Exhibit 2.4
Execution Version
DATED AS OF JANUARY 29, 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
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THIRD SUPPLEMENTAL AGREEMENT
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THIRD SUPPLEMENTAL AGREEMENT dated as of January 29, 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 and
Second 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 Third 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 Third
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;
"SECOND SUPPLEMENTAL AGREEMENT" means the Supplemental Agreement dated
as of 17 January 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.
1.2 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 Third Supplemental Agreement.
2. AMENDMENT
The Sale and Purchase Agreement is amended as follows: the expression
"sixty (60)" which appears in line 1 of Clause 2.9.1 is deleted and
replaced with the expression "one hundred and twenty (120)".
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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 Third 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 Third Supplemental Agreement.
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IN WITNESS WHEREOF, the parties to this Third Supplemental Agreement have caused
this Third 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
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Name: Xxxxxx X. Xxxxx
Title: Vice President and Chief
Financial Officer
Buyer
MACQUARIE AIRCRAFT LEASING LIMITED
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Attorney-in-Fact
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