EX-4.20.1 4 d896640dex4201.htm EX-4.20.1 EX-4.20.1

Exhibit 4.20.1

AMENDMENT No.1

TO THE

A320 FAMILY PURCHASE AGREEMENT

BETWEEN

LATAM AIRLINES GROUP S.A.

(formerly known as LAN AIRLINES S.A.)

AND

AIRBUS S.A.S.

 

 

A320NEO - LAN - AMDT 1 - A320NEO Family PA
Ref: CT11011951 Page 1 of 5

 

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

This amendment No.1 to the Agreement (as defined below) is entered into as of this 27th day of February 2013, 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

The Buyer and the Seller being collectively referred to as the “Parties’’ and individually as a “Party”.

WHEREAS

 

A. The Buyer and the Seller entered into an A320 NEO Purchase Agreement dated June 22, 2011 covering the purchase by the Buyer and the sale by the Seller of twenty (20) A320 NEO Aircraft and such purchase agreement, together with all exhibits, appendices and letter agreements thereto are together referred to as the “Agreement”.

 

B. The Buyer and the Seller now wish to enter into this amendment No. 1 to the Agreement (the “Amendment No. 1”) covering the [***] the Propulsion Systems.

NOW IT IS HEREBY AGREED AS FOLLOWS:

 

0. DEFINITIONS

The terms “herein,” “hereof,” and “hereunder” and words of similar import refer to this Amendment No.1 and capitalized terms used herein and not otherwise defined in this Amendment No.1 will have the meanings assigned to them in the Agreement.

 

1. SCOPE

The Buyer and the Seller have agreed to [***]

the Propulsion Systems.

 

A320NEO - LAN - AMDT 1 - A320NEO Family PA
Ref: CT11011952 Page 2 of 5

 

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

2. PROPULSION SYSTEMS SELECTION

 

2.1 Paragraph 2.3.2 of the Agreement is deleted in its entirety and replaced with the following:

QUOTE

The Buyer shall provide written notice to the Seller of its choice of Propulsion Systems for the Aircraft by

[***]

UNQUOTE

 

2.2 [***]

 

 

A320NEO - LAN - AMDT 1 - A320NEO Family PA
Ref: CT11011953 Page 3 of 5

 

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

3. EFFECT OF THE AMENDMENT

 

3.1 This Amendment No.1 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.

 

3.2 The Agreement shall be deemed amended to the extent provided in this Amendment No.1 and, except as specifically amended hereby, shall continue in full force and effect in accordance with its original terms.

 

3.3 The Parties agree that this Amendment No.1 shall constitute an integral, non-severable part of the Agreement and be governed by all of its

 

3.4 In the event of any inconsistency between the terms and conditions of the Agreement and those of the present Amendment No.1, 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.

 

3.5 This Amendment No.1 will not be modified or varied except by an instrument in writing executed by both Parties.

 

3.6 The Parties hereby acknowledge and agree that this Amendment is subject to the confidentiality provisions set forth in Clause 22.12 of the Agreement.

 

3.7 The Parties agree that clause 21 of the Agreement shall govern the assignability and transferability of each Party’s rights and obligations under this Amendment No.1.

 

3.8 This Amendment No.1 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.

 

3.9 This Amendment No.1 shall be governed by and construed in accordance with the laws of England.

 

A320NEO - LAN - AMDT 1 - A320NEO Family PA
Ref: CT11011954 Page 4 of 5

 

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

IN WITNESS WHEREOF this Amendment No.1 to the 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

 

 

 LOGO

Chrisophe Mourey

Senior Vice President Contracts

 

 

 Its:  

 

 

 

 Date:  

 

 

LATAM AIRLINES GROUP S.A.
By: /s/ OSCAR AGUAYO
Its: OSCAR AGUAYO

Director Flota Propia

[illegible]

Date:  

 

A320NEO - LAN - AMDT 1 - A320NEO Family PA
Ref: CT11011951 Page 5 of 5

 

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

AMENDMENT No.2

TO THE

A320 FAMILY PURCHASE AGREEMENT

BETWEEN

LATAM AIRLINES GROUP S.A.

(formerly known as LAN AIRLINES S.A.)

AND

AIRBUS S.A.S.

 

 

A320NEO - LAN - AMDT 2 - A320NEO Family PA
Ref: CT11011951 Page 1 of 6

 

This amendment No.2 to the Agreement (as defined below) is entered into as of this 15th day of 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 Huldobro

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”.

WHEREAS

 

A. The Buyer and the Seller entered into an A320 NEO Purchase Agreement dated June 22, 2011 covering the purchase by the Buyer and the sale by the Seller of twenty (20) A320 NEO Aircraft and such purchase agreement, together with all exhibits, appendices and letter agreements thereto are together referred to as the “Agreement”.

 

B. The Buyer and the Seller entered into an amendment No. 1 to the Agreement dated February 27, 2013 (the “Amendment No. 1”) covering the [***] of the date by which the Buyer selects the Propulsion Systems.

 

C. The Buyer and the Seller entered into an A320 family purchase agreement dated March 20,1998 covering the purchase by the Buyer and the sale by the Seller of certain 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”.

 

D. The Buyer and the Seller entered into a deed of amendment and restatement of the Original A320 Family Purchase Agreement, dated August 2, 2000, dividing the Original A320 Family Purchase Agreement into two (2) separate purchase agreements and pursuant to the second such agreement as supplemented with all exhibits, appendices and as amended, supplemented or otherwise modified to and including the date hereof (the “Second A320 Family Purchase Agreement”) whereby, among other matters, the Seller shall sell and deliver and the Buyer shall take delivery of i) 2010 Incremental Aircraft (as such term is defined in the Second A320 Family Purchase Agreement) and ii) Second Batch of Incremental Aircraft (as such term is defined in the Second A320

 

A320NEO - LAN - AMDT 2 - A320NEO Family PA
Ref: CT11011952 Page 2 of 6

 

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

  Family Purchase Agreement). Pursuant to amendment No.16 to the Second A320 Family Purchase Agreement dated of even date herewith, the Parties have agreed to convert twelve (12) 2010 Incremental Aircraft into 2014 Incremental NEO Aircraft (as such term is defined below).

 

E. [***]

 

F. The Buyer and the Seller now wish to enter into this amendment No. 2 to the Agreement (the “Amendment No. 2”) covering the order of 12 (twelve) incremental A320 NEO Aircraft to become the 2014 Incremental NEO Aircraft (as such term is defined below), such aircraft having been converted from 12 (twelve) 2010 Incremental Aircraft (as such term is defined in the Second A320 Family Purchase Agreement), and amending certain terms of the Agreement.

NOW IT IS HEREBY AGREED AS FOLLOWS:

 

0. DEFINITIONS

The terms “herein,” “hereof,” and “hereunder” and words of similar import refer to this Amendment No.2 and capitalized terms used herein and not otherwise defined in this Amendment No.2 will have the meanings assigned to them in the Agreement.

 

1. SCOPE

 

1.1 The Seller shall sell and deliver and the Buyer shall buy and take delivery of 12 (twelve) additional A320 NEO Aircraft upon the terms and conditions contained in this Amendment No.2 (the “2014 Incremental NEO Aircraft”), such 2014 Incremental NEO Aircraft having been converted from 2010 Incremental Aircraft (as such term is defined in the Second A320 Family Purchase Agreement).

 

1.2 All references to “Aircraft” in the Agreement and this Amendment No.2 shall be also deemed to refer to the 2014 Incremental NEO Aircraft unless expressly stipulated otherwise herein.

 

2. 2014 INCREMENTAL NEO AIRCRAFT

 

2.1 DELIVERY SCHEDULE

 

2.1.1 The Parties agree to delete the table contained in clause 9.1.1 of the Agreement in its entirety and replace it with the following:

QUOTE

 

Scheduled Delivery

Quarters

   

Rank

number

   

Aircraft

type

   

Aircraft defined as

[***]    1    A320    NEO Aircraft

 

A320NEO - LAN - AMDT 2 - A320NEO Family PA   
Ref: CT11011953    Page 3 of 6   

 

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

[***] 2 A320 NEO Aircraft
3 A320 NEO Aircraft
4 A320 NEO Aircraft
5 A320 NEO Aircraft
6 A320 NEO Aircraft
7 A320 NEO Aircraft
8 A320 NEO Aircraft
9 A320 NEO Aircraft
10 A320 NEO Aircraft
11 A320 NEO Aircraft
12 A320 NEO Aircraft
13 A320 NEO Aircraft
14 A320 NEO Aircraft
15 A320 NEO Aircraft
16 A320 NEO Aircraft
17 A320 NEO Aircraft
18 A320 NEO Aircraft
19 A320 NEO Aircraft
20 A320 NEO Aircraft
21 A320 2014 Incremental NEO Aircraft
22 A320 2014 Incremental NEO Aircraft
23 A320 2014 Incremental NEO Aircraft
24 A320 2014 Incremental NEO Aircraft
25 A320 2014 Incremental NEO Aircraft
26 A320 2014 Incremental NEO Aircraft
27 A320 2014 Incremental NEO Aircraft
28 A320 2014 Incremental NEO Aircraft
29 A320 2014 Incremental NEO Aircraft
30 A320 2014 Incremental NEO Aircraft
31 A320 2014 Incremental NEO Aircraft
32 A320 2014 Incremental NEO Aircraft

UNQUOTE

 

2.2 PREDELIVERY PAYMENTS

The Predelivery Payments due to the Seller in respect of the 2014 Incremental NEO Aircraft upon the signature of this Amendment No.2 is [***]

being the amount due in accordance with clause 5.3 of the Agreement as of the date hereof and the Parties agree [***]

 

3. [***]

 

A320NEO - LAN - AMDT 2 - A320NEO Family PA
Ref: CT11011954 Page 4 of 6

 

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

[***]

 

4. EFFECT OF THE AMENDMENT

 

4.1 This Amendment No.2 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 Agreement shall be deemed amended to the extent provided in this Amendment No.2 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.2 shall constitute an integral, non-severable part of the Agreement and be governed by all of its provisions.

 

4.4 In the event of any inconsistency between the terms and conditions of the Agreement and those of the present Amendment No.2, 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.2 will not be modified or varied except by an instrument in writing executed by both Parties.

 

4.6 The Parties hereby acknowledge and agree that this Amendment is subject to the confidentiality provisions set forth in Clause 22.12 of the Agreement.

 

4.7 The Parties agree that clause 21 of the Agreement shall govern the assignability and transferability of each Party’s rights and obligations under this Amendment No.2.

 

4.8 This Amendment No.2 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.2 shall be governed by and construed in accordance with the laws of England.

 

 

A320NEO - LAN - AMDT 2 - A320NEO Family PA
Ref: CT11011955 Page 5 of 6

 

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

IN WITNESS WHEREOF this Amendment No.2 to the 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:    
Its:   Chief Corporate Officer      
  LATAM Airlines Group      
Date:         Date:    
     

 

LOGO

 

A320NEO - LAN - AMDT 2 - A320NEO Family PA    LOGO
Ref: CT11011956    Page 6 of 6   

 

AMENDMENT No. 3

TO THE

A320 FAMILY PURCHASE AGREEMENT

BETWEEN

LATAM AIRLINES GROUP S.A.

(formerly known as LAN AIRLINES S.A.)

AND

AIRBUS S.A.S.

 

A320NEO - LAN - AMDT 3 - A320NEO Family PA
Ref: CT1101195 Page 1 of 7

This amendment No.3 to the Agreement (as defined below) is entered into as of this 11th day of December 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”.

WHEREAS

 

A. The Buyer and the Seller entered into an A320 NEO Purchase Agreement dated June 22, 2011 covering the purchase by the Buyer and the sale by the Seller of twenty (20) A320 NEO Aircraft and such purchase agreement, together with all exhibits, appendices and letter agreements thereto are together referred to as the “Agreement”.

 

B. The Buyer and the Seller entered into an amendment No. 1 to the Agreement dated February 27, 2013 covering the [***] of the date by which the Buyer selects the Propulsion Systems.

 

C. The Buyer and the Seller entered into an A320 family purchase agreement dated March 20, 1998 covering the purchase by the Buyer and the sale by the Seller of certain A320 family aircraft, and such purchase agreement, its amendment No. 1 dated February 24th 2000, and all exhibits, appendices and letter agreements thereto are together referred to as the “Original A320 Family Purchase Agreement”.

 

A320NEO - LAN - AMDT 3 - A320NEO Family PA
Ref: CT1101195 Page 2 of 7

 

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

D. The Buyer and the Seller entered into a deed of amendment and restatement of the Original A320 Family Purchase Agreement, dated August 2, 2000, dividing the Original A320 Family Purchase Agreement into two (2) separate purchase agreements and pursuant to the second such agreement as supplemented with all exhibits, appendices and as amended, supplemented or otherwise modified to and including the date hereof (the “Second A320 Family Purchase Agreement”) whereby, among other matters, the Seller shall sell and deliver and the Buyer shall take delivery of i) 2010 Incremental Aircraft (as such term is defined in the Second A320 Family Purchase Agreement) and ii) Second Batch of Incremental Aircraft (as such term is defined in the Second A320 Family Purchase Agreement). Pursuant to amendment No.16 to the Second A320 Family Purchase Agreement dated of even date herewith, the Parties have agreed to convert twelve (12) 2010 Incremental Aircraft into 2014 Incremental NEO Aircraft (as such term is defined below).

 

E. [***]

 

F. The Buyer and the Seller entered into amendment No. 2 to the Agreement covering the order of 12 (twelve) Incremental A320 NEO Aircraft to become the 2014 Incremental NEO Aircraft (as such term is defined below), such aircraft having been converted from 12 (twelve) 2010 Incremental Aircraft (as such term is defined in the Second A320 Family Purchase Agreement), and amending certain terms of the Agreement.

 

G. The Buyer and the Seller now wish to enter into this amendment No. 3 to the Agreement (the “Amendment No. 3”) covering the order of 4 (four) Incremental A320 NEO Aircraft and 4 (four) Incremental A321 NEO Aircraft to become the 2014 2nd Batch NEO Aircraft (as such term is defined below), such aircraft having been converted from 8 (eight) 2010 Incremental Aircraft (as such term is defined in the Second A320 Family Purchase Agreement).

NOW IT IS HEREBY AGREED AS FOLLOWS:

 

0. DEFINITIONS

The terms “herein,” “hereof,” and “hereunder” and words of similar import refer to this Amendment No. 3 and capitalized terms used herein and not otherwise defined in this Amendment No. 3 will have the meanings assigned to them in the Agreement.

 

1. SCOPE

 

1.1 The Seller shall sell and deliver and the Buyer shall buy and take delivery of 4 (four) additional A320 NEO Aircraft and 4 (four) additional A321 NEO Aircraft upon the terms and conditions contained in this Amendment No. 3 (the “2014 2nd Batch NEO Aircraft”), such 2014 2nd Batch NEO Aircraft having been converted from 2010 Incremental Aircraft (as such term is defined in the Second A320 Family Purchase Agreement).

 

A320NEO - LAN - AMDT 3 - A320NEO Family PA
Ref: CT1101195 Page 3 of 7

 

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

1.2 All references to “Aircraft” in the Agreement and this Amendment No. 3 shall be also deemed to refer to the 2014 2nd Batch NEO Aircraft unless expressly stipulated otherwise herein.

 

2. 2014 2nd BATCH NEO AIRCRAFT

 

2.1 DELIVERY SCHEDULE

 

2.1.1 The Parties agree to delete the table contained in clause 9.1.1 of the Agreement in its entirety and replace it with the following:

QUOTE

 

Scheduled Delivery
Quarters

   Rank
number		      Aircraft
type		     

Aircraft defined as

[***]     1         A320       NEO Aircraft
    2         A320       NEO Aircraft
    3         A320       NEO Aircraft
    4         A320       NEO Aircraft
    5         A320       NEO Aircraft
    6         A320       NEO Aircraft
    7         A320       NEO Aircraft
    8         A320       NEO Aircraft
    9         A320       NEO Aircraft
    10         A320       NEO Aircraft
    11         A320       NEO Aircraft
    12         A320       NEO Aircraft
    13         A320       NEO Aircraft
    14         A320       NEO Aircraft
    15         A320       NEO Aircraft
    16         A320       NEO Aircraft
    17         A320       NEO Aircraft
    18         A320       NEO Aircraft
    19         A320       NEO Aircraft
    20         A320       NEO Aircraft
    21         A320       2014 Incremental NEO Aircraft
    22         A320       2014 Incremental NEO Aircraft
    23         A320       2014 Incremental NEO Aircraft
    24         A320       2014 Incremental NEO Aircraft
    25         A320       2014 Incremental NEO Aircraft
    26         A320       2014 2nd Batch NEO Aircraft
    27         A320       2014 2nd Batch NEO Aircraft
    28         A320       2014 2nd Batch NEO Aircraft
    29         A320       2014 Incremental NEO Aircraft
    30         A320       2014 Incremental NEO Aircraft

 

A320NEO - LAN - AMDT 3 - A320NEO Family PA   
Ref: CT1101195    Page 4 of 7   

 

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

[***]   31      A320    2014 Incremental NEO Aircraft
  32      A320    2014 Incremental NEO Aircraft
  33      A320    2014 Incremental NEO Aircraft
  34      A320    2014 2nd Batch NEO Aircraft
  35      A321    2014 2nd Batch NEO Aircraft
  36      A321    2014 2nd Batch NEO Aircraft
  37      A321    2014 2nd Batch NEO Aircraft
  38      A320    2014 Incremental NEO Aircraft
  39      A320    2014 Incremental NEO Aircraft
  40      A321    2014 2nd Batch NEO Aircraft

UNQUOTE

 

2.2 PREDELIVERY PAYMENTS

The Predelivery Payments due to the Seller in respect of the 2014 2nd Batch NEO Aircraft upon the signature of this Amendment No. 3 is [***]

being the amount due in accordance with clause 5.3 of the Agreement as of the date hereof and the Parties agree [***]

 

2.3 [***]

 

3. EFFECT OF THE AMENDMENT

 

3.1 This Amendment No. 3 contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes any previous understanding, commitments or representations whatsoever, whether oral or written.

 

3.2 The Agreement shall be deemed amended to the extent provided in this Amendment No. 3 and, except as specifically amended hereby, shall continue in full force and effect in accordance with its original terms.

 

3.3 The Parties agree that this Amendment No. 3 shall constitute an integral, non-severable part of the Agreement and be governed by all of its provisions.

 

3.4 In the event of any inconsistency between the terms and conditions of the Agreement and those of the present Amendment No. 3, 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.

 

A320NEO - LAN - AMDT 3 - A320NEO Family PA
Ref: CT1101195 Page 5 of 7

 

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

3.5 This Amendment No. 3 will not be modified or varied except by an instrument in writing executed by both Parties.

 

3.6 The Parties hereby acknowledge and agree that this Amendment No. 3 is subject to the confidentiality provisions set forth in clause 22.12 of the Agreement.

 

3.7 The Parties agree that clause 21 of the Agreement shall govern the assignability and transferability of each Party’s rights and obligations under this Amendment No. 3.

 

3.8 This Amendment No. 3 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.

 

3.9 This Amendment No. 3 shall be governed by and construed in accordance with the laws of England.

 

A320NEO - LAN - AMDT 3 - A320NEO Family PA
Ref: CT1101195 Page 6 of 7

 

IN WITNESS WHEREOF this Amendment No. 3 to the 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/ [ILLEGIBLE] By: /s/ Christophe Mourey
Its:   Its: Senior Vice President Contracts
Date:   Date:  

 

LOGO

 

A320NEO - LAN - AMDT 3 - A320NEO Family PA LOGO
Ref: CT1101195