A320F Amendment No 2 between AIRBUS INDUSTRIE and ATLANTIC AIRCRAFT HOLDING LIMITED

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:

0 Xxxx-Xxxxx Xxxxxxx Xxxxxxxx

00000 XXXXXXX-XXXXX

XXXXXX

(hereinafter referred to as the “Seller” of the one part

AND

ATLANTIC AIRCRAFT HOLDING LIMITED, having its principal office at:

Bolam House

King and Xxxxxx 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:

00, Xxxxxxxxx Xxxxxxxxxxx

00000 XXXXX

XXXXXX,

(2) DAIMLER-CHRYSLER AIRBUS GmbH,

whose principal office is at:

Xxxxxxxxx 00

Xxxxxxxx 00 00 09

00000-XXXXXXX

XXXXXXX XXXXXXXX OF GERMANY,

(3) CONSTRUCCIONES AERONAUTICAS S.A.,

whose principal office is at:

Xxxxxxx xx Xxxxxx, 000

00000 XXXXXX

XXXXX

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) [*] A320-200 Aircraft [*] and

To [*] 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 Xx 00		Xxxxxx 0000		X000-000
- Xxxxxxxx Xx 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 Xx 00		Xxxxxx 0000		X000-000
- Xxxxxxxx Xx 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/ Xxx X. Xxxxxx de Montenegro						/s/ Xxxxxxx Xxxxxxxxx
By:		Xxx X. Xxxxxx de Montenegro				By		Xxxxxxx Xxxxxxxxx
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 Xxxxxx 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 Xx 00		Xxxxxx 0000		X000-000
- Xxxxxxxx Xx 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 Xx 00		Xxxxxx 0000		X000-000
- Xxxxxxxx Xx 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/ Xxx X. Xxxxxx de Montenegro						/s/ Xxxxxxx Xxxxxxxxx
By		Xxx X. Xxxxxx de Montenegro				By		Xxxxxxx Xxxxxxxxx
Its:		Director-Insurance & Contracts				Its		Regional Director Contracts
Date:		28th of December 1999

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