A320F Amendment No 5 between AIRBUS INDUSTRIE and ATLANTIC AIRCRAFT HOLDING LIMITED
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 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:
c/o the Winterbothan Trust Co Ltd.
7 Bolam House
8 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’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: |
| 00, Xxxxxxxxx Xxxxxxxxxxx |
| 00000 XXXXX |
| XXXXXX, |
| (2) | XXXX Airbus GmbH, |
| whose principal office is at: |
| Xxxxxxxxx 00 |
| Xxxxxxxx 00 00 09 |
| 00000-XXXXXXX |
| XXXXXXX XXXXXXXX OF GERMANY, |
| (3) | CONSTRUCCIONES AERONAUT ICAS S.A., |
| whose principal office is at: |
| Xxxxxxx xxXxxxxx, 000 |
| 00000 XXXXXX |
| XXXXX |
| 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 [*] X000-000 Xxxxxxxx (Xx 00), xxx |
| (xx) | 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
[*] X000-000 Xxxxxxxx (Xx 00), xxx
| (xx) | 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 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 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 | ||
| - 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/ Xxx X. Xxxxxx de Montenegro | /s/ Xxxxxxx Xxxxxxxxx | |||||||
| By | Xxx X. Xxxxxx de Montenegro | By | Xxxxxxx Xxxxxxxxx | |||||
| 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 Xxxxxx 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 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 | 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/ Xxx X. Xxxxxx de Montenegro | /s/ Xxxxxxx Xxxxxxxxx | |||||||
| By | Xxx X. Xxxxxx de Montenegro | By | Xxxxxxx Xxxxxxxxx | |||||
| 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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