exv10w29






Exhibit 10.29




AMENDMENT N°6 TO THE




AIRCRAFT
PURCHASE
AGREEMENT


This Amendment N°6 (“Amendment”) dated July 28, 2009 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 Maurice Bellonte, 31707 Blagnac-Cedex, France 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 “ Purchase Agreement”),
	 
	K)	 	the parties amended the Agreement to incorporate the new Pratt and Whitney 4170 Propulsion
Systems as set out in the amendment to the Agreement dated as of November 6th 2007 (“Amendment
No 1”).
	 
	L)	 	the parties amended the Agreement to (i) convert five (5) A330-200 Freighter Aircraft into
A330-200 Aircraft, (ii) 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”).
	 
	M)	 	the parties amended the Agreement to modify the Scheduled Delivery Month for certain Aircraft
as set out in amendment to the Agreement dated September 30th 2008 (“Amendment No 3”).
	 
	N)	 	the parties amended the Agreement to, amongst other things, modify the Scheduled Delivery
Month for certain Aircraft, as set out in the amendment to the Agreement dated February
24th 2009 (“Amendment No4”).
	 
	O)	 	The parties amended the Agreement to provide for the terms under which the Buyer engaged in
a purchase and lease back transaction, as set out in the amendment to the Agreement dated
April 17th 2009 (“Amendment No5”).




The Purchase Agreement together with the Amendment No1, Amendment No2, Amendment No3, Amendment No4
and/or Amendment No5 shall be referred to as the “Agreement”.




Amendment No. 6 — AYR Freighter LLC and Airbus S.A.S.





 









 









	G)	 	The Buyer and Seller hereby agree to modify the Scheduled Delivery Month for Aircraft with
rank 4 and to modify the Conversion Notice deadline for certain Aircraft, upon the terms and
conditions set out herein.





THEREFORE, IT IS AGREED:





	1.	 	Schedule 1 to the Agreement Delivery Schedule
	 
	1.1	 	The parties have hereby agreed that A330-200 Freighter Aircraft with rank number 4 and CAC ID
264220 with Scheduled Delivery Month in December 2010 is rescheduled for Delivery to July 2011
(the “Rescheduled Aircraft”).
	 
	1.2	 	The parties agree that Clause 3 of Schedule 1 of the Agreement, as amended by Amendment No2,
Amendment No3, Amendment No4 and Amendment No5 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
	 	March or April or May 2012
	264220	 	4	 	A330-200 Freighter Aircraft
	 	July 2011
	264222	 	5	 	A330-200 Aircraft
	 	April 2011
	264223	 	6	 	A330-200 Aircraft
	 	May 2011
	264224	 	7	 	A330-200 Aircraft
	 	May 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. 6 — AYR Freighter LLC and Airbus S.A.S.





 









 









	2.	 	Predelivery Payments
	 
	2.1	 	The Buyer will make Predelivery Payments with respect to the Rescheduled Aircraft pursuant to
Clause 5 of the Agreement based on the revised Scheduled Delivery Month, except as provided
for in Paragraph 2.2 below. For information purposes, with respect to such Rescheduled
Aircraft, the parties hereto agree that the applicable Predelivery Payment amounts and dates
due are revised as set forth in Exhibit 1 to this Amendment.
	 
	2.2	 	The parties agree that the Seller shall retain excess Predelivery Payments resulting from the
rescheduling pursuant to Paragraph 1.1 above without interest accruing to the Buyer (the
“Retained PDP”). The Seller agrees to apply an amount equal to the Retained PDP towards
subsequent Predelivery Payment(s) due from the Buyer to the Seller, pursuant to the Agreement,
until the Retained PDP is reduced to an amount equal to zero.
	 
	3.	 	Conversion Notice deadlines for Aircraft with Rank 9 and 10
	 
	 	 	The parties agree that Clause 2 of Letter Agreement No11 Revision 1, as amended by Amendment
No2 to the Agreement, is hereby deleted and replaced by the following:
	 
	 	 	QUOTE






	 	2	 	Notice






	 	 	Such Aircraft type conversion is subject to the Buyer notifying the Seller in writing,






	 	(i)	 	for a conversion of the Eligible A330-200 Freighter Aircraft with ranks 9
and 10 to either A330-200 Aircraft or an A330-300 Aircraft, no later than
November 1st, 2009.
	 
	 	(ii)	 	for a conversion of the Eligible A330-200 Freighter Aircraft with ranks
11 and 12 to either A330-200 Aircraft or an A330-300 Aircraft, no later than the
first day of the twenty-sixth (26th) month prior to the Eligible A330-200
Freighter Aircraft’s Scheduled Delivery Month,
	 
	 	(iii)	 	for a conversion of an A330-200 Aircraft to an A330-300 Aircraft, no
later than the first day of the eighteenth (18th) month prior to the
A330-200 Aircraft’s Scheduled Delivery Month,




in either case (the “Conversion Notice”) that it wishes to convert the eligible Aircraft the
available.



Upon request by the Buyer prior to the delivery by the Buyer of a Conversion Notice, the Seller and
the Buyer shall consult regarding available delivery positions so that a Scheduled Delivery Month
for a Converted Aircraft may be agreed by the Seller and the Buyer, consistent with this clause and
Clause 3 below, before the Buyer issues a Conversion Notice.



For clarity, in any event the Conversion Notice shall be served in accordance with the timeframes
in this clause.




Amendment No. 6 — AYR Freighter LLC and Airbus S.A.S.





 









 







A Conversion Notice can be served once per eligible Aircraft and shall be irrevocable when given.
Upon receipt of a valid Conversion Notice, the Aircraft’s type shall be converted.





	 	 	UNQUOTE
	 
	4.	 	Miscellaneous
	 
	4.1	 	In this Amendment the terms herein, hereof, hereunder and words of similar import refer to
this Amendment.
	 
	4.2	 	Capitalised terms used herein and not otherwise defined in, or amended by, this Amendment
shall have the meanings assigned thereto in the Agreement, as amended from time to time.
	 
	4.3	 	The Agreement, its Exhibits, its Letter Agreements together with Amendment N° 1, Amendment N°
2, Amendment N° 3, Amendment No 4, Amendment No5 and this Amendment, 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.
	 
	4.4	 	In the event of any inconsistencies between the terms of the Agreement, including its
Exhibits and Letter Agreements and this Amendment, this Amendment shall prevail to the
extent of such inconsistency.
	 
	4.5	 	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.
	 
	4.6	 	This Amendment shall not be modified or varied except by an instrument in writing executed by
both parties or by their duly authorised representatives.
	 
	4.7	 	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 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 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/ Michael Platt	 	BY: /s/ Christophe Mourey
	 

	 	 

ITS :Manager
	 	 	 	 

ITS: Senior Vice President Contracts
	 
	 	 	 	 	 	 
	DATE: 7/28/2009	 	DATE: 28 July 2009






Amendment No. 6 — AYR Freighter LLC and Airbus S.A.S.