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This excerpt taken from the AYR 8-K filed Dec 18, 2009. Aircastle Limited
(Exact name of registrant as specified in its charter)
Registrant’s telephone number, including area code (203) 504-1020
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 1 — REGISTRANT’S BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement
On December 17, 2009, Aircastle Limited (the “Company”) issued a press release, attached
hereto and incorporated herein by reference as Exhibit 99.1, announcing that trusts beneficially
owned by one of its subsidiaries (each, a “Lessor”) agreed to lease six new Airbus Model A330-200
aircraft (each an “Aircraft”) to South African Airways (PTY) LTD. (the “Lessee”), with deliveries
scheduled for 2011. Each of the Aircraft will be equipped with Rolls-Royce Trent 772B engines.
Each of the Aircraft will be acquired under the Company’s existing aircraft acquisition
agreement with Airbus SAS (“Airbus”) for the purchase of new Airbus Model A330 aircraft (the
“Airbus A330 Agreement”). Deliveries under the Airbus A330 Agreement are summarized below:
On December 16, 2009, each Lessor signed a lease agreement for the relevant Aircraft (each, a
“Lease, and, together, the “Leases”) with the Lessee. The Lessee is the flag carrier of South
Africa and one of the leading airlines in Africa. It is owned by the South African government and
currently serves 60 destinations on six continents.
Each Lease provides for a ten-year lease term from the date of delivery to the Lessee, with
the Lessee having the right to extend each Lease for up to two years in certain circumstances.
Rentals are required to be paid monthly in advance, in U.S. dollars, and will be subject to
adjustment, shortly prior to the delivery date for the relevant Aircraft, for manufacturer
escalation, for buyer furnished equipment and configuration costs in excess of an agreed budget and
for changes in interest rates. Aircastle believes that the rentals to be paid under each Lease
represent market lease rates for the Aircraft.
Maintenance reserves are required to be paid monthly in arrears under each Lease for certain
components and for other components the Lessee is obliged to pay the relevant Lessor for
accumulated utilization at the end of the lease term, in each case subject to certain customary
adjustments. Each Lessor will be obliged to reimburse the Lessee under the relevant Lease, out of
maintenance reserve collections, for agreed categories of
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maintenance. Each Lessor will also agree to reimburse the Lessee for certain airworthiness
directive and similar compliance costs for the relevant Aircraft during the lease term.
Under each Lease, the Lessee makes a number of customary covenants, including that it will
ensure that maintenance is performed on the relevant Aircraft and that the relevant Aircraft is
insured for casualty loss, that it provides liability insurance for the benefit of the relevant
Lessor and certain related parties, and that the relevant Aircraft remains free of liens (subject
to customary exceptions). Each Lease provides to the Lessee the right to “wet lease” or sublease
the relevant Aircraft, provided that agreed standards are satisfied. The obligations of the Lessee
under each Lease are required to be secured by deposits or letters of credit. The Lessee also has
agreed to indemnify the Lessor and certain related parties for liabilities arising out of or
associated with the Aircraft and for certain tax liabilities, in each case subject to customary
exclusions. Each Lease also provides a listing of customary events of default and specifies the
remedies that the relevant Lessor may exercise if any such event of default occurs and is
continuing, including termination of the lease and repossession of the relevant Aircraft.
SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 18, 2009
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EXHIBIT INDEX
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