exv10w25






Exhibit 10.25




AMENDMENT No 2




TO THE




AIRCRAFT PURCHASE AGREEMENT




BETWEEN




AIRBUS S. A. S.

as Seller




AND




AYR FREIGHTER LLC

as Buyer




Reference Number: CT0801499





Reference: CT0801499 (10)


AYR
Freighter LLC —  Amendment No. 2








Page 1 of 15









 





CONTENTS




	 	 	 
	AMENDMENT TO THE AGREEMENT
	 	 	 

	1.	 	Clause 0 — Definitions

	2.	 	Clause 2 — Propulsion Systems

	3.	 	Clause 4 — Price Revision

	4.	 	Clause 16 — Appendix

	5.	 	Exhibits General

	6.	 	Schedule 1 to Purchase Agreement

	7.	 	Exhibit A — Standard Specification

	8.	 	Exhibit B2  — A330-200 Aircraft SCN lists

	9.	 	Exhibit D — Certificate of acceptance

	10.	 	Exhibit H — General Electric — Propulsion Systems Price Revision Formula

	 	 	 

	AMENDMENT TO LETTER AGREEMENTS
	 	 	 

	11.	 	Letter Agreements — General

	12.	 	Letter Agreement No 1 — Purchase Incentives

	13.	 	Letter Agreement No 2 — Miscellaneous

	14.	 	Letter Agreement No 3 — Predelivery Payments

	15.	 	Letter Agreement No 4 — Other Matters

	16.	 	Letter Agreement No 5 — Lease Support

	17.	 	Letter Agreement No 6 — Flexibility

	18.	 	Letter Agreement No 11 — Conversion Rights

	19.	 	Letter Agreement No12 — Delivery Matters

	20.	 	Letter Agreement No14 — Purchase Agreement Matters

	21.	 	General Provisions

	22.	 	Miscellaneous

	 	 	 

	APPENDICIES
	 	 	 

	Appendix A — Exhibit A — A330-200 Specification
	Appendix B —
Exhibit B2 — A330-200 SCN List
	Appendix C — Schedule 1 Revision 1
	Appendix D — Exhibit H — Pratt and Whitney Price Revision Formula
	Appendix E — Letter Agreement N° 11 Revision 1







Reference:
CT0801499 (10)


AYR
Freighter LLC —  Amendment No. 2










Page 2 of 15









 





AMENDMENT N°2 TO THE




AIRCRAFT PURCHASE AGREEMENT


This Amendment N°2 (“Amendment N°2”) dated July 31, 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”).




The Buyer and Seller hereby agree to, amongst other things, (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, upon the terms and conditions set out
herein.



THEREFORE, IT IS AGREED:






Reference: CT0801499(10)

AYR Freighter Amendment No. 2



Page 3 of 15









 






	1.	 	Clause 0 — Definitions
	 
	1.1	 	Capitalised terms used herein and not otherwise defined in, or amended by, this Amendment N°2
shall have the meanings assigned thereto in the Agreement, as amended by Amendment N°1.
	 
	1.2	 	The following new definitions shall be inserted in Clause 0 of the Agreement as follows:
	 
	 	 	QUOTE






	 	 	A330-200 Aircraft — the A330-200 Aircraft together with all components, equipment,
parts and accessories installed in or on such Aircraft and the relevant Propulsion Systems
installed thereon upon delivery.
	 
	 	 	A330-200 Freighter Aircraft — the A330-200 Freighter Aircraft together with all
components, equipment, parts and accessories installed in or on such Aircraft and the
relevant Propulsion Systems installed thereon upon delivery.
	 
	 	 	Airframe Price Revision Formula— shall have the same meaning as the Seller Price
Revision Formula this being the price revision formula set forth in Exhibit G.
	 
	 	 	UNQUOTE
	 
	1.3	 	Following definitions in Clause 0 of the Agreement are herby deleted in their entirety and
replaced by the following:
	 
	 	 	QUOTE
	 
	 	 	Agreement — this A330-200 Freighter Aircraft and A330-200 Aircraft purchase
agreement, including all exhibits and appendices attached hereto, as the same may be amended
or modified and in effect from time to time.
	 
	 	 	Aircraft— any or all of the twelve (12) firm aircraft, being either A330-200
Freighter Aircraft or A330-200 Aircraft as the case may be, and as the context demands, for
which the delivery schedule is set forth in Clause 9.1.1, to be sold by the Seller and
purchased by the Buyer pursuant to this Agreement.
	 
	 	 	Airframe — either the A330-200 Freighter Aircraft Airframe or the A330-200 Aircraft
Airframe, as the case may be, excluding the relevant applicable Propulsion Systems.
	 
	 	 	Specification— the Standard Specification as amended by the SCNs set forth in
Exhibit B-2 to the Agreement for the A330-200 Freighter Aircraft and for the A330-200
Aircraft the SCNs set out as Appendix B to this Amendment N°2, as may be further amended or
modified in accordance with this Agreement.
	 
	 	 	Standard Specification —






	 	(i)	 	For the A330-200 Freighter Aircraft the standard specification
document with reference G 000 0F000, Issue 2, dated November 30, 2007, published
by the Seller, a copy of which is annexed as Exhibit A to the Agreement, and
	 
	 	(ii)	 	For A330-200 Aircraft standard specification document with
reference G 000 02000 issue 4.5, dated April 30, 2008 published by the Seller
for the following increased design weights MTOW 233t, MLW 182t and






Reference: CT0801499(10)

AYR Freighter LLC — Amendment No. 2 



Page 4 of 15









 






	 	 	 	MZFW 170t, a
copy of which is annexed as Appendix A to this Amendment N°1.






	 	 	UNQUOTE
	 
	2.	 	Clause 2 — Propulsion Systems
	 
	2.1	 	Clause 2.2.1 of the Agreement is deleted in its entirety and replaced by the following:
	 
	 	 	QUOTE






	 	2.2.1	 	Available Propulsion Systems
	 
	 	 	 	The Aircraft shall be equipped with a set of two of the following Propulsion
Systems, depending on the Aircraft type:
	 
	 	2.2.1.1	 	available A330-200 Freighter Aircraft Propulsion Systems
	 
	 	 	 	two (2) Rolls Royce Trent 772B engines, or

two (2) Pratt & Whitney PW4170 engines;
	 
	 	2.2.1.2	 	available A330-200 Aircraft Propulsion Systems
	 
	 	 	 	two (2) Rolls Royce Trent 772B engines, or

two (2) Pratt & Whitney PW4170 engines; or

two (2) General Electric CF6-80E1A4 engines, or

two (2) General Electric CF6-80E1A3 engines.






	 	 	The Buyer, pursuant to sub-Clause 2.2.2 below, shall select the available Propulsion System
for the relevant Aircraft type. Each Propulsion Systems shall include nacelles, thrust
reversers and associated standard equipment, installed on such Aircraft on Delivery.
	 
	 	 	For clarity, General Electric CF6 Propulsion Systems are not offered or available for the
A330-200 Freighter Aircraft.
	 
	 	 	UNQUOTE









Reference: CT0801499(10)

AYR Freighter LLC — Amendment No. 2 


Page 5 of 15









 






	3.	 	Clause 16 — Appendix A.
	 
	 	 	Further to the introduction of the A330-200 Aircraft passenger aircraft, and the need for
the Initial Operator to train cabin attendants, the parties agree to insert as clause 1.5 of
Appendix A to Clause 16 the following:
	 
	 	 	QUOTE






	 	1.5	 	Instructor Cabin Attendants’ Familiarization Course







	 	 	 	The Seller shall provide to the Buyer instructor cabin attendants’ training free of
charge for three (3) of the Buyer’s instructor cabin attendants per A330-200
Aircraft, at one of the locations defined in Clause 16.3.1.






	 	 	UNQUOTE
	 
	4.	 	Exhibits — General
	 
	 	 	References to Aircastle Advisor LLC in the Exhibits D and E will be deemed references to AYR
Freighter LLC.
	 
	5.	 	Schedule 1 to the Agreement
	 
	 	 	Schedule 1 to the Agreement shall be deleted in its entirety and replaced with the new
Schedule 1 Revision 1 as attached as Appendix C to this Amendment N°2. This Schedule 1
Revision 1 contains the A330-200 Aircraft pricing, the revised delivery schedule and the
Predelivery Payment Schedule.
	 
	6.	 	Exhibit A — Standard Specification
	 
	 	 	Exhibit A to the Agreement shall be supplemented by Appendix A to this Amendment N°2.
	 
	7.	 	Exhibit B-2 — A330-200 Aircraft SCN lists
	 
	 	 	The budgetary SCN list for the A330-200 Aircraft (as set out in Clause 3.1.3 (ii) of
Schedule 1 Revision 1) is attached as Appendix B to this Amendment N°2 and is inserted
immediately after A330-200 Freighter Aircraft’s SCN List in Exhibit B 2 to the Agreement.
	 
	8.	 	Exhibit D — Certificate of acceptance
	 
	 	 	The same form of certificate of acceptance shall be used for either the A330-200 Freighter
Aircraft or the A330-200 Aircraft.





Reference: CT0801499(10)

AYR Freighter LLC — Amendment No. 2 


Page 6 of 15









 








	9.	 	Exhibit H — General Electric — Propulsion Systems Price Revision Formula
	 
	9.1	 	Clause 1 of Part 1 of the Exhibit H is deleted in its entirety and replaced by the following:
	 
	 	 	QUOTE






	 	1.	 	Reference Price of the Propulsion Systems
	 
	 	 	 	The Reference Price of a set of two (2) GENERAL ELECTRIC CF6-80E1A3
Propulsion Systems (Lb 72,000) is:





[***]







	 	 	 	and
	 
	 	 	 	The Reference Price of a set of two (2) GENERAL ELECTRIC CF6-80E1A4
Propulsion Systems (Lb 70,000) is:





[***]





	 	 	 	These Reference Prices are subject to adjustment for changes in economic conditions
as measured by data obtained from the US Department of Labor, Bureau of Labor
Statistics and in accordance with the provisions of Clauses 4 and 5 of this Exhibit
H.






	 	 	UNQUOTE
	 
	9.2	 	Further to a disruption in publications of official US labour indexes, Pratt and Whitney have
modified their Price Revision Formula and therefore Part 2 of Exhibit H, as modified by
Amendment No1, is deleted in its entirety and replaced by a new Part 2 for the Pratt and
Whitney Price Revision Formula that is set out Appendix D of this Amendment N°2.





Reference:
CT0801499 (10)
AYR Freighter LLC - Amendment No 2


Page 7 of 15


Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.











 






	10.	 	Letter Agreements — General
	 
	 	 	General references to the A330-200F or A330-200 Freighter in the Letter Agreements shall be
deemed as referencing either the A330-200 Freighter Aircraft or the A330-200 Aircraft, where
the context demands, except if otherwise stated or limited by this Amendment N°2.
	 
	 	 	Any reference in each and any of the Letter Agreements in which certain provisions are being
provided by the Seller to the Buyer in consideration of the Buyer taking delivery of fifteen
(15) A330-200F or A330-200 Freighter Aircraft, shall be, given the reduction in the number
of Aircraft as set out herein, be provided in consideration of the Buyer taking delivery
from the Seller of the twelve (12) Aircraft in accordance with the terms set out the
Agreement as amended by this Amendment N° 2.
	 
	 	 	The Letter Agreements signed by the parties, constituting an integral, non-severable part of
the Agreement, shall be modified in accordance with the following provisions:
	 
	11.	 	Letter Agreement No 1 — Purchase Incentives
	 
	 	 	Following the conversion of the A330-200 Freighter Aircraft into A330-200 Aircraft in
accordance with this Amendment N°2; (i) the purchase incentives provided in Clauses 1, 2 and
3 shall be specific and applicable to the A330-200 Freighter Aircraft only, and (ii) the
Seller agrees to provide the Buyer with the following A330-200 Aircraft specific Purchase
Incentives set out below which shall be inserted into Letter Agreement N°1 as clause 4, 5,
and the assignment and confidentiality clauses of the Letter Agreement N°1 shall be
renumbered Clause 6 and Clause 7 accordingly.







The parties hereby agree to insert the following clauses in the Letter Agreement No 1:




	 	 	QUOTE
	 
	4.	 	A330-200 Aircraft Base Credit Memorandum
	 
	 	 	In consideration of the Buyer taking delivery of twelve (12) Aircraft or such lower
number as may result from the termination of the Agreement with respect to any
Aircraft resulting from (i) a Total Loss and/or (ii) a termination for reasons of
Excusable Delay or Inexcusable Delay, the Seller shall grant to the Buyer, upon
Delivery of each A330-200 Aircraft a credit memorandum (the“A330-200 Aircraft Base
Credit Memorandum”) amounting to:





[***]





	 	 	This A330-200 Aircraft Base Credit Memorandum shall be applied against the Final
Contract Price of each A330-200 Aircraft. Such A330-200 Aircraft Base Credit
Memorandum is expressed at economic conditions prevailing for a theoretical delivery
in January 2006 and shall be subject to revision up to the relevant A330-200 Aircraft
Delivery Date in accordance with the Airframe Price Revision Formula set forth in the
Agreement, as such Airframe Price Revision Formula is amended by the provisions of
the Agreement.






Reference
CT: 0801499 (10)
AYR Freighter LLC — Amendment No 2




Page 8 of 15



Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.











 






	5.	 	A330-200 Aircraft Increased Order Credit Memorandum
	 
	 	 	In consideration of the Buyer taking delivery of twelve (12) Aircraft or such lower
number as may result from the termination of the Agreement with respect to any
Aircraft resulting from (i) a Total Loss and/or (ii) a termination for reasons of
Excusable Delay or Inexcusable Delay, the Seller shall grant to the Buyer, upon
Delivery of each A330-200 Aircraft an increased order credit memorandum (the
“A330-200 Increased Order Credit Memorandum”) amounting to:





[***]





	 	 	This A330-200 Increased Order Credit Memorandum shall be applied against the Final
Contract Price of each A330-200 Aircraft. Such A330-200 Increased Order Credit
Memorandum is expressed at economic conditions prevailing for a theoretical delivery
in January 2006 and shall be subject to revision up to the A330-200 Aircraft Delivery
Date in accordance with the Airframe Price Revision Formula set forth in the
Agreement, as such Airframe Price Revision Formula is amended by the provisions of
the Agreement.
	 
	 	 	UNQUOTE








	12	 	Letter Agreement No2 — Miscellaneous
	 
	 	 	Further to the agreement between the parties to reschedule the
Aircraft as per the delivery schedule set out in Schedule 1 Revision
1, and given that the final Aircraft deliveries are in 2012, the
Seller agrees to extend the Cap Period, as the term is defined in
Letter Agreement No2, to cover the 2012 period.
	 
	 	 	Therefore the parties agree to:
	 
	12.1	 	Delete references to December 31st, 2011 in Clause 1 (ii) and replaced it with the
following;
	 
	 	 	QUOTE
	 
	 	 	December 31st 2012 (the “Cap Period”)
	 
	 	 	UNQUOTE





Reference:
CT0801499 (10)
AYR Freighter LLC — Amendment No 2



Page 9 of 15



Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.












 







	 
	12.2	 	Delete the table of Fm values in its entirety and replace it with the following:





[***]





	 	 	UNQUOTE
	 
	13.	 	Letter Agreement No3- Predelivery Payments
	 
	 	 	The parties hereby agree to extend the decision date by which the Buyer shall elect to
defer the Pre-delivery Payments in accordance with the terms of Clause 2 of Letter Agreement
N° 3.
	 
	 	 	Therefore the parties agree to delete the first paragraph of Clause 2 and replace it with
	 
	 	 	QUOTE






	 	 	 	At the Buyer’s option, such option to be exercised by the Buyer by written notice to
the Seller, no later than September 30th, 2008, the Buyer may elect not to
make any Predelivery Payments on [***]. If the Buyer elects such option, the
definition of the Predelivery Payments Reference Price in sub-Clause 5.2.2 shall be
revised to [***] and the Seller shall credit the allocable amount of the Predelivery
Payment theretofore paid against the next Predelivery Payment due to the Seller.






	 	 	UNQUOTE









Reference:
CT0801499 (10)
AYR Freighter LLC — Amendment No 2


Page 10 of 15

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.











 





	14.	 	Letter Agreement No 4 — Other Matters
	 
	14.1	 	For clarity is hereby understood by the parties that following Clauses and credit memorandum
of Letter Agreement N°4 shall only apply to the A330-200 Freighter Aircraft and not the
A330-200 Aircraft:






	 	(i)	 	Clause 1  — Payload [***]
	 
	 	(ii)	 	Clause 5 — Propulsion Systems
	 
	 	(iii)	 	Clause 8 — Certification Issues
	 
	 	(iv)	 	Clause 9.1, 9.2 and 9.3  — Specification
	 
	 	(v)	 	Clause 10 — Multiple Choice Cargo Loading System






	14.2	 	The parties hereby agree that the date December 31, 2011 in the second paragraph of Clause
9.1 of Letter Agreement No 4 is hereby amended to May 31, 2012.
	 
	 	 	Further, the parties agree to delete references to the Call Right in such paragraph.
	 
	14.3	 	The parties hereby agree to insert the following as clause 9.4 to Letter Agreement No 4 in
order to clarify the specification upgrade mechanism applicable to the A330-200 Aircraft and
for the A330-300 Aircraft if converted in accordance with Letter Agreement 11 Revision 1;
	 
	 	 	QUOTE






	 	9.4	 	The Seller agrees to propose to the Buyer any future new standard specification
upgrades beyond the A330-200 (or -300, as applicable) Standard Specification.





[***]





	 	 	 	Standard specification upgrades, or part of a specification upgrade other than those
set out in (a) and (b) above, which shall include Development Changes, shall be
introduced into the A330-200 (or -300, as applicable) Aircraft in accordance with the
terms of Clause 2 of the Agreement as amended by Letter Agreement 14.






	 	 	UNQUOTE









Reference:
CT0801499 (10)
AYR Freighter LLC — Amendment No 2


Page 11 of 15


Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.









 








	 
	14.4	 	Clause 11 of Letter Agreement No 4 shall be deleted in its entirety, as it is no longer
applicable.
	 
	15.	 	Letter Agreement No 5 — Lease Support
	 
	 	 	The parties agree that the Lease Fund Credit Memorandum as set forth in Letter Agreement No
5 is only applicable to the A330-200 Freighter Aircraft.








	16.	 	Letter Agreement No 6 — Flexibility
Whereas the parties have agreed to reschedule the Aircraft as set out herein and therefore
the parties agree that both the Buyer’s Aircraft Deferral Right and the Seller’s Call Right
as set out in this Letter Agreement No 6 are hereby extinguished and neither party shall
have any rights or obligation to the other hereunder, and any references elsewhere in the
Agreement to such Aircraft Deferral Right or Call Right shall be null and void and have no
contractual effect.
	 
	17.	 	Letter Agreement No 11 — Conversion Rights
	 
	 	 	The parties hereby agree to delete Letter Agreement N°11 in its entirety such that it is
null and void and replace it by Letter Agreement N°11 Revision 1 attached as Appendix E to
this Amendment N°2.





Reference:
CT0801499(10) 

AYR
Freighter LLC — Amendment No. 2





Page 12 of 15









 









	 
	18.	 	Letter Agreement No 12 — Delivery Matters
	 
	 	 	The parties hereby agree that the date December 31, 2011 in Clause 3.2.1 of Letter Agreement
No 12 is hereby amended to December 31, 2012.
	 
	19.	 	Letter Agreement No 14 — Purchase Agreement Matters
	 
	 	 	The parties agree to delete clause 11 of Letter Agreement No 14, entitled Clause 20 -
Assignments and Transfers, in its entirety and replace it with the following;
	 
	 	 	QUOTE






	 	11	 	Clause 20 — Assignments and Transfers
	 
	 	 	 	With respect to Clauses 20.2.1 and 20.2.2, the parties hereto agree that they will
negotiate in good faith the terms and conditions under which the Buyer may assign
some of its rights and obligations under the Agreement. Notwithstanding the
discussions to be held between Buyer and Seller on this subject, the parties agree
that the Buyer may assign, to the third parties financing the Predelivery Payments or
the Aircraft (the “Financiers”), the benefit of the credit memoranda as follows:





[***]








	 	 	 	The Seller agrees that in such discussions with the Buyer, it will not discriminate
against the Buyer (as compared to other leasing companies that may also seek
predelivery payment financing for A330-200 Freighter Aircraft or A330-200 Aircraft).






	 	 	UNQUOTE







	20.	 	General Provisions
	 
	20.1	 	Cancelled Aircraft
	 
	 	 	It is expressly agreed that the parties shall cancel three (3)
A330-200 Freighter Aircraft, which prior to the execution of this
Amendment No 2, had rank numbers 5, 10 and 13 that were due for
delivery on the following respective Scheduled Delivery Months
December 2010, June 2011 and September 2011 (the “Cancelled
Aircraft”).
	 
	 	 	The parties agree that neither party shall have any rights or obligations
regarding the Cancelled Aircraft, except that the Seller shall set off an amount equal to
the Predelivery Payment received from the Buyer with respect to such Cancelled Aircraft
amounting to a total of [***], against the Predelivery Payments due in accordance with the
revised delivery schedule as set out in Clause 3 of Schedule 1 Revision 1.
	 
	20.2	 	Waiver
	 
	 	 	The parties recognise the mutual benefit of the revised Delivery
Schedule as set out in Clause 3 of Schedule 1 Revision 1 and improved
Aircraft type flexibility and conversion rights as per the terms of
this Amendment No 2.














Reference:
CT0801499 (10)
AYR Freighter LLC — Amendment No 2


Page 13 of 15


Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.










 






	 
	 	 	The Buyer and the Seller hereby agree that this Amendment No 2 is entered into in
consideration, amongst other things, of the Buyer not exercising any rights it may have
under Clause 11 of the Agreement as a result of the A330-200 Freighter Aircraft delays that
have been reflected in the revised Delivery Schedule as set out in Clause 3 of Schedule 1
Revision 1 (the “2008 Delays”).
	 
	 	 	Consequently, the Buyer hereby expressly waives and renounces any and all claims, rights of
action and proceedings against the Seller arising out of or in connection with the 2008
Delays, whether in contract or at law, including, but not limited to, any rights the Buyer
may have in relation to receiving (i) any liquidated damages due by the Seller to the Buyer
in respect of the 2008 Delays pursuant to Clause 11 of the Agreement and
(ii) any interest accrued by the Seller on the Predelivery Payments during
the period the Seller has held such Predelivery Payments.









	 
	 	 	Both the Buyer and the Seller hereby agree that this Amendment N°2 shall constitute a full
and final settlement between the Buyer and the Seller of all matters relating to the 2008
Delays.
	 
	 	 	For the avoidance of doubt, the provisions of the Agreement shall apply in respect of any
delay that affects the revised Delivery Schedule as set out in Clause 3 of Schedule 1
Revision 1.
	 
	21.	 	Miscellaneous
	 
	21.1	 	The Agreement, its Exhibits, its Letter Agreements together with Amendment N° 1 and
Amendment N° 2, 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.








	21.2	 	In the event of any inconsistencies between the terms of the Agreement, including its
Exhibits and Letter Agreements and this Amendment N°2, Amendment N°2 shall prevail to the
extent of such inconsistency.
	 
	21.3	 	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.
	 
	21.4	 	This Amendment N 2 shall not be modified or varied except by an instrument in writing
executed by both parties or by their duly authorised representatives.
	 
	21.5	 	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° 5 mutatis mutandis as if set out in full herein.
	 
	21.6	 	The scope of Personal Information as set out in Clause 22.9 shall be expanded to include the
additional type flexibility and conversion rights from the Freighter Aircraft to the Passenger
Aircraft.





Reference:
CT0801499(10)
AYR Freighter LLC — Amendment No. 2


Page 14 of 15












 




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 No2 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/ Ron Wainshal
	 	By: 	/s/ Christophe Mourey	 	 
	 	 

	 	 	 	 	 
	 	 	Its: Managing Director

	 	 	 	Its: Senior Vice President Contracts	 	 
	 	 	Date: July 31, 2008

	 	 	 	Date: 31st July, 2008	 	 






Reference:
CT0801499(10)
AYR Freighter LLC — Amendment No. 2


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