EX-4.1.8 2 d896640dex418.htm EX-4.1.8 EX-4.1.8

Exhibit 4.1.8

AMENDMENT No. 14

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.

 

A320F - LAN - AMDT 14 - Second A320 Family PA
Ref: CT1202039 1 /10

 

This amendment No.14 to the Second A320 Family Purchase Agreement (as defined below) is entered into as of 31 March, 2014, 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”

 

A320F - LAN - AMDT 14 - Second A320 Family PA
Ref: CT1202039 2 /10

 

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 sate 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 form 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.

 

A320F - LAN - AMDT 14 - Second A320 Family PA
Ref: CT1202039 3 /10

 

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 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 fourth quarter 2012 and the first quarter 2013.

 

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 entered into 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 80, (ii) the identification of certain Aircraft as Sharklet installed Aircraft and others as Sharklet Capable Aircraft, and (iii) the notification of the Scheduled Delivery Month for certain Aircraft.

 

A320F - LAN - AMDT 14 - Second A320 Family PA
Ref: CT1202039 4 /10

 

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

Q. The Buyer and the Seller entered into amendment No. 13 to the Second A320 Family Purchase Agreement (the “Amendment No. 13”) covering, among other related commercial matters, (i) the conversion of certain Aircraft type and (ii) the postponement of certain Aircraft scheduled delivery months/quarters.

 

R. The Buyer and the Seller wish to enter into this amendment No. 14 to the Second A320 Family Purchase Agreement (the “Amendment No. 14”) covering the [***] of the Scheduled Delivery Month of one Aircraft.

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. 14 and capitalized terms used herein and not otherwise defined in this Amendment No. 14 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 13 thereto.

 

1. SCOPE

 

1.1 The Buyer has requested and the Seller has agreed to hereby [***] the Scheduled Delivery Month of one Aircraft as set forth in Clause 2 below.

 

1.2 [***]

 

2. AIRCRAFT RESCHEDULING

 

2.1 The Parties agree to [***] the Scheduled Delivery Month of Aircraft rank 101 from [***]

 

A320F - LAN - AMDT 14 - Second A320 Family PA
Ref: CT1202039 5 /10

 

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

2.2 The following table sets out the rescheduling described in clause 2.1 above here below:

 

Rank

number

   

Original Scheduled
Delivery Month

   

Revised

Scheduled

Delivery Month

   

Original

Aircraft

Type

   

Revised

Aircraft

Type

   

Aircraft Batch

101

    [***]    [***]    A321-200    A321-200    2010 incremental Aircraft

 

3. 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, clause 4 of Amendment No.11, clause 5 of Amendment No.12 and clause 5 of Amendment No.13, in its entirely and replace it with the following:

QUOTE

9.1 Delivery schedule

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

 

A320F - LAN - AMDT 14 - Second A320 Family PA   
Ref: CT1202039    6 /10   

 

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

  2013    January   82      A320-200    2010 Incremental Aircraft
January   81      A320-200    2010 Incremental Aircraft
February   56      A320-200    Second Batch of Incremental Aircraft
February   71      A320-200    Second Batch of Incremental Aircraft
April   83      A320-200    2010 Incremental Aircraft
April   84      A320-200    2010 Incremental Aircraft
May   73      A320-200    Second Batch of Incremental Aircraft
May   85      A320-200    2010 Incremental Aircraft
July   58      A320-200    Second Batch of Incremental Aircraft
July   59      A320-200    Second Batch of Incremental Aircraft
August   74      A320-200    Second Batch of Incremental Aircraft
October   60      A320-200    Second Batch of Incremental Aircraft
November   75      A320-200    Second Batch of Incremental Aircraft
December   70      A320-200    Second Batch of Incremental Aircraft
  2014    January   81      A320-200    Second Batch of Incremental Aircraft
February   86      A320-200    Second Batch of Incremental Aircraft
February   87      A321-200    2010 Incremental Aircraft
April   57      A320-200    2010 Incremental Aircraft
May   88      A321-200    Second Batch of Incremental Aircraft
June   89      A320-200    2010 Incremental Aircraft
June   90      A321-200    2010 Incremental Aircraft
June   91      A321-200    2010 Incremental Aircraft
July   63      A320-200    2010 Incremental Aircraft
December   94      A321-200    Second Batch of Incremental Aircraft
December   98      A321-200    2010 Incremental Aircraft
December   101      A321-200    2010 Incremental Aircraft
  102      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
  92      A321-200    2010 Incremental Aircraft
  117      A320-200    2010 Incremental Aircraft
  118      A320-200    2010 Incremental Aircraft

 

A320F - LAN - AMDT 14 - Second A320 Family PA
Ref: CT1202039 7 /10

 

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

  [***]      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
  93      A321-200    2010 Incremental Aircraft
  72      A321-200    Second Batch of Incremental Aircraft
  95      A321-200    2010 Incremental Aircraft
[***]   [***]      96      A321-200    2010 Incremental Aircraft
  97      A321-200    2010 Incremental Aircraft
  99      A321-200    2010 incremental Aircraft
  100      A321-200    2010 incremental Aircraft
  103      A321-200    2010 incremental Aircraft

 

9.1.2 [***]

 

9.1.3 [***]

UNQUOTE

 

4. EFFECT OF THE AMENDMENT

 

4.1 This Amendment No.14 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.

 

4.2 The Purchase Agreement shall be deemed amended to the extent provided in this Amendment No.14 and, except as specifically amended hereby, shall continue in full force and effect in accordance with its original terms.

 

4.3 The Parties agree that this Amendment No.14 shall constitute an integral, non-severable part of the Purchase Agreement and be governed by all of its provisions.

 

4.4 In the event of any inconsistency between the terms and conditions of the Purchase Agreement and those of the present Amendment No.14, 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.

 

A320F - LAN - AMDT 14 - Second A320 Family PA
Ref: CT1202039 8 /10

 

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

4.5 This Amendment No.14 will not be modified or varied except by an instrument in writing executed by both Parties.

 

4.6 Each of the Parties hereto agree that the provisions of this Amendment No.14 are personal to it and will not without the prior written consent of the other Parties disclose such information to any other Party. However. [***]

 

4.7 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.14.

 

4.8 This Amendment No.14 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.

 

4.9 This Amendment No.14 shall be governed by and construed in accordance with the laws of England.

 

 

A320F - LAN - AMDT 14 - Second A320 Family PA
Ref: CT1202039 9 /10

 

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

IN WITNESS WHEREOF this Amendment No.14 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
  LOGO     By:   /s/ Patrick de Castelbajac
      Its:   Vice President Contracts
      Date:    
LATAM AIRLINES GROUP S.A.    

 

LOGO

 

A320F - LAN - AMDT 14 - Second A320 Family PA   
Ref: CT1202039    10 /10   

 

AMENDMENT No. 15

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.

 

A320F - LAN - AMDT 15 - Second A320 Family PA
Ref: CT1202039 1/11

 

This amendment No. 15 to the Second A320 Family Purchase Agreement (as defined below) is entered into as of 16 May, 2014, 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:

Edificlo 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”

 

A320F - LAN - AMDT 15 - Second A320 Family PA
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.

 

A320F - LAN - AMDT 15 - Second A320 Family PA
Ref: CT1202039 3/11

 

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 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 fourth quarter 2012 and the first quarter 2013.

 

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 entered into 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 Sharklet installed Aircraft and others as Sharklet Capable Aircraft, and (iii) the notification of the Scheduled Delivery Month for certain Aircraft.

 

A320F - LAN - AMDT 15 - Second A320 Family PA
Ref: CT1202039 4/11

 

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

Q. The Buyer and the Seller entered into amendment No. 13 to the Second A320 Family Purchase Agreement (the “Amendment No. 13”) covering, among other related commercial matters, (i) the conversion of certain Aircraft type and (ii) the [***] of certain Aircraft scheduled delivery months/quarters.

 

R. The Buyer and the Seller entered into amendment No. 14 to the Second A320 Family Purchase Agreement (the “Amendment No. 14”) covering the [***] of the Scheduled Delivery Month of one Aircraft.

 

S. The Buyer converted three Aircraft identified by rank 114, 115 and 116 from A319-100 Aircraft to A320-200 Aircraft with notice provided to the Seller on [***]

 

T. The Buyer and the Seller wish to enter into this amendment No. 15 to the Second A320 Family Purchase Agreement (the “Amendment No. 15”) covering rescheduling of certain scheduled delivery months/quarters.

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.15 and capitalized terms used herein and not otherwise defined in this Amendment No.15 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 14 thereto.

 

1. SCOPE

 

1.1 The Buyer has requested and the Seller has agreed to hereby i) advance the Scheduled Delivery Month (or Scheduled Delivery Quarter if the month has not been notified) of four Aircraft which are subject to the Purchase Agreement, ii) defer the Scheduled Delivery Month of four Aircraft which are subject to the Purchase Agreement and iii) convert the aircraft type of three Aircraft which are subject to the Purchase Agreement, as set forth in Clause 2 below.

 

1.2 [***]

 

A320F - LAN - AMDT 15 - Second A320 Family PA
Ref: CT1202039 5/11

 

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

2. AIRCRAFT DELIVERIES

 

2.1 The Buyer converted three (3) Aircraft, rank 114, 115 and 116, from the A319-100 type to the A320-200 type with notification sent to and accepted by the Seller on [***]

 

2.2 The Parties agree to [***] the Scheduled Delivery Month of Aircraft rank 96, 93, 72 and 103 from [***] in respect of Aircraft rank 96, to [***] and from [***] in respect of Aircraft rank 93 and 72, to respectively, and from [***] in respect of Aircraft rank 103, to

 

2.3 The Parties agree to [***] the Scheduled Delivery Month of Aircraft rank 102, 104, 106 and 107 from [***] and [***] respectively, to for each such Aircraft.

 

2.4 The following table sets out the conversion described in clause 2.1 above here below:

 

Rank

number

    Scheduled Delivery
Month		    Original
Aircraft Type		    Revised
Aircraft Type		    Aircraft Batch

114

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

115

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

116

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

 

2.5 The following table sets out the rescheduling described in clause 2.2 and 2.3 above here below:

 

Rank

number

    Original Scheduled
Delivery Month		    Revised
Scheduled
Delivery Month		    Aircraft
Type		    Aircraft Batch

96

    [***]    [***]    A321-200    2010 Incremental
Aircraft

93

    [***]    [***]    A321-200    2010 Incremental
Aircraft

72

    [***]    [***]    A321-200    Second Batch of
Incremental Aircraft

103

    [***]    [***]    A321-200    2010 Incremental
Aircraft

 

A320F - LAN - AMDT 15 - Second A320 Family PA   
Ref: CT1202039    6/11   

 

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

102

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

104

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

106

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

107

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

 

2.6 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. 9 and replace it as follows:

QUOTE

 

  1.1. “The Seller shall sell and deliver and the Buyer shall buy and take delivery of one (1) A319-100 aircraft, thirty one (31) A320-200 aircraft and eighteen (18) 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

 

2.7 PREDELIVERY PAYMENT

As a result of the Aircraft conversions and rescheduling set forth in Clause 2.1, 2.2, and 2.3 above, the Parties hereby agree, that upon signature of this Amendment No. 15, [***] being the amount previously paid by the Buyer in respect of such Aircraft and no longer due in accordance with the Predelivery Payment schedule and this amount will be applied to the next pre-delivery payments becoming due under the Agreement.

 

2.8 PROPULSION SYSTEM SELECTION

The Buyer hereby selects the following Propulsion Systems for Aircraft rank 96:

CFM INTERNATIONAL 56-5B3/3

 

3. 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, as modified by clause 2 of Amendment No.7 and clauses 2 and 3 of Amendment No.8, as substituted by clause 2.1.1 of Amendment No.9, clause 5 of Amendment No.10, clause 4 of Amendment No.11, clause 5 of Amendment No.12 clause 5 of Amendment No.13 and clause 3 of Amendment No.14, in its entirely and replace it with the following:

 

A320F - LAN - AMDT 15 - Second A320 Family PA
Ref: CT1202039 7/11

 

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

QUOTE

9.1 Delivery schedule

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
2013    January    82    A320-200    2010 Incremental Aircraft
   January    81    A320-200    2010 Incremental Aircraft
   February    56    A320-200    Second Batch of Incremental Aircraft
   February    71    A320-200    Second Batch of Incremental Aircraft
   April    83    A320-200    2010 Incremental Aircraft
   April    84    A320-200    2010 Incremental Aircraft
   May    73    A320-200    Second Batch of incremental Aircraft
   May    85    A320-200    2010 Incremental Aircraft
   July    58    A320-200    Second Batch of Incremental Aircraft
   July    59    A320-200    Second Batch of Incremental Aircraft
   August    74    A320-200    Second Batch of Incremental Aircraft

 

A320F - LAN - AMDT 15 - Second A320 Family PA   
Ref: CT1202039    8/11   

 

October 60     A320-200     Second Batch of Incremental Aircraft
November         75     A320-200 Second Batch of Incremental Aircraft
December 70 A320-200 Second Batch of Incremental Aircraft
    2014     January 61 A320-200 Second Batch of Incremental Aircraft
February 86 A320-200 2010 Incremental Aircraft
February 87 A321-200 2010 Incremental Aircraft
April 57 A320-200 Second Batch of incremental Aircraft
May 88 A321-200 2010 Incremental Aircraft
June 89 A320-200 2010 Incremental Aircraft
June 90 A321-200 2010 Incremental Aircraft
June 91 A321-200 2010 Incremental Aircraft
July 63 A320-200 Second Batch of Incremental Aircraft
December 94 A321-200 2010 Incremental Aircraft
December 98 A321-200 2010 Incremental Aircraft
December 101 A321-200 2010 Incremental Aircraft
[***] [***] 105 A321-200 2010 Incremental Aircraft
96 A321-200 2010 Incremental Aircraft
72 A321-200 Second Batch of Incremental Aircraft
108 A320-200 2010 Incremental Aircraft
109 A321-200 2010 Incremental Aircraft
93 A321-200 2010 Incremental Aircraft
110 A320-200 2010 Incremental Aircraft
111 A320-200 2010 Incremental Aircraft
103 A321-200 2010 Incremental Aircraft
112 A320-200 2010 Incremental Aircraft
113 A321-200 2010 Incremental Aircraft
[***] [***] 92 A321-200 2010 Incremental Aircraft
114 A320-200 2010 Incremental Aircraft
115 A320-200 2010 Incremental Aircraft
116 A320-200 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
102 A320-200 2010 Incremental Aircraft
104 A320-200 2010 Incremental Aircraft
106 A320-200 2010 Incremental Aircraft
107 A320-200 2010 Incremental Aircraft
95 A321-200 2010 Incremental Aircraft
97 A321-200 2010 Incremental Aircraft
[***] [***] 99 A321-200 2010 Incremental Aircraft
[***] 100 A321-200 2010 Incremental Aircraft

 

A320F - LAN - AMDT 15 - Second A320 Family PA
Ref: CT1202039 9/11

 

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

  9.1.2 [***]

 

  9.1.3 [***]

UNQUOTE

 

4. EFFECT OF THE AMENDMENT

 

4.1 This Amendment No.15 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.

 

4.2 The Purchase Agreement shall be deemed amended to the extent provided in this Amendment No.15 and, except as specifically amended hereby, shall continue in full force and effect in accordance with its original terms.

 

4.3 The Parties agree that this Amendment No.15 shall constitute an integral, non-severable part of the Purchase Agreement and be governed by all of its provisions.

 

4.4 In the event of any inconsistency between the terms and conditions of the Purchase Agreement and those of the present Amendment No.15, 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.

 

4.5 This Amendment No.15 will not be modified or varied except by an instrument in writing executed by both Parties.

 

4.6 Each of the Parties hereto agree that the provisions of this Amendment No.15 are personal to it and will not without the prior written consent of the other Party disclose such information to any other person. However, [***]

 

A320F - LAN - AMDT 15 - Second A320 Family PA
Ref: CT1202039 10/11

 

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

[***]

 

4.7 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. 15.

 

4.8 This Amendment No. 15 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.

 

4.9 This Amendment No. 15 shall be governed by and construed in accordance with the laws of England.

 

A320F - LAN - AMDT 15 - Second A320 Family PA
Ref: CT1202039 11/11

 

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

IN WITNESS WHEREOF this Amendment No.15 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: /s/ Roberto Alvo By: /s/ Christophe Mourey
ROBERTO ALVO Christophe Mourey
Its: Chief Corporate Officer Its: Senior Vice President Contracts
LATAM Airlines Group
Date:   Date:  
LATAM AIRLINES GROUP S.A.

 

LOGO

 

A320F - LAN - AMDT 15 - Second A320 Family PA
Ref: CT1202039 12/11

AMENDMENT No. 16

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.

 

A320F - LAN - AMDT 16 - Second A320 Family PA
Ref: CT1202039 1/11

 

This amendment No.16 to the Second A320 Family Purchase Agreement (as defined below) is entered into as of 15th July, 2014, 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”

 

A320F - LAN - AMDT 16 - Second A320 Family PA
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.

 

A320F - LAN - AMDT 16 - Second A320 Family PA
Ref: CT1202039 3/11

 

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 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 fourth quarter 2012 and the first quarter 2013.

 

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 entered into 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 Sharklet Installed Aircraft and others as Sharklet Capable Aircraft, and (iii) the notification of the Scheduled Delivery Month for certain Aircraft.

 

A320F - LAN - AMDT 16 - Second A320 Family PA
Ref: CT1202039 4/11

 

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

Q. The Buyer and the Seller entered into amendment No. 13 to the Second A320 Family Purchase Agreement (the “Amendment No, 13”) covering, among other related commercial matters, (i) the conversion of certain Aircraft type and (ii) the [***] of certain Aircraft scheduled delivery months/quarters.

 

R. The Buyer and the Seller entered into amendment No. 14 to the Second A320 Family Purchase Agreement (the “Amendment No. 14”) covering the [***] of the Scheduled Delivery Month of one Aircraft.

 

S. The Buyer converted three Aircraft identified by rank 114, 115 and 116 from A319-100 Aircraft to A320-200 Aircraft by providing notice to the Seller on [***]

 

T. The Buyer and the Seller entered into amendment No. 15 to the Second A320 Family Purchase Agreement (the “Amendment No. 15”) covering the rescheduling of the Scheduled Delivery Month of certain Aircraft.

 

U. The Buyer and the Seller entered into an A320 NEO Purchase Agreement, dated June 22, 2011, as amended, supplemented or otherwise modified to and including the date hereof (the “A320 NEO Purchase Agreement”) whereby the Seller shall sell and deliver and the Buyer shall take delivery of certain A320 neo aircraft (the “A320 NEO Aircraft”).

 

V. The Buyer and the Seller wish to enter into this amendment No. 16 to the Second A320 Family Purchase Agreement (the “Amendment No. 16”) covering [***] conversion of certain Aircraft.

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.16 and capitalized terms used herein and not otherwise defined in this Amendment No.16 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 15 thereto.

 

1. SCOPE

 

1.1 The Buyer has requested and the Seller has agreed to hereby [***] convert twelve (12) 2010 Incremental Aircraft which are subject to the Purchase Agreement to A320 NEO Aircraft as set forth in Clause 2 below.

 

A320F - LAN - AMDT 16 - Second A320 Family PA
Ref: CT1202039 5/11

 

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

1.2 [***]

 

2. AIRCRAFT DELIVERIES

 

2.1 The Buyer has requested and the Seller has agreed to [***] except as otherwise specified in this Amendment No. 16 and the Second BSA.

 

2.2 The Buyer has requested and the Seller has agreed to hereby convert 12 (twelve) Aircraft identified in Clause 9.1.1 of the Purchase Agreement by rank number 114 through and including rank number 125 to A320 NEO Aircraft (as such term is defined above) and such Aircraft will be cancelled in this Agreement and the Parties will have no further rights or obligations in respect of such Aircraft except as otherwise specified in this Amendment No. 16 and such A320 NEO Aircraft will be firmly ordered by the Buyer pursuant to the A320 NEO Purchase Agreement, as amended by amendment No.2 to such agreement.

 

2.3 As a result of the Aircraft conversions [***] set forth in clauses 2.1 and 2.2 above the Parties agree to delete in its entirety clause 1.1 of Amendment No.9 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 one (1) A319-100 aircraft, fifteen (15) A320-200 aircraft and eighteen (18) 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

 

2.4 PREDELIVERY PAYMENT

As a result of the Aircraft [***] conversions set forth in Clause 2.1 and 2.2 above, the Parties hereby agree, that upon signature of this Amendment No. 16, [***] being the amount previously paid by the Buyer in respect of such Aircraft and no longer due in accordance with the Purchase Agreement and from such amount [***] in accordance with the terms [***] and the balance in the amount of [***] will be applied to the next pre-delivery payments becoming due under the Purchase Agreement.

 

A320F - LAN - AMDT 16 - Second A320 Family PA
Ref: CT1202039 6/11

 

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

3. 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, as modified by clause 2 of Amendment No.7 and clauses 2 and 3 of Amendment No.8, as substituted by clause 2.1.1 of Amendment No.9, clause 5 of Amendment No.10, clause 4 of Amendment No.11, clause 5 of Amendment No.12 clause 5 of Amendment No.13, clause 3 of Amendment No.14 and clause 3 of Amendment No.15, in its entirely and replace it with the following:

QUOTE

9.1 Delivery schedule

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

 

A320F - LAN - AMDT 16 - Second A320 Family PA   
Ref: CT1202039    7/11   

 

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

December 69 A320-200 Second Batch of Incremental Aircraft
2013 January 82 A320-200 2010 Incremental Aircraft
January 81 A320-200 2010 Incremental Aircraft
February 56 A320-200 Second Batch of Incremental Aircraft
February 71 A320-200 Second Batch of Incremental Aircraft
April 83 A320-200 2010 Incremental Aircraft
April 84 A320-200 2010 Incremental Aircraft
May 73 A320-200 Second Batch of Incremental Aircraft
May 85 A320-200 2010 Incremental Aircraft
July 58 A320-200 Second Batch of Incremental Aircraft
July 59 A320-200 Second Batch of Incremental Aircraft
August 74 A320-200 Second Batch of Incremental Aircraft
October 60 A320-200 Second Batch of Incremental Aircraft
November 75 A320-200 Second Batch of incremental Aircraft
December 70 A320-200 Second Batch of Incremental Aircraft
2014 January 61 A320-200 Second Batch of Incremental Aircraft
February 86 A320-200 2010 Incremental Aircraft
February 87 A321-200 2010 Incremental Aircraft
April 57 A320-200 Second Batch of Incremental Aircraft
May 88 A321-200 2010 Incremental Aircraft
June 89 A320-200 2010 Incremental Aircraft
June 90 A321-200 2010 Incremental Aircraft
June 91 A321-200 2010 Incremental Aircraft
July 63 A320-200 Second Batch of Incremental Aircraft
December 94 A321-200 2010 Incremental Aircraft
December 98 A321-200 2010 Incremental Aircraft
December 101 A321-200 2010 Incremental Aircraft
[***] [***] 105 A321-200 2010 Incremental Aircraft
96 A321-200 2010 Incremental Aircraft
72 A321-200 Second Batch of Incremental Aircraft
108 A320-200 2010 Incremental Aircraft
109 A321-200 2010 Incremental Aircraft
93 A321-200 2010 Incremental Aircraft
110 A320-200 2010 Incremental Aircraft
111 A320-200 2010 Incremental Aircraft
103 A321-200 2010 Incremental Aircraft
112 A320-200 2010 Incremental Aircraft
113 A321-200 2010 Incremental Aircraft
[***] [***] 92 A321-200 2010 Incremental Aircraft
95 A321-200 2010 Incremental Aircraft
[***] [***] 97 A321-200 2010 Incremental Aircraft
99 A321-200 2010 Incremental Aircraft
100 A321-200 2010 Incremental Aircraft

 

  9.1.2  [***]

 

A320F - LAN - AMDT 16 - Second A320 Family PA
Ref: CT1202039 8/11

 

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

  9.1.3  [***]

UNQUOTE

 

4. EFFECT OF THE AMENDMENT

 

4.1 This Amendment No.16 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.

 

4.2 The Purchase Agreement shall be deemed amended to the extent provided in this Amendment No.16 and, except as specifically amended hereby, shall continue in full force and effect in accordance with its original terms.

 

4.3 The Parties agree that this Amendment No.16 shall constitute an integral, non-severable part of the Purchase Agreement and be governed by all of its provisions.

 

4.4 In the event of any inconsistency between the terms and conditions of the Purchase Agreement and those of the present Amendment No.16, 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.

 

4.5 This Amendment No.16 will not be modified or varied except by an instrument in writing executed by both Parties.

 

4.6 Each of the Parties hereto agree that the provisions of this Amendment No.16 are personal to it and will not without the prior written consent of the other Party disclose such information to any other person. However, [***]

 

4.7 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.16.

 

A320F - LAN - AMDT 16 - Second A320 Family PA
Ref: CT1202039 9/11

 

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

4.8 This Amendment No.16 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.

 

4.9 This Amendment No.16 shall be governed by and construed in accordance with the laws of England.

 

A320F - LAN - AMDT 16 - Second A320 Family PA
Ref: CT1202039 10/11

 

IN WITNESS WHEREOF this Amendment No.16 to the Second A320 Family Purchese Agreement was duly entered into the day and year first above written.

 

Agreed and Accepted

 

For and on behalf of

    

Agreed and Accepted

 

For and on behalf of

LATAM AIRLINES GROUP S.A.     AIRBUS S.A.S
By:   /s/ ROBERTO ALVO     By:    
  ROBERTO ALVO      
Its:  

Chief Corporate Office

LATAM Airlines Group

     Its:    
Date:         Date:    

 

LOGO

 

A320F - LAN - AMDT 16 - Second A320 Family PA    LOGO
Ref: CT1202039    11/11   

 

AMENDMENT No.17

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.

 

A320F - LAN - AMDT 17 - Second A320 Family PA
Ref: CT1202039 Page 1 of 12

 

This amendment No.17 to the Second A320 Family Purchase Agreement (as defined below) is entered into as of December 11, 2014, 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”

 

A320F - LAN - AMDT 17 - Second A320 Family PA
Ref: CT1202039 Page 2 of 12

 

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 safe 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 Saller 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.

 

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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 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 fourth quarter 2012 and the first quarter 2013.

 

O. The Buyer and the Seller entered into an amendment No. 11 to the Second A320 Family Purchase Agreement dated November 8th 2011 (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 entered into amendment No. 12 to the Second A320 Family Purchase Agreement November 19th 2012 (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 Sharklet Installed Aircraft and others as Sharklet Capable Aircraft, and (iii) the notification of the Scheduled Delivery Month for certain Aircraft.

 

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

Q. The Buyer and the Seller entered into amendment No. 13 to the Second A320 Family Purchase Agreement August 19th 2013 (the “Amendment No. 13”) covering, among other related commercial matters, (i) the conversion of certain Aircraft type and (ii) the [***] of certain Aircraft scheduled delivery months/quarters.

 

R. The Buyer and the Seller entered into amendment No. 14 to the Second A320 Family Purchase Agreement March 31st 2014 (the “Amendment No. 14”) covering the of [***] the Scheduled Delivery Month of one Aircraft.

 

S. The Buyer converted three Aircraft Identified by rank 114, 115 and 116 from A319-100 Aircraft to A320-200 Aircraft by providing notice to the Seller on [***]

 

T. The Buyer and the Seller entered Into amendment No. 15 to the Second A320 Family Purchase Agreement May 16th 2014 (the “Amendment No. 15”) covering the rescheduling of the Scheduled Delivery Month of certain Aircraft.

 

U. The Buyer and the Seller entered into an A320 NEO Purchase Agreement, dated June 22, 2011, as amended, supplemented or otherwise modified to and including the date hereof (the “A320 NEO Purchase Agreement”) whereby the Seller shall sell and deliver and the Buyer shall take delivery of certain A320neo aircraft (the “A320 NEO Aircraft”) and A321neo aircraft (“A321 NEO Aircraft”).

 

V. The Buyer and the Seller entered into amendment No. 16 to the Second A320 Family Purchase Agreement July 15th 2014 (the “Amendment No. 16”) covering [***] conversion of certain Aircraft.

 

W. TAM Linhas Aereas S.A. (the “Original Buyer”) and the Seller 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, and as amended supplemented or otherwise modified is hereinafter referred to as the “Original TAM Agreement”.

 

X. The Buyer, Seller and Original Buyer entered into a novation agreement dated 30 October 2014 (the “Novation”) novating the Original TAM Agreement from the Original Buyer to the Buyer (the Original TAM Agreement as novated pursuant to the Novation is hereinafter referred to as the “TAM A320 Agreement”)

 

Y. The Buyer and the Seller wish to enter into this amendment No. 17 to the Second A320 Family Purchase Agreement (the “Amendment No. 17”) covering the conversion of certain Aircraft.

NOW IT IS HEREBY AGREED AS FOLLOWS:

 

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

0. DEFINITIONS

 

0.1. The terms “herein,” “hereof,” and “hereunder” and words of similar Import refer to this Amendment No.17 and capitalized terms used herein and not otherwise defined In this Amendment No.17 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 16 thereto.

 

1. SCOPE

 

1.1 The Buyer has requested and the Seller has agreed to hereby i) convert 4 (four) 2010 Incremental Aircraft of the A320 type which are subject to the Purchase Agreement to A320 NEO Aircraft and ii) convert 4 (four) 2010 Incremental Aircraft of the A321 type which are subject to the Purchase Agreement to A321 NEO Aircraft, as set forth in Clause 2 below.

 

1.2 [***]

 

2. AIRCRAFT DELIVERIES

 

2.1 The Buyer has requested and the Seller has agreed to hereby convert 4 (four) Aircraft Identified in Clause 9.1.1 of the Purchase Agreement by rank numbers 108, 110,111 and 112 to A320 NEO Aircraft (as such term is defined above) and such Aircraft will be cancelled in this Agreement and the Parties will have no further rights or obligations in respect of such Aircraft except as otherwise specified in this Amendment No. 17 and such A320 NEO Aircraft will be firmly ordered by the Buyer pursuant to the A320 NEO Purchase Agreement, as amended by amendment No.3 to such agreement.

 

2.2 The Buyer has requested and the Seller has agreed to hereby convert 4 (four) Aircraft identified in Clause 9.1.1 of the Purchase Agreement by rank numbers 95, 97, 99 and 100 to A321 NEO Aircraft (as such term is defined above) and such Aircraft will be cancelled in this Agreement and the Parties will have no further rights or obligations in respect of such Aircraft except as otherwise specified in this Amendment No. 17 and such A321 NEO Aircraft will be firmly ordered by the Buyer pursuant to the A320 NEO Purchase Agreement, as amended by amendment No.3 to such agreement.

 

2.3 As a result of the Aircraft conversions set forth in clauses 2.1 and 2.2 above the Parties agree to delete in its entirety clause 1.1 of Amendment No.9 as amended and replace it as follows:

 

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

QUOTE

 

1.1. The Seller shall sell and deliver and the Buyer shall buy and take delivery of one (1) A319-100 aircraft, eleven (11) A320-200 aircraft and fourteen (14) 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

 

2.4 PREDELIVERY PAYMENT

As a result of the Aircraft cancellations and conversions set forth in Clause 2.1 and 2.2 above, the Parties hereby agree. that upon signature of this Amendment No. 17 [***] being the amount previously paid by the Buyer in respect of such Aircraft and no longer due in accordance with the Purchase Agreement and from such amount [***] [***] and [***] as amended as of the date hereof, and the balance in the amount of [***] will be applied to [***]

 

3. 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. as modified by clause 2 of Amendment No.7 and clauses 2 and 3 of Amendment N0.8, as substituted by clause 2.1.1 of Amendment No.9, clause 5 of Amendment No.10, clause 4 of Amendment No.11, clause 5 of Amendment No.12 clause 5 of Amendment No.13, clause 3 of Amendment No.14 clause 3 of Amendment No.15 end clause 3 of Amendment No.16, in its entirely and replace it with the following:

QUOTE

 

  9.1 Delivery schedule

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:

 

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

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
2013   January      82       A320-200    2010 Incremental Aircraft
  January      81       A320-200    2010 Incremental Aircraft
  February      56       A320-200    Second Batch of Incremental Aircraft
  February      71       A320-200    Second Batch of Incremental Aircraft
  April      83       A320-200    2010 Incremental Aircraft
  April      84       A320-200    2010 Incremental Aircraft
  May      73       A320-200    Second Batch of Incremental Aircraft
  May      85       A320-200    2010 Incremental Aircraft
  July      58       A320-200    Second Batch of Incremental Aircraft
  July      59       A320-200    Second Batch of Incremental Aircraft
  August      74       A320-200    Second Batch of Incremental Aircraft
  October      60       A320-200    Second Batch of incremental Aircraft
  November      75       A320-200    Second Batch of Incremental Aircraft
  December      70       A320-200    Second Batch of Incremental Aircraft
2014   January      61       A320-200    Second Batch of Incremental Aircraft
  February      86       A320-200    2010 Incremental Aircraft
  February      87       A321-200    2010 Incremental Aircraft
  April      57       A320-200    Second Batch of Incremental Aircraft
  May      88       A321-200    2010 Incremental Aircraft
  June      89       A320-200    2010 Incremental Aircraft
  June      90       A321-200    2010 Incremental Aircraft

 

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June   91    A321-200 2010 Incremental Aircraft
July   63    A320-200 Second Batch of Incremental Aircraft
December   94    A321-200 2010 Incremental Aircraft
December   98    A321-200 2010 Incremental Aircraft
December   101    A321-200 2010 Incremental Aircraft
[***] [***]

 

[***] [***]

   105    A321-200 2010 Incremental Aircraft
  96    A321-200 2010 Incremental Aircraft
  72    A321-200 Second Batch of Incremental Aircraft
  109    A321-200 2010 Incremental Aircraft
  93    A321-200 2010 Incremental Aircraft
  103    A321-200 2010 Incremental Aircraft
  113    A321-200 2010 Incremental Aircraft
  92    A321-200 2010 Incremental Aircraft

9.1.2 [***]

9.1.3 [***]

UNQUOTE

 

4. [***]

Clause 3.2 of Letter Agreement No. 1 to Amendment No.13 to the Purchase Agreement is hereby deleted In its entirety and replace it as follows:

 

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

QUOTE

3.2 Special Condition

[***]

[***]

UNQUOTE

 

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

5. EFFECT OF THE AMENDMENT

 

5.1 This Amendment No.17 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.

 

5.2 The Purchase Agreement shall be deemed amended to the extent provided in this Amendment No.17 and, except as speciffically amended hereby, shall continue in full force and effect in accordance with its original terms.

 

5.3 The Parties agree that this Amendment No.17 shall constitute an integral, non-severable part of the Purchase Agreement and be governed by all of its provisions.

 

5.4 In the event of any inconsistency between the terms and conditions of the Purchase Agreement and those of the present Amendment No.17, 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.

 

5.5 This Amendment No.17 will not be modified or varied except by an instrument in writing executed by both Parties.

 

5.6 Each of the Parties hereto agree that the provisions of this Amendment No.17 are personal to it and will not without the prior written consent of the other Party disclose such information to any other person. However,

[***]

 

5.7 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.17.

 

5.8 This Amendment No.17 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.

 

5.9 This Amendment No.17 shall be governed by and construed in accordance with the laws of England.

 

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

IN WITNESS WHEREOF this Amendment No.17 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

Christophe Mourey

Senior Vice President Contracts

By: /s/ [eligible] By:  
Its:   Its:  
Date:   Date:  

 

LOGO

 

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