1 EXHIBIT 10.10 September 30, 1997 INTERNATIONAL AIRCRAFT INVESTORS 3655 Torrance Boulevard, Suite 410 Torrance, California 90503 Re: International Aircraft Investors ("IAI") or one of its subsidiaries agreement to purchase from International Lease Finance Corporation ("ILFC") one (1) Boeing 757-2S3ER aircraft bearing manufacturer's serial number 24772 and Canadian registration mark C-GTSJ (the "B757 AIRCRAFT") (the B737 Aircraft and the B757 Aircraft are collectively referred to herein as the "AIRCRAFT") Gentlemen: ILFC hereby agrees to sell the B757 Aircraft to IAI or a wholly owned subsidiary of IAI on the terms and conditions set forth in Exhibit A to this Letter Agreement (this "LETTER AGREEMENT"). IAI hereby agrees that it will purchase the B757 Aircraft on the terms and conditions contained in Exhibit A to this Letter Agreement. The foregoing is acceptable and agreed to by ILFC. If it is acceptable and agreed to by IAI, please so indicate in the space provided below. Very truly yours, INTERNATIONAL LEASE FINANCE CORPORATION By: Grant Levy --------------------------------- Title: Vice President ------------------------------ 1 2 THE FOREGOING IS ACCEPTED AND AGREED TO INTERNATIONAL AIRCRAFT INVESTORS By: William Lindsey ---------------------------------- Its: Chief Executive Officer ---------------------------------- 3 EXHIBIT A ILFC BOEING 757-2S3ER RR RB211-535E4 Manufactured: March 1990 Registration: C-GTSJ MSN: 24772 Production Number: NA399 Lessee: Air Transat Price: $36,325,000 Closing: December 10, 1997 Security Deposit: $750,000 cash Reserves (as of 9/97): $3.2 million + (paid $250/hour) Lease rates to: 4/30/98 $325,500/month 4/98-4/99 $350,000/month 5/99-4/00 $355,000/month 5/00-4/01 $360,000/month 5/01-4/02 $365,000/month 5/02-4/03 $370,000/month Lease Expiry: April 30, 2003 ILFC can provide on request an AVG to a third party lender for $20 million for May 2003. Fee = $20,000.