EX-10.5.2



 Exhibit 10.5.2 
 A320F 
 Amendment No 2 

between 

AIRBUS INDUSTRIE 
 and 
 ATLANTIC AIRCRAFT 

HOLDING LIMITED 
 [*]
Represents material which has been redacted and filed seperately 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. 2 

TO THE A320 FAMILY PURCHASE AGREEMENT 
 BETWEEN 
 ATLANTIC AIRCRAFT HOLDING LIMITED 

AIRBUS INDUSTRIE 

AI/CC-C No 337.0057/99 

  
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 AMENDMENT NO 2 
 This Amendment No 2 to the A320 Family Purchase Agreement signed on the 19th day of March 1998 is made on the 28th day of December 1999 
 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’lntert 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-MATRA S.A., 


	 	    	whose principal office is at: 


	 	    	37, Boulevard Montmorency 


	 	    	75016 PARIS 


	 	    	FRANCE, 

  

	 	(2)	DAIMLER-CHRYSLER 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. 


  
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	E -	The Buyer and the Seller have signed a Amendment No 1 dated September 9th, 1998 covering the [*] (2) Firm A319-100 Aircraft (on December 1999 and January
2000). 

  

	F -	The Buyer has notified the Seller on the 16th November, 1999 of its decision to: 


 

	 	(i)	[*] Option A320-200 Aircraft [*] and 


	 	    	To [*] Option A320-200 Aircraft, 


	 	    	and 

  

	 	(ii)	to [*] three (3) Option A320-200 Aircraft with 


	 	    	[*] Firm A320-200 Aircraft. 

  

	G -	Now the Buyer and the Seller agree to modify the Aircraft delivery dates as hereafter described 

 NOW THEREFORE IT IS AGREED AS FOLLOWS: 

  
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	1.	SCOPE 

 The scope of this
Amendment No 2 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.	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: 

 UNQUOTE             

  
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	 	  	 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 30
	  	June 2004	  	A319-100
	 - Aircraft No 31
	  	September 2004	  	A319-100
	 - Aircraft No 32
	  	November 2004	  	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


  
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	2.	MISCELLANEOUS 

 It is understood
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 2 if not otherwise agreed upon in the Amendment
No 2. 
 In case of any inconsistency between this Amendment No 2 and the A320 Family Purchase Agreement and/or Amendment No 1,
this Amendment No 2 shall prevail, except as expressly amended by this Amendment No 2, the A320 Family Purchase Agreement as amended to date, remaining in full force and effect with such additional amendment as set forth in Amendment No 2.

 This Amendment No 2 and its Letter Agreements and appendix together with the Agreement, its Exibits 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 2 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 2 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
					
		  	/s/ Ana I. Lacayo de Montenegro	  		  		  	/s/ Francis Robillard
					
	By:	  	Ana I. Lacayo de Montenegro	  		  	By	  	Francis Robillard
					
	Its	  	Director-Insurance & Contracts	  		  	Its	  	Regional Director Contracts


  
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 LETTER AGREEMENT NO 1 TO THE AMENDMENT NO 2 
 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 2 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 2 
 The scope of this Letter Agreement No 1 of the Amendment No 2 is to amend certain provisions of the Letter Agreement No 3 and Letter Agreement No 1 to Amendment No 1 of the A320 Family Purchase Agreement
in order 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 and Clause 4 of the Letter Agreement No 1 of the A320 Family Purchase Agreement is therefore cancelled and replaced by the following Article 1hereof: 
 QUOTE 
  

	4.	DELIVERY OF [*] AIRCRAFT 

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

 

					
	[*] Aircraft No	  	Delivery Date	  	 
	 - 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
	 - 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	  	

 UNQUOTE 

  
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 LETTER AGREEMENT NO 1 TO THE AMENDMENT NO 2 
 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
					
		  	/s/ Ana I. Lacayo de Montenegro	  		  		  	/s/ Francis Robillard
					
	By	  	Ana I. Lacayo de Montenegro	  		  	By	  	Francis Robillard
					
	Its:	  	Director-Insurance & Contracts	  		  	Its	  	Regional Director Contracts
					
	Date:	  	28th of December 1999	  		  		  	


  
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