one hundred
thirty)
The
above basic prices have been established
in
accordance with the
delivery
conditions
prevailing in [***] and are subject
to
adjustment in accordance
with
the
Seller’s Price Revision Formula set forth in sub-Clause
4.1
(as modified by Clause 3.3 of Amendment No 3).
3.1.2
Basic
Price of the Propulsion Systems
The
basic price of a set of two (2) Propulsion
Systems including standard
equipment
(the “Propulsion Systems Basic Price”), is:
-
For the A319-100 Aircraft with INTERNATIONAL AERO ENGINES IAE V2524-A5:
A320
Family - LAN - AMDT 3 - First A320 Family PA - 10/2005
7/18
AMENDMENT
No. 3 TO
THE FIRST A320
FAMILY PURCHASE AGREEMENT
[***]
-
For the A319-100 Aircraft With CFM INTERNATIONAL Engines CFMI 56-5B6
/P
[***]
Said
Propulsion Systems Basic Prices have been established in accordance with the
delivery conditions prevailing
in
[***] and have been calculated
from
the Reference Prices referred to in sub-Clause
4.2.
Said
Propulsion Systems Reference Prices are subject to
adjustment in accordance with the relevant Propulsion Systems
Manufacturer’s Price Revision Formula referred to in sub-Clause
4.2.
3.1.3
Validity
of Engines Prices
It
is understood that the above-mentioned
quotation
as well as Price Revision Formula concerning
the
Propulsion Systems and related equipment are based upon information
received
from
the Propulsion Systems Manufacturers.
UNQUOTE
A320
Family - LAN - AMDT 3 - First A320 Family PA - 10/2005
8/18
AMENDMENT
No. 3 TO
THE FIRST A320
FAMILY PURCHASE AGREEMENT
2.3
Update
of Aircraft Price Revision
For the
[***], the
provisions contained in Clause 4 of the Purchase Agreement are hereby cancelled
and replaced by the following quoted provisions:
QUOTE
4.
PRICE
REVISION
4.1 Revision
of Airframe Basic Price
The
Airframe Basic Price is subject to revision in accordance with the Airframe
Price Revision Formula up to and including the Aircraft delivery date as set
forth in Appendix 1 of Annex B of Amendment No. 3.
4.2 Revision
of Propulsion Systems Reference Price
|
4.2.1.
|
The
Propulsion Systems Reference Price is subject to revision in accordance with
the Propulsion Systems Price Revision Formula up to and including the Aircraft
delivery date, as set forth in Appendix 2 of Annex B of Amendment No.
3. |
|
4.2.2
|
Modification
of Propulsion Systems Reference Price and Propulsion Systems Price Revision
Formula |
The
Propulsion Systems Reference Price, the prices of the related equipment and the
Propulsion Systems Price Revision Formula are based on information received
from the Propulsions Systems Manufacturer and are subject to amendment by the
Propulsion Systems Manufacturer at any time prior to the Delivery Date. If the
Propulsion Systems Manufacturer makes any such amendment, the amendment shall
be automatically incorporated into this Agreement and the Propulsion Systems
Reference Price, the prices of the related equipment and the Propulsion Systems
Price Revision Formula shall be adjusted accordingly. The Seller agrees to
notify the Buyer as soon as it receives notice of any such amendment from the
Propulsion Systems Manufacturer.
UNQUOTE
A320
Family - LAN - AMDT 3 - First A320 Family PA - 10/2005
9/18
AMENDMENT
No. 3 TO
THE FIRST A320
FAMILY PURCHASE AGREEMENT
2.4
[***]
Payment Terms
The
payment terms set forth in Clause 5 of the Purchase Agreement shall continue to
apply to the [***]
Aircraft with the following changes:
I.
Seller’s
account stated in Clause 5.1 of the Purchase Agreement shall be replaced with
the following account:
Account
identification:
[***]
[***]
II. the
definition of “N” in the formula defining the Predelivery Payment
Reference Price set forth in Clause 5.2.1.1 of the Purchase Agreement shall be
replaced with the following definition:
N: [***]
A320
Family - LAN - AMDT 3 - First A320 Family PA - 10/2005
10/18
AMENDMENT
No. 3 TO
THE FIRST A320
FAMILY PURCHASE AGREEMENT
2.5
[***]
2.5.1
[***]
2.5.2
[***]
2.6
[***]
3.
EFFECT
OF THE 2005 TRANSACTION ON SPECIFIC BACKLOG AIRCRAFT
TERMS
As a
result of and in consideration of the Buyer entering into the 2005 Transaction,
the Seller and the Buyer have agreed the following changes to certain specific
terms of the Purchase Agreement as they apply to the Backlog
Aircraft:
3.1
Backlog
Aircraft Delivery Schedule
Delivery
Schedule for the Backlog Aircraft and the other Aircraft outstanding for
delivery under the Purchase Agreement but not affected by this Amendment No3
shall be cancelled and replaced by the following delivery schedule as
follows:
|
Contractual
Rank No |
Delivery
|
Aircraft
Type |
||
|
No
11 |
[***]
|
A319-100
|
||
|
No
12 |
[***]
|
A319-100
|
||
|
No
19 |
[***]
|
A319-100
|
||
|
No
20 |
[***]
|
A319-100
|
|
3.2
|
[***]
|
3.3 [***]
3.3.1
[***]
A320
Family - LAN - AMDT 3 - First A320 Family PA - 10/2005
11/18
AMENDMENT
No. 3 TO
THE FIRST A320
FAMILY PURCHASE AGREEMENT
3.3.2
[***]
3.4
[***]
4.
EFFECT
OF THE AMENDMENT
4.1
This
Amendment No. 3 contains the entire agreement between the parties with respect
to the subject matter hereof and supersedes any previous understanding,
commitments or representations whatsoever, whether oral or written in respect
thereof.
4.2
The
First A320 Purchase Agreement will be deemed amended to the extent provided in
this Amendment No. 3 and, except as specifically amended hereby, will continue
in full force and effect in accordance with its original terms. Both parties
agree that this Amendment No. 3 will constitute an integral, nonseverable part
of the First A320 Purchase Agreement and be governed by its provisions, except
that if the First A320 Purchase Agreement and this Amendment No. 3 have
specific provisions that are inconsistent, the specific provisions contained in
this Amendment No. 3 will govern to the extent of such
inconsistency.
A320
Family - LAN - AMDT 3 - First A320 Family PA - 10/2005
12/18
AMENDMENT
No. 3 TO
THE FIRST A320
FAMILY PURCHASE AGREEMENT
This
Amendment N°3 has been executed in two (2) original specimens which are in
English.
IN
WITNESS WHEREOF this
Amendment N°3 to the First A320 Family Purchase Agreement was duly entered
into the day and year first above written.
|
For and
on behalf of |
For and
on behalf of |
|
|
LAN
AIRLINES S.A. |
AIRBUS
S. A. S. |
|
|
Name
: |
Name :
|
|
|
Title
: |
Title :
|
|
A320
Family - LAN - AMDT 3 - First A320 Family PA - 10/2005
13/18
AMENDMENT
No. 3 TO
THE FIRST A320
FAMILY PURCHASE AGREEMENT
ANNEX
A
STANDARD
SPECIFICATION
The A319
Standard Specification are contained in a separate folder, which has been
separately delivered
A320
Family - LAN - AMDT 3 - First A320 Family PA - 10/2005
14/18
AMENDMENT
No. 3 TO
THE FIRST A320
FAMILY PURCHASE AGREEMENT
Appendix
1 to ANNEX A
A319
SCNs List
This
A319 SCNs list cancels and replaces the A319 SCNs list set forth in Exhibit A
of the Purchase Agreement.
A320
Family - LAN - AMDT 3 - First A320 Family PA - 10/2005
15/18
AMENDMENT
No. 3 TO
THE FIRST A320
FAMILY PURCHASE AGREEMENT
[***]
A320
Family - LAN - AMDT 3 - First A320 Family PA - 10/2005
16/18
AMENDMENT
No. 3 TO
THE FIRST A320
FAMILY PURCHASE AGREEMENT
ANNEX
B
Appendix-1
AIRFRAME
PRICE REVISION FORMULA
1
[***]
|
2
|
[***]
|
3
[***]
4
[***]
5
[***]
|
5.1
|
[***]
|
5.2 [***]
|
5.3
|
[***]
|
A320
Family - LAN - AMDT 3 - First A320 Family PA - 10/2005
17/18
AMENDMENT
No. 3 TO
THE FIRST A320
FAMILY PURCHASE AGREEMENT
ANNEX
B
Appendix
2
PROPULSION
SYSTEMS PRICE REVISION FORMULA
INTERNATIONAL
AERO ENGINES
1
[***]
2
[***]
3
[***]
4
[***]
5
[***]
5.1 [***]
5.2 [***]
5.3 [***]
5.4 [***]
A320
Family - LAN - AMDT 3 - First A320 Family PA - 10/2005
18/18
LETTER
AGREEMENT N° 1 - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
LAN
AIRLINES S.A.
Edificio
Huidobro
Avenida
Presidente Riesco 5711- 20th
Floor
Las
▇▇▇▇▇▇
▇ ▇ ▇ ▇
▇ ▇ ▇ ▇
C H I L
E
Subject
• [***]
In
connection with the execution of an Amendment No 2 (the “Amendment No.
2”) dated as of even date herewith to the Second A320F Purchase Agreement
dated 20 March 1998 and amended and restated 2 August 2000 (as further amended
from time to time, including by Amendment No. 2, the “Purchase
Agreement”) between AIRBUS S.A.S. (formerly AIRBUS INDUSTRIE then AIRBUS
GIE) (the “Seller”) and Lan
Airlines S.A.
(formerly Linea
Aerea Nacional Chile S.A. and then Lan Chile S.A.) (the
“Buyer”) which
covers the manufacture and the sale by the Seller and the purchase by the Buyer
of certain A320 family Aircraft as described in the Purchase
Agreement, the
Buyer and the Seller have agreed to set forth in this Letter Agreement No. 1
(the “Letter Agreement No 1”) certain additional terms and conditions
regarding the sale of the Aircraft provided for in the Purchase Agreement.
Capitalized terms used herein and not otherwise defined in this Letter
Agreement No. 1 will have the meanings assigned thereto in the Purchase
Agreement, unless the context otherwise requires.
Both
parties agree that this Letter Agreement No. 1 shall cancel and replace the
Letter Agreement No. 1 dated 20 March 1998 and Letter Agreement No. 10 dated 20
March 1998 of the Purchase Agreement. Both parties further agree that this
Letter Agreement No. 1 will constitute an integral, nonseverable part of the
Purchase Agreement, that the provisions of the Purchase Agreement are hereby
incorporated herein by reference, and that this Letter Agreement No. 1 will be
governed by the provisions of the Purchase Agreement, except that if the
Purchase Agreement and this Letter Agreement No. 1 have specific provisions
which are inconsistent, the specific provisions contained in this Letter
Agreement No. 1 will prevail to the extent of such inconsistency.
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005 1/3
LETTER
AGREEMENT N° 1 - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
In
consideration of the order memorialized in this Amendment No 2, the Seller
hereby agrees to [***]:
1. [***]
2. [***]
2.1 [***]
2.2 [***]
2.3
[***]
2.4 [***]
2.5 [***]
2.6 [***]
3. [***]
3.1 [***]
3.2 [***]
3.3 [***]
3.4 [***]
3.5 [***]
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005 2/3
LETTER
AGREEMENT N° 1 - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
If the
foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this
Letter Agreement to the Seller.
|
Agreed
and Accepted |
Agreed
and Accepted |
||||
|
For and
on behalf of |
For and
on behalf of |
||||
|
LAN
AIRLINES S.A. |
AIRBUS
S.A.S. |
||||
|
By
|
:
|
____________________
|
By
|
:
|
____________________
|
|
Its
|
:
|
____________________
|
Its
|
:
|
____________________
|
|
Date
|
:
|
____________________
|
Date
|
:
|
____________________
|
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005 3/3
LETTER
AGREEMENT N° 2 - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
LAN
AIRLINES S.A.
Edificio
Huidobro
Avenida
Presidente Riesco 5711- 20th
Floor
Las
▇▇▇▇▇▇
▇ ▇ ▇ ▇
▇ ▇ ▇ ▇
C H I L
E
Subject
• [***]
I In
connection with the execution of an Amendment No. 2 (the “Amendment No.
2”) dated as of even date herewith to the Second A320F Purchase Agreement
dated 20 March 1998 and amended and restated 2 August 2000 (as further amended
from time to time, including by Amendment No. 2, the “Purchase
Agreement”) between AIRBUS S.A.S (formerly AIRBUS INDUSTRIE then AIRBUS
GIE) (the “Seller”) and Lan
Airlines S.A.
(formerly Linea
Aerea Nacional Chile S.A. and then Lan Chile S.A.) (the
“Buyer”) which
covers the manufacture and the sale by the Seller and the purchase by the Buyer
of certain A320 family Aircraft as described in the Purchase
Agreement, the
Buyer and the Seller have agreed to set forth in this Letter Agreement No. 2
(the “Letter Agreement No. 2”) certain additional terms and
conditions regarding the sale of the Aircraft provided for in the Purchase
Agreement.
Capitalized terms used herein and not otherwise defined in this Letter
Agreement No. 2 will have the meanings assigned thereto in the Purchase
Agreement,
unless the context otherwise requires.
Both
parties agree that this Letter Agreement No. 2 shall cancel and replace the
Letter Agreement No. 4 dated 20 March 1998 of the Purchase
Agreement.
Both parties further agree that this Letter Agreement No. 2 will constitute an
integral, nonseverable part of the Agreement, that the provisions of the
Purchase
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement No. 2 will be governed by the provisions of the Purchase Agreement,
except that if the Purchase
Agreement
and this Letter Agreement No. 2 have specific provisions which are
inconsistent, the specific provisions contained in this Letter Agreement No. 2
will prevail to the extent of such inconsistency.
A320F -
LAN -AMDT 2 - Second A320 Family PA - 10 /2005 1/3
LETTER
AGREEMENT N° 2- AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
It is
hereby agreed that Seller’s Price Revision Formula set forth in Annex B of
Amendment No. 2 shall be applied in accordance with the Purchase Agreement, as
amended by Amendment No.2 with the following adjustments:
1. [***]
2. [***]
A320F -
LAN -AMDT 2 - Second A320 Family PA - 10/ 2005 2/3
LETTER
AGREEMENT N° 2- AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
If the
foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this
Letter Agreement to the Seller.
|
Agreed
and Accepted |
Agreed
and Accepted |
||||
|
For and
on behalf of |
For and
on behalf of |
||||
|
LAN
AIRLINES S.A. |
AIRBUS
S.A.S. |
||||
|
By
|
:
|
____________________
|
By
|
:
|
____________________
|
|
Its
|
:
|
____________________
|
Its
|
:
|
____________________
|
|
Date
|
:
|
____________________
|
Date
|
:
|
____________________
|
A320F -
LAN -AMDT 2 - Second A320 Family PA - 10/ 2005 3/3
LETTER
AGREEMENT N° 3
- AMENDMENT 2 - SECOND A320F PURCHASE
AGREEMENT
LAN
AIRLINES S.A.
Edificio
Huidobro
Avenida
Presidente Riesco 5711- 20th Floor
Las
▇▇▇▇▇▇
▇ ▇ ▇ ▇
▇ ▇ ▇ ▇
C H I L
E
Subject
• Option Aircraft
In
connection with the execution of an Amendment No 2 (the “Amendment No
2”) dated as of even date to the Second A320F Purchase Agreement dated 20
March 1998 and amended and restated 2 August 2000 (as further amended from time
to time, including by Amendment No. 2, the “Purchase Agreement”)
between AIRBUS S.A.S. (formerly AIRBUS INDUSTRIE then AIRBUS GIE) (the
“Seller”) and Lan
Airlines S.A.
(formerly Linea
Aerea Nacional Chile S.A and then Lan Chile S.A.) (the
“Buyer”) which
covers the manufacture and the sale by the Seller and the purchase by the Buyer
of certain A320 family Aircraft as described in the Agreement,
the Buyer and the Seller have agreed to set forth in this Letter Agreement No.
3 (the “Letter Agreement No. 3”) certain additional terms and
conditions regarding the sale of the Aircraft provided for in the Purchase
Agreement. Capitalized terms used herein and not otherwise defined in this
Letter Agreement No. 3 will have the meanings assigned thereto in the Purchase
Agreement, unless the context otherwise requires.
Both
parties agree that this Letter Agreement No 3 shall cancel and replace the
Letter Agreement No. 3 of the Purchase Agreement dated 20 March 1998. Both
parties further agree that this Letter Agreement No. 3 will constitute an
integral, nonseverable part of the Purchase Agreement, that the provisions of
Purchase Agreement are hereby incorporated herein by reference, and that this
Letter Agreement No. 3 will be governed by the provisions of Purchase
Agreement, except that if the Purchase Agreement and this Letter Agreement No.
3 have specific provisions which are inconsistent, the specific provisions
contained in this Letter Agreement No. 3 will prevail to the extent of such
inconsistency.
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/ 2005 1/5
LETTER
AGREEMENT N° 3
- AMENDMENT 2 - SECOND A320F PURCHASE
AGREEMENT
1
General
In
addition to the Amendment No 2 Aircraft firmly ordered by the Buyer, the Seller
hereby grants to the Buyer the option (each an “Option” and together
the “Options”) to purchase up to [***] additional Aircraft to be
selected between A318, A319 and A320 Aircraft, (each an “Option
Aircraft” and together the “Option Aircraft”).
The
Option Aircraft shall be manufactured in accordance with the Aircraft
definition specified in Clause 2 of the Purchase Agreement as modified by
Amendment No. 2 and including any development changes which may be incorporated
by the Seller prior to the delivery of the Option Aircraft.
The
Option Aircraft shall be delivered between [***], both dates inclusive (the
“Option Period”), subject to the Seller’s prevailing industrial
and planning constraints.
Unless
otherwise expressly stipulated, all terms and conditions applicable to the
Amendment No. 2 Aircraft ordered under this Amendment No 2 shall apply to the
Option Aircraft.
2
Option
Aircraft Price
The
Airframe Basic Price, in the case of any A319 Aircraft or A320 Aircraft, or the
Aircraft Basic Price, in the case of any A318 Aircraft, of the Option Aircraft
shall be the same as defined by the Seller for the Amendment No 2 Aircraft.
[***]
3
Option
exercise and Delivery Date
The
formal exercise of each Option shall be made by written notice from the Buyer
to the Seller (the “Option Notice”) specifying the Aircraft type or
types and the Buyer’s desired date or dates, as the case may be, for
delivery of the relevant Option Aircraft. Subject as mentioned below, the Buyer
may issue up to [***] Option Notices, each of which, at the election of the
Buyer, will exercise Options in respect of one [***] Option Aircraft.
[***]
|
Deadline
for Option Notice |
Maximum
No. of Option available |
Option
Period |
|
|
[***]
|
[***]
|
[***]
|
A320F -
LAN - AMDT 2 - Second A320 Family PA - 10/ 2005 2/5
LETTER
AGREEMENT N° 3
- AMENDMENT 2 - SECOND A320F PURCHASE
AGREEMENT
|
[***]
|
[***]
|
[***]
|
|
|
[***]
|
[***]
|
[***]
|
Within [***] days of the Buyer issuing any Option Notice, the Seller will notify the Buyer in writing whether it accepts each of the Buyer’s desired date or dates, as the case may be, for delivery of the relevant Option Aircraft and, if it does not accept any such date or dates, designate an alternative date or dates, being as close as reasonably possible (taking into account the Seller’s then prevailing industrial and commercial constraints) to the Buyer’s desired date or dates, as the case may be. If in relation to any Option Aircraft the Seller designates an alternative date for delivery the Buyer shall either notify the Seller that it accepts the same or enter into good faith discussions with the Seller with a view to agreeing such an alternative date acceptable to the Buyer and the Seller
4
Payment
Predelivery
payments and payment of the Final Price for the Option Aircraft shall be made
in accordance with the Predelivery Payment schedule with respect to A318
Aircraft set forth in Clause 5.2.1.2 of the Purchase Agreement as modified save
that for the first predelivery payment which shall be made in accordance with
paragraph 5 below.
5
Option
Validity
Conversion
of an Option Aircraft into a firmly ordered Aircraft shall be deemed to have
occurred if and when agreement is reached between the Buyer and the Seller as
to the Scheduled Delivery Month of such Option Aircraft [***]. The parties
shall then formalise the conversion of the Option Aircraft into a firmly
ordered Aircraft within [***] days in an amendment to this Agreement, which
unless otherwise agreed in writing by the parties, shall be governed by the
general terms and conditions of the Agreement. In the event of agreement as to
the Scheduled Delivery Month of any Option Aircraft not being reached within
[***] days of the date on which the Buyer issued the Option Notice in relation
to such Option Aircraft, such Option Notice shall be deemed not to have been
given and the Buyer shall have all the rights under this Letter Agreement No.3
that it would have had in the event of such Option Notice not having been
issued by it.
In the
event that the Buyer fails to timely exercise any or all of the Option Aircraft
of a batch referred to in paragraph 3 above before or on the date mentioned for
the Option Notice, any of the Option Aircraft of such batch not exercised by
such date shall lapse and neither party shall have any further rights or
obligations hereunder as to such lapsed Option Aircraft.
6 Assignment
A320F -
LAN - AMDT 2 - Second A320 Family PA - 10/ 2005 3/5
LETTER
AGREEMENT N° 3
- AMENDMENT 2 - SECOND A320F PURCHASE
AGREEMENT
The
Option Aircraft are personal to the Buyer and cannot be assigned to any third
party without the Seller’s prior written consent which consent cannot be
unreasonably withheld.
A320F -
LAN - AMDT 2 - Second A320 Family PA - 10/ 2005 4/5
LETTER
AGREEMENT N° 3
- AMENDMENT 2 - SECOND A320F PURCHASE
AGREEMENT
If the
foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this
Letter Agreement to the Seller.
|
Agreed
and Accepted |
Agreed
and Accepted |
||||
|
For and
on behalf of |
For and
on behalf of |
||||
|
LAN
AIRLINES S.A. |
AIRBUS
S.A.S. |
||||
|
By
|
:
|
____________________
|
By
|
:
|
____________________
|
|
Its
|
:
|
____________________
|
Its
|
:
|
____________________
|
|
Date
|
:
|
____________________
|
Date
|
:
|
____________________
|
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/ 2005 5/5
LETTER
AGREEMENT N° 4 - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
LAN
AIRLINES S.A.
Edificio
Huidobro
Avenida
Presidente Riesco 5711- 20th
Floor
Las
▇▇▇▇▇▇
▇ ▇ ▇ ▇
▇ ▇ ▇ ▇
C H I L
E
Subject
: [***]
In
connection with the execution of an Amendment No. 2 (the “Amendment No.
2”) dated as of even date herewith to the Second A320F Purchase Agreement
dated March 1998 and amended and restated 2 August 2000 (as further amended
from time to time, including by Amendment No. 2, the “Purchase
Agreement”) between AIRBUS SAS (formerly AIRBUS INDUSTRIE then AIRBUS GIE)
(the “Seller”) and Lan
Airlines S.A.
(formerly Linea Area Nacional Chile S.A. then Lan
Chile S.A) (the
“Buyer”) which
covers the manufacture and the sale by the Seller and the purchase by the Buyer
of certain A320 family Aircraft as described in the Purchase
Agreement, the
Buyer and the Seller have agreed to set forth in this Letter Agreement No. 4
(the “Letter Agreement No. 4”) certain additional terms and
conditions regarding the sale of the Aircraft which are provided for in the
Purchase Agreement. Capitalized terms used herein and not otherwise defined in
this Letter Agreement No. 4 will have the meanings assigned thereto in the
Purchase Agreement, unless the context otherwise requires.
Both
parties agree that this Letter Agreement No. 4, including its annexes, upon
execution thereof, shall cancel and replace the Letter Agreement No. 2 of the
Purchase Agreement (including [***]) in its
entirety. Both parties further agree that this Letter Agreement No. 4 shall
constitute an integral, non severable part of the Purchase Agreement and shall
be governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement No. 4.
A320F -
LAN -AMDT 2 - Second A320 Family PA - 10/ 2005 1/3
LETTER
AGREEMENT N° 4 - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
1- [***]
1.1 [***]
1.2 [***]
2
[***]
A320F -
LAN -AMDT 2 - Second A320 Family PA - 10/ 2005 2/3
LETTER
AGREEMENT N° 4 - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
If the
foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this
Letter Agreement to Airbus .
|
Agreed
and Accepted |
Agreed
and Accepted |
||||
|
For and
on behalf of |
For and
on behalf of |
||||
|
LAN
AIRLINES S.A. |
AIRBUS
S.A.S. |
||||
|
By
|
:
|
By
|
:
|
||
|
Its
|
:
|
Its
|
:
|
||
|
Date
|
:
|
||||
A320F -
LAN -AMDT 2 - Second A320 Family PA - 10/ 2005 3/3
LETTER
AGREEMENT N° 5 - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
LAN
AIRLINES S.A.
Edificio
Huidobro
Avenida
Presidente Riesco 5711- 20th
Floor
Las
▇▇▇▇▇▇
▇ ▇ ▇ ▇
▇ ▇ ▇ ▇
C H I L
E
Subject
• [***]
In
connection with the execution of an Amendment No. 2 (the “Amendment No.
2”) dated as of even date herewith to the Second A320F Purchase Agreement
dated 20 March 1998 and amended and restated 2 August 2000 (as further amended
from time to time, including by Amendment No. 2, the “Purchase
Agreement”) between AIRBUS S.A.S. (formerly AIRBUS INDUSTRIE then AIRBUS
GIE) (the “Seller”) and Lan
Airlines S.A.
(formerly Linea
Aerea Nacional Chile S.A and then Lan Chile S.A.) (the
“Buyer”) which
covers the manufacture and the sale by the Seller and the purchase by the Buyer
of certain A320 family Aircraft as described in the Purchase
Agreement, the
Buyer and the Seller have agreed to set forth in this Letter Agreement No. 5
(the “Letter Agreement No. 5”) certain additional terms and
conditions regarding the sale of the Aircraft provided for in the Purchase
Agreement. Capitalized terms used herein and not otherwise defined in this
Letter Agreement No. 5 will have the meanings assigned thereto in the Purchase
Agreement, unless the context otherwise requires.
Both
parties agree that this Letter Agreement No. 5 shall cancel and replace the
Letter Agreement No. 6 dated 20 March 1998 of the Purchase Agreement. Both
parties further agree that this Letter Agreement No. 5 will constitute an
integral, nonseverable part of the Purchase Agreement, that the provisions of
the Purchase Agreement are hereby incorporated herein by reference, and that
this Letter Agreement No. 5 will be governed by the provisions of the Purchase
Agreement, except that if the Purchase Agreement and this Letter Agreement No.
5 have specific provisions which are inconsistent, the specific provisions
contained in this Letter Agreement No. 5 will prevail to the extent of such
inconsistency.
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005 1/3
LETTER
AGREEMENT N° 5 - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
The
Seller hereby grants to the Buyer the following [***] in
respect of the Aircraft:
1. [***]
1.1
[***]
1.1.1
[***]
1.1.2
[***]
1.2.
[***]
1.2.1
[***]
1.2.2
[***]
1.2.3 [***]
1.2.4
[***]
1.2.5
[***]
1.2.6
[***]
2.
[***]
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005 2/3
LETTER
AGREEMENT N° 5 - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
If the
foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this
Letter Agreement to the Seller.
|
Agreed
and Accepted |
Agreed
and Accepted |
||||
|
For and
on behalf of |
For and
on behalf of |
||||
|
LAN
AIRLINES S.A. |
AIRBUS
S.A.S. |
||||
|
By
|
:
|
____________________
|
By
|
:
|
____________________
|
|
Its
|
:
|
____________________
|
Its
|
:
|
____________________
|
|
Date
|
:
|
____________________
|
Date
|
:
|
____________________
|
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005 3/3
LETTER
AGREEMENT N° 6A - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
LAN
AIRLINES S.A.
Edificio
Huidobro
Avenida
Presidente Riesco 5711- 20th
Floor
Las
▇▇▇▇▇▇
▇ ▇ ▇ ▇
▇ ▇ ▇ ▇
C H I L
E
Subject:
A319-100 [***]
In
connection with the execution of an Amendment No. 2 (the “Amendment No.
2”) dated as of even date herewith to the Second A320F Purchase Agreement
dated 20 March 1998 and amended and restated 2 August 2000 (as further amended
from time to time, including by Amendment No. 2, the “Purchase
Agreement”) between AIRBUS SAS (formerly AIRBUS INDUSTRIE then AIRBUS GIE)
(the “Seller”) and Lan
Airlines S.A.
(formerly Linea
Aerea Nacional Chile S.A and then Lan Chile S.A.) (the
“Buyer”) which
covers the manufacture and the sale by the Seller and the purchase by the Buyer
of certain A320 family Aircraft as described in the Purchase
Agreement, the
Buyer and the Seller have agreed to set forth in this Letter Agreement No. 6A
(the “Letter Agreement No. 6A”) certain additional terms and
conditions regarding the sale of the Aircraft provided for in the Purchase
Agreement.
Capitalized terms used herein and not otherwise defined in this Letter
Agreement No. 6A will have the meanings assigned thereto in the Purchase
Agreement,
unless the context otherwise requires.
Both
parties agree that this Letter Agreement No. 6A shall cancel and replace Letter
Agreement No. 8 dated 20 March 1998 of the Purchase
Agreement.
Both parties further agree this such Letter Agreement No. 6A will constitute an
integral, nonseverable part of the Purchase
Agreement,
that the provisions of the Purchase
Agreement are hereby incorporated by reference, and that this Letter Agreement
No. 6A will be governed by the provisions of the Purchase Agreement, except
that if the Purchase
Agreement
and this Letter Agreement No. 6A have specific provisions which are
inconsistent, the specific provisions contained in this Letter Agreement No. 6A
will prevail to the extent of such inconsistency.
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005 1/15
LETTER
AGREEMENT N° 6A - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
1 [***]
2 [***]
2.1
[***]
|
2.1.1
|
[***]
|
2.1.2
[***]
2.1.2.1
[***]
2.1.3
[***]
2.1.3.1
[***]
2.1.4
[***]
2.1.4.1
[***]
2.1.5
[***]
2.1.5.1
[***]
2.1.6
[***]
2.1.6.1
[***]
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005 2/15
LETTER
AGREEMENT N° 6A - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
|
2.1.7
|
[***]
|
|
2.1.7.1
|
[***]
|
|
2.1.8
|
[***]
|
|
2.1.8.1
|
[***]
|
|
2.1.9
|
[***]
|
|
2.1.9.1
|
[***]
|
|
2.1.10
|
[***]
|
|
2.1.10.1
|
[***]
|
|
2.1.11
|
[***]
|
|
2.1.11.1
|
[***]
|
|
2.2
|
[***]
|
|
2.2.1
|
[***]
|
|
2.2.2
|
[***]
|
|
2.2.2.1
|
[***]
|
|
2.2.3
|
[***]
|
|
2.2.3.1
|
[***]
|
|
2.2.4
|
[***]
|
|
2.2.4.1
|
[***]
|
|
2.2.5
|
[***]
|
|
2.2.5.1
|
[***]
|
|
2.2.6
|
[***]
|
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005 3/15
LETTER
AGREEMENT N° 6A - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
|
2.2.6.1
|
[***]
|
|
2.2.7
|
[***]
|
|
2.2.7.1
|
[***]
|
|
2.2.8
|
[***]
|
|
2.2.8.1
|
[***]
|
|
2.2.9
|
[***]
|
|
2.2.9.1
|
[***]
|
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005 4/15
LETTER
AGREEMENT N° 6A - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
|
2.2.10
|
[***]
|
|
2.2.10.1
|
[***]
|
|
2.2.11
|
[***]
|
|
2.2.11.1
|
[***]
|
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005 5/15
LETTER
AGREEMENT N° 6A - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
|
2.3
|
[***]
|
|
2.3.1
|
[***]
|
|
2.3.2
|
[***]
|
|
2.4
|
[***]
|
|
2.4.1
|
[***]
|
|
2.4.2
|
[***]
|
|
2.5
|
[***]
|
|
2.5.1
|
[***]
|
|
2.5.2
|
[***]
|
|
2.6
|
[***]
|
|
2.6.1
|
[***]
|
|
2.6.2
|
[***]
|
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005 6/15
LETTER
AGREEMENT N° 6A - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
|
3
|
[***]
|
|
3.1
|
[***]
|
|
3.1.1
|
[***]
|
|
3.1.2
|
[***]
|
|
3.1.3
|
[***]
|
|
3.1.4
|
[***]
|
|
3.1.5
|
[***]
|
|
3.1.6
|
[***]
|
|
3.1.7
|
[***]
|
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005 7/15
LETTER
AGREEMENT N° 6A - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
|
3.2
|
[***]
|
|
3.2.1
|
[***]
|
|
3.2.2
|
[***]
|
|
3.2.3
|
[***]
|
|
3.2.4
|
[***]
|
|
3.2.5
|
[***]
|
|
3.2.6
|
[***]
|
|
3.2.7
|
[***]
|
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005 8/15
LETTER
AGREEMENT N° 6A - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
|
3.3
|
[***]
|
|
3.3.1
|
[***]
|
|
3.3.2
|
[***].
|
|
3.3.3
|
[***]
|
|
3.3.4
|
[***]
|
|
3.3.5
|
[***]
|
|
3.3.6
|
[***]
|
|
3.3.7
|
[***]
|
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005 9/15
LETTER
AGREEMENT N° 6A - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
|
3.4
|
[***]
|
|
3.4.1
|
[***]
|
|
3.4.2
|
[***]
|
|
3.4.3
|
[***]
|
|
3.4.4
|
[***]
|
|
3.4.5
|
[***]
|
|
3.4.6
|
[***]
|
|
3.4.7
|
[***]
|
|
3.5
|
[***]
|
|
4
|
[***]
|
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005 10/15
LETTER
AGREEMENT N° 6A - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
|
5
|
[***]
|
|
5.1
|
[***].
|
|
5.2
|
[***]
|
|
5.2.1
|
[***]
|
|
5.2.2
|
[***]
|
|
5.3
|
[***]
|
|
5.4
|
[***]
|
|
5.5
|
[***]
|
|
6
|
[***]
|
|
6.1
|
[***]
|
|
6.2
|
[***]
|
|
6.3
|
[***]
|
|
6.4
|
[***]
|
|
6.5
|
[***]
|
|
6.6
|
[***]
|
|
6.7
|
[***]
|
|
6.8
|
[***]
|
|
7
|
[***]
|
|
7.1
|
[***]
|
|
7.2
|
[***]
|
|
8
|
[***]
|
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005 11/15
LETTER
AGREEMENT N° 6A - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
A320F -
LAN - AMDT 2 - Second A320 Family PA - 10/2005 12/15
LETTER
AGREEMENT N° 6A - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
|
9
|
[***]
|
|
9.1
|
[***]
|
|
9.1.1
|
[***]
|
|
9.1.2
|
[***]
|
|
9.1.3
|
[***]
|
|
9.2
|
[***]
|
|
9.3
|
[***]
|
|
9.4
|
[***]
|
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005 13/15
LETTER
AGREEMENT N° 6A - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
If the
foregoing correctly sets forth our understanding please execute the original
and one copy thereof in the space provided and return the copy to the
Seller.
|
Agreed
and Accepted |
Agreed
and Accepted |
|||||
|
LAN
AIRLINES S.A. |
AIRBUS
S.A.S. |
|||||
|
By:
|
By:
|
|||||
|
Its:
|
Its:
|
|||||
|
Date:
|
Date:
|
|||||
A320F -
LAN - AMDT 2 - Second A320 Family PA - 10/2005 14/15
LETTER
AGREEMENT N° 6A - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
APPENDIX
N1 A to LETTER AGREEMENT N
o6A
[***]
A320F -
LAN - AMDT 2 - Second A320 Family PA - 10/2005 15/15
LETTER
AGREEMENT N° 6B - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
LAN
AIRLINES S.A.
Edificio
Huidobro
Avenida
Presidente Riesco 5711- 20th
Floor
Las
▇▇▇▇▇▇
▇ ▇ ▇ ▇
▇ ▇ ▇ ▇
C H I L
E
Subject:
A318-100 [***]
In
connection with the execution of an Amendment No. 2 (the “Amendment No.
2”) dated as of even date herewith to the Second A320F Purchase Agreement
dated 20 March 1998 and amended and restated 2 August 2000 (as further amended
from time to time, including by Amendment No. 2, the “Purchase
Agreement”) between AIRBUS SAS (formerly AIRBUS INDUSTRIE then AIRBUS GIE)
(the “Seller”) and Lan
Airlines S.A.
(formerly Linea
Aerea Nacional Chile S.A and then Lan Chile S.A.) (the
“Buyer”) which
covers the manufacture and the sale by the Seller and the purchase by the Buyer
of certain A320 family Aircraft as described in the Purchase
Agreement, the
Buyer and the Seller have agreed to set forth in this Letter Agreement No. 6B
(the “Letter Agreement No. 6B”) certain additional terms and
conditions regarding the sale of the Aircraft provided for in the Purchase
Agreement.
Capitalized terms used herein and not otherwise defined in this Letter
Agreement No. 6B will have the meanings assigned thereto in the Purchase
Agreement,
unless the context otherwise requires.
Both
parties agree that this Letter Agreement No. 6B shall cancel and replace Letter
Agreement No. 8 dated 20 March 1998 of the Purchase
Agreement.
Both parties further agree this such Letter Agreement No. 6B will constitute an
integral, nonseverable part of the Purchase
Agreement,
that the provisions of the Purchase
Agreement are hereby incorporated by reference, and that this Letter Agreement
No. 6B will be governed by the provisions of the Purchase Agreement, except
that if the Purchase
Agreement
and this Letter Agreement No. 6B have specific provisions which are
inconsistent, the specific provisions contained in this Letter Agreement No. 6B
will prevail to the extent of such inconsistency.
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005 1/15
LETTER
AGREEMENT N° 6B - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
|
1
|
[***]
|
|
2
|
[***]
|
|
2.1
|
[***]
|
|
2.1.1
|
[***].
|
|
2.1.2
|
[***]
|
|
2.1.2.1
|
[***]
|
|
2.1.3
|
[***]
|
|
2.1.3.1
|
[***]
|
|
2.1.3.2 |
[***]
|
|
2.1.3.3
|
[***]
|
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005 2/15
LETTER
AGREEMENT N° 6B - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
|
2.1.4
|
[***]
|
|
2.1.4.1
|
[***]
|
|
2.1.4.2
|
[***]
|
|
2.1.5
|
[***]
|
|
2.1.5.1
|
[***]
|
|
2.1.5.2
|
[***]
|
|
2.1.5.3
|
[***]
|
|
2.1.6
|
[***]
|
|
2.1.6.1
|
[***]
|
|
2.1.6.2
|
[***]
|
|
2.1.7
|
[***]
|
|
2.1.7.1
|
[***]
|
|
2.1.8
|
[***]
|
|
2.1.8.1
|
[***]
|
|
2.1.8.2
|
[***]
|
|
2.1.9
|
[***]
|
|
2.1.9.1
|
[***]
|
|
2.1.10
|
[***]
|
|
2.1.10.1
|
[***]
|
|
2.1.11
|
[***]
|
|
2.1.11.1
|
[***]
|
|
2.1.12
|
[***]
|
|
2.1.12.1
|
[***]
|
|
2.1.13
|
[***]
|
|
2.1.13.1
|
[***]
|
|
2.1.13.2
|
[***]
|
|
2.1.13.3
|
[***]
|
|
2.1.14
|
[***]
|
|
2.1.14.1
|
[***]
|
|
2.1.14.2
|
[***]
|
|
2.1.14.3
|
[***]
|
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005 3/15
LETTER
AGREEMENT N° 6B - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
|
2.1.15
|
[***]
|
|
2.1.15.1
|
[***]
|
|
2.1.15.2
|
[***]
|
|
2.1.15.3
|
[***]
|
|
2.1.16
|
[***]
|
|
2.1.16.1
|
[***]
|
|
2.1.16.2
|
[***]
|
|
2.1.16.3
|
[***]
|
|
2.1.17
|
[***]
|
|
2.1.17.1
|
[***]
|
|
2.1.17.2
|
[***]
|
|
2.1.18
|
[***]
|
|
2.1.18.1
|
[***]
|
|
2.1.18.2
|
[***]
|
|
2.1.18.3
|
[***]
|
|
2.2
|
[***]
|
|
2.2.1
|
[***]
|
|
2.2.2
|
[***]
|
|
2.2.2.1
|
[***]
|
|
2.2.3
|
[***]:
|
|
2.2.3.1
|
[***]
|
|
2.2.3.2
|
[***]
|
|
2.2.3.3
|
[***]
|
|
2.2.4
|
[***]
|
|
2.2.4.1
|
[***]
|
|
2.2.4.2
|
[***]
|
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005 4/15
LETTER
AGREEMENT N° 6B - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
|
2.2.5
|
[***]
|
|
2.2.5.1
|
[***]
|
|
2.2.5.2
|
[***]
|
|
2.2.5.3
|
[***]
|
|
2.2.6
|
[***]
|
|
2.2.6.1
|
[***]
|
|
2.2.6.2
|
[***]
|
|
2.2.7
|
[***]:
|
|
2.2.7.1
|
[***]
|
|
|
|
|
2.2.8
|
[***]
|
|
2.2.8.1
|
[***]
|
|
2.2.8.2
|
[***]
|
|
2.2.9
|
[***]
|
|
2.2.9.1
|
[***]
|
|
2.2.10
|
[***]:
|
|
2.2.10.1
|
[***]
|
|
2.2.11
|
[***]
|
|
2.2.11.1
|
[***]
|
|
2.2.12
|
[***]
|
|
2.2.12.1
|
[***]
|
|
2.2.13
|
[***]
|
|
2.2.13.1
|
[***]
|
|
2.2.13.2
|
[***]
|
|
2.2.13.3
|
[***]
|
|
2.2.14
|
[***]
|
|
2.2.14.1
|
[***]
|
|
2.2.14.2
|
[***]
|
|
2.2.14.3
|
[***]
|
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005 5/15
LETTER
AGREEMENT N° 6B - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
|
2.2.15
|
[***]
|
|
2.2.15.1
|
[***]
|
|
2.2.15.2
|
[***]
|
|
2.2.15.3
|
[***]
|
|
2.2.16
|
[***]
|
|
2.2.16.1
|
[***]
|
|
2.2.16.2
|
[***]
|
|
2.2.16.3
|
[***]
|
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005 6/15
LETTER
AGREEMENT N° 6B - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
|
2.2.17
|
[***]
|
|
2.2.17.1
|
[***]
|
|
2.2.17.2
|
[***]
|
|
2.2.18
|
[***]
|
|
2.2.18.1
|
[***]
|
|
2.2.18.2
|
[***]
|
|
2.2.18.3
|
[***]
|
|
2.3
|
[***]
|
|
2.3.1
|
[***]
|
|
2.3.2
|
[***]
|
|
2.4
|
[***]
|
|
2.4.1
|
[***]
|
|
2.4.2
|
[***]
|
|
2.5
|
[***]
|
|
2.5.1
|
[***]
|
|
2.5.2
|
[***]
|
|
2.6
|
[***]
|
|
2.6.1
|
[***]
|
|
2.6.2
|
[***]
|
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▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005 7/15
LETTER
AGREEMENT N° 6B - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
|
3
|
[***]
|
|
3.1
|
[***]
|
|
3.1.1
|
[***]
|
|
3.1.2
|
[***]
|
|
3.1.3
|
[***]
|
|
3.1.4
|
[***]
|
|
3.1.5
|
[***]
|
|
3.1.6
|
[***]
|
|
3.1.7
|
[***]
|
|
3.2
|
[***]
|
|
3.2.1
|
[***]
|
|
3.2.2
|
[***]
|
|
3.2.3
|
[***]
|
|
3.2.4
|
[***]
|
|
3.2.5
|
[***]
|
|
3.2.6
|
[***]
|
|
3.2.7
|
[***]
|
|
3.3
|
[***]
|
|
3.3.1
|
[***]
|
|
3.3.2
|
[***]
|
|
3.3.3
|
[***]
|
|
3.3.4
|
[***]
|
|
3.3.5
|
[***]
|
|
3.3.6
|
[***]
|
|
3.3.7
|
[***]
|
|
3.4
|
[***]
|
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005 8/15
LETTER
AGREEMENT N° 6B - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
|
3.4.1
|
[***]
|
|
3.4.2
|
[***]
|
|
3.4.3
|
[***]
|
|
3.4.4
|
[***]
|
|
3.4.5
|
[***]
|
|
3.4.6
|
[***]
|
|
3.4.7
|
[***]
|
|
3.5
|
[***]
|
|
3.5.1
|
[***]
|
|
3.5.2
|
[***]
|
|
3.5.3
|
[***]
|
|
3.5.4
|
[***]
|
|
3.5.5
|
[***]
|
|
3.5.6
|
[***]
|
|
3.5.7
|
[***]
|
|
3.6
|
[***]
|
|
3.6.1
|
[***]
|
|
3.6.2
|
[***]
|
|
3.6.3
|
[***]
|
|
3.6.4
|
[***]
|
|
3.6.5
|
[***]
|
|
3.6.6
|
[***]
|
|
3.6.7
|
[***]
|
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005 9/15
LETTER
AGREEMENT N° 6B - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
|
3.7
|
[***]
|
|
3.7.1
|
[***]
|
|
3.7.2
|
[***]
|
|
3.7.3
|
[***]
|
|
3.7.4
|
[***]
|
|
3.7.5
|
[***]
|
|
3.7.6
|
[***]. |
|
3.7.7
|
[***]
|
|
3.8
|
[***] |
|
4
|
[***]
|
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005 10/15
LETTER
AGREEMENT N° 6B - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
|
5
|
[***]
|
|
5.1
|
[***]
|
|
5.2
|
[***]
|
|
5.2.1
|
[***]
|
|
5.2.2
|
[***]
|
|
5.3
|
[***]
|
|
5.4
|
[***]
|
|
5.5
|
[***]
|
|
6
|
[***]
|
|
6.1
|
[***]
|
|
6.2
|
[***]
|
|
6.3
|
[***]
|
|
6.4
|
[***]
|
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005 11/15
LETTER
AGREEMENT N° 6B - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
|
6.5
|
[***]
|
|
6.6
|
[***]
|
|
6.7
|
[***]
|
|
6.8
|
[***]
|
|
7
|
[***]
|
|
7.1
|
[***]
|
|
7.2
|
[***]
|
|
8
|
[***]
|
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005 12/15
LETTER
AGREEMENT N° 6B - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
|
9
|
[***]
|
|
9.1
|
[***]
|
|
9.1.1
|
[***]
|
|
9.1.2
|
[***]
|
|
9.1.3
|
[***]
|
|
9.2
|
[***]
|
|
9.3
|
[***]
|
|
9.4
|
[***]
|
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005 13/15
LETTER
AGREEMENT N° 6B - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
If the
foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this
Letter Agreement to the Seller.
|
Agreed
and Accepted |
Agreed
and Accepted |
||||
|
For and
on behalf of |
For and
on behalf of |
||||
|
LAN
AIRLINES S.A. |
AIRBUS
S.A.S. |
||||
|
By
|
:
|
____________________
|
By
|
:
|
____________________
|
|
Its
|
:
|
____________________
|
Its
|
:
|
____________________
|
|
Date
|
:
|
____________________
|
Date
|
:
|
____________________
|
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005 14/15
LETTER
AGREEMENT N° 6B - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
APPENDIX
N°
A to LETTER AGREEMENT N°
6B
[***]
A320F -
LAN - AMDT 2 - Second A320 Family PA - 10/2005 15/15
LETTER
AGREEMENT N° 7 - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
LAN
AIRLINES S.A.
Edificio
Huidobro
Avenida
Presidente Riesco 5711- 20th
Floor
Las
▇▇▇▇▇▇
▇ ▇ ▇ ▇
▇ ▇ ▇ ▇
C H I L
E
Subject
• Product Support Services
In
connection with the execution of an Amendment No 2 (the “Amendment No
2”) dated as of even date herewith to the Second A320F Purchase Agreement
dated 20 March 1998 and amended and restated 2 August 2000 (as further amended
from time to time, including by Amendment No. 2, the “Purchase
Agreement”) between AIRBUS SAS (formerly AIRBUS INDUSTRIE then AIRBUS GIE)
(the “Seller”) and Lan
Airlines S.A.
(formerly Linea
Aerea Nacional Chile S.A. and then Lan Chile S.A.) (the
“Buyer”) which
covers the manufacture and the sale by the Seller and the purchase by the Buyer
of certain A320 family Aircraft as described in the Purchase
Agreement, the
Buyer and the Seller have agreed to set forth in this Letter Agreement No. 7
(the “Letter Agreement No 7”) certain additional terms and conditions
regarding the sale of the Aircraft provided for in the Purchase Agreement.
Capitalized terms used herein and not otherwise defined in this Letter
Agreement No. 7 will have the meanings assigned thereto in the Purchase
Agreement, unless the context otherwise requires.
Both
parties agree that this Letter Agreement No. 7 shall cancel and replace the
Letter Agreement No. 7 dated 20 March 1998 of the Purchase Agreement. Both
parties further agree that this Letter Agreement No. 7 will constitute an
integral, nonseverable part of the Purchase Agreement, that the provisions of
the Purchase Agreement are hereby incorporated by reference, and that this
Letter Agreement No. 7 will be governed by the provisions of the Purchase
Agreement, except that if the Purchase Agreement and this Letter Agreement No.
7 have specific provisions which are inconsistent, the specific provisions
contained in this Letter Agreement No. 7 will prevail to the extent of such
inconsistency.
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005 1/7
LETTER
AGREEMENT N° 7 - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
1.
SELLER’s
REPRESENTATIVES
[***]
2.
AIRMAN
The
Seller shall provide to the Buyer the AIRMAN software as described and under
conditions defined hereafter.
2.1
Description
AIRMAN
is a ground software dedicated to maintenance operations for new generation
aircraft equipped with on-board monitoring systems.
[***]
2.1.1
[***]
2.1.2 [***]
2.1.3
[***]
2.2 Commercial
Conditions
The
Seller will provide [***]
2.3
Delivery
Delivery
of AIRMAN shall be mutually scheduled and agreed between the parties
[***]
2.4 Installation
Prerequisites
to the functioning of AIRMAN and conditions of site preparation shall be
indicated by the Seller to the Buyer.
AIRMAN
shall be delivered in the form of a self installed CD, however, upon request,
the Seller may assist the Buyer with the installation of AIRMAN at the
Buyer’s facilities.
In the
event the Buyer wishes to obtain the Seller’s assistance,
[***]
2.5
Support
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005 2/7
LETTER
AGREEMENT N° 7 - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
A
description of the support and maintenance services, which are included in the
AIRMAN licence, are described in Attachment 2 hereto.
Any
support, assistance or training over and above such services shall be provided
upon request by the Buyer on a chargeable basis.
Practical
information, such as hotline, telephone numbers or contact persons, shall be
given to the Buyer before installation and shall be updated on a regular
basis.
2.6
Licence
Use of
AIRMAN is subject to the licence conditions set forth in Clause 14 of the
Purchase Agreement.
3.
PERFORMANCE
ENGINEER’S PROGRAMS
[***]
4.
LOAD
AND TRIM SHEET SOFTWARE
4.1
Description
|
Load and
Trim Sheet software (“LTS”) is a ground software which allows the
Buyer to produce, for a given aircraft configuration, [***] |
|
4.2
|
Commercial
Conditions |
|
[***]
|
|
4.3
|
Delivery
|
|
Delivery
of LTS shall be mutually scheduled and agreed upon between the
parties. |
|
4.4
|
Installation
|
Prerequisites
to the functioning of LTS and conditions of site preparation shall be indicated
by the Seller to the Buyer.
The
installation of LTS shall be performed by the Buyer.
|
4.5
|
Support
|
Support,
assistance and training may be provided upon the Buyer’s request on a
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005 3/7
LETTER
AGREEMENT N° 7 - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
chargeable
basis at the rates defined in the Seller’s Customer Services
Catalog.
|
4.6
|
Licence
|
Use of
LTS is subject to the licence conditions set forth in Appendix A to Clause 14
of the Purchase Agreement.
5.
MAINTENANCE
PLANNING DATA SUPPORT (MPDS)
The
Seller shall provide the Buyer with a Maintenance Planning Data Support
[***].
The MPDS
shall include the following options:
[***]
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005 4/7
LETTER
AGREEMENT N° 7 - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
If the
foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this
Letter Agreement to the Seller.
|
Agreed
and Accepted |
Agreed
and Accepted |
||||
|
For and
on behalf of |
For and
on behalf of |
||||
|
LAN
AIRLINES S.A. |
AIRBUS
S.A.S. |
||||
|
By
|
:
|
____________________
|
By
|
:
|
____________________
|
|
Its
|
:
|
____________________
|
Its
|
:
|
____________________
|
|
Date
|
:
|
____________________
|
Date
|
:
|
____________________
|
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005 5/7
LETTER
AGREEMENT N° 7 - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
ATTACHMENT
1
SELLER’S
REPRESENTATIVES SERVICES SCHEDULE AND LOCATION
Seller’s
representatives team reinforcement as follow:
[***]
A320F -
LAN - AMDT 2 - Second A320 Family PA - 10/2005 6/7
LETTER
AGREEMENT N° 7 - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
ATTACHMENT
2
AIRMAN
MAINTENANCE SERVICES
1. [***]
2. [***]
3. [***]
4. [***]
5. [***]
6. [***]
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005 7/7
LETTER
AGREEMENT No. 8 - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
LAN
AIRLINES S.A.
Edificio
Huidobro
Avenida
Presidente Riesco 5711- 20th
Floor
Las
▇▇▇▇▇▇
▇ ▇ ▇ ▇
▇ ▇ ▇ ▇
C H I L
E
Subject
• [***]
In
connection with the execution of an Amendment No 2 (the “Amendment No.
2”) dated as of even date herewith to the Second A320F Purchase Agreement
dated 20 March 1998 and amended and restated 2 August 2000 (as further amended
from time to time, including by Amendment No. 2, the “Purchase
Agreement”) between AIRBUS SAS (formerly AIRBUS INDUSTRIE then AIRBUS GIE)
(the “Seller”) and Lan
Airlines S.A.
(formerly Linea
Aerea Nacional Chile S.A. and then Lan Chile S.A.) (the
“Buyer”) which
covers the manufacture and the sale by the Seller and the purchase by the Buyer
of certain A320 family Aircraft as described in the Purchase
Agreement, the
Buyer and the Seller have agreed to set forth in this Letter Agreement No. 8
(the “Letter Agreement No 8”) certain additional terms and conditions
regarding the sale of the Aircraft provided for in the Purchase Agreement.
Capitalized terms used herein and not otherwise defined in this Letter
Agreement No. 8 will have the meanings assigned thereto in the Purchase
Agreement, unless the context otherwise requires.
Both
parties agree that this Letter Agreement No. 8 will constitute an integral,
nonseverable part of the Purchase Agreement, that the provisions of the
Purchase Agreement are hereby incorporated by reference, and that this Letter
Agreement No. 8 will be governed by the provisions of the Purchase Agreement,
except that if the Purchase Agreement and this Letter Agreement No. 8 have
specific provisions which are inconsistent, the specific provisions contained
in this Letter Agreement No. 8 will prevail to the extent of such
inconsistency.
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005 1/3
LETTER
AGREEMENT ▇▇. ▇ - ▇▇▇▇▇▇▇▇▇
▇ - ▇▇▇▇▇▇ ▇▇▇▇▇ PURCHASE
AGREEMENT
|
1.
|
[***]
|
|
1.1
|
[***]
|
|
1.2
|
[***]
|
|
2.
|
[***]
|
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005 2/3
LETTER
AGREEMENT ▇▇. ▇ - ▇▇▇▇▇▇▇▇▇
▇ - ▇▇▇▇▇▇ ▇▇▇▇▇ PURCHASE
AGREEMENT
If the
foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this
Letter Agreement to the Seller.
|
Agreed
and Accepted |
Agreed
and Accepted |
||||
|
For and
on behalf of |
For and
on behalf of |
||||
|
LAN
AIRLINES S.A. |
AIRBUS
S.A.S. |
||||
|
By
|
:
|
____________________
|
By
|
:
|
____________________
|
|
Its
|
:
|
____________________
|
Its
|
:
|
____________________
|
|
Date
|
:
|
____________________
|
Date
|
:
|
____________________
|
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005 3/3
SIDE
LETTER - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
LAN
AIRLINES S.A.
Edificio
Huidobro
Avenida
Presidente Riesco 5711- 20th
Floor
Las
▇▇▇▇▇▇
▇ ▇ ▇ ▇
▇ ▇ ▇ ▇
C H I L
E
Subject
• [***]
In
connection with the execution of an Amendment No 2 (the “Amendment No.
2”) dated as of even date herewith to the Second A320F Purchase Agreement
dated 20 March 1998 and amended and restated 2 August 2000 (as further amended
from time to time, including by Amendment No. 2, the “Purchase
Agreement”) between AIRBUS SAS (formerly AIRBUS INDUSTRIE then AIRBUS GIE)
(the “Seller”) and Lan
Airlines S.A.
(formerly Linea
Aerea Nacional Chile S.A. and then Lan Chile S.A.) (the
“Buyer”) which
covers the manufacture and the sale by the Seller and the purchase by the Buyer
of certain A320 family Aircraft as described in the Purchase
Agreement, the
Buyer and the Seller have agreed to set forth in this side letter certain
additional terms and conditions in connection with the retrofit of certain A319
aircraft already delivered under the Purchase Agreement. Capitalized terms used
herein and not otherwise defined in this side letter will have the meanings
assigned thereto in the Purchase Agreement, unless the context otherwise
requires.
Both
parties agree that this side letter will constitute an integral, nonseverable
part of the Purchase Agreement, that the provisions of the Purchase Agreement
are hereby incorporated herein by reference, and that this side letter will be
governed by the provisions of the Purchase Agreement, except that if the
Purchase Agreement and this side letter have specific provisions which are
inconsistent, the specific provisions contained in this side letter will
prevail to the extent of such inconsistency.
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005 1/3
SIDE
LETTER - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
[***]
▇▇▇▇▇ -
▇▇▇ - ▇▇▇▇ ▇ - ▇▇▇▇▇▇ ▇▇▇▇ Family PA - 10/2005 2/3
SIDE
LETTER - AMENDMENT
2 - SECOND A320F PURCHASE
AGREEMENT
If the
foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this side
letter to the Seller.
|
Agreed
and Accepted |
Agreed
and Accepted |
||||
|
For and
on behalf of |
For and
on behalf of |
||||
|
LAN
AIRLINES S.A. |
AIRBUS
S.A.S. |
||||
|
By
|
:
|
____________________
|
By
|
:
|
____________________
|
|
Its
|
:
|
____________________
|
Its
|
:
|
____________________
|
|
By
|
:
|
____________________
|
By
|
:
|
____________________
|
|
Its
|
:
|
____________________
|
Its
|
:
|
____________________
|
|
Date
|
:
|
____________________
|
Date
|
:
|
____________________
|
▇▇▇▇▇ -
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SIDE
LETTER - AMENDMENT
3 - FIRST A320F PURCHASE
AGREEMENT
LAN
AIRLINES S.A.
Edificio
Huidobro
Avenida
Presidente Riesco 5711- 20th
Floor
Las
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C H I L
E
Subject
• [***]
In
connection with the execution of an Amendment No 3 (the “Amendment No.
3”) dated as of even date herewith to the First A320F Purchase Agreement
dated 20 March 1998 and amended and restated 2 August 2000 (as further amended
from time to time, including by Amendment No. 3, the “Purchase
Agreement”) between AIRBUS SAS (formerly AIRBUS INDUSTRIE then AIRBUS GIE)
(the “Seller”) and Lan
Airlines S.A.
(formerly Linea
Aerea Nacional Chile S.A. and then Lan Chile S.A.) (the
“Buyer”) which
covers the manufacture and the sale by the Seller and the purchase by the Buyer
of certain A320 family Aircraft as described in the Purchase
Agreement, the
Buyer and the Seller have agreed to set forth in this side letter certain
additional terms and conditions in connection with the retrofit of certain A319
aircraft already delivered under the Purchase Agreement. Capitalized terms used
herein and not otherwise defined in this side letter will have the meanings
assigned thereto in the Purchase Agreement, unless the context otherwise
requires.
Both
parties agree that this side letter will constitute an integral, nonseverable
part of the Purchase Agreement, that the provisions of the Purchase Agreement
are hereby incorporated herein by reference, and that this side letter will be
governed by the provisions of the Purchase Agreement, except that if the
Purchase Agreement and this side letter have specific provisions which are
inconsistent, the specific provisions contained in this side letter will
prevail to the extent of such inconsistency.
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SIDE
LETTER - AMENDMENT
3 - FIRST A320F PURCHASE
AGREEMENT
[***]
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SIDE
LETTER - AMENDMENT
3 - FIRST A320F PURCHASE
AGREEMENT
If the
foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this side
letter to the Seller.
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Agreed
and Accepted |
Agreed
and Accepted |
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For and
on behalf of |
For and
on behalf of |
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LAN
AIRLINES S.A. |
AIRBUS
S.A.S. |
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By
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By
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Its
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Its
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By
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____________________
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By
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Its
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Its
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____________________
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Date
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Date
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