Exhibit 4.33.2
EXECUTION
AMENDMENT N°20
TO THE A320/A330
PURCHASE AGREEMENT
BETWEEN
AIRBUS S.A.S.
AND
LATAM AIRLINES GROUP S.A.
REF: CT1242567
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
Page 1 of 9 |
EXECUTION
AMENDMENT N°20
TO THE
A320/A330 PURCHASE AGREEMENT
This Amendment No. 20 is made as of the 3rd day of June 2015 to the A320/A330 Purchase Agreement signed on November 14, 2006 (as subsequently amended, supplemented, novated or otherwise modified),
Between
AIRBUS S.A.S., having its principal office at:
1, rond-point Maurice Bellonte
31707 BLAGNAC CEDEX
FRANCE
and registered with the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814 (hereinafter referred to as the “Seller”),
AND
LATAM AIRLINES GROUP S.A.,having its principal office at:
Edificio Huidobro
Avenida Presidente Riesco 5711 – 20th Floor
Las Condes
SANTIAGO
CHILE
(hereinafter referred to as “Buyer”).
The Seller and the Buyer being collectively referred to as the “Parties” and individually as a “Party”.
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
Page 2 of 9 |
EXECUTION
WHEREAS
A- | The Seller and TAM Linhas Aereas S.A. (“TAM”) have signed on November 14, 2006, an A320/A330 Purchase Agreement (Reference CCC 337.0068/06) covering the purchase by TAM and the sale by the Seller of certain A320 Family Aircraft and A330-200 Aircraft which, together with all Exhibits, Appendixes, Letter Agreements, Amendment No. 1, dated as of January 21, 2008, Amendment No. 2, dated as of October 15, 2008, Amendment No. 3 dated January 12, 2009, Amendment No.4, dated as of July 1, 2009, Amendment No.5, dated as of December 24, 2009, Amendment No.6, dated as of March 4, 2010, Amendment No.7, dated as of July 28, 2010, Amendment No.8, dated as of April 29, 2011, Amendment No.9, dated as of June 13, 2011, Amendment No.10, dated as of October 11, 2011, Amendment No.11, dated as of October 11, 2011, Amendment No.12, dated as of January 27, 2012, Amendment No. 13, dated as of November 30, 2012 Amendment No. 14, dated as of December 14, 2012, Amendment No. 15, dated as of February 18, 2013, Amendment No. 16, dated as of February 27, 2013, Amendment No. 17, dated as of August 19, 2013, Amendment No. 18, dated as of July 15, 2014 and Amendment No. 19, dated as of December 11, 2014 incorporated therein is hereinafter referred to as the “Original Agreement”. |
B- | TAM, the Seller and the Buyer entered into a novation agreement dated 30 October 2014 (the “Novation”) novating the Original Agreement from TAM to the Buyer (the Original Agreement as novated pursuant to the Novation is hereinafter referred to as the “PurchaseAgreement”). |
C- | The Seller and the Buyer have agreed to reschedule one (1) A321 Aircraft as specified herein. |
NOW THEREFORE IT IS AGREED AS FOLLOWS:
1. A320 FAMILY RESCHEDULING
1.1 | The Parties have agreed to reschedule the delivery of one (1) A321 Aircraft identified by rank number 136 as follows: |
Aircraft Rank | Original Scheduled Delivery Month | Revised Scheduled Delivery Month | Aircraft Type | Aircraft Batch | ||||
136 | [***] | [***] | A321 | [***] |
1.2 | As a result of the rescheduling set forth in 1.1 above, Clause 9.1.1.1 of the Purchase Agreement is hereby replaced with the following: |
QUOTE
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
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EXECUTION
9.1.1.1 A319 / A320 / A321 Aircraft
Aircraft Rank | Aircraft Type | Delivery Month/Quarter | Aircraft defined as | |||
- Aircraft N° 64 | A321 | Aug-07 | ||||
- Aircraft N° 65 | A321 | Aug-07 | ||||
- Aircraft N° 66 | A320 | Oct-07 | ||||
- Aircraft N° 67 | A320 | Oct-07 | ||||
- Aircraft N° 68 | A321 | Nov-07 | ||||
- Aircraft N° 69 | A319 | Nov-08 | ||||
- Aircraft N° 70 | A319 | Jul-08 | ||||
- Aircraft N° 71 | A319 | Aug-08 | ||||
- Aircraft N° 72 | A321 | Feb-09 | ||||
- Aircraft N° 73 | A321 | Jan-09 | ||||
- Aircraft N° 74 | A321 | Mar-13 | ||||
- Aircraft N° 75 | A320 | May-09 | ||||
- Aircraft N° 76 | A320 | Dec-11 | ||||
- Aircraft N° 77 | A321 | Jan-11 | ||||
- Aircraft N° 78 | A320 | Dec-11 | ||||
- Aircraft N° 79 | A321 | Apr-11 | ||||
- Aircraft N° 80 | A321 | Jun-10 | ||||
- Aircraft N° 81 | A319 | Jan-10 | ||||
- Aircraft N° 82 | A319 | Jul-11 | ||||
- Aircraft N° 83 | A319 | Jun-11 | ||||
- Aircraft N° 84 | A321 | Jun-10 | ||||
- Aircraft N° 85 | A320 | Mar-12 | ||||
- Aircraft N° 86 | A320 | Feb-12 | ||||
- Aircraft N° 87 | A320 | Jun-13 | ||||
- Aircraft N° 88 | A320 | Nov-13 | ||||
- Aircraft N° 89 | A319 | Jun-11 | ||||
- Aircraft N° 90 | A320 | Jul-12 | ||||
- Aircraft N° 91 | A320 | Mar-12 | ||||
- Aircraft N° 92 | A320 | Oct-10 | ||||
- Aircraft N° 93 | A320 | Jun-12 | ||||
- Aircraft N° 94 | A320 | Nov-13 | ||||
- Aircraft N° 95 | A320 | Aug-12 | Aircraft Nos 95-114 | |||
- Aircraft N° 96 | A321 | July 2015 | Aircraft Nos 95-114 | |||
- Aircraft N° 97 | A320 | Oct-12 | Aircraft Nos 95-114 | |||
- Aircraft N° 98 | A320 | Mar-14 | Aircraft Nos 95-114 | |||
- Aircraft N° 99 | A320 | Nov-13 | Aircraft Nos 95-114 | |||
- Aircraft N° 100 | A320 | Aug-13 | Aircraft Nos 95-114 | |||
- Aircraft N° 101 | A320 | May-13 | Aircraft Nos 95-114 | |||
- Aircraft N° 102 | A320 | Jun-13 | Aircraft Nos 95-114 | |||
- Aircraft N° 103 | A320 | Apr-13 | Aircraft Nos 95-114 |
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
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EXECUTION
Aircraft Rank | Aircraft Type | Delivery Month/Quarter | Aircraft defined as | |||
- Aircraft N° 104 | A320 | Jul-13 | Aircraft Nos 95-114 | |||
- Aircraft N° 105 | A320 | Sep-13 | Aircraft Nos 95-114 | |||
- Aircraft N° 106 | A320 | Sep-13 | Aircraft Nos 95-114 | |||
- Aircraft N° 107 | A320 | May-14 | Aircraft Nos 95-114 | |||
- Aircraft N° 108 | A320 | Oct-13 | Aircraft Nos 95-114 | |||
- Aircraft N° 109 | A320 | Jun-14 | Aircraft Nos 95-114 | |||
- Aircraft N° 110 | A319 | Oct-12 | Aircraft Nos 95-114 | |||
- Aircraft N° 111 | A320 | May-12 | Aircraft Nos 95-114 | |||
- Aircraft N° 112 | A321 | 4th Quarter 2015 | Aircraft Nos 95-114 | |||
- Aircraft N° 113 | A320 | Mar-12 | Aircraft Nos 95-114 | |||
- Aircraft N° 114 | A321 | 4th Quarter 2015 | Aircraft Nos 95-114 | |||
- Aircraft N° 115 | A321 | Jan-14 | 2010 A320 Family Incremental Aircraft | |||
- Aircraft N° 116 | A320 | Feb-14 | 2010 A320 Family Incremental Aircraft | |||
- Aircraft N° 117 | A320 | Mar-14 | 2010 A320 Family Incremental Aircraft | |||
- Aircraft N° 118 | A321 | May-14 | 2010 A320 Family Incremental Aircraft | |||
- Aircraft N° 119 | A321 | July 2015 | 2010 A320 Family Incremental Aircraft | |||
- Aircraft N° 120 | A321 | February 2016 | 2010 A320 Family Incremental Aircraft | |||
- Aircraft N° 121 | A321 | Nov-14 | 2010 A320 Family Incremental Aircraft | |||
- Aircraft N° 122 | A321 | [***] | [***] | |||
- Aircraft N° 123 | A321 | May 2016 | 2010 A320 Family Incremental Aircraft | |||
- Aircraft N° 124 | A321 | Dec-14 | 2010 A320 Family Incremental Aircraft | |||
- Aircraft N° 125 | A321 | [***] | [***] | |||
- Aircraft N° 126 | A321 | [***] | [***] | |||
- Aircraft N° 127 | A321 | Feb-15 | 2010 A320 Family Incremental Aircraft | |||
- Aircraft N° 128 | A321 | [***] | [***] | |||
- Aircraft N° 129 | A321 | [***] | [***] | |||
- Aircraft N° 130 | A321 | [***] | [***] | |||
- Aircraft N° 131 | A321 | May 2015 | 2010 A320 Family Incremental Aircraft | |||
- Aircraft N° 133 | A321 | August 2015 | 2010 A320 Family Incremental Aircraft | |||
- Aircraft N° 134 | A321 | August 2015 | 2010 A320 Family Incremental Aircraft |
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
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EXECUTION
Aircraft Rank | Aircraft Type | Delivery Month/Quarter | Aircraft defined as | |||
- Aircraft N° 135 | A321 | March 2016 | 2011 A320 Family Incremental Aircraft | |||
- Aircraft N° 136 | A321 | [***] | [***] | |||
- Aircraft N° 137 | A321 | [***] | [***] | |||
- Aircraft N° 138 | A321 | [***] | [***] | |||
- Aircraft N° 139 | A321 | [***] | [***] | |||
- Aircraft N° 140 | A321 | [***] | [***] | |||
- [***] Aircraft N° 132 | A321 | [***] | [***] | |||
- [***] Aircraft N° 141 | A321 | [***] | [***] | |||
- [***] Aircraft N° 142 | A321 | [***] | [***] | |||
- [***] Aircraft N° 143 | A321 | [***] | [***] | |||
- [***] Aircraft N° 144 | A321 | [***] | [***] | |||
- [***] Aircraft N° 145 | A320 | [***] | [***] | |||
- [***] Aircraft N° 146 | A320 | [***] | [***] | |||
- [***] Aircraft N° 147 | A320 | [***] | [***] | |||
- [***] Aircraft N° 148 | A320 | [***] | [***] | |||
- [***] Aircraft N° 149 | A320 | [***] | [***] | |||
- [***] Aircraft N° 150 | A320 | [***] | [***] | |||
- [***] Aircraft N° 151 | A320 | [***] | [***] | |||
- [***] Aircraft N° 152 | A320 | [***] | [***] | |||
- [***] Aircraft N° 153 | A320 | [***] | [***] | |||
- [***] Aircraft N° 154 | A320 | [***] | [***] | |||
- [***] Aircraft N° 155 | A320 | [***] | [***] | |||
- [***] Aircraft N° 156 | A320 | [***] | [***] | |||
- [***] Aircraft N° 157 | A320 | [***] | [***] | |||
- [***] Aircraft N° 158 | A320 | [***] | [***] | |||
- [***] Aircraft N° 159 | A320 | [***] | [***] | |||
- [***] Aircraft N° 160 | A320 | [***] | [***] | |||
- [***] Aircraft N° 161 | A321 | [***] | [***] | |||
- [***] Aircraft N° 162 | A321 | [***] | [***] | |||
- [***] Aircraft N° 163 | A321 | [***] | [***] | |||
- [***] Aircraft N° 164 | A321 | [***] | [***] | |||
- [***] Aircraft N° 165 | A321 | [***] | [***] | |||
- [***] Aircraft N° 166 | A321 | [***] | [***] |
UNQUOTE
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
Page 6 of 9 |
EXECUTION
2. | CONFIDENTIALITY |
This Amendment No. 20 is subject to the confidentiality provisions set forth in Clause 22.10 of the Purchase Agreement.
3. | LAW AND JURISDICTION |
This Amendment No. 20 shall be governed by and construed in accordance with the laws of England. Any dispute arising out of or in connection with this Amendment No. 20 shall be within the exclusive jurisdiction of the Courts of England.
4. | MISCELLANEOUS PROVISIONS |
If not otherwise expressly stated in this Amendment No. 20, the Purchase Agreement, its Exhibits and Letter Agreements shall apply also to this Amendment No 20.
This Amendment No. 20 supersedes any previous understandings, commitments or representations whatsoever oral or written with respect to the matters referred to herein.
The Purchase Agreement shall be deemed amended to the extent herein provided, and, except as specifically amended hereby, shall continue in full force and effect in accordance with their original terms.
Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Purchase Agreement.
In the event of any inconsistency between the Purchase Agreement and the present Amendment No. 20, the latter shall prevail to the extent of said inconsistency.
This Amendment No. 20 may be signed by the Parties hereto in separate counterparts, each of which when so signed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument.
5. | SEVERABILITY |
In the event that any provision of this Amendment No. 20 should for any reason be held ineffective, the remainder of this Amendment No. 20 shall remain in full force and effect. To the extent permitted by applicable law, each party hereto hereby waives any provision of law which renders any provision of this Amendment No. 20 prohibited or unenforceable in any respect. Any provisions of this Amendment No. 20 which may prove to be or become, illegal, invalid or unenforceable in whole or in part, shall as far as reasonably possible, and subject to applicable law, be performed in accordance with the spirit and purpose of this Amendment No. 20.
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
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EXECUTION
This Amendment No. 20 has been executed in two (2) original specimens which are in English.
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
Page 8 of 9 |
IN WITNESS WHEREOFthis Amendment No. 20 was duly entered into the day and year first above written.
For and on behalf of | For and on behalf of | |
LATAM AIRLINES GROUP S.A. | AIRBUS S.A.S. |
Name | : | Name | : | |
Title | : | Title | : |
LATAM AIRLINES GROUP S.A.
Name | : | |
Title | : |
Witness
Name | : | |
Title | : |
AMENDMENT N°21
TO THE A320/A330
PURCHASE AGREEMENT
BETWEEN
AIRBUS S.A.S.
AND
LATAM AIRLINES GROUP S.A.
REF: CT1242567
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
Page 1 of 9
AMENDMENT N°21
TO THE
A320/A330 PURCHASE AGREEMENT
This Amendment No.21 is made as of the 21st day of December 2015 to the A320/A330 Purchase Agreement signed on November 14, 2006 (as subsequently amended, supplemented, novated or otherwise modified),
Between
AIRBUS S.A.S., having its principal office at:
1, rond-point Maurice Bellonte | |
U31707 BLAGNAC CEDEX | |
FRANCE |
and registered with the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814 (hereinafter referred to as ”the Seller”) of the one part,
AND
LATAM AIRLINES GROUP S.A.,having its principal office at:
Edificio Huidobro | |
Avenida Presidente Riesco 5711 – 20th Floor | |
Las Condes | |
SANTIAGO | |
CHILE |
(herein after referred to as “the Buyer”) of the other part.
The Buyer and the Seller being collectively referred to as the "Parties" and individually as a "Party".
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
Page 2 of 9
WHEREAS
A- | The Seller and TAM Linhas Aereas S.A. (the “Original Buyer”) have signed on November 14, 2006, an A320/A330 Purchase Agreement (Reference CCC 337.0068/06) covering the purchase by the Original Buyer and the sale by the Seller of certain A320 Family Aircraft and A330-200 Aircraft which, together with all Exhibits, Appendixes, Letter Agreements, Amendment No. 1, dated as of January 21, 2008, Amendment No. 2, dated as of October 15, 2008, Amendment No. 3 dated January 5, 2009, Amendment No.4, dated as of July 1, 2009, Amendment No.5, dated as of December 24, 2009, Amendment No.6, dated as of March 4, 2010, Amendment No.7, dated as of July 28, 2010, Amendment No.8, dated as of April 29, 2011, Amendment No.9, dated as of June 13, 2011, Amendment No.10, dated as of October 11, 2011, Amendment No.11, dated as of October 11, 2011, Amendment No.12, dated as of January 27, 2012, Amendment No. 13, dated as of November 30, 2012, Amendment No. 14, dated as of December 14, 2012, Amendment No. 15, dated as of February 18, 2013, Amendment No. 16, dated as of February 27, 2013, Amendment No. 17, dated as of August 19, 2013, Amendment No. 18, dated as of July 15, 2014, incorporated therein is hereinafter referred to as the "Original Agreement". |
B- | The Buyer, Seller and Original Buyer entered into a novation agreement dated 30 October 2014 (the “Novation”) novating the Original Agreement from the Original Buyer to the Buyer. |
C- | Pursuant to an Amendment No. 19, dated as of December 11, 2014 and Amendment No. 20, dated as of June 3, 2015 the Seller and the Buyer amended the Original Agreement (the “Amendments”), (the Original Agreement as novated pursuant to the Novation and amended pursuant to the Amendments is hereinafter referred to as the “Agreement”). |
D- | The Buyer and the Seller have agreed i) for the Seller to use one A320 NEO Aircraft scheduled to be delivered to the Buyer under the Agreement for a series of flight tests [***], and ii) to reschedule the Delivery of one A320 NEO Aircraft. |
NOW THEREFORE IT IS AGREED AS FOLLOWS:
1. | A320 NEO FLIGHT TEST AIRCRAFT |
1.1 | Notwithstanding anything in the Agreement to the contrary, including without limitation, the provisions of Clause 8.4 thereof, the Parties hereby acknowledge and agree to the Seller’s use of the Aircraft bearing rank No. [***] in the Agreement with a Scheduled Delivery [***] in [***] (the “Flight Test Aircraft”) for a series of flight tests as described in Clause 1.2 below (the “Flight Tests”) [***] |
1.2 | [***]. |
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
Page 3 of 9
[***].
[***].
1.3 | [***]. |
1.4 | [***]. |
1.5 | [***]. |
[***].
[***].
[***].
[***].
[***].
1.6 | [***]: |
(i) | [***] |
(ii) | [***]. |
[***].
1.7 | [***]. |
1.8 | [***]. |
[***]. |
2. | A320 FAMILY RESCHEDULING |
2.1 | The Parties agree to reschedule the delivery of two (2) A320neo Aircraft identified by rank numbers 145 and 146 as follows: |
Aircraft Rank | Original Scheduled Delivery Month | Revised Scheduled Delivery Month | Aircraft Type | Aircraft Batch | ||||
145 | [***] | [***] | A320 | [***] | ||||
146 | [***] | [***] | A320 | [***] |
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
Page 4 of 9
2.2 | Clause 9.1.1.1 of the Agreement is hereby amended and restated as follows: |
QUOTE
9.1.1.1 | A319 / A320 / A321 Aircraft |
Aircraft Rank | Aircraft Type | Delivery Month/Quarter | Aircraft defined as | |||
- Aircraft N° 64 | A321 | Aug-07 | ||||
- Aircraft N° 65 | A321 | Aug-07 | ||||
- Aircraft N° 66 | A320 | Oct-07 | ||||
- Aircraft N° 67 | A320 | Oct-07 | ||||
- Aircraft N° 68 | A321 | Nov-07 | ||||
- Aircraft N° 69 | A319 | Nov-08 | ||||
- Aircraft N° 70 | A319 | Jul-08 | ||||
- Aircraft N° 71 | A319 | Aug-08 | ||||
- Aircraft N° 72 | A321 | Feb-09 | ||||
- Aircraft N° 73 | A321 | Jan-09 | ||||
- Aircraft N° 74 | A321 | Mar-13 | ||||
- Aircraft N° 75 | A320 | May-09 | ||||
- Aircraft N° 76 | A320 | Dec-11 | ||||
- Aircraft N° 77 | A321 | Jan-11 | ||||
- Aircraft N° 78 | A320 | Dec-11 | ||||
- Aircraft N° 79 | A321 | Apr-11 | ||||
- Aircraft N° 80 | A321 | Jun-10 | ||||
- Aircraft N° 81 | A319 | Jan-10 | ||||
- Aircraft N° 82 | A319 | Jul-11 | ||||
- Aircraft N° 83 | A319 | Jun-11 | ||||
- Aircraft N° 84 | A321 | Jun-10 | ||||
- Aircraft N° 85 | A320 | Mar-12 | ||||
- Aircraft N° 86 | A320 | Feb-12 | ||||
- Aircraft N° 87 | A320 | Jun-13 | ||||
- Aircraft N° 88 | A320 | Nov-13 | ||||
- Aircraft N° 89 | A319 | Jun-11 | ||||
- Aircraft N° 90 | A320 | Jul-12 | ||||
- Aircraft N° 91 | A320 | Mar-12 | ||||
- Aircraft N° 92 | A320 | Oct-10 | ||||
- Aircraft N° 93 | A320 | Jun-12 | ||||
- Aircraft N° 94 | A320 | Nov-13 | ||||
- Aircraft N° 95 | A320 | Aug-12 | Aircraft Nos 95-114 | |||
- Aircraft N° 96 | A321 | July 2015 | Aircraft Nos 95-114 | |||
- Aircraft N° 97 | A320 | Oct-12 | Aircraft Nos 95-114 | |||
- Aircraft N° 98 | A320 | Mar-14 | Aircraft Nos 95-114 | |||
- Aircraft N° 99 | A320 | Nov-13 | Aircraft Nos 95-114 | |||
- Aircraft N° 100 | A320 | Aug-13 | Aircraft Nos 95-114 | |||
- Aircraft N° 101 | A320 | May-13 | Aircraft Nos 95-114 |
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
Page 5 of 9
Aircraft Rank | Aircraft Type | Delivery Month/Quarter | Aircraft defined as | |||
- Aircraft N° 102 | A320 | �� | Jun-13 | Aircraft Nos 95-114 | ||
- Aircraft N° 103 | A320 | Apr-13 | Aircraft Nos 95-114 | |||
- Aircraft N° 104 | A320 | Jul-13 | Aircraft Nos 95-114 | |||
- Aircraft N° 105 | A320 | Sep-13 | Aircraft Nos 95-114 | |||
- Aircraft N° 106 | A320 | Sep-13 | Aircraft Nos 95-114 | |||
- Aircraft N° 107 | A320 | May-14 | Aircraft Nos 95-114 | |||
- Aircraft N° 108 | A320 | Oct-13 | Aircraft Nos 95-114 | |||
- Aircraft N° 109 | A320 | Jun-14 | Aircraft Nos 95-114 | |||
- Aircraft N° 110 | A319 | Oct-12 | Aircraft Nos 95-114 | |||
- Aircraft N° 111 | A320 | May-12 | Aircraft Nos 95-114 | |||
- Aircraft N° 112 | A321 | October 2015 | Aircraft Nos 95-114 | |||
- Aircraft N° 113 | A320 | Mar-12 | Aircraft Nos 95-114 | |||
- Aircraft N° 114 | A321 | December 2015 | Aircraft Nos 95-114 | |||
- Aircraft N° 115 | A321 | Jan-14 | 2010 A320 Family Incremental Aircraft | |||
- Aircraft N° 116 | A320 | Feb-14 | 2010 A320 Family Incremental Aircraft | |||
- Aircraft N° 117 | A320 | Mar-14 | 2010 A320 Family Incremental Aircraft | |||
- Aircraft N° 118 | A321 | May-14 | 2010 A320 Family Incremental Aircraft | |||
- Aircraft N° 119 | A321 | July 2015 | 2010 A320 Family Incremental Aircraft | |||
- Aircraft N° 120 | A321 | February 2016 | 2010 A320 Family Incremental Aircraft | |||
- Aircraft N° 121 | A321 | Nov-14 | 2010 A320 Family Incremental Aircraft | |||
- Aircraft N° 122 | A321 | [***] | [***] | |||
- Aircraft N° 123 | A321 | [***] | [***] | |||
- Aircraft N° 124 | A321 | Dec-14 | 2010 A320 Family Incremental Aircraft | |||
- Aircraft N° 125 | A321 | [***] | [***] | |||
- Aircraft N° 126 | A321 | [***] | [***] | |||
- Aircraft N° 127 | A321 | Feb-15 | 2010 A320 Family Incremental Aircraft | |||
- Aircraft N° 128 | A321 | [***] | [***] | |||
- Aircraft N° 129 | A321 | [***] | [***] | |||
- Aircraft N° 130 | A321 | [***] | [***] | |||
- Aircraft N° 131 | A321 | May 2015 | 2010 A320 Family Incremental Aircraft | |||
- Aircraft N° 133 | A321 | August 2015 | 2010 A320 Family Incremental Aircraft |
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
Page 6 of 9
Aircraft Rank | Aircraft Type | Delivery Month/Quarter | Aircraft defined as | |||
- Aircraft N° 134 | A321 | August 2015 | 2010 A320 Family Incremental Aircraft | |||
- Aircraft N° 135 | A321 | March 2016 | 2011 A320 Family Incremental Aircraft | |||
- Aircraft N° 136 | A321 | [***] | [***] | |||
- Aircraft N° 137 | A321 | [***] | [***] | |||
- Aircraft N° 138 | A321 | [***] | [***] | |||
- Aircraft N° 139 | A321 | [***] | [***] | |||
- Aircraft N° 140 | A321 | [***] | [***] | |||
- [***] Aircraft N° 132 | A321 | [***] | [***] | |||
- [***] Aircraft N° 141 | A321 | [***] | [***] | |||
- [***] Aircraft N° 142 | A321 | [***] | [***] | |||
- [***] Aircraft N° 143 | A321 | [***] | [***] | |||
- [***] Aircraft N° 144 | A321 | [***] | [***] | |||
- [***] Aircraft N° 145 | A320 | [***] | [***] | |||
- [***] Aircraft N° 146 | A320 | [***] | [***] | |||
- [***] Aircraft N° 147 | A320 | [***] | [***] | |||
- [***]Aircraft N° 148 | A320 | [***] | [***] | |||
- [***] Aircraft N° 149 | A320 | [***] | [***] | |||
- [***] Aircraft N° 150 | A320 | [***] | [***] | |||
- [***]Aircraft N° 151 | A320 | [***] | [***] | |||
- [***] Aircraft N° 152 | A320 | [***] | [***] | |||
- [***] Aircraft N° 153 | A320 | [***] | [***] | |||
- [***] Aircraft N° 154 | A320 | [***] | [***] | |||
- [***] Aircraft N° 155 | A320 | [***] | [***] | |||
- [***] Aircraft N° 156 | A320 | [***] | [***] | |||
- [***]Aircraft N° 157 | A320 | [***] | [***] | |||
- [***] Aircraft N° 158 | A320 | [***] | [***] | |||
- [***] Aircraft N° 159 | A320 | [***] | [***] | |||
- [***] Aircraft N° 160 | A320 | [***] | [***] | |||
- [***] Aircraft N° 161 | A321 | [***] | [***] | |||
- [***] Aircraft N° 162 | A321 | [***] | [***] | |||
- [***] Aircraft N° 163 | A321 | [***] | [***] | |||
- [***] Aircraft N° 164 | A321 | [***] | [***] | |||
- [***] Aircraft N° 165 | A321 | [***] | [***] | |||
- [***] Aircraft N° 166 | A321 | [***] | [***] |
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
Page 7 of 9
UNQUOTE
3. | EXHIBIT A Part 1 – Seller Price Revision Formula |
In Clause 3 of Part 1 of Exhibit A to Amendment No. 11 to the Agreement the reference to “Table 6” is hereby replaced with “Table 9”.
4. | CONFIDENTIALITY |
This Amendment No. 21 is subject to the confidentiality provisions set forth in Clause 22.10 of the Agreement. |
5. | LAW AND JURISDICTION |
This Amendment No. 21 shall be governed by and construed in accordance with the laws of England. Any dispute arising out of or in connection with this Amendment No. 21 shall be within the exclusive jurisdiction of the Courts of England.
6. | MISCELLANEOUS PROVISIONS |
If not otherwise expressly stated in this Amendment No. 21, the Agreement, its Exhibits and Letter Agreements shall apply also to this Amendment No 21.
This Amendment No. 21 supersedes any previous understandings, commitments or representations whatsoever oral or written with respect to the matters referred to herein.
The Agreement between the Seller and the Buyer shall be deemed amended to the extent herein provided, and, except as specifically amended hereby, shall continue in full force and effect in accordance with its original terms.
Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Agreement.
In the event of any inconsistency between the Agreement and the present Amendment No. 21, the latter shall prevail to the extent of said inconsistency.
This Amendment No. 21 may be signed by the Parties hereto in separate counterparts, each of which when so signed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument.
7. | SEVERABILITY |
In the event that any provision of this Amendment No. 21 should for any reason be held ineffective, the remainder of this Amendment No. 21 shall remain in full force and effect. To the extent permitted by applicable law, each party hereto hereby waives any provision of law which renders any provision of this Amendment No. 21 prohibited or unenforceable in any respect. Any provisions of this Amendment No. 21 which may prove to be or become, illegal, invalid or unenforceable in whole or in part, shall as far as reasonably possible, and subject to applicable law, be performed in accordance with the spirit and purpose of this Amendment No. 21.
This Amendment No. 21 has been executed in two (2) original specimens which are in English.
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
Page 8 of 9
IN WITNESS WHEREOFthis Amendment No. 21 to the Agreement was duly entered into the day and year first above written.
For and on behalf of | For and on behalf of |
LATAM AIRLINES GROUP S.A. | AIRBUS S.A.S. |
Name : | Name : |
Title : | Title : |
LATAM AIRLINES GROUP S.A. | |
Name : | |
Title : | |
Witness | |
Name : | |
Title : |
AMENDMENT N°21
TO THE A320/A330
PURCHASE AGREEMENT
BETWEEN
AIRBUS S.A.S.
AND
LATAM AIRLINES GROUP S.A.
REF: CT1242567
A320/A330 PA – LATAM – Amdt. 21 – CT1242567- 12/2015 | Page 1 of 9 |
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
AMENDMENT N°21
TO THE
A320/A330 PURCHASE AGREEMENT
This Amendment No.21 is made as of the 21st day of December 2015 to the A320/A330 Purchase Agreement signed on November 14, 2006 (as subsequently amended, supplemented, novated or otherwise modified),
Between
AIRBUS S.A.S., having its principal office at:
1, rond-point Maurice Bellonte
U31707 BLAGNAC CEDEX
FRANCE
and registered with the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814 (hereinafter referred to as ”the Seller”) of the one part,
AND
LATAM AIRLINES GROUP S.A.,having its principal office at:
Edificio Huidobro
Avenida Presidente Riesco 5711 – 20th Floor
Las Condes
SANTIAGO
CHILE
(herein after referred to as “the Buyer”) of the other part.
The Buyer and the Seller being collectively referred to as the "Parties" and individually as a "Party".
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“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
WHEREAS
A- | The Seller and TAM Linhas Aereas S.A. (the “Original Buyer”) have signed on November 14, 2006, an A320/A330 Purchase Agreement (Reference CCC 337.0068/06) covering the purchase by the Original Buyer and the sale by the Seller of certain A320 Family Aircraft and A330-200 Aircraft which, together with all Exhibits, Appendixes, Letter Agreements, Amendment No. 1, dated as of January 21, 2008, Amendment No. 2, dated as of October 15, 2008, Amendment No. 3 dated January 5, 2009, Amendment No.4, dated as of July 1, 2009, Amendment No.5, dated as of December 24, 2009, Amendment No.6, dated as of March 4, 2010, Amendment No.7, dated as of July 28, 2010, Amendment No.8, dated as of April 29, 2011, Amendment No.9, dated as of June 13, 2011, Amendment No.10, dated as of October 11, 2011, Amendment No.11, dated as of October 11, 2011, Amendment No.12, dated as of January 27, 2012, Amendment No. 13, dated as of November 30, 2012, Amendment No. 14, dated as of December 14, 2012, Amendment No. 15, dated as of February 18, 2013, Amendment No. 16, dated as of February 27, 2013, Amendment No. 17, dated as of August 19, 2013, Amendment No. 18, dated as of July 15, 2014, incorporated therein is hereinafter referred to as the "Original Agreement". |
B- | The Buyer, Seller and Original Buyer entered into a novation agreement dated 30 October 2014 (the “Novation”) novating the Original Agreement from the Original Buyer to the Buyer. |
C- | Pursuant to an Amendment No. 19, dated as of December 11, 2014 and Amendment No. 20, dated as of June 3, 2015 the Seller and the Buyer amended the Original Agreement (the “Amendments”), (the Original Agreement as novated pursuant to the Novation and amended pursuant to the Amendments is hereinafter referred to as the “Agreement”). |
D- | The Buyer and the Seller have agreed i) for the Seller to use one A320 NEO Aircraft scheduled to be delivered to the Buyer under the Agreement for a series of flight tests [***], and ii) to reschedule the Delivery of one A320 NEO Aircraft. |
NOW THEREFORE IT IS AGREED AS FOLLOWS:
1. | A320 NEO FLIGHT TEST AIRCRAFT |
1.1 | Notwithstanding anything in the Agreement to the contrary, including without limitation, the provisions of Clause 8.4 thereof, the Parties hereby acknowledge and agree to the Seller’s use of the Aircraft bearing rank No. [***] in the Agreement with a Scheduled Delivery [***] in [***] (the “Flight Test Aircraft”) for a series of flight tests as described in Clause 1.2 below (the “Flight Tests”) [***] |
A320/A330 PA – LATAM – Amdt. 21 – CT1242567- 12/2015 | Page 3 of 9 |
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
1.2 | [***]. |
[***].
[***].
1.3 | [***]. |
1.4 | [***]. |
1.5 | [***]. |
[***].
[***].
[***].
[***].
[***].
1.6 | [***]: |
(i) | [***] |
(ii) | [***]. |
[***].
1.7 | [***]. |
1.8 | [***]. |
[***].
2. | A320 FAMILY RESCHEDULING |
2.1 | The Parties agree to reschedule the delivery of two (2) A320neo Aircraft identified by rank numbers 145 and 146 as follows: |
Aircraft Rank | Original Scheduled Delivery Month | Revised Scheduled Delivery Month | Aircraft Type | Aircraft Batch | ||||
145 | [***] | [***] | A320 | [***] | ||||
146 | [***] | [***] | A320 | [***] |
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“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
2.2 | Clause 9.1.1.1 of the Agreement is hereby amended and restated as follows: |
QUOTE
9.1.1.1 | A319 / A320 / A321 Aircraft |
Aircraft Rank | Aircraft Type | Delivery Month/Quarter | Aircraft defined as | |||
- Aircraft N° 64 | A321 | Aug-07 | ||||
- Aircraft N° 65 | A321 | Aug-07 | ||||
- Aircraft N° 66 | A320 | Oct-07 | ||||
- Aircraft N° 67 | A320 | Oct-07 | ||||
- Aircraft N° 68 | A321 | Nov-07 | ||||
- Aircraft N° 69 | A319 | Nov-08 | ||||
- Aircraft N° 70 | A319 | Jul-08 | ||||
- Aircraft N° 71 | A319 | Aug-08 | ||||
- Aircraft N° 72 | A321 | Feb-09 | ||||
- Aircraft N° 73 | A321 | Jan-09 | ||||
- Aircraft N° 74 | A321 | Mar-13 | ||||
- Aircraft N° 75 | A320 | May-09 | ||||
- Aircraft N° 76 | A320 | Dec-11 | ||||
- Aircraft N° 77 | A321 | Jan-11 | ||||
- Aircraft N° 78 | A320 | Dec-11 | ||||
- Aircraft N° 79 | A321 | Apr-11 | ||||
- Aircraft N° 80 | A321 | Jun-10 | ||||
- Aircraft N° 81 | A319 | Jan-10 | ||||
- Aircraft N° 82 | A319 | Jul-11 | ||||
- Aircraft N° 83 | A319 | Jun-11 | ||||
- Aircraft N° 84 | A321 | Jun-10 | ||||
- Aircraft N° 85 | A320 | Mar-12 | ||||
- Aircraft N° 86 | A320 | Feb-12 | ||||
- Aircraft N° 87 | A320 | Jun-13 | ||||
- Aircraft N° 88 | A320 | Nov-13 | ||||
- Aircraft N° 89 | A319 | Jun-11 | ||||
- Aircraft N° 90 | A320 | Jul-12 | ||||
- Aircraft N° 91 | A320 | Mar-12 | ||||
- Aircraft N° 92 | A320 | Oct-10 | ||||
- Aircraft N° 93 | A320 | Jun-12 | ||||
- Aircraft N° 94 | A320 | Nov-13 | ||||
- Aircraft N° 95 | A320 | Aug-12 | Aircraft Nos 95-114 | |||
- Aircraft N° 96 | A321 | July 2015 | Aircraft Nos 95-114 | |||
- Aircraft N° 97 | A320 | Oct-12 | Aircraft Nos 95-114 | |||
- Aircraft N° 98 | A320 | Mar-14 | Aircraft Nos 95-114 | |||
- Aircraft N° 99 | A320 | Nov-13 | Aircraft Nos 95-114 | |||
- Aircraft N° 100 | A320 | Aug-13 | Aircraft Nos 95-114 | |||
- Aircraft N° 101 | A320 | May-13 | Aircraft Nos 95-114 |
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“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
Aircraft Rank | Aircraft Type | Delivery Month/Quarter | Aircraft defined as | |||
- Aircraft N° 102 | A320 | Jun-13 | Aircraft Nos 95-114 | |||
- Aircraft N° 103 | A320 | Apr-13 | Aircraft Nos 95-114 | |||
- Aircraft N° 104 | A320 | Jul-13 | Aircraft Nos 95-114 | |||
- Aircraft N° 105 | A320 | Sep-13 | Aircraft Nos 95-114 | |||
- Aircraft N° 106 | A320 | Sep-13 | Aircraft Nos 95-114 | |||
- Aircraft N° 107 | A320 | May-14 | Aircraft Nos 95-114 | |||
- Aircraft N° 108 | A320 | Oct-13 | Aircraft Nos 95-114 | |||
- Aircraft N° 109 | A320 | Jun-14 | Aircraft Nos 95-114 | |||
- Aircraft N° 110 | A319 | Oct-12 | Aircraft Nos 95-114 | |||
- Aircraft N° 111 | A320 | May-12 | Aircraft Nos 95-114 | |||
- Aircraft N° 112 | A321 | October 2015 | Aircraft Nos 95-114 | |||
- Aircraft N° 113 | A320 | Mar-12 | Aircraft Nos 95-114 | |||
- Aircraft N° 114 | A321 | December 2015 | Aircraft Nos 95-114 | |||
- Aircraft N° 115 | A321 | Jan-14 | 2010 A320 Family Incremental Aircraft | |||
- Aircraft N° 116 | A320 | Feb-14 | 2010 A320 Family Incremental Aircraft | |||
- Aircraft N° 117 | A320 | Mar-14 | 2010 A320 Family Incremental Aircraft | |||
- Aircraft N° 118 | A321 | May-14 | 2010 A320 Family Incremental Aircraft | |||
- Aircraft N° 119 | A321 | July 2015 | 2010 A320 Family Incremental Aircraft | |||
- Aircraft N° 120 | A321 | February 2016 | 2010 A320 Family Incremental Aircraft | |||
- Aircraft N° 121 | A321 | Nov-14 | 2010 A320 Family Incremental Aircraft | |||
- Aircraft N° 122 | A321 | [***] | [***] | |||
- Aircraft N° 123 | A321 | [***] | [***] | |||
- Aircraft N° 124 | A321 | Dec-14 | 2010 A320 Family Incremental Aircraft | |||
- Aircraft N° 125 | A321 | [***] | [***] | |||
- Aircraft N° 126 | A321 | [***] | [***] | |||
- Aircraft N° 127 | A321 | Feb-15 | 2010 A320 Family Incremental Aircraft | |||
- Aircraft N° 128 | A321 | [***] | [***] | |||
- Aircraft N° 129 | A321 | [***] | [***] | |||
- Aircraft N° 130 | A321 | [***] | [***] | |||
- Aircraft N° 131 | A321 | May 2015 | 2010 A320 Family Incremental Aircraft | |||
- Aircraft N° 133 | A321 | August 2015 | 2010 A320 Family Incremental Aircraft |
A320/A330 PA – LATAM – Amdt. 21 – CT1242567- 12/2015 | Page 6 of 9 |
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
Aircraft Rank | Aircraft Type | Delivery Month/Quarter | Aircraft defined as | |||
- Aircraft N° 134 | A321 | August 2015 | 2010 A320 Family Incremental Aircraft | |||
- Aircraft N° 135 | A321 | March 2016 | 2011 A320 Family Incremental Aircraft | |||
- Aircraft N° 136 | A321 | [***] | [***] | |||
- Aircraft N° 137 | A321 | [***] | [***] | |||
- Aircraft N° 138 | A321 | [***] | [***] | |||
- Aircraft N° 139 | A321 | [***] | [***] | |||
- Aircraft N° 140 | A321 | [***] | [***] | |||
- [***] Aircraft N° 132 | A321 | [***] | [***] | |||
- [***] Aircraft N° 141 | A321 | [***] | [***] | |||
- [***] Aircraft N° 142 | A321 | [***] | [***] | |||
- [***] Aircraft N° 143 | A321 | [***] | [***] | |||
- [***] Aircraft N° 144 | A321 | [***] | [***] | |||
- [***] Aircraft N° 145 | A320 | [***] | [***] | |||
- [***] Aircraft N° 146 | A320 | [***] | [***] | |||
- [***] Aircraft N° 147 | A320 | [***] | [***] | |||
- [***]Aircraft N° 148 | A320 | [***] | [***] | |||
- [***] Aircraft N° 149 | A320 | [***] | [***] | |||
- [***] Aircraft N° 150 | A320 | [***] | [***] | |||
- [***]Aircraft N° 151 | A320 | [***] | [***] | |||
- [***] Aircraft N° 152 | A320 | [***] | [***] | |||
- [***] Aircraft N° 153 | A320 | [***] | [***] | |||
- [***] Aircraft N° 154 | A320 | [***] | [***] | |||
- [***] Aircraft N° 155 | A320 | [***] | [***] | |||
- [***] Aircraft N° 156 | A320 | [***] | [***] | |||
- [***]Aircraft N° 157 | A320 | [***] | [***] | |||
- [***] Aircraft N° 158 | A320 | [***] | [***] | |||
- [***] Aircraft N° 159 | A320 | [***] | [***] | |||
- [***] Aircraft N° 160 | A320 | [***] | [***] | |||
- [***] Aircraft N° 161 | A321 | [***] | [***] | |||
- [***] Aircraft N° 162 | A321 | [***] | [***] | |||
- [***] Aircraft N° 163 | A321 | [***] | [***] | |||
- [***] Aircraft N° 164 | A321 | [***] | [***] | |||
- [***] Aircraft N° 165 | A321 | [***] | [***] | |||
- [***] Aircraft N° 166 | A321 | [***] | [***] |
UNQUOTE
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“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
3. | EXHIBIT A Part 1 – Seller Price Revision Formula |
In Clause 3 of Part 1 of Exhibit A to Amendment No. 11 to the Agreement the reference to “Table 6” is hereby replaced with “Table 9”.
4. | CONFIDENTIALITY |
This Amendment No. 21 is subject to the confidentiality provisions set forth in Clause 22.10 of the Agreement. |
5. | LAW AND JURISDICTION |
This Amendment No. 21 shall be governed by and construed in accordance with the laws of England. Any dispute arising out of or in connection with this Amendment No. 21 shall be within the exclusive jurisdiction of the Courts of England.
6. | MISCELLANEOUS PROVISIONS |
If not otherwise expressly stated in this Amendment No. 21, the Agreement, its Exhibits and Letter Agreements shall apply also to this Amendment No 21.
This Amendment No. 21 supersedes any previous understandings, commitments or representations whatsoever oral or written with respect to the matters referred to herein.
The Agreement between the Seller and the Buyer shall be deemed amended to the extent herein provided, and, except as specifically amended hereby, shall continue in full force and effect in accordance with its original terms.
Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Agreement.
In the event of any inconsistency between the Agreement and the present Amendment No. 21, the latter shall prevail to the extent of said inconsistency.
This Amendment No. 21 may be signed by the Parties hereto in separate counterparts, each of which when so signed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument.
7. | SEVERABILITY |
In the event that any provision of this Amendment No. 21 should for any reason be held ineffective, the remainder of this Amendment No. 21 shall remain in full force and effect. To the extent permitted by applicable law, each party hereto hereby waives any provision of law which renders any provision of this Amendment No. 21 prohibited or unenforceable in any respect. Any provisions of this Amendment No. 21 which may prove to be or become, illegal, invalid or unenforceable in whole or in part, shall as far as reasonably possible, and subject to applicable law, be performed in accordance with the spirit and purpose of this Amendment No. 21.
This Amendment No. 21 has been executed in two (2) original specimens which are in English.
A320/A330 PA – LATAM – Amdt. 21 – CT1242567- 12/2015 | Page 8 of 9 |
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
IN WITNESS WHEREOFthis Amendment No. 21 to the Agreement was duly entered into the day and year first above written.
For and on behalf of | For and on behalf of | |||||
LATAM AIRLINES GROUP S.A. | AIRBUS S.A.S. | |||||
Name | : | Name | : | |||
Title | : | Title | : | |||
LATAM AIRLINES GROUP S.A. | ||||||
Name | : | |||||
Title | : | |||||
Witness | ||||||
Name | : | |||||
Title | : |
A320/A330 PA – LATAM – Amdt. 21 – CT1242567- 12/2015