EX-4.1.6 3 d524121dex416.htm EX-4.1.6 EX-4.1.6

EXHIBIT 4.1.6

AMENDMENT No.12

TO THE

SECOND A320 FAMILY PURCHASE AGREEMENT

BETWEEN

LATAM AIRLINES GROUP S.A.

(formerly known as LAN AIRLINES S.A.)

AND

AIRBUS S.A.S.

 

“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.

Ref: CT1202039

This amendment No.12 to the Second A320 Family Purchase Agreement (as defined below) is entered into as of 19 November 2012, by and between

AIRBUS S.A.S., having its principal office at:

1 Rond-Point Maurice Bellonte

31707 BLAGNAC-CEDEX

FRANCE

(hereinafter referred to as the “Seller”) of the one part

AND

LATAM AIRLINES GROUP S.A. (formerly known as LAN AIRLINES S.A.) having its principal office at:

Edificio Huidobro

Avenida Presidente Riesco 5711- 20th Floor

Las Condes

SANTIAGO

CHILE

(hereinafter 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.
Ref: CT1202039   2/11   

WHEREAS

 

A. The Buyer and the Seller entered into an A320 family purchase agreement dated March 20th, 1998 covering the purchase by the Buyer and the sale by the Seller of twenty (20) A320 family aircraft bearing rank numbers 1 to 20. By an amendment No.1 to such purchase agreement, entered into by the Buyer and the Seller on February 24th, 2000 the number of A320 family aircraft to be purchased by the Buyer pursuant to such purchase agreement was increased to twenty five (25), with the additional five (5) A320 family aircraft bearing rank numbers 21 to 25. Such twenty five (25) A320 family aircraft are hereinafter referred to as the “Original A320 Family Aircraft”, and such purchase agreement, amendment No.1, and all exhibits, appendices and letter agreements thereto are together referred to as the “Original A320 Family Purchase Agreement”.

 

B. The Buyer and the Seller entered into a deed of amendment and restatement of the Original A320 Family Purchase Agreement, dated August 2nd, 2000, dividing the Original A320 Family Purchase Agreement into two (2) separate purchase agreements, the first agreement concerning the Original A320 Family Aircraft bearing rank numbers 1 to 20, and the second agreement concerning the Original A320 Family Aircraft bearing rank numbers 21 to 25. The second agreement as supplemented with all exhibits and appendices thereto is hereinafter referred to as the “Second A320 Family Purchase Agreement”.

 

C. The Buyer and the Seller entered into an amendment No.1 to the Second A320 Family Purchase Agreement dated November 14th 2003 (the “Amendment No.1”) modifying certain provisions of the Second A320 Family Purchase Agreement.

 

D. The Buyer and the Seller entered into an amendment No.2 to the Second A320 Family Purchase Agreement dated October 4th, 2005 (the “Amendment No.2”) covering the purchase by the Buyer and the sale by the Seller of twenty five (25) additional firm A320 family aircraft comprising twenty (20) A318-100, one (1) A319-100 and four (4) A320-200 aircraft type (the “Additional Aircraft”).

 

E. The Buyer and the Seller entered into an amendment No.3 to the Second A320 Family Purchase Agreement dated March 6th, 2007 (the “Amendment No.3”) covering the conversion of fifteen (15) Option Aircraft (as defined in the Amendment No.2) into firmly ordered Converted Aircraft (as defined in Amendment No.3).

 

F. The Buyer and the Seller entered into an amendment No. 4 to the Second A320 Family Purchase Agreement dated June 11th, 2008 (the “Amendment No.4”) covering the conversion of five (5) A318-100 Additional Aircraft bearing rank Nos. 26 to 30 as set forth in Amendment No.2 and three (3) A318-100 Converted Aircraft bearing rank Nos. 37, 40 and 43 as set forth in Amendment No.3, into A319 aircraft type.

 

G. The Buyer and the Seller entered into an amendment No. 5 to the Second A320 Family Purchase Agreement dated December 23rd 2009 (the “Amendment No.5”) covering the order of thirty (30) incremental A319-100 and A320-200 aircraft (the “Incremental Aircraft”) and amending certain provisions of the Second A320 Family Purchase Agreement.

 

H. [***].

 

I.

The Buyer and the Seller entered into an amendment No. 6 to the Second A320 Family Purchase Agreement dated May 10th, 2010 (the “Amendment No.6”) covering the

 

“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
Ref: CT1202039   3/11   

  conversion of the aircraft type of three (3) A319-100 First Batch of Incremental Aircraft (as defined in the Amendment No.5) into firmly ordered A320-200 First Batch Incremental Aircraft and the advancement of the scheduled delivery positions of Two (2) Aircraft from the First Batch of Incremental Aircraft and Eleven (11) Aircraft from the Second Batch of Incremental Aircraft (as defined in the Amendment No.5).

 

J. The Buyer and the Seller entered into an amendment No. 7 to the Second A320 Family Purchase Agreement dated May 19th, 2010 (the “Amendment No.7”) covering the advancement of the scheduled delivery positions of Three (3) Converted Aircraft.

 

K. The Buyer and the Seller entered into an amendment No. 8 to the Second A320 Family Purchase Agreement dated September 23rd, 2010 (the “Amendment No.8”) covering (i) the advancement of the scheduled delivery positions of Two (2) Aircraft from the First Batch of Incremental Aircraft and Two (2) Aircraft from the Second Batch of Incremental Aircraft and (ii) the conversion of the aircraft type of one (1) A319-100 from the Second Batch of Incremental Aircraft into firmly ordered A320-200 from the Second Batch Incremental Aircraft.

 

L.

The Buyer and the Seller entered into an amendment No. 9 to the Second A320 Family Purchase Agreement dated December 21st 2010 (the “Amendment No.9”) covering the order of fifty (50) incremental A319-100, A320-200 and A321-200 aircraft, and, amending certain provisions of the Second A320 Family Purchase Agreement.

 

M. [***].

 

N.

The Buyer and the Seller entered into an amendment No. 10 to the Second A320 Family Purchase Agreement dated June 10th 2011 (the “Amendment No.10”) covering (i) the conversion of certain Aircraft type, (ii) the Sharklets selection for certain Aircraft, and (iii) the notification of the scheduled delivery months for the Aircraft scheduled to be delivered in the [***] and the [***].

 

O. The Buyer and the Seller entered into an amendment No. 11 to the Second A320 Family Purchase Agreement (the “Amendment No.11”) covering (i) the postponement of certain Aircraft scheduled delivery position, and (ii) the conversion of certain Aircraft type.

 

P. The Buyer and the Seller wish to enter into this amendment No. 12 to the Second A320 Family Purchase Agreement (the “Amendment No.12”) covering (i) the conversion of three (3) Aircraft type with rank number 61, rank number 63 and rank number 89, (ii) the identification of certain Aircraft as [***] and others as [***], and (iii) the notification of the Scheduled Delivery Month for certain Aircraft.

 

“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
Ref: CT1202039   4/11   

NOW IT IS HEREBY AGREED AS FOLLOWS:

 

0. DEFINITIONS

 

0.1. The terms “herein,” “hereof,” and “hereunder” and words of similar import refer to this Amendment No.12 and capitalized terms used herein and not otherwise defined in this Amendment No.12 will have the meanings assigned to them in the Purchase Agreement (as defined below).

 

0.2. Purchase Agreement means the Second A320 Family Purchase Agreement together with Amendments Nos.1 to 11 thereto.

 

1. SCOPE

 

1.1 The Buyer has requested and the Seller has agreed to hereby (i) convert three (3) Aircraft as set forth in Clause 2 below, (ii) identify certain Aircraft as [***] and others as [***], as set forth in Clause 3 below and (iii) notify the Scheduled Delivery Month for certain Aircraft as set forth in Clause 4 below.

 

1.2 [***].

 

2 AIRCRAFT [***]

 

2.1 The Buyer has requested and the Seller has agreed to [***] A319-100 corresponding to Aircraft rank 61, Aircraft rank 63 and Aircraft rank 89 [***] Aircraft as set out in the table here below:

 

Rank number

   

Original Scheduled
Delivery Month

   

Revised

Scheduled

Delivery Month

   

Original

Aircraft Type

   

Revised

Aircraft

Type

   

Aircraft Batch

61

    [***]    [***]    A319-100    A320-200    Second Batch of Incremental Aircraft

63

    [***]    [***]    A319-100    A320-200    Second Batch of Incremental Aircraft

89

    [***]    [***]    A319-100    A320-200    2010 Incremental Aircraft

With the above conversion, the provisions and obligations set forth in Letter Agreement No.5B to the Amendment No.5 in relation to the Second Batch of Incremental Aircraft and Letter Agreement No.5 to the Amendment No.9 in relation to the 2010 Incremental Aircraft so converted shall herewith be considered fulfilled in their entirety with regard to the Aircraft rank 61, Aircraft rank 63 and Aircraft rank 89; and neither Party shall have any further rights and or obligations under the Amendment No.9 or Amendment No.5 toward the other Party with respect thereto.

For the avoidance of doubt, the Aircraft rank 61, Aircraft rank 63 and Aircraft rank 89, now being A320 Aircraft, shall be [***].

 

“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
Ref: CT1202039   5/11   

2.2 As a result of the Aircraft conversion set forth in clause 2.1 above the Parties agree to delete in its entirety clause 1.1 of Amendment No.5 as amended and replace it as follows:

QUOTE

 

  1.1. “The Seller shall sell and deliver and the Buyer shall buy and take delivery of two (2) A319-100 aircraft, twenty eight (28) A320-200 aircraft (respectively the “A319 Aircraft”, the “A320 Aircraft”) upon the terms and conditions contained in this Amendment No.5 (hereinafter for the purposes of this Amendment No.5 collectively the “Incremental Aircraft.”)

UNQUOTE

The Parties also agree to delete in its entirety clause 1.1 of Amendment No.9, and replace it as follows:

QUOTE

 

  1.1. “The Seller shall sell and deliver and the Buyer shall buy and take delivery of four (4) A319-100 aircraft, thirty six (36) A320-200 aircraft and ten (10) A321-200 aircraft (respectively the “2010 A319 Aircraft”, the “2010 A320 Aircraft” and the “2010 A321 Aircraft”) upon the terms and conditions contained in this Amendment No.9 (hereinafter for the purposes of this Amendment No.9 collectively the “2010 Incremental Aircraft.”)

UNQUOTE

2.3 PREDELIVERY PAYMENT

As a result of the Aircraft conversion set forth in Clause 2.1 above, the Parties hereby agree, that upon signature of this Amendment No.12, the Buyer shall with respect to Aircraft rank 61, Aircraft rank 63 and Aircraft rank 89, [***] Predelivery Payments due in accordance with the Predelivery Payment schedule set out in Paragraph 1 of Letter Agreement No.1B to Amendment No. 5 for Aircraft rank 61 and Aircraft rank 63 and in accordance with the Predelivery Payment schedule set out in Paragraph 1 of Letter Agreement No.1 to Amendment No.9 for Aircraft rank 89, as amended by this Amendment No.12.

2.4 PROPULSION SYSTEMS SELECTION

The Buyer hereby selects the following Propulsion Systems for Aircraft rank 86 through, and including, Aircraft Rank 115:

for each A319 Aircraft: [***],

for each A320 Aircraft: [***], and

for each A321 Aircraft: [***].

Notwithstanding the above selection, the Buyers rights pursuant to Clause 1.3.2 of the Second A320 Family Purchase Agreement, as amended by paragraph 2.2.3 of Amendment No.9, remain in full force and effect.

 

“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
Ref: CT1202039   6/11   

3 SHARKLETS

 

3.1

Clause 3 of Amendment No 10 and the last 3 paragraphs in Clause 4 of Amendment No 11 are deleted in there entirety.

 

3.2

The A320 Aircraft identified as rank 56, 69, 71, 81 and 82 will be [***] (as defined in Letter Agreement No 8 to Amendment No 9).

 

3.3

The 2010 A320 Aircraft identified as rank 83, rank 84 and each A320 Aircraft and 2010 A320 Aircraft, with a Scheduled Delivery Month from, and including, [***] (as set forth in Paragraph 5 below), will be [***] (as defined in Letter Agreement No 8 to Amendment No 9).

 

3.4 The Buyer and Seller agree the 2010 A321 Aircraft identified as rank 87 and each 2010 A321 Aircraft, with a Scheduled Delivery Month from, and including, [***] (as set forth in Paragraph 5 below) will be [***].

 

3.5 The Sharklets SCN for A320 Aircraft and 2010 A320 Aircraft is attached hereto as Appendix A and will be considered fully executed by the parties on the date hereof. [***].

 

3.6 The Seller commitments contained in this Paragraph 3 remain subject to certification of the Sharklets for the applicable A320 Family aircraft type by EASA and the later validation of the certification dossier by the FAA for the A320 Family aircraft.

 

4. NOTIFICATION OF SCHEDULE DELIVERY MONTHS

The Seller hereby notifies the Buyer of the Scheduled Delivery Month for the following Aircraft:

 

  •  

for the A320 Aircraft n°63: [***]

 

  •  

for the A320 Aircraft n°92: [***]

 

  •  

for the A320 Aircraft n°93: [***]

 

  •  

for the A321 Aircraft n°94: [***]

 

5. DELIVERY SCHEDULE

With reference to Aircraft bearing rank numbers 46 to 125, the Parties hereby agree to delete clause 9.1 of the Second A320 Family Purchase Agreement, as substituted by clause 2.1.1 of Amendment No.5, clause 2 of Amendment No.7, clauses 2 and 3 of Amendment No.8, clause 2.1.1 of Amendment No.9, clause 5 of Amendment No. 10 and clause 4 of Amendment No. 11, in its entirely and replace it with the following:

QUOTE

9.1 Delivery schedule

 

“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
Ref: CT1202039   7/11   

9.1.1 Subject to the provisions of Clauses 2, 7, 8, 10 and 18 the Seller shall have the Aircraft ready for Delivery at the Delivery Location in accordance with the following schedule:

 

Scheduled Delivery
Months or Scheduled
Delivery Quarters

   

Rank
number

   

Aircraft

type

   

Aircraft defined as

2011  

July

    53    A320-200    First Batch of Incremental Aircraft
 

July

    55    A320-200    First Batch of Incremental Aircraft
 

August

    46    A320-200    First Batch of Incremental Aircraft
 

September

    47    A320-200    First Batch of Incremental Aircraft
 

October

    48    A320-200    First Batch of Incremental Aircraft
 

November

    49    A320-200    First Batch of Incremental Aircraft
 

November

    50    A320-200    First Batch of Incremental Aircraft
 

October

    51    A319-100    First Batch of Incremental Aircraft
 

November

    52    A320-200    First Batch of Incremental Aircraft
 

December

    62    A320-200    First Batch of Incremental Aircraft
2012  

January

    54    A319-100    Second Batch of Incremental Aircraft
 

March

    76    A319-100    2010 Incremental Aircraft
 

April

    64    A320-200    Second Batch of Incremental Aircraft
 

May

    66    A320-200    Second Batch of Incremental Aircraft
 

June

    77    A320-200    2010 Incremental Aircraft
 

July

    78    A320-200    2010 Incremental Aircraft
 

July

    65    A320-200    Second Batch of Incremental Aircraft
 

August

    67    A320-200    Second Batch of Incremental Aircraft
 

September

    79    A320-200    2010 Incremental Aircraft
 

October

    80    A320-200    2010 Incremental Aircraft
 

November

    68    A320-200    Second Batch of Incremental Aircraft
 

December

    69    A320-200    Second Batch of Incremental Aircraft
[***]  

[***]

    82    A320-200    2010 Incremental Aircraft
 

[***]

    81    A320-200    2010 Incremental Aircraft
 

[***]

    56    A320-200    Second Batch of Incremental Aircraft
 

[***]

    71    A320-200    Second Batch of Incremental Aircraft
 

[***]

    83    A320-200    2010 Incremental Aircraft
 

[***]

    84    A320-200    2010 Incremental Aircraft
 

[***]

    73    A320-200    Second Batch of Incremental Aircraft
 

[***]

    85    A320-200    2010 Incremental Aircraft
 

[***]

    58    A320-200    Second Batch of Incremental Aircraft
 

[***]

    59    A320-200    Second Batch of Incremental Aircraft
 

[***]

    74    A320-200    Second Batch of Incremental Aircraft
 

[***]

    60    A320-200    Second Batch of Incremental Aircraft
 

[***]

    75    A320-200    Second Batch of Incremental Aircraft
 

[***]

    70    A320-200    Second Batch of Incremental Aircraft
[***]  

[***]

    61    A320-200    Second Batch of Incremental Aircraft
 

[***]

    86    A320-200    2010 Incremental Aircraft
 

[***]

    87    A321-200    2010 Incremental Aircraft
 

[***]

    88    A321-200    2010 Incremental Aircraft
 

[***]

    57    A320-200    Second Batch of Incremental Aircraft
 

[***]

    89    A320-200    2010 Incremental Aircraft
 

[***]

    90    A321-200    2010 Incremental Aircraft

 

“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
Ref: CT1202039   8/11   

 

[***]

    91    A321-200    2010 Incremental Aircraft
 

[***]

    63    A320-200    Second Batch of Incremental Aircraft
 

[***]

    92    A320-200    2010 Incremental Aircraft
 

[***]

    93    A320-200    2010 Incremental Aircraft
 

[***]

    94    A321-200    2010 Incremental Aircraft
 

[***]

    72    A320-200    Second Batch of Incremental Aircraft
 

[***]

    95    A320-200    2010 Incremental Aircraft
 

[***]

    96    A320-200    2010 Incremental Aircraft
 

[***]

    97    A320-200    2010 Incremental Aircraft
 

[***]

    98    A321-200    2010 Incremental Aircraft

[***]

  

[***]

    99    A320-200    2010 Incremental Aircraft
 

[***]

    100    A320-200    2010 Incremental Aircraft
 

[***]

    101    A321-200    2010 Incremental Aircraft
 

[***]

    102    A320-200    2010 Incremental Aircraft
 

[***]

    103    A320-200    2010 Incremental Aircraft
 

[***]

    104    A320-200    2010 Incremental Aircraft
 

[***]

    105    A321-200    2010 Incremental Aircraft
 

[***]

    106    A320-200    2010 Incremental Aircraft
 

[***]

    107    A320-200    2010 Incremental Aircraft
 

[***]

    108    A320-200    2010 Incremental Aircraft
 

[***]

    109    A321-200    2010 Incremental Aircraft
 

[***]

    110    A320-200    2010 Incremental Aircraft
 

[***]

    111    A320-200    2010 Incremental Aircraft
 

[***]

    112    A320-200    2010 Incremental Aircraft
 

[***]

    113    A321-200    2010 Incremental Aircraft

[***]

  

[***]

    114    A319-100    2010 Incremental Aircraft
 

[***]

    115    A319-100    2010 Incremental Aircraft
 

[***]

    116    A319-100    2010 Incremental Aircraft
 

[***]

    117    A320-200    2010 Incremental Aircraft
 

[***]

    118    A320-200    2010 Incremental Aircraft
 

[***]

    119    A320-200    2010 Incremental Aircraft
 

[***]

    120    A320-200    2010 Incremental Aircraft
 

[***]

    121    A320-200    2010 Incremental Aircraft
 

[***]

    122    A320-200    2010 Incremental Aircraft
 

[***]

    123    A320-200    2010 Incremental Aircraft
 

[***]

    124    A320-200    2010 Incremental Aircraft
 

[***]

    125    A320-200    2010 Incremental Aircraft

9.1.2 [***].

9.1.3 The Seller shall notify the Buyer, [***] of the concerned delivery quarter (the “Scheduled Delivery Quarter”), of the delivery month in respect of each such Aircraft. Each of such delivery months shall be, with respect to the corresponding Aircraft, the “Scheduled Delivery Month”.

UNQUOTE

 

“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
Ref: CT1202039   9/11   

6. EFFECT OF THE AMENDMENT

 

6.1 This Amendment No.12 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.

 

6.2 The Purchase Agreement shall be deemed amended to the extent provided in this Amendment No.12 and, except as specifically amended hereby, shall continue in full force and effect in accordance with its original terms.

 

6.3 The Parties agree that this Amendment No.12 shall constitute an integral, non-severable part of the Purchase Agreement and be governed by all of its provisions.

 

6.4 In the event of any inconsistency between the terms and conditions of the Purchase Agreement and those of the present Amendment No.12, the latter shall prevail to the extent of such inconsistency, whereas the part not concerned by such inconsistency shall remain in full force and effect.

 

6.5 This Amendment No.12 will not be modified or varied except by an instrument in writing executed by both Parties.

 

6.6 Each of the Parties hereto agree that the provisions of this Amendment No.12 are personal to it and will not without the prior written consent of the other Parties disclose such information to any other Party. [***].

 

6.7 The Parties agree that clause 21 of the Second A320 Family Purchase Agreement shall govern the assignability and transferability of each Party’s rights and obligations under this Amendment No.12.

 

6.8 This Amendment No.12 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.

 

6.9 This Amendment No.12 shall be governed by and construed in accordance with the laws of England.

 

“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
Ref: CT1202039   10/11   

IN WITNESS WHEREOF this Amendment No.12 to the Second A320 Family Purchase Agreement was duly entered into the day and year first above written.

 

Agreed and Accepted     Agreed and Accepted
For and on behalf of     For and on behalf of
LATAM AIRLINES GROUP S.A.     AIRBUS S.A.S
By:  

 

     By:  

 

Its:  

 

     Its:  

 

Date:  

 

     Date:  

 

LATAM AIRLINES GROUP S.A.      

By:

  

 

      

Its:

  

 

      

Date:

  

 

      

 

“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
Ref: CT1202039   11/11