EXHIBIT 10.17
Amendment No. 6
TO THE A321 PURCHASE AGREEMENT
dated as of February 14, 1990
between
AVSA, S.A.R.L.,
and
INTERNATIONAL LEASE FINANCE CORPORATION
This Amendment No. 6 (hereinafter referred to as the "Amendment")
entered into as of December 27th, 1994, by and between AVSA,
S.A.R.L., a societe a responsabilite limitee organized and
existing under the laws of the Republic of France, having its
registered office located at 2, Rond Point Maurice Bellonte,
31700 Blagnac (France) (hereinafter referred to as the "Seller"),
and INTERNATIONAL LEASE FINANCE CORPORATION, a corporation
organized and existing under the laws of the State of California,
United States of America, having its principal corporate offices
located at 1999 Avenue of the Stars, 39th Floor, Los Angeles,
California 90067 (hereinafter referred to as the "Buyer").
WITNESSETH:
WHEREAS, the Buyer and the Seller entered into an A321 Purchase
Agreement, dated as of February 14, 1990, relating to the sale by
the Seller and the purchase by the Buyer of twelve (12) firmly
ordered Airbus Industrie A321-100 model aircraft (the "Aircraft")
and four (4) option Airbus Industrie A321-100 model aircraft (the
"Option Aircraft"), which agreement, as previously amended by and
supplemented with all Exhibits, Appendices and Letter Agreements
attached thereto and as amended by Amendment No. 1 dated as of
June 18, 1991, Amendment No. 2 dated as of December 10, 1992,
Amendment No. 3 dated as of January 3, 1994, Amendment No. 4
dated as of February 28, 1994 and Amendment No. 5 dated as of
September 23, 1994 is hereinafter called the "Agreement."
WHEREAS, the Buyer now desires to increase its order by nine (9)
firmly ordered aircraft (individually and collectively referred
to as the "Incremental Aircraft") and three (3) option aircraft
(individually and collectively referred to as the "Incremental
Option Aircraft").
ILFC-A321 Amdt. 6-1
WHEREAS, the Seller is a sales subsidiary of Airbus Industrie
(the "Manufacturer") and will purchase the Incremental Aircraft
and Incremental Option Aircraft from the Manufacturer for resale
to the Buyer.
1
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. INCREMENTAL ORDER
The Buyer hereby firmly orders nine (9) Incremental Aircraft
and takes an option to firmly order three (3) Incremental
Option Aircraft.
It is agreed that the terms and conditions of the sale and
purchase of the Incremental Aircraft and the Incremental
Option Aircraft shall be the same as those applying to,
respectively, Aircraft and Option Aircraft, except as
specifically set forth to the contrary in this Amendment.
2. SPECIFICATION
Subclause 3.2 of the Agreement is hereby superseded and
replaced by the following provisions, with respect to
Incremental Aircraft and Incremental Option Aircraft:
QUOTE
3.2 The Incremental Aircraft shall be manufactured in
accordance with the A321-100 Standard Specification,
Document No. E.000.01000, Issue 3, dated January 31, 1994 (a
copy of which is annexed as Exhibit "A" of Amendment No. 6
to this Agreement), as amended by the change orders set
forth in Exhibit "B" of Amendment No. 2 to this Agreement.
Such Standard Specification, as so amended, is hereinafter
referred to as the "Specification." The Specification may
be further modified from time to time pursuant to the
General Terms Agreement.
UNQUOTE
ILFC-A321 Amdt. 6-2
3. PRICE
Clause 4 of the Agreement is hereby superseded and replaced
by the following provisions, with respect to Incremental
Aircraft and Incremental Option Aircraft:
QUOTE
4.1 Base Price of the Incremental Aircraft and Incremental
Option Aircraft
The "Base Price" of each Incremental Aircraft is the sum of:
--the Base Price of the Airframe, and
--the Base Price of the Propulsion Systems.
4.1.1 Base Price of the Airframe
The Base Price of the Airframe shall be the sum of:
(i) the Base Price of the standard A321-100 airframe as
described in Exhibit "A" of Amendment No. 2 to this
Agreement (excluding Buyer Furnished Equipment and SCN's) at
delivery conditions prevailing in January 1994, which is
*
, and
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HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
2
(ii) the Base Price of all change orders set forth in
Exhibit "B" of Amendment No. 2 to this Agreement that are
mutually agreed upon prior to the execution and delivery of
this Agreement, at delivery conditions prevailing in January
1994, which is *
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* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
This Base Price of the Airframe is subject to adjustment to
the date of delivery in accordance with the Airframe Price
Revision Formula set forth in Appendix 1 of Amendment No. 6
to this Agreement.
ILFC-A321 Amdt. 6-3
4.1.2 Propulsion Systems Base Price
4.1.2.1 Base Price of the CFM International CFM 56-5B-1
Propulsion Systems
The Base Price of a set of CFM 56-5B-1 Propulsion Systems is
the sum of the Base Prices quoted below in (i) and (ii):
(i) Base Price of the CFM 56-SB-1 Engines
The Base Price of a set of two (2) CFM 56-5B-1 engines and
additional standard equipment, at delivery conditions
prevailing in January 1994, which is:
*
Said Base Price has been calculated with reference to the
Reference Price indicated by CFM International of
*
as defined by the Reference
Composite Price Index of 111.82 and in accordance with
delivery conditions prevailing in April 1988.
Said Reference Price is subject to adjustment to the date of
delivery of the Incremental Aircraft in accordance with the
CFM International Price Revision Formula set forth in
Appendix 2 of Amendment No. 6 to this Agreement.
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HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
(ii) Base Price of Nacelles and Thrust Reversers
The Base Price of a set of two (2) nacelles and two (2)
thrust reversers for the CFM 56-5B-1 engines at delivery
conditions prevailing in January 1994, which is:
*
Said Base Price is subject to adjustment to the date of
delivery of the Incremental Aircraft in accordance with the
Airframe Price Revision Formula set forth in Appendix 1 of
Amendment No. 6 to this Agreement.
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HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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ILFC-A321 Amdt. 6-4
4.1.2.2 Base Price of the CFM International 56-5B-2
Propulsion Systems
The Base Price of a set of CFM 56-5B-2 Propulsion Systems is
the sum of the Base Prices quoted below in (i), (ii) and
(iii):
(i) Base Price of the CFM 56-5B-2 Engines
The Base Price of a set of two (2) CFM 56-5B-2 engines and
additional standard equipment, at delivery conditions
prevailing in January 1994, which is:
*
Said Base Price has been calculated with reference to the
Reference Price indicated by CFM International of
*
as defined by the Reference Composite
Price Index of 111.82 and in accordance with delivery
conditions prevailing in April 1988.
Said Reference Price is subject to adjustment to the date of
delivery of the Incremental Aircraft in accordance with the
CFM International Price Revision Formula set forth in
Appendix 2 of Amendment No. 6 to this Agreement.
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HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
(ii) Base Price of Nacelles and Thrust Reversers
The Base Price of a set of two (2) nacelles and two (2)
thrust reversers for the CFM 56-5B-2 engines, at delivery
conditions prevailing in January 1994, which is:
*
Said Base Price is subject to adjustment to the date of
delivery of the Incremental Aircraft in accordance with the
Airframe Price Revision Formula set forth in Appendix 1 of
Amendment No. 6 to this Agreement.
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HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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ILFC-A321 Amdt. 6-5
(iii) Base Price of the Propulsion Systems Configuration
Option
The Base Price of the configuration option incurred by the
Seller for the CFM 56-5B-2 engines, at delivery conditions
prevailing in January 1994, which is:
*
Said Base Price is subject to adjustment to the date of
delivery of the Incremental Aircraft in accordance with the
Airframe Price Revision Formula set forth in Appendix 1 of
Amendment No. 6 to this Agreement.
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* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
4.1.2.3 Base Price of the International Aero Engines IAE
Y2530-A5 Propulsion Systems
The Base Price of a set of two (2) IAE V2530-A5 Propulsion
Systems, including related equipment, nacelles and thrust
reversers, at delivery conditions prevailing in January
1994, is:
*
Said Base Price has been calculated with reference to the
Reference Price indicated by International Aero Engines of
*
in accordance with theoretical delivery conditions
prevailing in July 1988.
Said Reference Price is subject to adjustment to the date of
delivery of the Incremental Aircraft in accordance with the
International Aero Engines Price Revision Formula set forth
in Appendix 3 of Amendment No. 6 to this Agreement.
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* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
4.2 Selection of Propulsion Systems
The Buyer shall notify the Seller in writing no later than
* months prior to delivery of each Incremental
Aircraft of its selection of the Propulsion Systems to be
installed at delivery on such Incremental Aircraft. The
previous sentence notwithstanding, (i) the Seller reserves
the right to increase this * month lead time
should it become necessary due to commercial or industrial
constraints imposed on the Seller, and (ii) the Seller will
reduce this * month lead time should commercial
and industrial conditions allow such a reduction.
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ILFC-A321 Amdt. 6-6
4.3 Validity of the Reference Price of the Propulsion
Systems
It is understood that the prices and the price revision
formulae concerning the Propulsion Systems and related
equipment are based on information received from the
Propulsion Systems manufacturers and remain subject to any
modifications that might be communicated by said Propulsion
Systems manufacturers to the seller, the Manufacturer and/or
the Buyer.
4.4 Final Contract Price
The Final Contract Price for any Incremental Aircraft and
firmly ordered Incremental Option Aircraft at delivery
thereof shall be the sum of:
(i) the Base Price of the Airframe constituting a part of
such Incremental Aircraft, as adjusted at the time of actual
delivery in accordance with Subclause 4.1.1;
(ii) *
constituting a part of
such Incremental Aircraft to be mutually agreed in SCN's
entered into pursuant to Clause 3 of the General Terms
Agreement after the date of execution of Amendment No. 6 to
this Agreement, as adjusted at the time of actual delivery
in accordance with the Airframe Price Revision Formula in
Appendix 1 of Amendment No. 6 to this Agreement;
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* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
(iii) the Base Price of the installed Propulsion Systems
constituting a part of such Incremental Aircraft, as
adjusted at the time of actual delivery in accordance with
the applicable provisions of Subclause 4.1.2.1, 4.1.2.2 or
4.1.2.3; and
(iv) any other amount resulting from any other provisions
of Amendment No. 6 to this Agreement and/or any other
written agreement between the Buyer and the Seller relating
to the Incremental Aircraft and specifically making
reference to the Final Contract Price of an Incremental
Aircraft.
UNQUOTE
ILFC-A321 Amdt. 6-7
4. LETTER AGREEMENT NO. 1 TO THE AGREEMENT
With respect to Incremental Aircraft, Paragraphs A, B, C and
D of Letter Agreement No. 1 to the Agreement are hereby
superseded and replaced by the following provisions:
6
QUOTE
A. Purchase Price Credit Memorandum
A.1 Upon delivery of each Incremental Aircraft, the Seller
will provide the Buyer with a credit memorandum amounting to
*
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HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
A.2 Each credit memorandum is quoted at delivery conditions
prevailing in January 1994, is subject to adjustment to the
date of delivery of the relevant Incremental Aircraft in
accordance with the Airframe Price Revision Formula set
forth in Appendix 1 to Amendment No. 6 to the Agreement and
shall be used by the Buyer either to reduce the Final
Contract Price of the Incremental Aircraft or to purchase
goods and services from the Seller or any of its affiliates.
B. New Operators Credit Memorandum
B.1 Upon delivery of each Incremental Aircraft, the Buyer
shall earn the right to a credit of *
, (the "Incremental
Contribution"), which amount shall be credited by the Seller
to a notional account (the "New Narrow Body Operators
Account") upon such delivery.
The New Narrow Body Operators Account shall be the same as
the New Narrow Body Operators Account referred to in
paragraph B.1 of Amendment No. 2, (dated as of even date
herewith), to the A319 Purchase Agreement and B.1 of
Amendment No. 12, (dated as of even date herewith), to the
A320 Purchase Agreement.
*
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HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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ILFC-A321 Amdt. 6-8
B.2 During the first * months after delivery of
an Incremental Aircraft to the Buyer for which a New A321
Operators Credit is being used, the New A321 Operators
Credit may only be used for the benefit of the new operator.
*
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HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
C. Promotion Credit Memorandum
In addition, the Seller will, commencing on the date hereof
provide the Buyer with a credit memorandum (not subject to
escalation) of *
per Incremental Aircraft. Such additional credit
shall be used by the Buyer for the promotion of Aircraft
leases.
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HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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ILFC-A321 Amdt. 6-9
D. New Airframe Credit Memorandum
As a special concession, the Seller will make available to
the Buyer an additional airframe credit memorandum for each
Incremental Aircraft, amounting to *
(the "New Airframe
Credit").
This credit memorandum is quoted at delivery conditions
prevailing in January 1994 and is subject to adjustment to
the date of delivery of the relevant Incremental Aircraft in
accordance with the Airframe Price Revision Formula set
forth in Appendix 1 to Amendment No. 6 to the Agreement and
shall be used by the Buyer either to reduce the Final
Contract Price of the Incremental Aircraft or to purchase
goods and services from the Seller or any of its affiliates.
The Buyer has the option, at any time until * months prior
to the delivery of an Incremental Aircraft, to direct the
Seller to apply a portion of the New Airframe Credit *
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HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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ILFC-A321 Amdt. 6-10
E. *
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HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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UNQUOTE
ILFC-A321 Amdt. 6-11
5. DELIVERY SCHEDULE
The delivery schedule set forth in Subclause 5.1 of the
Agreement for Aircraft and Option Aircraft is hereby amended
by the addition of the following nine (9) Incremental
Aircraft and three (3) Incremental Option Aircraft:
(i) Incremental Aircraft
1 in April 1998
1 in November 1998
1 in April 1999
1 in October 1999
1 in January 2000
1 in March 2000
1 in April 2000
1 in May 2000
1 in November 2000
(ii) Incremental Option Aircraft
1 in February 2001
1 in May 2001
1 in October 2001
6. PREDELIVERY PAYMENTS
6.1 With respect to Incremental Aircraft and Incremental
Option Aircraft, the third and fourth sentences of Subclause
6.1 of the Agreement are hereby superseded and replaced by
the following sentences:
QUOTE
For the purpose of calculating the Predelivery Payment
Reference Price, Y is 1994. All predelivery payments made
by the Buyer prior to the date of its selection of
Propulsion Systems shall be calculated based on a
Predelivery Payment Reference Price containing the Base
Price for the IAE V2530-AS Propulsion Systems.
UNQUOTE
ILFC-A321 Amdt. 6-12
6.2 Subclause 6.2 of the Agreement is hereby superseded and
replaced by the following provisions, with respect to
Incremental Aircraft:
11
QUOTE
Predelivery payments in respect of each Aircraft shall be
paid to the Seller according to the following schedule:
Percentage of Aircraft
Predelivery Payment
Payment Date Reference Price
- * *
- * *
- * *
- * *
- * *
- * *
________________________________________________________
TOTAL PAYMENT PRIOR TO DELIVERY *
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UNQUOTE
6.3 Subclauses 6.4 and 6.5 of the Agreement shall not apply
to the Incremental Aircraft.
ILFC-A321 Amdt. 6-13
7. *
7.1 *
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7.2 *
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HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
ILFC-A321 Amdt. 6-14
7.3 *
7.3.1 *
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7.3.2 *
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HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
7.3.3 *
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HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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ILFC-A321 Amdt. 6-15
7.4 *
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HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
8. INCREMENTAL OPTION AIRCRAFT
For each Incremental Option Aircraft, the Buyer shall pay,
upon execution of this Amendment, an option fee amounting to
* (the "Option
Fee"). Upon exercise of an Incremental Option Aircraft, the
Option Fee shall be credited against the predelivery
payments due by the Buyer to the Seller as per paragraph 6
of this Amendment.
The exercise of each Incremental Option Aircraft shall
become effective upon receipt by the Seller, at the time of
option exercise, of all predelivery payments that would have
been due had such Incremental Option Aircraft been an
Incremental Aircraft at the time of signature of this
Amendment. Upon such effectivity, the Incremental Option
Aircraft shall be considered an Incremental Aircraft under
the Amendment, except that the provisions of paragraphs D
and E of Letter Agreement No. 1 to the Agreement (as amended
by the provisions of paragraph 4 above) shall apply to the
exercised Incremental Option Aircraft only if the Buyer has
irrevocably exercised its option to purchase all Incremental
Option Aircraft by December 31, 1995.
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HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
9. *
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10. INCREASED MTOW
10.1 In the event that the Manufacturer has, as of the date
hereof, already certified an increased *
capability for A321 type aircraft *
to the A321 type aircraft
* , and in the event such increased *
* capability shall be applicable to the Incremental
Aircraft or Aircraft then undelivered to the Buyer, then the
Seller shall offer such capability to the Buyer. Upon
acceptance, such increased * capability shall be
made the subject of an SCN. The price of the SCN for
Incremental Aircraft and Aircraft shall be, per *
in January
1994 delivery conditions (subject to adjustment in
accordance with the Airframe Price Revision Formula set
forth in Appendix 1 to this Amendment).
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HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
ILFC-A321 Amdt. 6-16
10.2 In the event that the Manufacturer, after the date
hereof and before the year 2000, certifies an increased
* capability for the A321 type
aircraft that *
, and in the event such
increased * capability shall be applicable to the
Incremental Aircraft or Aircraft then undelivered to the
Buyer, then the Seller shall offer such capability to the
Buyer. The increased * shall be made the subject
of an SCN, upon the Buyer's acceptance thereof. The price
of the SCN shall be (i) for Incremental Aircraft, *
, or (ii) for
Aircraft, * at January 1994
delivery conditions (subject to adjustment in accordance
with the Airframe Price Revision Formula set forth in
Appendix 1 to this Amendment) multiplied by the number of
pounds of additional weight.
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HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
10.3 Should a Service Bulletin ("SB") for increased *
or * be or become available for the A321 type
aircraft, the Seller shall offer such SB to the Buyer with
respect to all delivered Incremental Aircraft and Aircraft.
The prices that the Buyer shall pay shall be the same as
those quoted above in Subparagraphs 10.1 and 10.2,
*
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HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
10.4 Further to the Buyer's request, the Seller will make
its best reasonable efforts to develop and certify an
*
.
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HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
17
11. CONFIDENTIALITY
Subject to any legal or governmental requirements of
disclosure, the parties (which for this purpose shall
include their employees, agents and advisors) shall maintain
the terms and conditions of this Amendment and any reports
or other data furnished hereunder strictly confidential.
Without limiting the generality of the foregoing, the Buyer
shall use its best efforts to limit the disclosure of the
contents of this Amendment, to the extent legally
permissible, in any filing that the Buyer is required to
make with any governmental agency, and the Buyer shall make
all applications that may be necessary to implement the
ILFC-A321 Amdt. 6-17
foregoing. The Buyer and the Seller shall consult with each
other prior to making any public disclosure, otherwise
permitted hereunder, of this Amendment or the terms and
conditions thereof. The provisions of this Paragraph 11
shall survive any termination of this Amendment.
12. EFFECT OF AMENDMENT
The 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 its
original terms. All capitalized terms not otherwise defined
herein shall have the meanings provided for in the
Agreement.
13. GOVERNING LAW AND JURISDICTION
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE
PERFORMANCE OF THIS AMENDMENT SHALL BE DETERMINED ALSO IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
ANY DISPUTE ARISING HEREUNDER SHALL BE REFERRED TO THE
FEDERAL OR STATE COURTS LOCATED IN NEW YORK CITY, NEW YORK,
AND EACH OF THE PARTIES HERETO IRREVOCABLY SUBMITS TO AND
ACCEPTS SUCH JURISDICTION.
THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF
GOODS SHALL NOT APPLY TO THIS AMENDMENT.
18
If the foregoing correctly sets forth our
understanding, please execute this Amendment in the space
provided below, whereupon this Amendment shall constitute part of
the Agreement.
INTERNATIONAL LEASE AVSA, S.A.R.L.
FINANCE CORPORATION
By: /s/RG DUNCAN By: /s/CHRISTOPHE MOUREY
R.G. Duncan
Its: Senior Vice President Its: Chief Executive Officer
Date: 27 Dec 1994 Date: December 1994
ILFC-A321 Amdt. 6-18
19
APPENDIX 1
AIRFRAME PRICE REVISION FORMULA
1. BASE PRICE
The Base Price of the Airframe is as quoted in Paragraph 3
of the Amendment.
The Base Price of a set of two (2) nacelles and two (2)
thrust reversers is as quoted in Paragraph 3 of the
Amendment.
2. BASE PERIOD
The above Base Prices have been established in accordance
with the averaged economic conditions prevailing in December
1992/January 1993/February 1993 and corresponding to
theoretical delivery conditions prevailing in January 1994
as defined by HEb and ICb index values indicated in
Paragraph 4 of this Appendix 1.
These Base Prices are subject to adjustment for changes in
economic conditions as measured by data obtained from the US
Department of Labor, Bureau of Labor Statistics, and in
accordance with the provisions of Paragraphs 4 and 5 of this
Appendix 1.
HEb and ICb index values indicated in Paragraph 4 of this
Appendix 1 will not be subject to any revision of these
indexes.
ILFC-A321 Amdt. 6-19
3. REFERENCE INDEXES
Labor Index: "Aircraft and Parts," Standard Industrial
Classification 372--Average hourly earnings (hereinafter
referred to as "HE SIC 372"), published by the US Department
of Labor, Bureau of Labor Statistics, in "Employment and
Earnings," Establishment Data: Hours and Earnings (Table
B15: Average hours and earnings of production or
nonsupervisory workers on private nonfarm payrolls by
detailed industry).
Material Index: "Industrial Commodities" (hereinafter
referred to as "IC-Index"), published by the US Department
of Labor, Bureau of Labor Statistics, in "Producer Prices
and Price Indexes" (Table 6: Producer prices and price
indexes for commodity groupings and individual items).
(Base year 1982 = 100.)
20
4. - REVISION FORMULA
Pn = (Pb + F) (0.75 HEn/HEb + 0.25 ICn/ICb)
Where
Pn = Revised Base Price of the Airframe or of the
nacelles and thrust reversers, as applicable, at
delivery of the Incremental Aircraft.
Pb = Base Price of the Airframe or of the nacelles and
thrust reversers, as applicable, at economic
conditions December 1992/January 1993/February
1993 averaged (January 1994 delivery conditions).
F = (0.005 x N x Pb) Where N = The calendar year of
delivery of the Incremental Aircraft minus 1994.
HEn = The arithmetic average of HE SIC 372 for the
11th, 12th and 13th months prior to the month of
delivery of the Incremental Aircraft (2 decimals).
HEb = HE SIC 372 for December 1992/January 1993/February
1993 averaged (= 17.05).
ICn = The arithmetic average of the IC-Index for the
11th, 12th and 13th months prior to the month of
delivery of the Incremental Aircraft (1 decimal).
ICb = IC-Index for December 1992/January 1993/February
1993 averaged (= 118.3).
In determining the Revised Base Price at delivery of the
Incremental Aircraft, each quotient shall be calculated to
the nearest ten thousandth (4 decimals). If the next
succeeding place is five (5) or more, the preceding decimal
place shall be raised to the next higher figure. The final
factor shall be rounded to the nearest ten thousandth (4
decimals).
After final computation, Pn shall be rounded to the next
whole number (0.5 or more rounded to 1).
ILFC-A321 Amdt. 6-20
5. GENERAL PROVISIONS
5.1 If the US Department of Labor substantially revises the
methodology or discontinues any of the indexes referred to
in this Appendix 1, the Seller shall select a substitute for
the revised or discontinued index, such substitute index to
lead in application to the same adjustment result, insofar
as possible, as would have been achieved by continuing the
use of the original index as it may have fluctuated had it
not been revised or discontinued.
Appropriate revision of the formula shall be made to
accomplish this result.
5.2 The Revised Base Price at delivery of the Incremental
Aircraft shall be the final price and will not be subject to
further adjustments in the indexes.
ILFC-A321 Amdt. 6-21
21
APPENDIX 2
CFM INTERNATIONAL PRICE REVISION FORMULA
1. REFERENCE PRICE
The Reference Price of a set of two (2) CFM International
CFM 56-5B-1 or CFM-56-5B-2 engines and additional equipment,
as applicable, is as quoted in Paragraph 3 of the Amendment.
These Reference Prices are subject to adjustment for changes
in economic conditions as measured by data obtained from the
US Department of Labor, Bureau of Labor Statistics, and in
accordance with the provisions of Paragraphs 4 and 5 of this
Appendix 2.
2. REFERENCE PERIOD - REFERENCE COMPOSITE PRICE INDEX
The above Reference Price has been established in accordance
with the economic conditions prevailing in October 1987
(April 1988 theoretical delivery conditions), as defined,
according to CFM International, by the Reference Composite
Price Index of 111.82.
3. REFERENCE INDEXES
Labor Index: "Aircraft Engines and Engine Parts," Standard
Industrial Classification 3724--Average hourly earnings
(hereinafter referred to as "HE SIC 3724"), published by the
US Department of Labor, Bureau of Labor Statistics, in
"Employment and Earnings," Establishment Data: Hours and
Earnings (Table B15: Average hours and earnings of
production or nonsupervisory workers on private nonfarm
payrolls by detailed industry).
Material Index (I): "Industrial Commodities" (hereinafter
referred to as "IC-Index"), published by the US Department
of Labor, Bureau of Labor Statistics, in "Producer Prices
and Price Indexes" (Table 6: Producer prices and price
indexes for commodity groupings and individual items).
(Base year 1982 = 100.)
Material Index (II): "Metals and Metal Products" Code 10
(hereinafter referred to as "MMP-Index"), published by the
US Department of Labor, Bureau of Labor Statistics, in
"Producer Prices and Price Indexes" (Table 6: Producer
prices and price indexes for commodity groupings and
individual items). (Base year 1982 = 100.)
ILFC-A321 Amdt. 6-22
Energy Index: "Fuels and Related Products and Power" Code
5 (hereinafter referred to as "EP-Index"), published by the
US Department of Labor, Bureau of Labor Statistics, in
"Producer Prices and Price Indexes" (Table 6: Producer
prices and price indexes for commodity groupings and
individual items). (Base year 1982 = 100.)
22
4. REVISION FORMULA
Pn = Pb x CPIn
----
111.82
Where
Pn = Revised Reference Price of a set of two (2)
engines at delivery of the Incremental Aircraft.
Pb = Reference Price as defined above.
CPIn = Composite Price Index for the sixth month prior to
the month of delivery of the Incremental Aircraft.
Said Composite Price Index is composed as follows:
CPIn = 0.55 (HEn x 100) + 0.10 ICn + 0.25 MMPn + 0.10 EPn
---
(11.16)
Where
HEn = HE SIC 3724 for the sixth month prior to the
month of delivery of the Incremental
Aircraft; the quotient HEn/11.16 is rounded
to the nearest third decimal place. The
product by 0.55 is rounded to the nearest
second decimal place.
ICn = IC-Index for the sixth month prior to the
month of delivery of the Incremental
Aircraft.
MMPn = MMP-Index for the sixth month prior to the
month of delivery of the Incremental
Aircraft. The product by 0.25 is rounded to
the nearest second decimal place.
EPn = EP-Index for the sixth month prior to the
month of delivery of the Incremental
Aircraft.
ILFC-A321 Amdt. 6-23
The Composite Price Index shall be determined to the second
decimal place. If the next succeeding decimal place is five
(5) or more, the preceding decimal figure shall be raised to
the next higher figure.
The final factor shall be rounded to the nearest thousandth
(3 decimals).
23
5. GENERAL PROVISIONS
5.1 The Revised Reference Price at delivery of the Incremental
Aircraft shall be the final price and will not be subject to
further adjustments in the indexes.
5.2 If no final index value is available for any of the
applicable months, the published preliminary figures will be
the basis on which the Revised Reference Price will be
computed.
5.3 If the US Department of Labor substantially revises the
methodology of calculation of the indexes referred to in
this Appendix 2 or discontinues any of these indexes, the
Seller shall, in agreement with CFM International, apply a
substitute for the revised or discontinued index, such
substitute index to lead in application to the same
adjustment result, insofar as possible, as would have been
achieved by continuing the use of the original index as it
may have fluctuated had it not been revised or discontinued.
Appropriate revision of the formula shall be made to
accomplish this result.
5.4 Should the above escalation provisions become null and void
by action of the US Government, the Reference Price shall be
adjusted to reflect increases in the cost of labor, material
and fuel which have occurred from the period represented by
the applicable Reference Price Indexes to the sixth month
prior to the scheduled delivery of the Incremental Aircraft.
5.5 The Revised Reference Price at delivery of the Incremental
Aircraft in no event shall be less than the Reference Price
defined in Paragraph 1 of this Appendix 2.
ILFC-A321 Amdt. 6-24
24
APPENDIX 3
INTERNATIONAL AERO ENGINES PRICE REVISION FORMULA
1. REFERENCE PRICE
The Reference Price of a set of two (2) International Aero
Engines V2530-A5 Propulsion Systems, as applicable, is as
quoted in Paragraph 3 of the Amendment.
This Reference Price is subject to adjustment for changes in
economic conditions as measured by data obtained from the US
Department of Labor, Bureau of Labor Statistics, and in
accordance with the provisions of Paragraphs 4 and 5 of this
Appendix 3.
2. REFERENCE PERIOD
The above Reference Prices have been established in
accordance with the economic conditions prevailing in March
1988 (or July 1988 theoretical delivery conditions) as
defined, according to International Aero Engines, by the
HEb, MMPb and EPb index values indicated in Paragraph 4 of
this Appendix 3.
3. INDEXES
Labor Index: "Aircraft Engines and Engine Parts" Standard
Industrial Classification 3724--Average hourly earnings
(hereinafter referred to as "HE SIC 3724"), published by the
US Department of Labor, Bureau of Labor Statistics, in
"Employment and Earnings," Establishment Data: Hours and
Earnings (Table B15: Average hours and earnings of
production or nonsupervisory workers on private nonfarm
payrolls by detailed industry).
Material Index: "Metals and Metal Products" Code 10
(hereinafter referred to as "MMP-Index"), published by the
US Department of Labor, Bureau of Labor Statistics, in
"Producer Prices and Price Indexes" (Table 6: Producer
prices and price indexes for commodity groupings and
individual items). (Base year 1982 = 100.)
Energy Index: "Fuels and Related Products and Power" Code 5
(hereinafter referred to as "EP-Index"), published by the US
Department of Labor, Bureau of Labor Statistics, in
"Producer Prices and Price Indexes" (Table 6: Producer
prices and price indexes for commodity groupings and
individual items). (Base year 1982 = 100.)
ILFC-A321 Amdt. 6-25
25
4. REVISION FORMULA
Pn = Pb [(0.60 HEn)/HEb + (0.30 MMPn)/MMPb + (0.10 EPn)/EPb]
Where
Pn = Revised Reference Price of a set of two (2)
Propulsion systems at delivery of the Incremental
Aircraft.
Pb = Reference Price at economic conditions March 1988
HEn = HE SIC 3724 for the fourth month prior to the
month of delivery of the Incremental Aircraft.
HEb = HE SIC 3724 for March 1988 (= 13.58)
MMPn = MMP-Index for the fourth month prior to the month
of delivery of the Incremental Aircraft.
MMPb = MMP-Index for March 1988 (= 115.4)
EPn = EP-Index for the fourth month prior to the month
of delivery of the Incremental Aircraft.
EPb = EP-Index for March 1988 (= 65.9)
In determining the Revised Reference Price each quotient
((0.60 HEn)/HEb, (0.30 MMPn)/MMPb and (0.10 EPn)/EPb) shall
be calculated to the nearest ten thousandth (4 decimals).
If the next succeeding place is five (5) or more the
preceding decimal place shall be raised to the next higher
figure.
After final computation, Pn shall be rounded to the next
whole number (0.5 or more rounded to 1).
5. GENERAL PROVISIONS
5.1 The Revised Reference Price at delivery of the Incremental
Aircraft shall be the final price and will not be subject to
further adjustments in the indexes.
5.2 If no final index value is available for any of the
applicable months, the published preliminary figures will be
the basis on which the Revised Reference Price will be
computed.
ILFC-A321 Amdt. 6-26
26
5.3 If the US Department of Labor substantially revises the
methodology of calculation of the indexes referred to in
this Appendix 3 or discontinues any of these indexes, the
separate Seller shall, in agreement with International Aero
Engines, apply a substitute for the revised or discontinued
index, such substitute index to lead in application to the
same adjustment result, insofar as possible, as would have
been achieved by continuing the use of the original index as
it may have fluctuated had it not been revised or
discontinued.
Appropriate revision of the formula shall be made to
accomplish this result.
5.4 Should the above escalation provisions become null and void
by action of the US Government, the Reference Price shall be
adjusted to reflect increases in the cost of labor, material
and fuel which have occurred from the period represented by
the applicable Reference Price Indexes to the fourth month
prior to the scheduled delivery of the Incremental Aircraft.
ILFC-A321 Amdt. 6-27
27
EXHIBIT A
The A321-100 Standard Specification is contained in a
separate folder.
ILFC-A321 Amdt. 6-28
28