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:
▇ ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇
▇▇▇▇▇▇
(hereinafter referred to as the “Seller” of the one part
AND
ATLANTIC AIRCRAFT HOLDING LIMITED, having its principal office at:
Bolam House
King and ▇▇▇▇▇▇ 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: |
| ▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ |
| ▇▇▇▇▇ ▇▇▇▇▇ |
| ▇▇▇▇▇▇, |
| (2) | DAIMLER-CHRYSLER AIRBUS GmbH, |
| whose principal office is at: |
| ▇▇▇▇▇▇▇▇▇ ▇▇ |
| ▇▇▇▇▇▇▇▇ ▇▇ ▇▇ 09 |
| ▇▇▇▇▇-▇▇▇▇▇▇▇ |
| ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ OF GERMANY, |
| (3) | CONSTRUCCIONES AERONAUTICAS S.A., |
| whose principal office is at: |
| ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, ▇▇▇ |
| ▇▇▇▇▇ ▇▇▇▇▇▇ |
| ▇▇▇▇▇ |
| 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 ▇▇ ▇▇ |
▇▇▇▇▇▇ ▇▇▇▇ | ▇▇▇▇-▇▇▇ | ||
| - ▇▇▇▇▇▇▇▇ ▇▇ 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 ▇▇ ▇▇ |
▇▇▇▇▇▇ ▇▇▇▇ | ▇▇▇▇-▇▇▇ | ||
| - ▇▇▇▇▇▇▇▇ ▇▇ 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/ ▇▇▇ ▇. ▇▇▇▇▇▇ de Montenegro | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||||||
| By: | ▇▇▇ ▇. ▇▇▇▇▇▇ de Montenegro | By | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||||
| 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 ▇▇▇▇▇▇ 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 ▇▇ ▇▇ |
▇▇▇▇▇▇ ▇▇▇▇ | ▇▇▇▇-▇▇▇ | ||
| - ▇▇▇▇▇▇▇▇ ▇▇ 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 ▇▇ ▇▇ |
▇▇▇▇▇▇ ▇▇▇▇ | ▇▇▇▇-▇▇▇ | ||
| - ▇▇▇▇▇▇▇▇ ▇▇ 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/ ▇▇▇ ▇. ▇▇▇▇▇▇ de Montenegro | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||||||
| By | ▇▇▇ ▇. ▇▇▇▇▇▇ de Montenegro | By | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||||
| Its: | Director-Insurance & Contracts | Its | Regional Director Contracts | |||||
| Date: | 28th of December 1999 | |||||||
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