EX-10.5.1



 Exhibit 10.5.1 
 A320F 
 AMENDMENT NO 1 

BETWEEN 

AIRBUS INDUSTRIE 
 AND 
 ATLANTIC AIRCRAFT HOLDING 

LIMITED 







 AMENDMENT No. 1 
 TO THE A320 FAMILY PURCHASE AGREEMENT 
 BETWEEN 

ATLANTIC AIRCRAFT HOLDING LIMITED 
 AIRBUS INDUSTRIE 
 AI/CC-C No 337.0090:98 

  
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 AMENDMENT NO 1 
 This Amendment No 1 to the A320 Family Purchase Agreement signed on the 19th day of March 1998 is made on the 09th day of September 1998 
 BETWEEN 
 AIRBUS INDUSTRIE, 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 
 ATLANTIC AIRCRAFT HOLDING LIMITED, having its principal office at: 

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)	AEROSPATIALE , SOCIETE NATIONALE INDUSTRIELLE, 


	 	    	whose principal office is at: 


	 	    	37, Boulevard Montmorency 


	 	    	75016 PARIS 


	 	    	FRANCE, 

  

	 	(2)	DAIMLER-BENZ AEROSPACE 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)	BRITISH AEROSPACE (OPERATIONS) 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 service 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 a 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. 

  

	E -	Now the Buyer and the Seller agree to modify the Aircraft delivery dates as hereafter descriebed 

 NOW THEREFORE IT IS AGREED AS FOLLOWS: 

  
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	1.	SCOPE 

 The scope of this
Amendment No 1 is to amend certain provisions of the Agreement in order to reflect the decision of the Buyer and the Seller to modify the Aircraft delivery dates. 
 Sub-Clause 9.1 of the Agreement is therefore cancelled and replaced by Sub-Article 9.1 hereof: 

QUOTE 
  

	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	  	December 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 13	  	December 2001	  	A319-100
	- Aircraft No 14	  	December 2001	  	A320-200
	- 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	  	A319-100
	- 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 27	  	November 2003	  	A319-100
	- Aircraft No 28	  	March 2004	  	A319-100
	- Aircraft No 29	  	May 2004	  	A319-100
	- Aircraft No 30	  	June 2004	  	A319-100
	- Aircraft No 31	  	November 2004	  	A319-100
	- Aircraft No 32	  	December 2004	  	A319-100

 UNQUOTE 

  
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	2.	MISCELLANEOUS 

 It is understood
that all terms and conditions of the A320-200 Purchase Agreement including its Exhibits and Letter Agreements (and in particular the Letter Agreement No 1 [*] shall apply to this Amendment No 1 if not otherwise agreed upon in the Amendment No 1.

 In case of any inconsistency with the A320 Family Purchase Agreement, this Amendment No 1 shall prevail, whereas the part not
concerned by such inconsistency shall remain in full force. 
 This Amendment No 1 and its Letter Agreements and appendix
together with the 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 1 executed in two original English copies shall not be varied or modified except by an instrument in writing executed by
both parties or by their duly authorized representatives. 
 IN WITNESS WHEREOF, this Amendment No 1 was entered into the day and year first
above written. 
  

									
	For on behalf of,	  		  	For and on behalf of,
			
	ATLANTIC AIRCRAFT HOLDING LIMITED	  		  	AIRBUS INDUSTRIE
					
	By:	 	/s/ At Montenegro	  		  	By	 	/s/ Francis Robillard
	Its:	 	Attorney-in-fact	  		  	Its	 	SALES CONTRACT NEGOTIATOR
	Date:	 	September 9, 1998	  		  		 	


  
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 LETTER AGREEMENT NO 1 TO THE AMENDMENT NO 1 
 ATLANTIC AIRCRAFT HOLDING 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 into Amendment No 1 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 , upon execution thereof, shall constitute an integral, non severable
part of said 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 THE AMENDMENT NO 1 
 The scope of this Letter Agreement No 1 of the Amendment No 1 is to amend certain provisions of the Letter Agreement No 3 of the A320 Family Purchase Agreement to reflect the decision of the Buyer and the
Seller to modify the Aircraft delivery dates according hereafter. 
 The Clause 4 of the Letter Agreement No 3 of the A320 Family Purchase
Agreement is therefore cancelled and replaced by the following Article 1 here of: 
 QUOTE 

 

	4.	DELIVERY OF [*] AIRCRAFT 

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

 

					
	Option Aircraft No	  	Delivery Date	  	 
	- Aircraft No 1	  	November 2000	  	A320-200
	- Aircraft No 2	  	January 2001	  	A320-200
	- Aircraft No 3	  	February 2001	  	A320-200
	- Aircraft No 4	  	June 2001	  	A320-200
	- Aircraft No 5	  	June 2001	  	A320-200
	- Aircraft No 6	  	July 2001	  	A320-200
	- Aircraft No 7	  	November 2001	  	A320-200
	- Aircraft No 8	  	December 2001	  	A320-200
	- Aircraft No 9	  	February 2002	  	A320-200
	- Aircraft No 10	  	March 2002	  	A320-200
	- Aircraft No 11	  	May 2002	  	A320-200
	- Aircraft No 12	  	June 2002	  	A320-200
	- Aircraft No 13	  	August 2002	  	A320-200
	- Aircraft No 14	  	March 2003	  	A319-100
	- Aircraft No 15	  	June 2003	  	A319-100
	- 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 2005	  	A319-100
	- Aircraft No 27	  	May 2005	  	A319-100
	- Aircraft No 28	  	June 2005	  	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

 UNQUOTE 

  
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 LETTER AGREEMENT NO 1 TO THE AMENDMENT NO 1 
 If the foregoing correctly sets forth our understanding, please execute two (2) originals in the space provided below and return one (1) original of this Letter Agreement to the Seller.

  

									
	Agreed and Accepted	  		  	Agreed and Accepted
			
	For and on behalf of	  		  	For and on behalf of
			
	ATLANTIC AIRCRAFT HOLDING LIMITED	  		  	AIRBUS INDUSTRIE
					
	By:	 	/s/ A. I. Montenegro	  		  	By:	 	/s/ Francis Robillard
					
	Its:	 	Attorney-in-fact	  		  	Its:	 	[ILLEGIBLE]
					
	Date:	 	9th September 1998	  		  		 	


  
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 *[One page has been omitted in accordance with a request for confidential treatment.] 

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