AMENDMENT N°3 TO THE AIRCRAFT PURCHASE AGREEMENT
Exhibit 10.26
AMENDMENT N°3 TO THE
This Amendment N°3 (“Amendment N°3”) dated September 30, 2008 is made between
AIRBUS S.A.S., a société par actions simplifiée, created and existing under French law having its
registered office at 1 rond-point Xxxxxxx Xxxxxxxx, 00000 Xxxxxxx-Xxxxx, Xxxxxx and registered with
the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814 (the “Seller”),
and
AYR FREIGHTER LLC a limited liability company organized and existing under the laws of the State of
Delaware (hereinafter referred to as the “Buyer”),
WHEREAS:
A) | the Buyer and the Seller have entered into a purchase agreement dated June 20th, 2007 which covers the manufacture and the sale by the Seller and the purchase by the Buyer of fifteen (15) A330-200 Freighter aircraft (the “Agreement”), | |
B) | the parties amended the Agreement to incorporate the new Xxxxx and Whitney 4170 Propulsion Systems as set out in the amendment to the Agreement dated November 6th 2007 (“Amendment Nº 1”). | |
C) | the parties amended the Agreement to (i) convert five (5) A330-200 Freighter Aircraft into X000-000 Xxxxxxxx, (xx) to modify the Scheduled Delivery Months of the Aircraft, and (iii) to cancel three (3) A330-200 Freighter Aircraft as set as set out in the amendment to the Agreement dated July 31st 2008 (“Amendment Nº 2”). |
The Buyer and Seller hereby agree to, amongst other things, modify the Scheduled Delivery Month for
certain Aircraft, upon the terms and conditions set out herein.
THEREFORE, IT IS AGREED:
1. | Definitions | |
1.2 | Capitalised terms used herein and not otherwise defined in, or amended by, this Amendment N°3 shall have the meanings assigned thereto in the Agreement, as amended by Amendment N°1 and Nº2. | |
1.3 | The following new definitions are hereby inserted in Clause 0 of the Agreement as follows: | |
QUOTE |
Amendment No. 3 — AYR Freighter LLC and Airbus S.A.S.
Aircraft CAC ID | the contractual Aircraft ID number that is assigned to each Aircraft by the Seller and remains unchanged despite of deferrals or advances in the Delivery Schedule. |
UNQUOTE |
2. | Schedule 1 to the Agreement Delivery Schedule |
2.1 | The parties have agreed that Clause 3 of Schedule 1 Revision 1, included as Appendix C to Amendment Nº2 to the Purchase Agreement, shall be deleted in its entirety and replaced by the following: | |
QUOTE |
Clause 3. Delivery Schedule
Aircraft | Scheduled Delivery | |||||||
CAC ID | Rank | Aircraft type | Month | |||||
264217
|
1 | A330-200 Freighter Aircraft | August 2010 | |||||
264219
|
3 | A330-200 Freighter Aircraft | October 2010 | |||||
264218
|
2 | A330-200 Aircraft | November 2010 | |||||
264220
|
4 | A330-200 Freighter Aircraft | December 2010 | |||||
264222
|
5 | A330-200 Aircraft | April 2011 | |||||
264223
|
6 | A330-200 Aircraft | May 2011 | |||||
264224
|
7 | A330-200 Aircraft | May 2011 | |||||
264225
|
8 | A330-200 Aircraft | June 2011 | |||||
264227
|
9 | A330-200 Freighter Aircraft | October 2011 | |||||
264228
|
10 | A330-200 Freighter Aircraft | November 2011 | |||||
264230
|
11 | A330-200 Freighter Aircraft | April 2012 | |||||
264231
|
12 | A330-200 Freighter Aircraft | May 2012 |
UNQUOTE |
Amendment No. 3 — AYR Freighter LLC and Airbus S.A.S.
3. | Notices |
The parties have hereby agreed that Clause 22.2 of the Agreement shall be deleted and replaced by
the following:
QUOTE
22.2 Notices
All notices and requests required or authorized hereunder will be given in writing either by
personal delivery to a responsible officer of the party to whom the same is given or by commercial
courier, certified air mail (return receipt requested) or facsimile at the addresses and numbers
set forth below. The date on which any such notice or request is so personally delivered, or if
such notice or request is given by commercial courier, certified air mail or facsimile, the date on
which sent, will be deemed to be the effective date of such notice or request.
The Seller will be addressed at:
AIRBUS S.A.S
0, xxxx-xxxxx Xxxxxxx Xxxxxxxx
00000 Xxxxxxx, Xxxxxx
Attention: SVP Sales Contracts
Telephone: x00 000 00 00 00
Telecopy: x00 000 00 00 00
0, xxxx-xxxxx Xxxxxxx Xxxxxxxx
00000 Xxxxxxx, Xxxxxx
Attention: SVP Sales Contracts
Telephone: x00 000 00 00 00
Telecopy: x00 000 00 00 00
The Buyer will be addressed at:
AYR FREIGHTER LLC
c/o Aircastle Advisor LLC
000 Xxxxxxxx Xxxxx
Xxxxx Xxxxx
Xxxxxxxx XX 00000
XXX
Attention General Counsel
Fax: x0 (000) 000-0000
c/o Aircastle Advisor LLC
000 Xxxxxxxx Xxxxx
Xxxxx Xxxxx
Xxxxxxxx XX 00000
XXX
Attention General Counsel
Fax: x0 (000) 000-0000
From time to time, the party receiving the notice or request may designate another address or
another person.
UNQUOTE
4. | Miscellaneous | |
4.1 | The Agreement, its Exhibits, its Letter Agreements together with Amendment N° 1, Amendment N° 2 and Amendment N° 3, contain the entire agreement in relation to their subject matter between the parties and supersede any previous understandings, commitments and/or representations whatsoever oral or written to the extent it relates to the subject matter hereof. |
Amendment No. 3 — AYR Freighter LLC and Airbus S.A.S.
4.2 | In the event of any inconsistencies between the terms of the Agreement, including its Exhibits and Letter Agreements and this Amendment N°3, Amendment N°3 shall prevail to the extent of such inconsistency. | |
4.3 | The Agreement including its Exhibits and Letter Agreements shall be deemed amended and supplemented to the extent herein provided and as so amended and supplemented shall remain in full force and effect. | |
4.4 | This Amendment N° 3 shall not be modified or varied except by an instrument in writing executed by both parties or by their duly authorised representatives. | |
4.5 | Clauses 22.2 (Notices), 22.3 (Waiver), 22.6 (Interpretation and Law) 22.4 (International Supply Contract), 22.13 (Language), 22.15 (Counterparts) and 22.9 (Confidentiality) of the Agreement shall apply to this Amendment N° 3 mutatis mutandis as if set out in full herein. |
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 Amendment Nº3 to the Seller.
Agreed and Accepted |
Agreed and Accepted | ||||||
For and on behalf of |
For and on behalf of | ||||||
AYR FREIGHTER LLC
|
AIRBUS S.A.S. | ||||||
BY: | /s/ Xxxxxxx Xxxxxxx |
BY: | /s/ Xxxxxxxxxx Xxxxxx | ||||
ITS: Managing Director |
ITS: Senior Vice President Contracts | ||||||
DATE: September 30, 2008
|
DATE: September 30, 2008 |
Amendment No. 3 — AYR Freighter LLC and Airbus S.A.S.