exv10w27






Exhibit 10.27




AMENDMENT
N°4 TO THE




AIRCRAFT PURCHASE AGREEMENT


This Amendment N°4 (“Amendment N°4”) dated February 24, 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 “Agreement”),
	 
	D)	 	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”).
	 
	E)	 	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”).
	 
	F)	 	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”).




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.	 	Schedule 1 to the Agreement Delivery Schedule
	 
	1.1	 	The parties have agreed that Clause 3 of Schedule 1 Revision 1, included as Appendix C to
Amendment No2 to the Purchase Agreement, as amended by Amendment No3 to the Purchase
Agreement, shall be deleted in its entirety and replaced by the following:





Amendment No. 4 — AYR Freighter LLC and Airbus S.A.S.





 









 









     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
	 	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
	 
	1.2	 	The parties have hereby agreed that A330-200 Aircraft with CAC ID 264218 (the “Flexible
Delivery Aircraft”) is now scheduled for Delivery in March, April or May 2012.
	 
	 	 	The Seller shall notify the Buyer in writing of the Scheduled Delivery Month selection no
later than March 1st 2010.
	 
	 	 	The Scheduled Delivery Month shall be determined by Seller at its sole discretion, but may
only be in one of March, April or May 2012, unless otherwise agreed in writing by the
parties.





Amendment No. 4 — AYR Freighter LLC and Airbus S.A.S.







 









 









	2.	 	Miscellaneous
	 
	2.1	 	The Agreement, its Exhibits, its Letter Agreements together with Amendment N° 1, Amendment
N° 2, Amendment N° 3 and Amendment No 4, 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.
	 
	2.2	 	In the event of any inconsistencies between the terms of the Agreement, including its
Exhibits and Letter Agreements and this Amendment N°4, Amendment N°4 shall prevail to the
extent of such inconsistency.
	 
	2.3	 	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.
	 
	2.4	 	This Amendment N° 4 shall not be modified or varied except by an instrument in writing
executed by both parties or by their duly authorised representatives.
	 
	2.5	 	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° 4 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 No4 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: 2/24/2009	 	DATE: 2/24/2009






Amendment No. 4 — AYR Freighter LLC and Airbus S.A.S.