0000950123-10-021306 Sample Contracts

LEASE AGREEMENT (CAC [_________]) between WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee, as Lessor and SOUTH AFRICAN AIRWAYS (PTY) LTD., as Lessee Dated as of December 16, 2009 Relating to...
Lease Agreement • March 5th, 2010 • Aircastle LTD • Services-equipment rental & leasing, nec • England and Wales

LEASE AGREEMENT (CAC [__________]), dated as of December 16, 2009 (this “Lease Agreement”), between WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Owner Trustee (“Lessor”), and SOUTH AFRICAN AIRWAYS (PTY) LTD., a private limited liability company (“Lessee”).

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AMENDMENT N° 8 TO THE AIRCRAFT PURCHASE AGREEMENT
Aircraft Purchase Agreement • March 5th, 2010 • Aircastle LTD • Services-equipment rental & leasing, nec

AIRBUS S.A.S., a société par actions simplifiée, created and existing under French law having its registered office at 1 rond-point Maurice Bellonte, 31707 Blagnac-Cedex, France and registered with the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814 (the “Seller”),

AMENDMENT N°4 TO THE AIRCRAFT PURCHASE AGREEMENT
Aircraft Purchase Agreement • March 5th, 2010 • Aircastle LTD • Services-equipment rental & leasing, nec

AIRBUS S.A.S., a société par actions simplifiée, created and existing under French law having its registered office at 1 rond-point Maurice Bellonte, 31707 Blagnac-Cedex, France and registered with the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814 (the “Seller”),

AMENDMENT N°6 TO THE AIRCRAFT PURCHASE AGREEMENT
Aircraft Purchase Agreement • March 5th, 2010 • Aircastle LTD • Services-equipment rental & leasing, nec

AIRBUS S.A.S., a société par actions simplifiée, created and existing under French law having its registered office at 1 rond-point Maurice Bellonte, 31707 Blagnac-Cedex, France and registered with the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814 (the “Seller”),

AMENDMENT No. 1 TO THE A330-200 FREIGHTER PURCHASE AGREEMENT Dated as of June 20, 2007 between Airbus S.A.S., Seller and AYR FREIGHTER LLC Buyer
200 Freighter Purchase Agreement • March 5th, 2010 • Aircastle LTD • Services-equipment rental & leasing, nec

This Amendment No. 1 (hereinafter referred to as the “Amendment”) is entered into as of November 6, 2007, between Airbus S.A.S. a Société par Actions Simplifée organized and existing under the laws of the Republic of France, having its registered office located at 1, Rond-Point Maurice Bellonte, 31700 Blagnac, France (hereinafter referred to as 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”).

AMENDMENT N° 5 TO THE AIRCRAFT PURCHASE AGREEMENT
Aircraft Purchase Agreement • March 5th, 2010 • Aircastle LTD • Services-equipment rental & leasing, nec

AIRBUS S.A.S., a société par actions simplifiée, created and existing under French law having its registered office at 1 rond-point Maurice Bellonte, 31707 Blagnac-Cedex, France and registered with the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814 (the “Seller”),

AMENDMENT N°3 TO THE AIRCRAFT PURCHASE AGREEMENT
Aircraft Purchase Agreement • March 5th, 2010 • Aircastle LTD • Services-equipment rental & leasing, nec

AIRBUS S.A.S., a société par actions simplifiée, created and existing under French law having its registered office at 1 rond-point Maurice Bellonte, 31707 Blagnac-Cedex, France and registered with the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814 (the “Seller”),

AMENDMENT N° 7 TO THE AIRCRAFT PURCHASE AGREEMENT
Aircraft Purchase Agreement • March 5th, 2010 • Aircastle LTD • Services-equipment rental & leasing, nec

AIRBUS S.A.S., a société par actions simplifiée, created and existing under French law having its registered office at 1 rond-point Maurice Bellonte, 31707 Blagnac-Cedex, France and registered with the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814 (the “Seller”),

FORM OF RESTRICTED SHARE UNIT AGREEMENT UNDER THE AMENDED AND RESTATED AIRCASTLE LIMITED 2005 EQUITY AND INCENTIVE PLAN EMPLOYEE FORM-INTERNATIONAL
Restricted Share Unit Agreement • March 5th, 2010 • Aircastle LTD • Services-equipment rental & leasing, nec

This Award Agreement (this “Restricted Share Unit Agreement”), dated as of , 2009 (the “Date of Grant”), is made by and between Aircastle Investment Limited, a Bermuda exempted company (the “Company”) and [ ] (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Amended and Restated Aircastle Limited 2005 Equity and Incentive Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.

FORM OF AMENDED RESTRICTED SHARE AGREEMENT UNDER THE AMENDED AND RESTATED AIRCASTLE LIMITED 2005 EQUITY AND INCENTIVE PLAN
Restricted Share Agreement • March 5th, 2010 • Aircastle LTD • Services-equipment rental & leasing, nec

This Award Agreement (this “Restricted Share Agreement”), dated as of , 2009 (the “Date of Grant”), is made by and between Aircastle Limited, a Bermuda exempted Company (the “Company”) and [ ] (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Amended and Restated Aircastle Limited 2005 Equity and Incentive Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.

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