EXHIBIT 2.6
EXECUTION VERSION
DATED AS OF FEBRUARY 6, 2007
BETWEEN
GATX FINANCIAL CORPORATION
as Seller
and
MACQUARIE AIRCRAFT LEASING LIMITED
as Buyer
RELATING TO THE SALE AND PURCHASE
of
THE GATX AIR BUSINESS
----------
FIFTH SUPPLEMENTAL AGREEMENT
----------
FIFTH SUPPLEMENTAL AGREEMENT dated as of February 6, 2007 between GATX Financial
Corporation, a Delaware corporation ("SELLER"), and Macquarie Aircraft Leasing
Limited, a company incorporated under the laws of the Republic of Ireland
("BUYER").
WITNESSETH:
WHEREAS, Seller and Buyer entered into the Sale and Purchase Agreement.
WHEREAS, Seller and Buyer entered into the First Supplemental Agreement, Second
Supplemental Agreement, Third Supplemental Agreement and Fourth Supplemental
Agreement amending the Sale and Purchase Agreement and agreeing certain
additional matters.
WHEREAS, Seller and Buyer wish to make a certain further amendment to the Sale
and Purchase Agreement.
Accordingly, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Seller and Buyer agree as follows:
1. DEFINITIONS
1.1 Definitions
As used in this Fifth Supplemental Agreement (including the recitals
hereto) and save as otherwise defined herein, terms defined in the Sale and
Purchase Agreement shall bear the same respective meanings ascribed to them
in the Sale and Purchase Agreement when used in this Fifth Supplemental
Agreement and:
"FIRST SUPPLEMENTAL AGREEMENT" means the Supplemental Agreement dated as of
November 30, 2006 between Seller and Buyer amending and supplementing the
Sale and Purchase Agreement;
"FOURTH SUPPLEMENTAL AGREEMENT" means the Supplemental Agreement dated as
of January 31, 2007 between Seller and Buyer amending and supplementing the
Sale and Purchase Agreement;
"SECOND SUPPLEMENTAL AGREEMENT" means the Supplemental Agreement dated as
of January 17, 2007 between Seller and Buyer amending and supplementing the
Sale and Purchase Agreement; and
"THIRD SUPPLEMENTAL AGREEMENT" means the Supplemental Agreement dated as of
January 29, 2007 between Seller and Buyer amending and supplementing the
Sale and Purchase Agreement; and
"SALE AND PURCHASE AGREEMENT" means the Sale and Purchase Agreement dated
as of September 28, 2006 between Seller and Buyer.
-1-
1.2 Other Definitional and Interpretative Provisions
Clause 1.2 of the Sale and Purchase Agreement is hereby deemed to be
incorporated herein as if all references therein to "this Agreement" were
references to this Fifth Supplemental Agreement.
2. AMENDMENT
The Sale and Purchase Agreement is amended as follows: the expression
"forty five (45)" which appears in line 2 of Clause 2.8.4(d) is deleted and
replaced with the expression "sixty (60)".
3. MISCELLANEOUS
3.1 The provisions of Clauses 13.1, 13.2, 13.3, 13.4, 13.5, 13.6, 13.8 and
13.10 are hereby deemed to be incorporated herein as if all references
therein to "this Agreement" were references to this Fifth Supplemental
Agreement.
3.2 References to "this Agreement" in the Sale and Purchase Agreement are
deemed to be references to the Sale and Purchase Agreement as amended by
this Fifth Supplemental Agreement.
-2-
IN WITNESS WHEREOF, the parties to this Fifth Supplemental Agreement have caused
this Fifth Supplemental Agreement to be duly executed by their respective
authorized officers as of the day and year first above written.
Seller
GATX FINANCIAL CORPORATION
By: /s/ Xxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President and Chief
Financial Officer
Buyer
MACQUARIE AIRCRAFT LEASING LIMITED
By: /s/ Xxxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Attorney-in-Fact
-3-
