EX-10.5.7



 Exhibit 10.5.7 
 A320F 
 Amendment No. 7 

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. 7 
 TO THE A320 FAMILY PURCHASE AGREEMENT 
 BETWEEN 

ATLANTIC AIRCRAFT HOLDING LIMITED 
 AIRBUS INDUSTRIE 

  
 AI/CC-C No 337.0049/01

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 AMENDMENT No. 1 
 This Amendment No. 7 to the A320 Family Purchase Agreement (the “Purchase Agreement”) signed on the 19th day of March 1998 is made on the 06th day of September 2001 

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

31707          B L AGNAC- CEDEX 

FRAN CE 

(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 BAHAMA 

S 

(hereinafter referred to as the “Buyer”) of the other part. 

  
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 WHEREAS 
  

	A -	The Seller is a “Groupement d’Interet 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: 
 Bootevard-Muntmorency 
 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 LTO, 

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

Famborough 

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 entered into 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 entered into Amendment No. 1 to the Purchase Agreement dated September 9th 1998 covering the [*] Firm A319-100 Aircraft (on December
1999 and January 2000). 

  

	F -	 The Buyer and the Seller have entered into Amendment No. 2 to the Purchase Agreement dated 28th December, 1999 covering: 



 

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

  

	 	(ii)	the [*] A320-200 Aircraft 

  

	 	(iii)	[*] Firm A320-200 Aircraft. 

  

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

  

	H -	The Buyer and the Seller have entered into 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 

  

	 	(iii)	[*] Firm A319-100 Aircraft. 

  

	I -	The Buyer and the Seller have entered into Amendment No 5 to the Purchase Agreement dated 06th of April, 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[*]). 


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


 

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


 

	J -	The Buyer and the Seller have entered into an Amendment No. 6 to the Purchase Agreement dated 09th of April 2001, covering the 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) which [*] firm Aircraft No. 45 (September 2001), No. 46 (October 2001) and No. 47 (October 2001) and additionally the firm Aircraft No. 18
[*] an A320-200 Aircraft [*] 

 K - 
 [*] firm 
 NOW THEREFORE IT IS AGREED AS FOLLOWS: 

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

  
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	3	DELIVERY DATES  

  

	3.1	The Seller shall deliver the next [*] according to the contractual delivery dates as set forth in attached Appendix A. 


 

	3.2	The delivery dates of each of the [*], as set forth in attached Appendix B, [*]


  
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	5	THE SELLER [*]  


Should the Buyer request to the Seller the [*] as per Letter Agreement No. 2 of the
[*]
  

	6	[*] AIRCRAFT  

 Upon
execution of this Amendment No. 7 and according to the Clause 2 of the Letter agreement No. 6 of the Purchase Agreement, [*] 
  

	7	MISCELLANEOUS  

 It is
hereby agreed that all terms and conditions of the Purchase Agreement including its Exhibits and Letter Agreements (and in particular the Letter Agreement No. 1 “[*]”) shall apply to this Amendment No. 7 except as expressly excluded in
this Amendment No. 7. 
 In case of any inconsistency between this Amendment No. 7 and the A320 Family Purchase Agreement, this
Amendment No. 7 shall prevail. Except as expressly amended by this Amendment No. 7, the Purchase Agreement as amended to date, remains in full force and effect as amended by this Amendment No. 7. 

This Amendment No. 7 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. ? is executed in two original English counterparts and shall not be varied or modified except by an instrument in
writing executed by both parties or by their duly authorized representatives 

  
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	For and on behalf of	 	For and on behalf of
		
	ATLANTIC AIRCRAFT HOLDING LIMITED	 	AIRBUS INDUSTRIE
				
		 	/s/ Joaquin Palomo	 		 	/s/ Francis Robillard
				
	By:	 	Joaquin Palomo	 	By:	 	Francis Robillard
				
	Its:	 	Attorney-in-Fact	 	Its:	 	Contract Division - Regional Director


  
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 APPENDIX A 

 

							
	 - Aircraft N 45
	  	September	  	2001	  	A319-100
	 - Aircraft N 12
	  	November	  	2001	  	A3 19-100
	 - Aircraft N 39
	  	November	  	2001	  	A320-200
	 - Aircraft N 41
	  	February	  	2002	  	A320-200
	 - Aircraft N 15
	  	March	  	2002	  	A319-100
	 - Aircraft N 42
	  	March	  	2002	  	A320-200
	 - Aircraft N 43
	  	May	  	2002	  	A320-200
	 - Aircraft N 16
	  	June	  	2002	  	
	 - Aircraft N 44
	  	June	  	2002	  	A320-200
	 - Aircraft N
	  	July	  	2002	  	A320-200
	 - Aircraft N 18
	  	August	  	2002	  	A320-200
	 - Aircraft N 36
	  	August	  	2002	  	A320-200
	 - Aircraft N 19
	  		  	2002	  	
	 - Aircraft N 37
	  	September	  	2002	  	A320-200
	 - Aircraft N 20
	  		  	2002	  	

 APPENDIX B 
  

							
	 - Aircraft N 21
	  		  	2002	  	
	 - Aircraft N 38
	  	December	  	2002	  	A320-200
	 - Aircraft N 22
	  	February	  	2003	  	A319-100
	 - Aircraft N 23
	  	February	  	2003	  	A320-200
	 - Aircraft N 24
	  	March	  	2003	  	A320-200
	 - Aircraft N 25
	  	June	  	2003	  	A319-100
	
- Aircraft 26
	  	July	  	2003	  	A320-200
	 - Aircraft N 47
	  		  		  	A320-200


  
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