exv10w26






Exhibit 10.26




AMENDMENT N°3 TO THE




AIRCRAFT PURCHASE AGREEMENT


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 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 “Agreement”),
	 
	B)	 	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 November 6th 2007 (“Amendment No
1”).
	 
	C)	 	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”).




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

1, rond-point Maurice Bellonte

31700 Blagnac, France

Attention: SVP Sales Contracts

Telephone: +33 561 93 43 85

Telecopy: +33 561 93 47 27




The Buyer will be addressed at:




AYR FREIGHTER LLC

c/o Aircastle Advisor LLC

300 Stamford Place

Fifth Floor

Stamford CT 06902

USA

Attention General Counsel

Fax: +1 (917) 591-9106



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/ Michael Inglese
	 	BY: 	/s/ Christophe Mourey
	 	 	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.