EX-10.5.5



 Exhibit 10.5.5 
 A320F 
 Amendment No 5 

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. 5 
 TO THE A320 FAMILY PURCHASE AGREEMENT 
 BETWEEN 

ATLANTIC AIRCRAFT HOLDING LIMITED 
 AND 
 AIRBUS INDUSTRIE 

AI/CC-C NO 337.0002/01 

  
 [*] 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 

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 AMENDMENT NO 5 
 This Amendment No 5 to the A320 Family Purchase Agreement signed on the 19th day of March 1998 is made on the 6th day of April 2001 
 BETWEEN 
 AIRBUS INDUSTRIE, having its principal office at: 

1 Rond-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 the Winterbothan Trust Co Ltd. 
 7 Bolam House 
 8 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 AERONAUT ICAS S.A., 


	 	    	whose principal office is at: 


	 	    	Avenida deAragon, 404 


	 	    	28022 MADRID 


	 	    	SPAIN 

  

	 	    	and 

  

	 	(4)	AIRBUS UK LTO, 


	 	    	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 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. 


  
 [*] 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 

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	E -	The Buyer and the Seller have signed 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 signed an Amendment No 2 to the Purchase Agreement dated 28th December, 1999 covering: 


 

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


 

	 	(ii)	the [*] A320-200 Aircraft with [*] 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 Agreement. 

 The Buyer and the Seller have signed an 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. 

  

	H -	The Buyer has notified the Seller on 3rd April, 2000 of its decision to: 


 

	 	(i)	the A320-200 Aircraft into firm order ([*] becoming 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 [*]). 


 

	I -	In addition, the Buyer has notified the Seller on 23rd of July, 2000 of its decision to: 


 

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


[*][*] No 11 Firm No 43) and the 
 [*] A320-200 Aircraft (No 46), and 
  

	 	(ii)	the [*] A320-200 Aircraft 

 ([*]
Firm No 44) with [*] Firm A319-100 
 Aircraft (Firm No 32 [*]). 

  
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	J -	Now the Buyer and the Seller have agreed to enter In to the Amendment No 5 to the Purchase Agreement and, pursuant to modify certain Aircraft delivery dates as
hereafter described 

 NOWTHEREFORE IT IS AGREED AS FOLLOWS: 
 [*] 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 

  
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	1.	SCOPE 

 The scope of this
Amendment No 5 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. 

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

 

	9.1	Subject to the provisions of Clauses 2, 7, 8, 10 and 18 the Seller shalf 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 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 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 40
	  	December 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


  
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	2.	MISCELLANEOUS 

 It is
hereby 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 Nos except as excluded in this
Amendment No S. 
  

	8	In case of any inconsistency between this Amendment No S and the A320 

  

	9	Family Purchase Agreement , this Amendment No S shall prevail. Except as expressly amended by this Amendment No S, the A320 Family Purchase Agreement as amended to
date, remains in full force and effect as amended by this Amendment No S. 

 This Amendment No S 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 S 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 WITNESS WHEREOF, this Amendment 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


  
 [*] 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 

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 LETTER AGREEMENT NO 1 TO AMENDMENT NO 5 [*] 
 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 into 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 5, 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 5 
 The scope of this Letter Agreement No 1 to Amendment No 5 is to amend certain provisions of Letter Agreement No 1 to Amendment No 4 of the A320 Family Purchase Agreement in order to reflect the decision
of the Buyer and the Seller to modify certain [*] Aircraft delivery             agreed herein. 
 Clause 4 of Letter Agreement No 1 to Amendment No 4 of the A320 Family Purchase Agreement is hereby cancelled 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 hereabove, the [*] Aircraft will be ready for delivery at the following dates 

 

					
	[*] Aircraft No	  	Delivery Date	  	Type
	- 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	  	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


  
 [*] 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 

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 LETTER A GREEMENT NO 1 TO AMENDMENT NO 5 
 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 No 1 to the Amendment
No 5 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:	  	Attorney-in-fact	  		  	Its	  	Regional Director Contracts
					
	Date:	  	[ILLEGIBLE] 2001	  		  		  	


  
 [*] 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 

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