exv10w31






Exhibit 10.31




AMENDMENT N° 8 TO THE




AIRCRAFT PURCHASE AGREEMENT


This Amendment N°8 (“Amendment N°8”) dated December 16, 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 “Freighter Aircraft”) (the “Purchase Agreement”),
	 
	V)	 	the parties amended the Agreement to incorporate the new Pratt and Whitney 4170 Propulsion
Systems as set out in the amendment to the Agreement (as defined below) dated as of November
6th 2007 (“Amendment No 1”).
	 
	W)	 	the parties amended the Agreement to (i) convert five (5) Freighter Aircraft into A330-200
Airbus aircraft type (the “A330-200 Aircraft”), (ii) to modify certain Scheduled Delivery
Months of the Freighter Aircraft, and (iii) to cancel three (3) Freighter Aircraft as set as
set out in the amendment to the Agreement dated July 31st 2008 (“Amendment No 2”).
	 
	X)	 	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”).
	 
	Y)	 	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 No 4”).
	 
	Z)	 	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”).
	 
	AA)	 	the parties amended the Agreement to modify the Scheduled Delivery Month for Aircraft with
rank 4 and to modify the Conversion Notice deadline for certain Aircraft, as set out in the
amendment to the Agreement dated July 28th 2009 (“Amendment No6”).




Amendment No. 8 — AYR Freighter LLC and Airbus S.A.S.






 









 









	BB)	 	the parties amended the Agreement to provide for the terms under with
the Buyer shall engage in a purchase and lease back transaction
involving an aircraft which is the subject of a purchase agreement
between the Seller and another customer, as set out in the amendment
to the Agreement dated October 2, 2009 (“Amendment No7”).
	 
	CC)	 	the Buyer exercised its right under the Agreement to convert the
A330-200 Freighter Aircraft with ranks 9, 10, 11 and 12 to A330-200
Aircraft by written notice received by the Seller on October 27, 2009.
	 
	DD)	 	the Buyer has reached an agreement to lease six (6) Aircraft (the “SAA
Aircraft”) to SOUTH AFRICAN AIRWAYS (PRORIETARY) LIMITED, a Republic
of South Africa corporation whose address and principal place of
business is at Airways Park, Private Bag X13, Johannesburg
International Airport, South Africa 1627 (“SAA”) on the terms
contained in the lease agreements dated as of December                     , 2009
(the “Leases”);




The Purchase Agreement together with the Amendment N°1, Amendment N°2, Amendment N°3, Amendment
N°4, Amendment No 5, Amendment No6 and/or Amendment No7 shall be referred to as the “Agreement”



Whereas the parties hereby agree to enter into the Amendment N°8 in order to, amongst other things,
modify the Scheduled Delivery Month for certain Aircraft.



In this Amendment N°8, capitalised terms (other than as defined herein) used shall have the meaning
ascribed to them in the Agreement.




THEREFORE, IT IS AGREED:





	1.	 	Schedule 1 to the Agreement Delivery Schedule
	 
	1.1	 	At request of the Buyer, the parties hereby agree that the SAA Aircraft with rank 2
scheduled for Delivery in either March, April or May 2012 (CAC ID 264218), rank 7 scheduled
for Delivery in May 2011 (CAC ID 264224), rank 9 scheduled for Delivery in October 2011 (CAC
ID 264227) and rank 10) scheduled for Delivery in November 2011(CAC ID 264228, are hereby
rescheduled to respectively February 2011, July 2011, September 2011 and December 2011 (the
“SAA Rescheduled Aircraft”). For clarity, it is hereby understood that the
Scheduled Delivery Month of the SAA Aircraft with rank 5 (CAC ID 264222) and rank 6 (CAC ID
264223) shall remain unchanged, meaning April and May 2011 respectively.
	 
	1.3	 	The parties agree that by virtue of the amendments described in Clause 1.1 herein, Clause 3
of Schedule 1 of the Agreement, as has been amended from time to time, shall be deleted in its
entirety and replaced by the following:




Amendment No. 8 — 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
	 	February 2011
	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
	 	July 2011
	264227

	 	 	9	 	 	A330-200 Aircraft
	 	September 2011
	264228

	 	 	10	 	 	A330-200 Aircraft
	 	December 2011
	264230

	 	 	11	 	 	A330-200 Aircraft
	 	April 2012







	 	 	UNQUOTE






	2.	 	Specification matters
	 
	2.1	 	The parties acknowledge that the conversion rights to A330-300 Aircraft as set out in the
Letter Agreement No11 Revision 1 to the Agreement, are no longer applicable for the SAA
Aircraft, and that such SAA Aircraft shall be delivered as A330-200 Aircraft.
	 
	2.2	 	For the purposed of Clause 2.2.2 of the Agreement, as amended from time to time, the Buyer
hereby irrevocably confirms that each of the SAA Aircraft shall be delivered with Rolls Royce
Trent 772B Series Propulsion Systems.
	 
	2.3	 	The parties hereby agree that the SAA Aircraft, except as otherwise agreed in writing by the
Parties, shall be built and delivered according to the technical cabin specification with LOPA
drawing number 330-25.30653, included as Exhibit 1 hereto. Any request by the Buyer for a
change to such technical specification with respect to the SAA Aircraft, shall require prior
written agreement by the Seller to confirm its feasibility, including but not limited to the
BFE supply compliance with the Seller’s industrial constraints.
	 
	2.4	 	Without prejudice to other provisions of Clause 18 of the Agreement, the parties hereby agree
that the Delivery of the SAA Aircraft with rank 2 (CAC ID 264218), rank 5 (CAC ID 264222) and




Amendment No. 8 — AYR Freighter LLC and Airbus S.A.S.





 









 









	 	 	rank 6 (CAC ID 264223) in the respective Scheduled Delivery Months of February, April and May
2011, is subject to such SAA Aircraft being equipped with the following BFE:





	 	 	 
	Business Class seats:

	 	Majesty Sicma Aero Seat
	Economy Class seats:

	 	Model 5750 Weber Aircraft
	In-flight Entertainment system:

	 	Thales i5000
	Galleys:

	 	AIM Aviation







	3.	 	Predelivery Payments
	 
	3.1	 	The Buyer will make Predelivery Payments with respect to the SAA Rescheduled Aircraft
pursuant to Clause 5 of the Agreement based on the revised Scheduled Delivery Months, except
as provided for in Paragraph 3.2 below.
	 
	3.2	 	Subject to the provisions of Paragraph 3.3 below, any Predelivery Payments with respect to
the SAA Rescheduled Aircraft falling due prior to the date hereof by virtue of the
rescheduling contemplated herein (the “Due PDP”), but not paid by the Buyer prior to the date
hereof, shall be paid within 5 Business Days after signature hereof.
	 
	3.3	 	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 the
Due PDP, as defined in Paragraph 3.2 above. Any remaining excess of the Retained PDP shall be
applied 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.
	 
	4.	 	Aircraft Conversion new Scheduled Delivery Month.
	 
	 	 	The parties agree that for the purpose of Clause 3 of Letter Agreement No11 Revision 1, as
amended by Amendment No2 and Amendment No3 to the Agreement, the Scheduled Delivery Month
after conversion of the Converted Aircraft with ranks 9, 10, 11 and 12, shall be the one
reflected in Clause 3 of Schedule 1 of the Agreement, as amended by Clause 1.2 herein.
	 
	5.	 	Miscellaneous
	 
	5.1	 	The Agreement, its Exhibits, its Letter Agreements and Amendment N°8, 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.
	 
	5.2	 	In the event of any inconsistencies between the terms of the Agreement, including its
Exhibits and Letter Agreements and this Amendment N°8, Amendment N°8 shall prevail to the
extent of such inconsistency.
	 
	5.3	 	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.




Amendment No. 8 — AYR Freighter LLC and Airbus S.A.S.







 









 









	5.4	 	This Amendment N° 8 shall not be modified or varied except by an instrument in writing
executed by both parties or by their duly authorised representatives.
	 
	5.5	 	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°8 mutatis mutandis as if set out in full herein.
	 
	5.6	 	The parties hereby agree that the present Amendment N°8 shall enter into full force and
effect from the date mentioned here above.




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 No8 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/ David Walton
	 	BY:
	 	/s/ Christophe Mourey	 	 
	 

	 	 
	 	 	 	 	 	 
	 	 	ITS: Manager
	 	 	 	ITS:Senior Vice President Contracts	 	 
	 	 	DATE: Dec. 16, 2009
	 	DATE: 16/12/2009
	 	 






Amendment No. 8 — AYR Freighter LLC and Airbus S.A.S.