Exhibit
10.17


 


 


FOIA
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN INFORMATION
IN THIS AGREEMENT. THIS INFORMATION HAS BEEN REDACTED AND DENOTED BY ASTERISKS
[***].


 


 


Amendment No. 1


 


To the AIRBUS A330


 


PURCHASE AGREEMENT


 


between


 


AIRBUS S.A.S.


 


and


 


AERCAP IRELAND LIMITED


 


This Amendment No. 1
(hereinafter referred to as the “Amendment”)
is entered into on May 11, 2007, 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
(hereinafter referred to as the “Seller”),
and AerCap Ireland Limited, a corporation organized and existing under the laws
of Ireland and having
its principal place of business located at AerCap House, Shannon, Co Clare,
Ireland (the “Buyer”).


 


WITNESSETH


 


WHEREAS,
the Buyer and the Seller entered into the AIRBUS A330 Purchase Agreement dated
as of December 11, 2006 together with all attached Exhibits, Appendices [***],
such contractual documents being hereinafter collectively referred to as (the “2006 Agreement”).


 


WHEREAS, the Buyer wishes to firmly purchase and the
Seller wishes to firmly sell ten (10) A330 model aircraft incremental to the
Aircraft initially ordered under the 2006 Agreement (the “Incremental Aircraft”).


 


 

















 


NOW
THEREFORE IT IS AGREED AS FOLLOWS:


 


1.                             Incremental Aircraft


 


1.1                           Incremental Aircraft
Sale and Purchase


 


The
Seller hereby agrees to firmly sell ten (10) Incremental Aircraft to the Buyer
under the terms and conditions set forth hereafter.


 


1.2                           Incremental Aircraft
Model


 


Such
Incremental Aircraft are ordered as A330-200 Aircraft model [***].


 


1.3                           Incremental Aircraft
Purchase Price


 


The
parties hereto agree that the Incremental Aircraft shall be subject to the same
terms and conditions as the Aircraft under the 2006 Agreement, [***].


 


1.3.1                        Incremental Aircraft [***] Credit Memorandum


 


In
consideration of the Buyer ordering and taking delivery of the Incremental
Aircraft, the Seller shall provide to the Buyer upon Delivery of each
Incremental Aircraft an [***] credit memorandum (the “[***] Credit Memorandum”) in an amount of
US$ [***] (US Dollars – [***]) per Incremental Aircraft.


 


The
[***] Credit Memorandum may be applied against the Final Price of the relevant
Incremental Aircraft, or may be used for the purchase by the Buyer of the
Seller’s and/or its subsidiaries’ goods and services, at the Buyer’s election.


 


Such
[***] Credit Memorandum is expressed in January 2006 delivery conditions, and
is subject to revision to the month of Delivery of the Incremental Aircraft in
accordance with the Airframe Price Revision Formula [***].


 


1.3.2                        A330-300 Conversion [***]


 


Should
the Buyer firmly convert Aircraft or Incremental Aircraft [***], the Seller
shall grant the Buyer an A330-300 conversion [***]  (the “Conversion
[***]”) in an amount of US$ [***] (US Dollars – [***]) per A330-300
Aircraft so converted.


 


Such
Conversion [***] shall be available to the Buyer upon delivery of, and to
reduce the Final Price of each A330-300 Aircraft so converted.


 


Such
Conversion [***] is expressed in January 2006 delivery conditions, and is
subject to revision to the month of Delivery of the A330-300 Aircraft in
accordance with the Airframe Price Revision Formula [***].


 


1.4                           Incremental Aircraft
Delivery Date


 


The
parties hereto agree that the Incremental Aircraft shall have the following
Scheduled Delivery Months:


 


 

















 




	
  Incremental Aircraft
  Scheduled

  Delivery Months

  	
   

  	
  Quantity

  	
   

  
	
  [***] 2011

  	
   

  	
  [***]

  	
   

  
	
  [***] 2012

  	
   

  	
  [***]

  	
   

  
	
  Total

  	
   

  	
  10

  	
   

  






 


The
Delivery Schedule set forth in Appendix 1a hereto reflects the addition of such
Incremental Aircraft effective at the date hereof.


 


 

















 


1.5                           Predelivery Payments


 


1.5.1                        Incremental Aircraft Predelivery Payments


 


The
parties hereto agree that paragraph 5.3.2 of the 2006 Agreement as it relates
to the Incremental Aircraft only, shall be hereby cancelled and replaced by the
following:


 


QUOTE


 


5.3.2        Such Predelivery Payments shall be made
in accordance with the following schedule:


 


	
  DUE DATE OF PAYMENTS

  	
   

  	
  PERCENTAGE
  OF

  PREDELIVERY PAYMENT

  REFERENCE PRICE

  
	
   

  	
   

  	
   

  
	
  Upon signature of this Amendment N°1 to this Agreement

  	
   

  	
  [***] (less the deposit of US Dollars — [***] (US$ [***]) per Incremental
  Aircraft received by the Seller from the Buyer)

  
	
   

  	
   

  	
   

  
	
  On the first day of each of the following months prior to the
  Scheduled Delivery Month:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [***]

  	
   

  	
  [***]

  



 






Total Payment prior
to Delivery      [***] 


 


UNQUOTE


 


1.5.2                        Original Aircraft Predelivery Payments


 


Notwithstanding
1.5.1 above, the parties confirm that paragraph 5.3.2 of the 2006 Agreement
remains unaltered and in full force and effect with respect to the twenty
Aircraft originally ordered under the 2006 Agreement.


 


1.5.3                        Predelivery Payments Due


 


Upon
execution hereof, the Buyer shall make a Predelivery Payment with respect to
the Incremental Aircraft in a total amount of [***] (US$ [***]) corresponding
to the initial Predelivery Payment Due less the Deposit for all ten Incremental
Aircraft.


 


1.5.4                        Deferred Predelivery Payments


 


Notwithstanding
paragraph 1.5.1 above, the parties hereto agree that, the Buyer shall have the
option to defer Predelivery Payments with respect to ten (10)


 


 

















 


Incremental
Aircraft until the delivery of each relevant Incremental Aircraft (the “Incremental Aircraft PDP  Deferral” and the “Incremental Aircraft PDP Deferral Right”
respectively).


 


The
Incremental Aircraft PDP Deferral shall be in an amount equal to [***] percent
([***]) of the relevant Incremental Aircraft Predelivery Reference Price (the “Deferred Amount”).


 


Upon
exercise of the Incremental Aircraft PDP Deferral Right, the Seller shall defer
the payment of the Deferred Amount in respect of such Incremental Aircraft
starting on the date the second (2nd) Predelivery Payment becomes
due by the Buyer (which, for the sake of clarity, is the first day of the [***]
([***]) month prior to Scheduled Delivery Month for such the Incremental
Aircraft), until the Delivery Date of the corresponding Incremental Aircraft or
termination of the Agreement with respect to the concerned Incremental Aircraft
(the “Deferral Period”).


 


The
Buyer shall, during the Deferral Period, pay interest semi annually in arrears
on the outstanding amount of such Deferred Amount at a rate of LIBOR for [***]
([***]) months deposits in US Dollars (as published in the Reuters screen or
its successor screen at the beginning of each [***] period) plus [***] ([***])
basis points per annum. Interest will be calculated on the basis of the actual
number of days elapsed and a 360 day year and will be settled and paid on
January 15th and July 15th (or if any such date does not
fall on a Working Day, the next following Working Day) of each relevant year.


 


[***]


 


The
Incremental Aircraft PDP Deferral Right, shall be exercised by written notice
by the Buyer, no later than [***] ([***]) days prior to the date on which the
second (2nd) Predelivery Payment is due with respect to the earliest
Incremental Aircraft Scheduled Delivery Month.


 


[***]


 


1.5.5                        Further Amendments


 


[***] the 2006 Agreement shall be amended to provide
that the deferral of Predelivery Payments set out therein shall be at the
election of the Buyer (the “Original PDP
Deferral Right”), such election to be exercised by written notice to
the Seller no later than [***] ([***]) days before the date on which the first
[***] ([***]) of the Predelivery Payments due for the relevant Deferred PDP
Aircraft would be due.


 


Once exercised by the Buyer, such Incremental Aircraft
PDP Deferral Right shall be in lieu and place and automatically cancel the
Original PDP Deferral Right.


 


In the event that the Buyer exercises the Original PDP
Deferral Right, its Incremental Aircraft PDP Deferral Right shall automatically
be cancelled.


 


Clause 21.1.1 of the 2006 Agreement shall be amended
by replacing the words “[***]” with the words “[***]”.


 


 

















 


2.                             CONFIDENTIALITY


 


This
Amendment is subject to the confidentiality provisions set forth in sub-Clause
22.12 of the 2006 Agreement.


 


3.                             COUNTERPARTS


 


This
Amendment may be executed in any number of counterparts and by the Buyer and
the Seller on separate counterparts, each of which when executed and delivered
shall constitute an original, but all counterparts shall together constitute
but one and the same document.


 


4.                             MISCELLANEOUS


 


Unless
otherwise specified, capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to them in the 2006 Agreement. The
terms “herein”, “hereof” and “hereunder” and words of similar import refer to
this Amendment. Both parties agree that this Amendment shall constitute an
integral, nonseverable part of the 2006 Agreement and be governed by its
provisions, except that if the 2006 Agreement and this Amendment have specific
provisions that are inconsistent, the specific provisions contained in this
Amendment shall govern.


 


5.                             GOVERNING LAW AND
JURISDICTION


 


This
Amendment shall be governed by and construed
in accordance with the Laws of England.


 


Any
dispute arising out of or in connection with this Amendment shall be within the
exclusive jurisdiction of the courts of England.


 


 

















 


IN
WITNES WHEREOF the Buyer and the Seller have caused this Amendment to be
executed the day of the year first above written


 


 


	
  For and on behalf of,

  	
   

  	
  For and on behalf of,

  
	
  AerCap Ireland Limited

  	
   

  	
  AIRBUS S.A.S.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  	
   

  	
  Its:

  	
   

  	
   

  
								



 


 

















 


APPENDIX
1 a


 


Aircraft and INCREMENTAL AIRCRAFT Delivery
Schedule


 


 


Aircraft & Incremental Aircraft


 




	
  Number

  	
   

  	
  Scheduled Delivery Month

  	
   

  	
  Year

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [***]

  	
   

  	
  [***]

  	
   

  	
  2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [***]

  	
   

  	
  [***]

  	
   

  	
  2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [***]

  	
   

  	
  [***]

  	
   

  	
  2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [***]

  	
   

  	
  [***]

  	
   

  	
  2011

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [***]

  	
   

  	
  [***]

  	
   

  	
  2012

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
  30