EX-10.5.6



 Exhibit 10.5.6 
 A320F 
 Amendment No 6 

between 
 AIRBUS INDUSTRIE 
 and 

ATLANTIC AIRCRAFT 
 HOLDING LIMITED 

  
 [*] Represents material
which has been redacted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933, as amended 








 AMENDMENT No. 6 
 TO THE A320 FAMILY PURCHASE AGREEMENT 
 BETWEEN 

ATLANTIC AIRCRAFT HOLDING LIMITED 
 AND 
 AIRBUS INDUSTRIE 
 AI/CC-C No 337.0003/01 

  
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 [*] Represents material which has been redacted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933, as amended 








 AMENDMENT No 6 
 This Amendment No 6 to the A320 Family Purchase Agreement signed on the 19th day of March 1998 is made on the    th day of-February 2001 

BETWEEN 
 AIRBUS INDUSTRIE, having its
principal office at : 
 1 Rand-Point Maurice Bellante 

31707 BLAG NAC- CEDEX 
 FRANCE 
 (hereinafter referred to as the “Seller’’) of the one part 

AND 
 ATLANTIC AIRCRAFT HOLDING LIMITED,
having its principal office at: 
 c/o the Winterbothan Trust Company Limited 

Bolam House 

King and George Streets 
 NASSAU 
 BAHAMAS 
 (hereinafter referred to as the “Buyer’’) of the other part. 

  
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 WHEREAS 
  

	A -	The Seller is a “Groupement d’lnteret Economique” created and existing under French Law and established under Ordonnance No 67-821 dated
September 23, 1967 of the Republic of FRANCE. 

  

	B -	The Members of the Seller are: 

  

	 	(1)	EADS Airbus S.A. 

 whose
principal office is at: 
 37, Boulevard Montmorency 
 75016 PARIS 
 FRANCE, 

 

	 	(2)	EADS Airbus GmbH, 

 whose
principal office is at: 
 Kreetslag 10 
 Postfach 95 01 09 
 21111 - HAMBURG 

FEDERAL REPUBLIC OF GERMANY, 
  

	 	(3)	CONSTRUCCIONES AERONAUTICAS S.A., 


whose principal office is at: 
 Avenida de Aragon. 404 
 28022 MADRID 

SPAIN 
 and

  

	 	(4)	AIRBUS UK LTD, 

 whose principal
office is at: 
 Warwick House 
 P.O. Box 87 
 Farnborough Aerospace Centre 

Farnborough Hants GU14 6YU 
 GREAT BRITAIN. 
  

	C-	Each of the Members of the Seller is (after seNice on the Seller by “huissier’’, of notice to perform) jointly and severally liable with the other
Members (but not with the Seller) for all due and unperformed liabilities and obligations of the Seller (subject to any defences which may be available to the Seller or to that Member personally or to all the Members together).


  

	D-	 The Buyer and the Seller have signed an A320 Family Purchase Agreement (the “A320 Family Purchase Agreement’ or “Purchase
Agreement”) dated March 19th 1998 covering the
purchase by the Buyer and the sale by the Seller of thirty two (32) A320 Family Aircraft No 1 to No 32. 



  
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	E -	The Buyer and the Seller have signed am Amendment No 1 to the Purchase Agreement dated September        , 1998
covering the [*] Firm A319-100 Aircraft (on December 1999 and January 2000). 

  

	F -	 The Buyer and the Seller have signed Amendment No 2 to the Purchase Agreement dated 28111 December, 1999 covering : 



 

	 	(i)	The conversion of three (3) Option A320-200 Aircraft [*] and the [*] A320-200 Aircraft, and. 


 

	 	(ii)	the [*] Option A320-200 Aircraft [*] Firm A320-200 Aircraft. 

  

	G -	 [*] . Simultaneously, the Buyer and the Seller have signed an Amendment No 3 to the Purchase Agreement dated December 29, 1999 covering the
modification of certain provisions of the Letter Agreement No 1 of the Purchase Agreement. 


  

	H -	The Buyer and the Seller have signed a Amendment No 4 to the Purchase 


Agreement dated 15th February, 2000 covering: 

 

	 	(i)	the [*] A320-200 Aircraft into [*] and its [*] A320-200 Aircraft , and 

  

	 	(ii)	the [*] A320-200 Aircraft [*] Firm A319-100 Aircraft . 

  

	I -	 The Buyer and the Seller have signed a Amendment No 5 to the Purchase Agreement dated     February, 2001 covering : 



 

	 	(i)	the [*] A320-200 Aircraft into [*] Firm No 41) and the [*] A320-200 Aircraft (No 44), and 


 

	 	(ii)	the [*] A320-200 Aircraft ([*] Firm No 42) [*] Firm A319-100 Aircraft (Firm No 31[*]). 


 

	 	(iii)	The [*] A320-200 Aircraft [*] Firm No 43) and the [*] A320-200 Aircraft (No 46), and 


 

	 	(iv)	the [*] A320-200 Aircraft ([*] Firm No 44) [*] Firm A319-100 Aircraft (Firm No 32[*]). 


  
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	J -	The Buyer and the Seller have agreed to enter into this Amendment No 6 to the Purchase Agreement, pursuant to a rescheduling of certain delivery dates related to the
firm Aircraft No 13, 14 and 40 (all of which were scheduled to be delivered in December 2001) [*] firm Aircraft No 45 2001), No 46 (October 2001) and No 47 (October 2001) and the firm Aircraft No 18 [*] an A320-200 Aircraft [*]


  

	K-	Now the Buyer and the Seller have agreed to enter into this Amendment No 6 to the Purchase Agreement and, pursuant hereto, to modify [*] and certain delivery
dates as hereafter described: 

 NOW THEREFORE IS AGREED AS FOLLOWS: 

  
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	1.	SCOPE  

 The scope of this
Amendment No 6 to the Purchase Agreement is to amend certain provisions of the Purchase Agreement in order to reflect the decision of the Buyer and the Seller to modify certain Aircraft delivery dates and to [*] firm Aircraft No 18. 

Sub-Clause 9.1 of the Agreement is hereby deleted in its entirely and replaced by the following : 

 

	9.1.	Subject to the provisions of Clauses 2, 7, 8, 10 and 18 the Seller shall have the Aircraft ready for delivery at the Aircraft final assembly line in the following
months: 

  

									
	 	  	Delivery Date	 	  	Aircraft Type	 
	 -Aircraft No 1
	  	 	August 1999	  	  	 	A319-100	  
	 -Aircraft No 2
	  	 	November 1999	  	  	 	A319-100	  
	 -Aircraft No 3
	  	 	December 1999	  	  	 	A319-100	  
	 -Aircraft No 4
	  	 	January 2000	  	  	 	A319-100	  
	 -Aircraft No 5
	  	 	November 2000	  	  	 	A320-200	  
	 -Aircraft No 6
	  	 	November 2000	  	  	 	A320-200	  
	 -Aircraft No 7
	  	 	September 2000	  	  	 	A320-200	  
	 -Aircraft No 8
	  	 	December 2000	  	  	 	A320-200	  
	 -Aircraft No 9
	  	 	January 2001	  	  	 	A320-200	  
	 -Aircraft No 10
	  	 	February 2001	  	  	 	A320-200	  
	 -Aircraft No 11
	  	 	July 2001	  	  	 	A320-200	  
	 -Aircraft No 12
	  	 	November 2001	  	  	 	A319-100	  
	 -Aircraft No 15
	  	 	March 2002	  	  	 	A319-100	  
	 -Aircraft No 16
	  	 	June 2002	  	  	 	A319-100	  
	 -Aircraft No 17
	  	 	July 2002	  	  	 	A320-200	  
	 -Aircraft No 18
	  	 	August 2002	  	  	 	A320-200	  
	 -Aircraft No 19
	  	 	September 2002	  	  	 	A319-100	  
	 -Aircraft No 20
	  	 	November 2002	  	  	 	A319-100	  
	 -Aircraft No 21
	  	 	December 2002	  	  	 	A319-100	  
	 -Aircraft No 22
	  	 	February 2003	  	  	 	A319-100	  
	 -Aircraft No 23
	  	 	February 2003	  	  	 	A320-200	  
	 -Aircraft No 24
	  	 	March 2003	  	  	 	A320-200	  
	 -Aircraft No 25
	  	 	June 2003	  	  	 	A319-100	  
	 -Aircraft No 26
	  	 	July 2003	  	  	 	A319-100	  
	 -Aircraft No 33
	  	 	June 2001	  	  	 	A320-200	  
	 -Aircraft No 34
	  	 	June 2001	  	  	 	A320-200	  
	 -Aircraft No 35
	  	 	July 2001	  	  	 	A320-200	  
	 -Aircraft No 36
	  	 	August 2002	  	  	 	A320-200	  
	 -Aircraft No 37
	  	 	September 2002	  	  	 	A320-200	  
	 -Aircraft No 38
	  	 	December 2002	  	  	 	A320-200	  
	 -Aircraft No 39
	  	 	November 2001	  	  	 	A320-200	  
	 -Aircraft No 41
	  	 	February 2002	  	  	 	A320-200	  
	 -Aircraft No 42
	  	 	March 2002	  	  	 	A320-200	  
	 -Aircraft No 43
	  	 	May 2002	  	  	 	A320-200	  
	 -Aircraft No 44
	  	 	June 2002	  	  	 	A320-200	  
	 -Aircraft No 45
	  	 	September 2001	  	  	 	A319-100	  
	 -Aircraft No 46
	  	 	October 2001	  	  	 	A320-200	  
	 -Aircraft No 47
	  	 	October 2001	  	  	 	A320-200	  


  
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	2.	MISCELLANEOUS 

 It is
agreed that all terms and conditions of the A320-200 Family Purchase Agreement including its Exhibits and Letter Agreements (and in particular the Letter Agreement No 1[*] shall apply to this Amendment No 4 expressly excluded in this Amendment No 6.

 In case of any inconsistency between this Amendment No 6 and the A320 Family Purchase Agreement, this Amendment No 6 shall
prevail. Except as expressly amended by this Amendment No 6, the A320 Family Purchase Agreement as amended to date, remains in full force and effect as amended by this Amendment No 6. 

This Amendment No 6 and its Letter Agreement No 1 and appendix together with the Purchase Agreement, its exhibits and Letter Agreements
contain the entire agreement between the parties and supersede any previous understandings, commitments and/or representations whatsoever oral and written. 
 This Amendment No 6 is executed in two original English and shall not be varied or modified except by an instrument in writing executed by both parties or by their duly authorized representatives.

 IN WHITNESS WHEREOF, this Amendment No 6 to the Purchase Agreement is entered into the day and year first above written. 

 

									
	For on behalf of,	  	For and on behalf of,
				
	ATLANTIC AIRCRAFT HOLDING LIMITED	  		  		  	AIRBUS INDUSTRIE
					
		  	/s/ Ana I. Lacayo de Montenegro                	  		  		  	/s/ Francis
Robillard                                    
	By	  	Ana I. Lacayo de Montenegro	  		  	By	  	Francis Robillard
	Its	  	Attorney-in-Fact	  		  	Its	  	Regional Director Contracts


  
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 LETTER AGREEMENT No 1 TO AMENDMENT No 6 [*] 
 ATLANTIC AIRCRAFT HOLDING LIMITED 
 c/o The Winterbotham Trust Company Limited 

Bolam House 
 King and George Streets 

NASSAU 
 BAHAMAS 

SUBJECT: [*] AIRCRAFT DELIVERY DATES 
 Gentlemen, 
 ATLANTIC AIRCRAFT HOLDING LIMITED (the “Buyer”) and AIRBUS
INDUSTRIE (the “Seller”) have entered to the A320 Family Purchase Agreement which covers the manufacture and the sale by the Seller and the purchase by the Buyer of the A320 Family Aircraft. 

Capitalized terms used herein and not otherwise defined in this Letter Agreement shall have the meanings assigned thereto in the Agreement. 

Both parties agree that this Letter Agreement No 1 to the Amendment No 6, upon execution thereof, shall constitute an integral. non severable part of
said Purchase Agreement and shall be governed by all its provisions, as such provisions have been specially amended pursuant to this Letter Agreement. 

  
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 LETTER AGREEMENT No 1 TO AMENDMENT No 6 

The scope of this Letter Agreement No 1 to Amendment No 6 is to amend certain provisions of Letter Agreement No 1 to Amendment No S of the A320 Family
Purchase Agreement in order to reflect the decision of the Buyer and the Seller to modify the [*] Aircraft delivery date agreed herein. 

Clause 4 of the Letter Agreement No 1 to Amendment No S of the A320 Family Purchase Agreement is hereby deleted in its and replaced by the following:

  

	4.	DELIVERY OF [*] AIRCRAFT 

 In the
event the related [*] Aircraft is exercised in accordance with the conditions set forth in Paragraph 1.2 here above, the [*] Aircraft will be ready for delivery at the following dates 

 

											
	[*] Aircraft No	  	Delivery Date	 	  	 	 
	 - Aircraft No 14
	  	March	  	 	2003	  	  	 	A319-100	  
	 - Aircraft No 15
	  	June	  	 	2003	  	  	 	A3 19-100	  
	 - Aircraft No 16
	  	July	  	 	2003	  	  	 	A319-100	  
	 - Aircraft No 17
	  	December	  	 	2003	  	  	 	A319-100	  
	 - Aircraft No 18
	  	December	  	 	2003	  	  	 	A320-200	  
	 - Aircraft No 19
	  	August	  	 	2003	  	  	 	A319-100	  
	 - Aircraft No 20
	  	February	  	 	2004	  	  	 	A319-100	  
	 - Aircraft No 21
	  	March	  	 	2004	  	  	 	A319-100	  
	 - Aircraft No 22
	  	June	  	 	2004	  	  	 	A319-100	  
	 - Aircraft No 23
	  	July	  	 	2004	  	  	 	A319-100	  
	 - Aircraft No 24
	  	August	  	 	2004	  	  	 	A319-100	  
	 - Aircraft No 25
	  	November	  	 	2004	  	  	 	A319-100	  
	 - Aircraft No 26
	  	March	  	 	200S	  	  	 	A319-100	  
	 - Aircraft No 27
	  	May	  	 	200S	  	  	 	A319-100	  
	 - Aircraft No 28
	  	June	  	 	200S	  	  	 	A319-100	  
	 - Aircraft No 29
	  	June	  	 	2005	  	  	 	A319-100	  
	 - Aircraft No 30
	  	August	  	 	2005	  	  	 	A319-100	  
	 - Aircraft No 31
	  	November	  	 	2005	  	  	 	A319-100	  
	 - Aircraft No 32
	  	December	  	 	2005	  	  	 	A319-100	  
	 - Aircraft No 36 [*]
	  	March	  	 	2006	  	  	 	A320-200	  
	 - Aircraft No 37 [*]
	  	July	  	 	2006	  	  	 	A320-200	  
	 - Aircraft No 38 [*]
	  	October	  	 	2006	  	  	 	A320-200	  
	 - Aircraft No 39 [*]
	  	November	  	 	2003	  	  	 	A319-100	  
	 - Aircraft No 40 [*]
	  	March	  	 	2004	  	  	 	A319-100	  
	 - Aircraft No 41 [*]
	  	May	  	 	2004	  	  	 	A319-100	  
	 - Aircraft No 42 [*]
	  	December	  	 	2006	  	  	 	A320-200	  
	 - Aircraft No 43 [*]
	  	June	  	 	2004	  	  	 	A319-100	  
	 - Aircraft No 44 [*]
	  	January	  	 	2007	  	  	 	A320-200	  
	 - Aircraft No 45 [*]
	  	November	  	 	2004	  	  	 	A319-100	  
	 - Aircraft No 46 [*]
	  	March	  	 	2007	  	  	 	A320-200	  
	 - Aircraft No 47 [*]
	  	December	  	 	2004	  	  	 	A319-100	  
	 - Aircraft No 48 [*] 13 rescheduled
	  	May	  	 	2004	  	  	 	A32D-200	  


  
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 LETTER AGREEMENT No 1 TO AMENDMENT No 6 

If the foregoing correctly sets forth our understanding, please execute two (2) originals in the space provided below and return to the Seller one
(1) original of this Letter Agreement No 1 to Amendment No 6. 
  

			
	Agreed and Accepted	  	Agreed and Accepted
		
	For and on behalf of	  	For and on behalf of
		
	ATLANTIC AIRCRAFT HOLDING LIMITED	  	AIRBUS INDUSTRIE

  

							
		  	/s/ Ana I. Lacayo de
Montenegro                        	  		  	/s/ Francis
Robillard                                
	By	  	Ana I. Lacayo de Montenegro	  	By	  	Francis Robillard
	Its:	  	Attorney-in-Fact	  	Its	  	Regional Director Contracts
	 Date:
	  	        February 2001	  		  	


  
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