EX-10.5.12



 Exhibit 10.5.12 

AMENDMENT No. 12 
 TO THE A320 FAMILY PURCHASE AGREEMENT 
 BETWEEN 

ATLANTIC AIRCRAFT HOLDING LIMITED 
 AIRBUS S.A.S. (formerly known as AIRBUS INDUSTRIE GIE) 
 CCC No. 337.0047/04 

A320 Family-TAI-AMDT 12-11/04 
 [*] 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

  
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 AMENDMENT No 12 
 This Amendment No 12 to the A320 Family Purchase Agreement (the “Purchase Agreement”) signed on the 19th day of March 1998 is made as of the 8th day of November 2004 

BETWEEN 
 AIRBUS S.A.S. (formerly known
as Airbus Industria GIE), having its principal office at: 
 1 Rand-Point Maurice Bellante 

31707 BLAGNAC- CEDEX 
 FRANCE 
 (hereinafter referred to as the “Seller”) of the one part 

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

Bolam House 

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

 

	A  -	The Buyer and the Seller have entered into that certain 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. 


 

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

  

	C  -	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 [*] Firm A320-200 Aircraft. 


  
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 D  - 
  

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

  

	E  -	The Buyer and the Seller have entered into Amendment No 4 to the Purchase Agreement dated 15th February, 2000 covering: 


 

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

  

	 	(ii)	the [*] A320-200 Aircraft with one (1) previously Firm A319-100 Aircraft. 


 

	F  -	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 [*] Firm No 41) and [*] A320-200 Aircraft (No 44), 


 

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


 

	 	(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) [*] Firm A319-100 Aircraft (Firm No 32[*]). 


 

	G  -	The Buyer and the Seller have entered into Amendment No s to the Purchase Agreement dated 09th of April 2001, covering the rescheduling of certain delivery dates
related to 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 firm Aircraft No 18 [*] an
A320-200 Aircraft [*] . 

 H  - 
 [*] 2001 to May and June 2004. 
  

	 	(ii)	The [*] of the A319-132 Aircraft scheduled for delivery during. 

 [*] 
  

	J-	The Buyer and the Seller have entered into Amendment No 9 to the Purchase Agreement dated 06th of December 2002, covering the rescheduling of the delivery date of firm
Aircraft No 22 from August 2003 to June 2003. 

  

	K-	The Buyer and the Seller have entered into Amendment No 10 to the Purchase Agreement dated 30th of October 2003, covering the rescheduling of the delivery date of firm
A320-200 Aircraft No 46 and 47 from May and June 2004 to October and November 2004. 

  

	L-	The Buyer and the Seller entered into Amendment No 11 to the Purchase Agreement dated of November 2004 covering simultaneously: 


 

	 	(i)	the termination of the [*], and 

  

	 	(ii)	the cancellation and termination of the Amendment No 3 to the Purchase Agreement in order to reinstate [*] stated in Clause 1 of Letter Agreement No 1 to the Purchase
Agreement. 


  
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	M-	Following the decision of the Buyer [*] Aircraft No 44, 17, 37 [*] A320 to A321 type and No 18, 36 and 21 [*] A320 [*] A319 [*] (according to the provisions of Letter
Agreement No 6 to the Purchase Agreement) and the decision of the Buyer and Seller to [*] the Buyer and the Seller have agreed to amend certain terms of the Purchase Agreement, as set forth herein. 


  
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	N-	As used hereafter, the terms “Purchase Agreement” and “A320 Family Purchase Agreement” mean the Purchase Agreement together with all Exhibits and
schedules thereto as amended to date by Amendments No 1 to 11, inclusive. 

 NOW THEREFORE IT IS AGREED AS FOLLOWS:

  

	1.	DEFINITIONS 

 Capitalized
words used herein and not defined shall have the meaning ascribed to them in the Purchase Agreement. 
  

	2.	SCOPE  

 The scope of this
Amendment No 12 is: 
  

	 	(i)	to amend Clause 9 of the Purchase Agreement, 

  

	 	(ii)	to cancel, amend and/or replace, as applicable, certain provisions of Letter Agreement No 2 to the Purchase Agreement (including its Exhibits A and 8 and its Side
Letter) and the “[*] in respect of Nine Airbus A320-200 Aircraft” by the [*] as per Clause 8 of this Amendment No 12, and 

  

	 	(iii)	to [*] to be provided by the Seller to the Buyer. 

  

	3.	AIRCRAFT [*] AND DELIVERY SCHEDULE  

 Sub-Clause 9.1 of the A320 Family Purchase Agreement is hereby cancelled and replaced by the following: 
 QUOTE  
  

									
	 	  	Delivery Date	  	Aircraft Type	  	MSN
	- Aircraft. N 01	  	August	  	1999	  	A319-100	  	1066
	- Aircraft. N 02	  	November	  	1999	  	A319-100	  	1113
	- Aircraft. N 03	  	December	  	1999	  	A319-100	  	1140
	- Aircraft. N 04	  	January	  	2000	  	A319-100	  	1159
	- Aircraft. N 07	  	September	  	2000	  	A320-200	  	1300
	- Aircraft. N 05	  	November	  	2000	  	A320-200	  	1334
	- Aircraft. N 06	  	November	  	2000	  	A320-200	  	1339
	- Aircraft. N 08	  	December	  	2000	  	A320-200	  	1353
	- Aircraft. N 09	  	January	  	2001	  	A320-200	  	1374
	- Aircraft. N 10	  	February	  	2001	  	A320-200	  	1400
	- Aircraft. N 33	  	June	  	2001	  	A320-200	  	1482
	- Aircraft. N 34	  	June	  	2001	  	A320-200	  	1500
	- Aircraft. N 11	  	July	  	2001	  	A320-200	  	1509
	- Aircraft. N 35	  	July	  	2001	  	A320-200	  	1523
	- Aircraft. N 45	  	September	  	2001	  	A319-100	  	1575


  
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	- Aircraft. N 39	  	November	  	2001	  	A320-200	  	1624
	- Aircraft. N 41	  	October	  	2002	  	A320-200	  	1676
	- Aircraft. N 42	  	November	  	2002	  	A320-200	  	1730
	- Aircraft. N 22	  	June	  	2003	  	A319-100	  	1934
	- Aircraft. N 23	  	September	  	2003	  	A320-200	  	2084
	- Aircraft. N 24	  	October	  	2003	  	A320-200	  	2102
	- Aircraft. N 25	  	October	  	2003	  	A319-100	  	1952
	- Aircraft. N 26	  	November	  	2003	  	A320-200	  	2118
	- Aircraft. N 46	  	October	  	2004	  	A320-200	  	2282
	- Aircraft. N 47	  	November	  	2004	  	A320-200	  	2301
	- Aircraft. N 12	  	November	  	2004	  	A319-100	  	2339
	- Aircraft. N 15	  	April	  	2005	  	A319-100	  	2444
	- Aircraft. N 43	  	May	  	2005	  	A320-200	  	2434
	- Aircraft. N 16	  	September	  	2005	  	A321-200	  	TBD
	- Aircraft. N 44	  	November	  	2005	  	A321-200	  	TBD
	- Aircraft. N 17	  	January	  	2006	  	A319-100	  	TBD
	- Aircraft. N 18	  	January	  	2006	  	A319-100	  	TBD
	- Aircraft. N 36	  	February	  	2006	  	A321-200	  	TBD
	- Aircraft. N 19	  	March	  	2006	  	A321-200	  	TBD
	- Aircraft. N 37	  	May	  	2006	  	A320-200	  	TBD
	- Aircraft. N 20	  	October	  	2006	  	A320-200	  	TBD
	- Aircraft. N 21	  	February	  	2007	  	A320-200	  	TBD
	- Aircraft. N 38	  	March	  	2007	  	A319-100	  	TBD

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

  
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	5.	MISCELLANEOUS 

 It
is hereby agreed that all terms and conditions of the Purchase Agreement, as amended hereby, including its Exhibits and Letter Agreements shall continue in full force and effect except as expressly amended by this Agreement No 12. 

In case of any inconsistency between this Amendment No 12 and the Purchase Agreement, this Amendment No 12 shall prevail. 

This Amendment No 12 together with the Purchase Agreement, s Exhibits and Letter Agreements and amendments to date contain the entire
agreement between the parties with respect to the subject matter hereof and supersede any previous understandings, comments and/or representations whatsoever oral and written with respect to such subject matter. 

This Amendment No 12 is executed in two original English counterparts, each of which is an original and both of which together evidence
the same agreement. This Amendment No 12 shall not be varied or modified except by an instrument in writing executed by both parties or by their duly authorised representatives. 

This Amendment No 12 shall be governed by and construed in accordance with the laws of France. 

IN WITNESS WHEREOF this Amendment No 12 to the A320 Family Purchase Agreement is entered into as of the day and year first above written. 

 

									
	For and on behalf of	 		 	For and on behalf of
			
	ATLANTIC AIRCRAFT HOLDING LIMITED	 		 	AIRBUS S.A.S.
					
	By:	 	/s/ Roberto Kriete	 		 	By:	 	[ILLEGIBLE]
					
		 	Roberto Kriete	 		 		 	
					
	Its:	 	Attorney in fact.	 		 	Its:	 	[ILLEGIBLE]


  
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