Re: Amendment of Stock Purchase Plan Engagement Agreement
Exhibit 7.13
August 26, 2015
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated
Bank of America Tower at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇, Managing Director
Copy to: ▇▇▇▇▇ ▇▇▇▇▇▇, Assistant General Counsel
| Re: | Amendment of Stock Purchase Plan Engagement Agreement |
Ladies and Gentlemen:
Reference is made to the Stock Purchase Plan Engagement Agreement (the “Purchase Agreement”) dated as of February 19, 2015 between Marubeni Aviation Holding Coöperatief U.A. (the “Purchaser”) and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“Broker”).
Purchaser desires to amend the Purchase Agreement to increase the total amount of Securities permitted to be purchased in Annex A of the Purchase Agreement to 27.5% of Aircastle Ltd. total shares outstanding as calculated per Aircastle Ltd.’s latest quarterly filing. Therefore, the opening paragraph of Annex A is hereby amended to replace the phrase “greater than 24.99% of Aircastle Ltd. total shares” with the phrase “greater than 27.5% of Aircastle Ltd. total shares”.
In connection with the amendment of the Purchase Agreement, the Purchaser hereby represents and warrants to Broker that on the date hereof the Purchaser is not aware of any material nonpublic information regarding the Company or its Securities, and that its decision to amend the Purchase Agreement was made in good faith and not as a part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Securities Exchange Act of 1934, as amended. Further, Purchaser hereby represents and warrants that this amendment has been consented to by Aircastle Limited in accordance with its Amended and Restated ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Compliance Program.
| Very truly yours, | ||
| Marubeni Aviation Holding Coöperatief U.A. | ||
| By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: |
▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Title: |
Managing Director | |
Acknowledged and agreed to as of
the date first above written,
▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇
INCORPORATED
| By: |
/s/ ▇▇▇▇ ▇▇▇▇▇ | |
| Name: |
▇▇▇▇ ▇▇▇▇▇ | |
| Title: |
Managing Director |