EXHIBIT 2.1
DATED AS OF MAY 16, 2007
BETWEEN
GATX FINANCIAL CORPORATION
as Seller
and
MACQUARIE AIRCRAFT LEASING LIMITED
as Buyer
RELATING TO THE SALE AND PURCHASE
of
THE GATX AIR BUSINESS
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SIXTH SUPPLEMENTAL AGREEMENT
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SIXTH SUPPLEMENTAL AGREEMENT dated as of May 16, 2007 between GATX Financial
Corporation, a Delaware corporation ("SELLER"), and Macquarie Aircraft Leasing
Limited, a company incorporated under the laws of the Republic of Ireland
("BUYER").
WITNESSETH:
WHEREAS, Seller and Buyer entered into the Sale and Purchase Agreement.
WHEREAS, Seller and Buyer entered into the First Supplemental Agreement, the
Second Supplement Agreement, the Third Supplemental Agreement, the Fourth
Supplemental Agreement and the Fifth Supplemental Agreement amending the Sale
and Purchase Agreement and agreeing certain additional matters.
WHEREAS, Seller and Buyer wish to make a certain further amendment to the Sale
and Purchase Agreement.
Accordingly, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Seller and Buyer agree as follows:
1. DEFINITIONS
1.1 Definitions
As used in this Sixth Supplemental Agreement (including the recitals
hereto) and save as otherwise defined herein, terms defined in the Sale and
Purchase Agreement shall bear the same respective meanings ascribed to them
in the Sale and Purchase Agreement when used in this Sixth Supplemental
Agreement and:
"FIRST SUPPLEMENTAL AGREEMENT" means the Supplemental Agreement dated as of
November 30, 2006 between Seller and Buyer amending and supplementing the
Sale and Purchase Agreement;
"SECOND SUPPLEMENTAL AGREEMENT" means the Supplemental Agreement dated as
of 17 January 2007 between Seller and Buyer amending and supplementing the
Sale and Purchase Agreement;
"THIRD SUPPLEMENTAL AGREEMENT" means the Supplemental Agreement dated as of
29 January 2007 between Seller and Buyer amending and supplementing the
Sale and Purchase Agreement;
"FOURTH SUPPLEMENTAL AGREEMENT" means the Supplemental Agreement dated as
of 31 January 2007 between Seller and Buyer amending and supplementing the
Sale and Purchase Agreement;
"FIFTH SUPPLEMENTAL AGREEMENT" means the Supplemental Agreement dated as of
6 February 2007 between Seller and Buyer amending and supplementing the
Sale and Purchase Agreement; and
"SALE AND PURCHASE AGREEMENT" means the Sale and Purchase Agreement dated
as of September 28, 2006 between Seller and Buyer.
1.2 Other Definitional and Interpretative Provisions
Clause 1.2 of the Sale and Purchase Agreement is hereby deemed to be
incorporated herein as if all references therein to "this Agreement" were
references to this Sixth Supplemental Agreement.
2. AMENDMENT
The Sale and Purchase Agreement is amended as follows: the expression
"thirty (30)" which appears in the second sentence of Clause 2.9.1 is
deleted and replaced with the expression "seventy-five (75)".
3. MISCELLANEOUS
3.1 The provisions of Clauses 13.1, 13.2, 13.3, 13.4, 13.5, 13.6, 13.8 and
13.10 are hereby deemed to be incorporated herein as if all references
therein to "this Agreement" were references to this Sixth Supplemental
Agreement.
3.2 References to "this Agreement" in the Sale and Purchase Agreement are
deemed to be references to the Sale and Purchase Agreement as amended by
this Sixth Supplemental Agreement.
IN WITNESS WHEREOF, the parties to this Sixth Supplemental Agreement have caused
this Sixth Supplemental Agreement to be duly executed by their respective
authorized officers of the day and year first above written.
Seller
GATX FINANCIAL CORPORATION
By:
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Name: Robert C. Lyons
Title: Vice President and Chief
Financial Officer
Buyer
MACQUARIE AIRCRAFT LEASING LIMITED
By:
---------------------------------
Name: Stephen W. Cook
Title: Director