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ASSET PURCHASE
AGREEMENT

 


 

 



dated as of March 26, 2021

 



AEROCENTURY CORP.,

 


as
Seller

 



DRAKE ASSET MANAGEMENT JERSEY LIMITED,

 


as
Buyer

 


 









ASSET PURCHASE AGREEMENT

 


This
ASSET PURCHASE AGREEMENT
(this “Agreement”), dated as of March 26,
2021, by and among AEROCENTURY
CORP., a corporation formed under the laws of Delaware, as
seller (“ACY”),
and DRAKE ASSET MANAGEMENT JERSEY
LIMITED, a company incorporated in Jersey (registered number
127856) whose registered office is at IFC5, St Helier, Jersey JE1
1ST, as
buyer (“Buyer”).

 



RECITALS

 


WHEREAS, MUFG Union Bank, N.A., Umpqua
Bank, Zions Bancorporation, N.A. (f/k/a ZB, N.A.) d/b/a California
Bank & Trust, and Columbia State Bank, each a Lender
(collectively, the “Original
Lenders”), MUFG Union Bank, N.A., as original agent
(the “Original
Agent”), and ACY, as borrower, were parties to the
Fourth Amended and Restated Loan and Security Agreement dated as of
May 1, 2020 (as amended, modified or supplemented from time to
time and as assigned by the Original Lenders to Buyer as new lender
and Agent, the “Loan
Agreement”) pursuant to which the Original Lenders
made a loan (the “Loan”) to ACY;

 


WHEREAS, the Loan is secured by (among
other things) the Loan Agreement and the Fourth Amended and
Restated Mortgage and Security Agreement dated as of May 1,
2020 (as amended, modified, supplemented and assigned, the
“Mortgage”) made
by ACY in favor the Original Agent;

 


WHEREAS, the amount of outstanding
Secured Obligations pursuant to the Mortgage and Loan Agreement as
of the date of this Agreement is approximately $83,164,109. The
Secured Obligations continue to accrue.

 


WHEREAS, pursuant to the Loan Purchase
and Sale Agreement dated as of October 2, 2020, (the
“Loan Purchase
Agreement”) among the Buyer, the Agent, the Original
Lenders, the Original Agent and MUFG Bank, Ltd., the Loan was sold
by the Original Lenders to the Buyer and the Original Agent was
replaced with the Agent;

 


WHEREAS, concurrent with the sale of the
Loan, (i) the Loan Agreement was assigned by the Original Lenders
to the Buyer and by the Original Agent to the Agent, (ii) the
Mortgage and Original Financing Statements were assigned by the
Original Agent to the Agent, acting on behalf of Buyer, and
accordingly the Agent is now the holder of valid properly-perfected
first priority liens on all of the Equipment and Lease Documents
and (iii) ACY executed and delivered the Deposit Account Control
Agreements in favor of the Agent, in place of the deposit account
control agreements previously executed in favor of the Original
Agent to perfect Agent’s security interest in the Accounts
identified in the Deposit Account Control Agreements;

 


WHEREAS, following execution of this
Agreement, ACY intends to commence a proceeding under title 11 of
the United States Code, 11 U.S.C. §§ 101 et seq. (the “Bankruptcy Code”), by filing
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (the date of such filing, the “Petition Date”) in the United
States Bankruptcy Court for the District of Delaware
(“Bankruptcy
Court” and, such case the “Bankruptcy Case”);
and

 


WHEREAS, ACY desires to sell to the
Buyer and the Buyer desires to purchase from ACY, all of
ACY’s right, title and interest in and to the Equipment and
the Lease Documents free and clear of Encumbrances pursuant to
section 363(f) of the Bankruptcy Code, in each case on the terms
and subject to the conditions set out in this Agreement and the
Sale Order.

 


NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the Buyer and ACY, agree as follows:

 

Section
1. Defined Terms. The following
terms, when capitalized as below, shall have the following meanings
when used in this Agreement:

 


“Account”
means each account subject to a Deposit Account Control
Agreement.

 


“ACY Conditions
Precedent” means conditions to the obligations of ACY
in respect of each Delivery Date set out in Sections 6.3 and
6.4.

 


“Agent”
means UMB Bank, N.A., a national banking association formed under
the laws of the United States of America.

 


“Aircraft”
means individually or collectively, as applicable, the aircraft
listed as items 1 through 10 in Part 1 of Schedule 2 comprised
of an Airframe, together with the related Engines and, where the
context permits, references to an “Aircraft” shall include the
related Manuals and Technical Records.

 


“Airframe”
means, at any time, the airframe which is part of the relevant
Aircraft at such time, together with all Parts relating to such
airframe.

 


“Approved
Plan” has meaning given to such term in Section
12.5.

 


“Assumed
Leases” means the rights and interests under the Lease
Documents set forth in Schedule 4 in respect of an Aircraft to be
assumed by ACY and assigned to the Buyer on the Delivery Date in
respect of the Aircraft.

 


“Assumed
Liabilities” has the meaning given to such term in
Section 2.4.

 


“Auction”
means the auctions referenced in Section 12.3(e) the terms and
conduct of which shall be subject to the Sale Procedures
Order.

 


“Bankruptcy
Case” has the meaning given to such term in the
Recitals to this Agreement.

 


“Bankruptcy
Code” has the meaning given to such term in the
Recitals to this Agreement.

 


“Bankruptcy
Court” has the meaning given to such term in the
Recitals to this Agreement.

 


“Bankruptcy
Milestones” has the meaning given to such term in
Section 12.3.

 


“Bid
Deadline” has the meaning given to such term in
Section 12.3(d).

 


“Bid Procedures
Hearing” has the meaning given to such term in Section
12.3(b).

 


“Business
Day” means a day, other than a Saturday or a Sunday,
on which banks are open for business in New York, New York; San
Francisco, California; St. Helier, Jersey; Dublin, Ireland; and
London, England.

 


“Buyer Conditions
Precedent” means conditions to the obligations of the
Buyer in respect of each Delivery Date set out in Sections 6.1 and
6.2.

 


“Cash Collateral
Order” shall mean the order or orders of the
Bankruptcy Court in the Bankruptcy Case authorizing ACY’s use
of cash collateral which shall be in form and substance reasonably
acceptable to the Buyer.

 


“Challenge”
has the meaning given to such term in the Cash Collateral
Order.

 


“Challenge
Period” has the meaning given to such term in the Cash
Collateral Order.

 


“Claim”
or “claim”
has the meaning given that term in section 101(5) of the Bankruptcy
Code and includes, inter
alia, all rights, claims, causes of action, defenses, debts,
demands, damages, offset rights, setoff rights, recoupment right,
obligations, and liabilities of any kind or nature under contract,
at law, or in equity, known or unknown, contingent or matured,
liquidated or unliquidated, and all rights and remedies with
respect thereto.

 


 “Closing
Date” means the first date upon which a Delivery
occurs following the Signing Date.

 


“Collateral”
means each item of Equipment, each item of Excluded Equipment and
the Lease Documents.

 


“Competing
Bid” has the meaning given to such term in Section
12.1.

 


“Conditions
Precedent” means the Buyer Conditions Precedent and
the ACY Conditions Precedent.

 


“Consultation
Documents” has the meaning given to such term in
Section 12.2(e).

 


“Cure
Costs” means the amounts, if any, required to cure any
past defaults with respect to an Assumed Lease pursuant to 11
U.S.C. § 365(b)(1) including, but not limited to, any
maintenance and/or repair obligations under the Assumed
Leases.

 


“Custodial
Agreement” means the custodial agency agreement dated
October 30, 2020 between ACY and the Agent.

 


“Customer
Programs” means certain programs that ACY maintains in
connection with their leasing business in respect of the Assumed
Leases. These programs include, but are not limited to, customer
security deposits under aircraft and equipment leases, Maintenance
Reserve Obligations, and lessor contributions for regulatory
airworthiness directives and mandatory modifications to the
aircraft.

 


“Delivery”
means, on the Delivery Date in respect of an item of Equipment, the
concurrent occurrence of the events set out in
Section 7.

 


“Delivery
Date” means, for each item of Equipment, the date on
which the Conditions Precedent related to the Delivery of such
Equipment have been satisfied or waived.

 


“Delivery
Location” means (i) the location identified on
Schedule 2 with respect to the equipment
identified on Schedule 2 by Serial Numbers 15207, 15215,
 15128 (excluding ESN 194582) and 238, (ii) with respect
to the equipment identified on Schedule 2 by ESN 194582, the
location of such equipment as may be acceptable to the Buyer,
and (iii) with respect to all other equipment identified
on Schedule 2, the location of such equipment on the date all
other conditions to Delivery have been satisfied or such other
location as may be acceptable to the Buyer and the applicable
Lessee.

 


“Deposit Account
Control Agreements” means the following,
individually and collectively, as applicable, (i) the Deposit
Account Control Agreement dated as of October 30, 2020, among ACY,
as debtor, Agent, as secured party, and Zions Bancorporation, N.A.
(d/b/a California Bank & Trust), as bank, (ii) the Special
Deposit Account Control Agreement, dated as of October 30, 2020,
among ACY, as borrower, Agent, as secured party, and MUFG Union
Bank, N.A., as bank, (iii) the Special Deposit Account Control
Agreement, dated as of October 30, 2020, among JetFleet Management
Corp., as pledgor, Agent, as secured party, and MUFG Union Bank,
N.A., as bank, and (iv) the Deposit Account Control Agreement,
dated as of October 30, 2020, among JetFleet Management Corp., as
debtor, Agent, as secured party, and Zions Bancorporation, N.A.
(d/b/a California Bank & Trust), as bank.

 


“DJL9”
means Drake Jet Leasing 9 Designated Activity Company, an Irish
designated activity company.

 


“Dollars”
and the sign “$”
means the lawful currency of the United States of
America.

 


“Effective
Date” means the date on which all Delivery Dates have
occurred and all other conditions precedent have been satisfied or
waived by the Buyer in accordance Section 8.1
hereof.

 


“Effective Time
Notice” shall have the meaning, in respect of an
Aircraft, given to such term in the Lease Novation in respect of
that Aircraft.

 


“Encumbrance”
means any charge, claim, community property interest, right of way,
easement, covenant, condition, equitable interest, Lien, option,
pledge, security interest, right of first refusal, or restriction
of any kind, including any restriction on use, voting, transfer,
receipt of income or exercise of any other attribute of
ownership.

 


“Engine”
means, with respect to any Airframe, any of the engines that are
included as part of the related Aircraft and any and all related
Parts.

 


“Equipment”
means individually or collectively, the Aircraft.

 


“Equipment Specific
Documents” means for each applicable item of Equipment
the documents, certificates and other items listed in
Schedule 3 which are required to be delivered as a Buyer
Conditions Precedent in accordance with Section 6.2.

 


“ERISA”
means the U.S. Employee Retirement Income Security Act of 1974, as
amended.

 


“ERISA
Affiliate” means any Person that could be treated as a
single employer with ACY pursuant to Section 4001 of ERISA or
Section 414 of the U.S. Internal Revenue Code of 1986 (as
amended).

 


“Excluded
Amount” means any amount paid by or on behalf of the
Lessee under any Lease Documents in respect of indemnity payments
under the relevant Lease Documents to which ACY is entitled
thereunder in respect of a loss suffered or incurred by
ACY.

 


“Excluded
Asset” means any asset and property listed in items
(i) to (iv) inclusive of Section 8.4.

 


“Excluded
Equipment” means individually or collectively, as
applicable, the aircraft or engines listed as items 1 to 5 in Part
2 of Schedule 2 together with, in relation to the aircraft
equipment, the related engines listed therein, and in relation to
such aircraft and engine equipment, all Parts and records
applicable thereto.

 


“Excluded
Liabilities” shall have the meaning given to such term
in Section 2.5.

 


“Excluded Transfer
Taxes” shall mean any Transfer Taxes imposed by any
Government Entity to the extent arising from or imposed on or as a
result of (i) ACY’s acts or omissions prohibited by this
Agreement, (ii) activities of ACY in the jurisdiction imposing the
liability unrelated to ACY’s dealings with the Buyer or the
Agent pursuant to the transactions contemplated by this Agreement,
(iii) the net income, profits or gains of ACY by any Government
Entity in the jurisdiction where ACY is incorporated, formed or
organized or has its principal place of business, or (iv)
ACY’s gross negligence or willful misconduct.

 


“FAA”
means the Federal Aviation Administration or any successor
agency.

 


“FAA Bill of
Sale” means an FAA form bill of sale (AC Form 8050-2)
to be signed by ACY with respect to each Airframe comprising part
of the Equipment listed as items 4 through 6 of Part 1 of
Schedule 2.

 


“FAA
Counsel” means McAfee & Taft.

 


“Government
Entity” means any (a) nation, state, county,
city, town, village, district, or other jurisdiction of any nature;
(b) federal, state, local, municipal, foreign, or other
government; (c) governmental or quasi-governmental authority
of any nature (including any governmental agency, branch,
department, official, or entity and any court or other tribunal);
(d) multinational organization or body; or (e) body
exercising, or entitled to exercise, any administrative, executive,
judicial, legislative, regulatory, or taxing authority or power of
any nature.

 


“Gross Revenue After
ECD” means all rent, maintenance reserves, power by
the hour payments and all other revenue received in respect of the
Aircraft under the Lease Documents in respect of any period from
(and including) February 1, 2021, excluding any Excluded
Amount.

 


“Gross Revenue
Before ECD” means all rent, maintenance reserves,
power by the hour payments and all other revenue received in
respect of the Aircraft under the Lease Documents in respect of any
period prior to (and including) January 31, 2021.

 


“International
Registry” shall have the meaning given to such term in
official English language texts of the “Convention on
International Interests in Mobile Equipment” and the
“Protocol to the Convention on International Interests in
Mobile Equipment on Matters Specific to Aircraft
Equipment”, both of which were signed in Cape Town, South
Africa on November 16, 2001, and including the Regulations for
the International Registry and the Procedures for
the International Registry, as promulgated
thereunder.

 


 “Lease
Documents” means each of the lease documents listed in
Schedule 4.

 


“Lease
Novation” means the agreement for the assignment,
transfer and/or novation, as the case may be, of the Lease
Documents in respect of an item of Equipment entered into or to be
entered into between ACY, the Buyer (or the nominee thereof) and
the Lessee.

 


“Lessee”
means the lessee of an Aircraft as named under the heading
“Lessee” in Schedule 2.

 


“Lien”
means any mortgage, pledge, hypothecation, right of others, claim,
security interest, encumbrance, lease, sublease, license, occupancy
agreement, adverse claim or interest, easement, covenant,
encroachment, burden, title defect, title retention agreement,
voting trust agreement, interest, equity, option, lien, right of
first refusal, charge, or other restrictions or limitations of any
nature whatsoever, including, without limitation, such as may arise
under any contracts, and any “claim,”
“lien,” or “security interest,” as those
terms are defined in the Bankruptcy Code.

 


“Limited Recourse
Date” shall have the meaning given to such term in
Section 8.5.

 


“Loan
Documents” shall have the meaning given in the Loan
Purchase Agreement.

 


“Maintenance
Reserves” shall mean the payments made by Lessees
based on aircraft usage, as specified under any applicable Lease
Documents, which ACY may use to reimburse Lessees for ACY’s
Maintenance Reserve Obligations. For the avoidance of doubt,
Maintenance Reserves shall include any and all such amounts
(excluding lease rental) paid by any Lessee under any Lease
Documents at any time prior to the applicable Delivery
Date.

 


“Maintenance Reserve
Obligations” means reimbursements available to a
Lessee upon completion of specific qualified maintenance projects,
as defined and specified under any Lease Documents.

 


“Manuals and
Technical Records means, as applicable in relation to an
Aircraft, the Aircraft Documents or the Manuals and Technical
Records in respect thereof as defined in the applicable Lease
Documents related to that Aircraft.

 


“Mortgage”
has the meaning given to such term in the Recitals to this
Agreement.

 


“Operative
Documents” means this Agreement, each Equipment
Specific Document, each Warranty Bill of Sale, each FAA Bill of
Sale and any other agreement or document entered into in connection
with the foregoing.

 


“Order”
means any order, writ, judgement, injunction, decree, stipulation,
determination or award entered into by or with any Governmental
Authority.

 


“Original Financing
Statements” means the Uniform Commercial Code
financing statements described in Schedule 1.

 


“Parts”
means, with respect to an Airframe, Engine any auxiliary power
unit, avionics, appliance, part, instrument, appurtenance,
accessory, furnishing or other item of equipment or components of
whatever nature (other than a complete Engine) incorporated in,
installed on, attached to or appurtenant to an Airframe or, as the
context may require, any Engine.

 


“Permitted
Liens” means “Permitted Liens” or an
analogous term used in any Lease Documents other than “Lessor
Liens” or Liens created by or through the lessor under such
Lease Documents.

 


“Person”
means any natural person, general or limited partnership,
corporation, company, trust, limited liability company, limited
liability partnership, firm, association, organization or other
legal entity.

 


“Petition
Date” has the meaning given to such term in the
Recitals to this Agreement.

 


“Purchase
Price” has the meaning given to such term in Section
3.1.

 


“Republic
LLC” means ACY E-175 LLC, a Delaware limited liability
company.

 


“Sale
Hearing” has the meaning given to such term in Section
12.3(c).

 


“Sale
Motion” has the meaning given to such term in Section
12.3(a).

 


“Sale Motion Filing
Date” has the meaning given to such term in Section
12.3(a).

 


“Sale
Order” means an Order of the Bankruptcy Court, in form
and substance reasonably acceptable to Buyer, among other things,
(a) approving (i) this Agreement and the execution, delivery, and
performance by ACY of this Agreement and the other instruments and
agreements contemplated hereby, (ii) the sale of the Equipment to
the Buyer or its nominee free and clear of any and all Encumbrances
(other than any Permitted Liens), and (iii) the assumption by ACY
and assignment to the Buyer or its nominee of the Assumed Leases on
the terms set forth herein; (b) determining that Buyer is a good
faith purchaser and has provided adequate assurance of future
performance with respect to the Assumed Leases; (c) containing
findings consistent with Section 9.1; and (d) providing that (i)
each Delivery Date, the Closing Date and the Effective Date will
occur in accordance with the terms and conditions hereof; and (ii)
Buyer will not have any derivative, successor, transferee or
vicarious liability for liabilities of ACY or any affiliates of ACY
by reason of any theory of law or equity (whether under federal or
state law or otherwise) as a result of the transactions
contemplated by this Agreement, including liabilities on account of
any Tax arising, accruing, or payable under, out of, in connection
with, or in any way relating to the Equipment prior to the Closing
Date.

 


“Sale Procedures
Order” means that certain order of the Bankruptcy
Court in form and substance reasonably acceptable to the Buyer,
that among other things, establishes (a) the date by which
qualified bids are due, (b) the date of an Auction or Auctions, and
(c) the date of the hearing on the Sale Motion, all in accordance
with terms of this Agreement.

 


“Second Transfer
Agreement” means the transfer agreement to be entered
into between the Buyer and DJL9 with respect to the transfer of
title or beneficial interest in such of the Aircraft which are
subject to Lease Documents from the Buyer to DJL9 as Buyer and DJL9
shall agree.

 


“Secured
Obligations” shall have the meaning given in the
Mortgage.

 


“Signing
Date” means the date of this Agreement.

 


“Tax”
and “Taxes”
means any tax (including, without limitation, any income tax,
withholding tax, capital gains tax, value-added tax, franchise tax,
sales tax, property tax, gift tax, or estate tax), levy,
assessment, tariff, duty (including any customs duty), deficiency
or other fee, and any related charge or amount (including any fine,
penalty, interest, or addition to tax), imposed, assessed, or
collected by or under the authority of any Government Entity or
payable pursuant to any tax-sharing agreement or any other contract
relating to the sharing or payment of any such tax, levy,
assessment, tariff, duty, deficiency, or fee.

 


“Transfer Legal
Fees” means:

 

(i)  any legal
invoices received by ACY from (a) a Lessee in respect of the
transfer of title to the Aircraft or the assignment, novation or
transfer of the Lease Documents applicable to that Aircraft, in
each case to the Buyer (it being acknowledge that ACY will, where
possible and if relevant, procure fee quotes from legal counsel to
any Lessee and share the same with the Buyer for approval before
relevant work begins); and

 

(ii) 50%
of the amount of any external legal fees and expenses of ACY
related to the sale and transfer of title to the Aircraft in
respect of the period beginning with the first calendar day
following the date of the Sale Order and ending on the Effective
Date, which fees and expenses are incurred as a result of any
reasonable requests made by or on behalf of the Buyer in respect of
the sale and transfer of title to each Aircraft under this
Agreement on or before the respective Delivery Date in respect
thereof.

 


“Transfer
Taxes” shall mean sales, use, documentary, transfer,
property, bulk, stamp, ad valorem or similar tax imposed on the
transfer of title to any item of Equipment pursuant to this
Agreement and all additions to such taxes in the form of penalties,
interest or similar amounts.

 


“Warranty Bill of
Sale” means a bill of sale to be delivered by ACY in
favor of the Buyer or its nominee with respect to each item of
Equipment in the form of Exhibit A.

 

1.1 Construction. Any agreement
referred to in this Section 1 means such agreement as from
time to time modified, supplemented and amended in accordance with
its terms. References to sections, exhibits and the like refer to
those in or attached to this Agreement unless otherwise specified.
“Including” means “including but not limited
to” and “herein,” “hereof,”
hereunder,” etc., mean in, of, or under, etc., this Agreement
(and not merely in, of, under, etc. the section or provision
where that reference appears). Unless the context otherwise
requires, any reference to a “party” means a party to
this Agreement and any reference to the “parties” means
ACY, the Buyer, and the Agent, collectively.

 

Section
2. Purchase and Sale.

 

2.1 Transfer of Equipment and Lease
Documents. Pursuant to sections 105, 363, and 365 of the
Bankruptcy Code, and on the terms and subject to the conditions set
out in this Agreement, the Sale Order and each Lease Novation, at
each Delivery Date ACY shall sell, convey, assign, transfer and
deliver to the Buyer or its nominee, and the Buyer or its nominee
shall purchase, acquire and accept from ACY all of ACY’s
right, title and interest in and to applicable Equipment and the
relevant Lease Documents free and clear of all Encumbrances (other
than Permitted Liens).

 

2.2 Title and Risk of Loss. Upon
the execution and delivery of the Warranty Bill of Sale while the
Equipment is at the Delivery Location, title to and risk of loss
with respect to the applicable Equipment shall pass to the Buyer or
its nominee.

 

2.3 Condition Upon Delivery. Each
item of Equipment shall be delivered to the Buyer
(a) “AS IS, WHERE IS AND WITH ALL FAULTS,” WITH
THE EXCEPTION OF (x) ACY’S WARRANTY OF TITLE AS PROVIDED IN
THE WARRANTY BILL OF SALE AND (y) SECTION 9.1 HEREOF,
BUT SUBJECT TO EACH AND EVERY DISCLAIMER OF WARRANTY AND
REPRESENTATION AS SET FORTH IN SECTION 10. The Buyer shall be
deemed to have unconditionally accepted each item of Equipment for
all purposes under this Agreement and the Sale Order upon the
delivery by ACY of the Warranty Bill of Sale in accordance with the
terms hereof.

 

2.4 Assumed Liabilities. On the
terms and subject to the conditions set forth in this Agreement and
the Sale Order, the Buyer shall assume from ACY only the following
liabilities (collectively, the “Assumed Liabilities”): any (a)
Cure Costs required to be paid pursuant to section 365 of the
Bankruptcy Code in connection with the assumption and assignment of
the Assumed Leases (in each case, as such costs may be reduced
pursuant to agreement with the applicable counterparty); (b) all
costs of obtaining necessary consents thereto (to the extent not
assignable pursuant to contract or applicable law); (c) Transfer
Legal Fees; (d) Transfer Taxes that are not Excluded Taxes; (e)
Maintenance Reserve Obligations; and (f) any unsatisfied
liabilities as of the Closing Date with respect to Customer
Programs.

 

2.5 Excluded Liabilities.
Notwithstanding any provision in this Agreement to the contrary,
other than the Assumed Liabilities, the Buyer is not assuming, and
shall not be deemed to have assumed, any other liabilities of ACY
of whatever nature (whether arising prior to, at the time of, or
subsequent to the Closing Date), whether absolute, accrued,
contingent or otherwise, whether due or to become due and whether
or not assets, and whether or not known or unknown or currently
existing or hereafter arising or matured or unmatured, direct or
indirect, and ACY shall be solely and exclusively liable for any
and all such liabilities, including, without limitation, any such
liabilities set forth below (collectively, the “Excluded
Liabilities”):

 

(a) Any and all
liabilities of ACY relating to or otherwise arising, whether
before, on or after the Closing Date, out of, or in connection
with, any of the Excluded Assets;

 

(b) Any and all
liabilities of ACY to its creditors, except for those related to
the Lease Documents in respect of an Aircraft after the Delivery
Date in respect of that Aircraft;

 

(c) Other than the
Transfer Tax liabilities assumed by Buyer under Section 4, any and
all liabilities for Taxes including, without
limitation:

 

(i) Any and all Taxes
(irrespective of when asserted) of ACY for any taxable period
(including any such Taxes or related liabilities that may be
imposed or asserted against the Buyer or any of its affiliates by
reason of contract, assumption, transferee or successor liability,
operation of law, pursuant to Treasury Regulation
Section 1.1502-6 (or any similar provision of any state or
local law) or otherwise);

 

(ii) Any
and all Taxes related to or arising from the Equipment or the Lease
Documents, in each case, for any taxable period (or portion
thereof) ending on or before the applicable Delivery Date,
including, without limitation, any Taxes set forth in Schedule E/F
filed in the Bankruptcy Case;

 

(iii) Any
and all Taxes imposed on any Person that are the responsibility of
ACY;

 

(iv) Any
and all Taxes arising from or in connection with an Excluded Asset;
and

 

(v) Any and all Taxes
imposed on or suffered by the Buyer in respect of ACY, the
Equipment or the transactions contemplated by the Operative
Documents arising from the failure by ACY to comply with or obtain
a certificate under any bulk sales laws (including with respect to
the transactions contemplated by the Operative
Documents).

 

(d) Any and all
liabilities related to payroll, vacation or sick leave, or with
respect to employment or other provision of services, compensation,
severance, benefits or payments of any nature owed to any current
or former employee, officer, director, member, partner or
independent contractor of ACY or any ERISA Affiliate (or any
beneficiary or dependent of any such individual), whether or not
employed by the Buyer after the Closing Date, including without
limitation, any liability that:

 

(i) Arises out of or
relates to the employment, service provision or other relationship
between ACY or any ERISA Affiliate and any such individual,
including but not limited to the termination of such relationship;
and

 

(ii) Arises
out of or relates to events or conditions occurring on or before
the Closing Date;

 

(e) Any and all
liabilities under any common law doctrine of de facto merger or transferee or
successor liability or otherwise by operation of contract or
law;

 

(f) Any and all
liabilities arising under or related to the Federal Worker
Adjustment and Retraining Notification Act, 29 U.S.C. § 2101
et seq. (1988) and any similar laws, including laws of any state,
country or other locality that is applicable to a termination of
employees, in each case to the extent applicable, for any action
resulting from employees’ separation of employment prior to
or on the Closing Date;

 

(g) Any and all
liabilities of ACY to its equity holders respecting dividends,
distributions in liquidation, redemptions of interests, option
payments or otherwise;

 


 

(h) Any and all
liabilities relating (i) to claims, actions, suits, arbitrations,
litigation matters, proceedings, investigations or other actions
(in each case, whether involving private parties, authorities, or
otherwise) involving, against, or affecting any of the Equipment or
Lease Documents, or any assets or properties of ACY, whether
commenced, filed, initiated, or threatened before or after the
Closing Date, which was or could have been asserted on or prior to
the Closing Date or to the extent the basis of which arose or
accrued on or prior to the Closing Date or (ii) violations of law
by ACY;

 

(i) Any and all
liabilities obligations of ACY arising or to be performed prior to
the Closing Date arising from or related to the Equipment or the
Lease Documents, other than as expressly assumed
herein;

 

(j) Any and all
liabilities of ACY or its predecessors arising out of any contract,
agreement, permit, franchise or claim that is not transferred to
the Buyer as part of transactions contemplated hereby, or, is not
transferred to the Buyer because of any failure to obtain any
third-party or governmental consent required for such transfer;
and

 

(k) Any and all
liabilities related to any failure to perform, improper
performance, breach of warranty or other breach, default,
violation, act or omission by ACY on or prior to the Closing Date,
whether under or with respect to any contract (other than
liabilities for the payment of the Cure Costs and other cure
obligations under the Assumed Leases), in tort or
otherwise.

 

2.6 Assumption and Assignment of Assumed
Leases. ACY shall take all actions reasonably required to
assume and assign the Assumed Leases to the Buyer (excluding
payment of Cure Costs), including taking all actions reasonably
required to facilitate any negotiations with the counterparties to
such Assumed Leases and to obtain a Sale Order containing a finding
that the proposed assumption and assignment of the Assumed Leases
to the Buyer satisfies all applicable requirements of section 365
of the Bankruptcy Code. ACY shall use its reasonable efforts to
obtain any consents or waivers necessary to assume and assign the
Assumed Leases and, if reasonably requested by the Buyer, to enter
into any lawful arrangement to provide to the Buyer the benefits of
such Assumed Leases.

 

2.7 Maintenance Reserves. In
relation to each Aircraft which is subject to Lease Documents, ACY
shall not, without the prior written consent of the Buyer, take any
action (including providing a lessee with pre-approval of any
maintenance workscope, or confirmation of coverage and amounts
payable under any lessor contribution provisions) under the Lease
Documents during the period from the Signing Date to the applicable
Delivery Date in relation to that Aircraft that would entitle the
Lessee to make a claim for reimbursement for maintenance costs from
Maintenance Reserves.

 

Section
3. Consideration and Economic
Terms.

 

3.1 Purchase
Price. The aggregate consideration for the purchase of the
Equipment and the related Lease Documents shall be an amount equal
to the amount of the then-outstanding Secured Obligations as of the
Closing Date (collectively, the “Purchase Price”). The Buyer shall
offset the full amount of the Secured Obligations against the
Purchase Price pursuant to section 363(k) of the Bankruptcy Code,
resulting in the full satisfaction and cancellation by the Buyer of
the Secured Obligations on the Effective Date. The Secured
Obligations shall be deemed satisfied and cancelled, in part, on
each of the applicable Delivery Date to the extent of the amounts
allocated to the respective Equipment and related Lease Documents
as set forth in Part 3 of Schedule 2.

 

3.2 Gross
Revenue. To the extent not previously conveyed to the Buyer
in accordance with the terms of the Cash Collateral Order (the
terms of which shall provide for such conveyance), ACY hereby
conveys, assigns and transfers to the Buyer upon the date of this
Agreement all of ACY’s right, title and interest in and to
Gross Revenue After ECD. If ACY (or any person on behalf of ACY,
other than the Agent or the Buyer) receives any amount in respect
of Gross Revenue After ECD, ACY shall procure that such amount is
paid to the Buyer within two Business Days of receipt thereof, and
pending such payment to the Buyer any such amount shall be held by
ACY on trust for the Buyer. 

 

Section
4. Tax Treatment; Allocation; Transfer
Taxes. The parties shall cooperate with each other in all
reasonable respects to lawfully mitigate or eliminate the
imposition of any Transfer Taxes; provided, however, that, subject
to the provisions of Section 2.5(c), the Buyer shall be responsible
for and promptly pay when due any such Transfer Tax (other than
Excluded Transfer Taxes) in any jurisdiction which may be levied by
any Government Entity in any jurisdiction as a result of the
transfer of title to any item of Equipment under this
Agreement.

 

Section
5. Leases
and Lessees

 

5.1 Lease Novation. Between the
Signing Date and the Delivery Date in respect of each Aircraft, ACY
and the Buyer shall each use their respective commercially
reasonable efforts to:

 

(i) agree with the
relevant Lessee and enter into, for each Aircraft which is subject
to Lease Documents, a Lease Novation with respect to such
Aircraft;

 

(ii) satisfy
the conditions to the occurrence of the Delivery Date in respect of
each Aircraft including satisfying the conditions to the completion
of the assignment or novation of the Lease Documents as set out in
the Lease Novation in respect thereof; and

 

(iii) in
the case of the Buyer only, satisfy the conditions to the
occurrence of the Delivery Date under the Second Transfer
Agreement.

 

5.2 Lessees. From and after the
Signing Date, the Buyer shall be authorized to communicate directly
with each Lessee to the extent it deems necessary to facilitate the
transactions contemplated by Section 5.1, provided, however, that any such communication
shall be coordinated through ACY’s professionals or
advisors.

 

Section
6. Conditions
Precedent.

 

6.1 Buyer’s Conditions to the
Closing Date. The obligation of the Buyer to perform its
obligations hereunder is subject to the satisfaction (or waiver by
the Buyer) of the following conditions precedent on or prior to the
Closing Date:

 

(a) this Agreement
shall have been duly authorized, executed and delivered by ACY and
shall be in full force and effect with respect to ACY;

 

(b) the Buyer shall
have received the following documents from ACY: (i) a
certificate of an officer of ACY, certifying that this Agreement
and each Operative Document to which it is or will be, a party have
been, or will be, duly authorized, executed and delivered by ACY
and is, or will be, in full force and effect with respect to ACY
and (ii) an incumbency certificate of ACY as to the officers
of ACY authorized to execute and deliver this Agreement and each
other Operative Document to which ACY is or will be a party,
including the signatures of each such officers; and

 

(c) the Sale Order
shall have been entered by the Bankruptcy Court in the Bankruptcy
Case.

 

6.2 Buyer’s Conditions to each
Delivery Date. The obligation of the Buyer to perform its
obligations on each Delivery Date is subject to the satisfaction
(or waiver by the Buyer) of the following conditions precedent on
or prior to each Delivery Date with respect to an item of
Equipment:

 

(a) each of the
Operative Documents relating to that item of Equipment to which ACY
is a party shall have been duly authorized, executed and delivered
by ACY and the Buyer shall have received a copy of each such duly
executed Operative Document;

 

(b) each of the
Equipment Specific Documents relating to that item of Equipment
shall be in form reasonably satisfactory to the Buyer and shall
have been delivered to the Buyer and to the extent requiring
execution, shall have been duly authorized, executed and delivered
by each party thereto (other than the Buyer) and the Buyer shall
have received a copy of each duly executed Equipment Specific
Document;

 

(c) the representations
and warranties of ACY contained in Section 9.1 and in each
Operative Document relating to that item of Equipment shall be true
and accurate as though made on and as of the Delivery
Date;

 

(d) the Equipment shall
be in the Delivery Location;

 

(e) to the extent
required, ACY shall have executed any resale or other similar
exemption certificates requested by the Buyer in order to allow the
Buyer to claim any available exemption from Transfer
Taxes;

 

(f) all conditions to
the transfer of an Aircraft which is subject to Lease Documents
under the Second Transfer Agreement (other than those which will be
satisfied at and by the occurrence of Delivery on the Delivery
Date) shall have been satisfied or waived; and

 

(g) the Challenge
Period has expired and no Challenge remains outstanding or has been
upheld by the Bankruptcy Court.

 

6.3 ACY’s Conditions to Closing
Date. The obligation of ACY to perform its obligations
hereunder is subject to the satisfaction (or waiver by ACY) of the
following conditions precedent on or prior to the Closing
Date:

 

(a) this Agreement
shall have been duly authorized, executed and delivered by the
Buyer and shall be in full force and effect with respect to the
Buyer;

 

(b) ACY shall have
received the following documents from the Buyer: (i) a
certificate of an officer of the Buyer, certifying that this
Agreement and each Operative Document to which it is or will be, a
party have been, or will be, duly authorized, executed and
delivered by the Buyer and is, or will be, in full force and effect
with respect to the Buyer (ii) an incumbency certificate of
the Buyer as to the persons authorized to execute and deliver this
Agreement and each other Operative Document to which the Buyer is
or will be a party, including the signatures of each such person
and (iii) a certified copy of the resolutions of the board of
directors and/or shareholders, as applicable, of the Buyer
authorizing the transactions contemplated hereby and the execution
and delivery of this Agreement and each other Operative Document to
which the Buyer is a party; and

 

(c) the Sale Order
shall have been entered by the Bankruptcy Court.

 

6.4 ACY’s Conditions to each
Delivery Date. The obligation of ACY to perform its
obligations hereunder is subject to the satisfaction (or waiver by
ACY) of the following conditions precedent on or prior to each
Delivery Date with respect to an item of Equipment:

 

(a) each of the
Operative Documents relating to that item of Equipment to which the
Buyer is a party shall have been duly authorized, executed and
delivered by the Buyer as applicable and ACY shall have received a
copy of each such duly executed Operative Document;

 

(b) each of the
Equipment Specific Documents relating to that item of Equipment to
which ACY is a party shall be in form reasonably satisfactory to
ACY and shall have been delivered to ACY and to the extent
requiring execution, shall have been duly authorized, executed and
delivered by each party thereto (other than ACY) and ACY shall have
received a copy of each duly executed Equipment Specific
Document;

 

(c) the representations
and warranties of the Buyer contained in Section 9.2 and in
each Operative Document relating to that item of Equipment shall be
true and accurate as though made on and as of the Delivery Date;
and

 

(d) the Equipment shall
be in the Delivery Location, it being understood and agreed that if
any Equipment is relocated at Buyer’s request and with the
agreement of the applicable Lessee (if necessary) to facilitate
Delivery, Buyer shall be responsible for any and all fees, costs,
charges, and expenses of any kind related thereto.

 

6.5 Cape Town Registrations and FAA
Filings. On each applicable Delivery Date:

 

(a) ACY shall (i) give
its consent to FAA Counsel or the Buyer’s other counsel for
the registration of the sale of Equipment from ACY to the Buyer on
the International Registry; (ii) give its consent to FAA Counsel or
the Buyer’s other counsel for the assignment to the Buyer of
any lease registrations at the International Registry; and (iii)
deliver releases to FAA Counsel or the Buyer’s other counsel
with respect to all Liens on the purchased Equipment, other than
the applicable Lease Documents for such Aircraft, in order to
permit FAA Counsel or the Buyer’s other counsel to file
discharges of such Liens on the International Registry, and shall
consent to the filing by FAA Counsel or the Buyer’s other
counsel of such discharges, as well as the filing of discharges
provided to FAA Counsel or the Buyer’s other counsel by the
Buyer with respect to the Liens in favor of the Buyer;

 

(b) with respect to
United States registered Aircraft being purchased, (i) ACY shall
execute and deliver to FAA Counsel for filing at the FAA in
Oklahoma City an FAA Bill of Sale documenting the transfer of title
from ACY to the Buyer; and (ii) Agent shall be authorized and
instructed to execute and deliver to FAA Counsel for filing with
the FAA a release of the Mortgage recorded on the FAA registry for
such aircraft;

 

(c) with respect to
non-US registered Aircraft being purchased, (i) ACY shall execute
and deliver any required documents required by the local counsel
engaged by applicable Lessee or the Buyer to register the transfer
of ownership of the Equipment under Lessee’s registration on
the civil aircraft registry upon which the Aircraft is registered,
and (ii) Agent shall be authorized and instructed to execute and
deliver for filing such documentation necessary to release of any
mortgages recorded in the jurisdiction where the Aircraft is
registered.

 

Section
7. Delivery.

 

7.1 Delivery Timing. The parties
shall each use their commercially reasonable efforts to complete
the Delivery of each item of Equipment to the Buyer as soon as
possible following the Signing Date.

 

7.2 Delivery Date. Subject to the
satisfaction (or waiver) of the Conditions Precedent, on the
Delivery Date in respect of an Aircraft:

 

(a) the signed Warranty
Bill of Sale and, if applicable, the signed FAA Bill of Sale in
respect of the relevant Aircraft shall be pre-positioned with FAA
Counsel and deemed released to the Buyer and with respect to the
FAA Bill of Sale, if applicable, FAA Counsel for filing with the
FAA. The Buyer shall be entitled to date or authorize the dating of
such documents as of the Delivery Date;

 

(b) the relevant
Effective Time Notice shall be dated and released to the parties to
the relevant Lease Novation;

 

(c) all other documents
required to be either or both dated and completed in order to
complete the Delivery, including pursuant to the relevant Lease
Novation shall be either or both dated and completed and
released;

 

(d) possession of the
relevant item of Equipment shall be deemed to be delivered to the
Buyer; and

 

(e) all original Lease
Documents in the possession of ACY shall be delivered to the
Buyer.

 

Section
8. Effective Date.

 

8.1 Buyer’s Conditions to the
Effective Date. The obligation of the Buyer to perform its
obligations hereunder is subject to the satisfaction (or waiver by
the Buyer) of the following conditions precedent on or prior to the
Effective Date:

 

(a) the representations
and warranties of ACY contained in Section 9.1 shall be true
an accurate as though made on and as of the Effective
Date;

 

(b) ACY shall have
executed and delivered to the Agent (with a copy to the Buyer) a
notice of termination of the Custodial Agreement; and

 

(c) the Delivery Date
with respect to all of the Equipment shall have occurred unless the
Buyer has elected, in its sole discretion, not to take Delivery of
an item of Equipment.

 

8.2 Covenant of the Buyer as of Effective
Date. The Buyer covenants and agrees for the benefit of ACY
that on the Effective Date it shall deliver to ACY releases, in
form and substance reasonably acceptable to ACY, and duly executed
by the Agent with respect to each of the following:

 

(i) the Mortgage in
respect of the Excluded Equipment, as executed by the
Agent;

 

(ii) the
Security Agreement dated October 1, 2018, as executed by JetFleet
Holding Corp.;

 

(iii) the
Security Agreement dated February 19, 2019, as executed by JetFleet
Management Corp.;

 

(iv) the
Pledge Agreement dated as of February 19, 2019, as executed by
ACY;

 

(v) the JMC Guaranty
(as such term is defined in Loan Purchase Agreement);

 

(vi) the
JHC Guaranty (as such term is defined in the Loan Purchase
Agreement)

 

(vii) UCC-3
termination statements with respect to all Original Financing
Statements, to be filed by the Agent; and

 

(viii) the
Deposit Account Control Agreements.

 

8.3 UCC. Within one (1) business
day following the Effective Date, the Agent shall file UCC-3
termination statements with respect to all Original Financing
Statements.

 

8.4 Excluded Equipment and Other
Matters. Upon and from the Limited Recourse Date, the Buyer
agrees that ACY shall be and become entitled to all rights to and
benefit of the following free and clear of any Claim or Encumbrance
of the Agent, the Buyer or any affiliate of the Buyer:

 

(i) the Gross Revenue
Before ECD;

 

(ii) any
cash balances in each Account as of the Effective
Date;

 

(iii) any
proceeds payable under any consignment contract to which any of the
Excluded Equipment is subject;

 

(iv) other
than the Equipment and the Assumed Leases, all other assets of ACY,
including but not limited to, the Excluded Equipment;
and

 

(v) any proceeds of
sale or other funds received in respect of items (i) to (iv)
above.

 


The
Cash Collateral Order shall provide that, prior to its release
under Section 8.4, all proceeds comprising item 8.4(v) shall be
held upon and from receipt by ACY subject to the Buyer’s Lien
in respect of the Secured Obligations and may only be used by ACY
to the extent required to pay costs and expenses incurred by ACY
during the Bankruptcy Case but subject to the terms of the Approved
Budget and the other terms of the Cash Collateral Order or
otherwise as agreed by the Buyer in writing in its sole
discretion.

 

8.5 Limited Recourse. Upon and from
the earlier of:

 

(a) the Effective Date;
and

 

(b) the date an
Approved Plan is confirmed in the Bankruptcy Case,

 


(such
date being the “Limited
Recourse Date”), the Buyer’s sole and exclusive
recourse on account of the Secured Obligations shall be limited to
the Equipment and the Assumed Leases and no other assets of ACY
and, subject to the Buyer’s rights under Section 12.4, from
the Limited Recourse Date the Buyer unconditionally and irrevocably
waives any other rights to assert any Claims or Encumbrances
against ACY, its affiliates or subsidiaries or the bankruptcy
estates created by the Bankruptcy Case (other than to enforce
ACY’s obligations under this Agreement).

 

Section
9. Representations and
Warranties.

 

9.1 Representations and Warranties of
ACY. ACY represents and warrants on the Signing Date, on
each Delivery Date and on the Effective Date, but subject to
authorization of the Bankruptcy Court with respect to Sections
9.1(b), (c), (d), (e) and (f):

 

(a) Title. Upon delivery of the
Warranty Bill of Sale by ACY to the Buyer or its nominee, as
applicable, the Buyer or such nominee will have good and marketable
legal and beneficial title to the applicable Equipment free and
clear of all Encumbrances other than any Permitted Lien and any
Lien in favor of the Agent.

 

(b) Organization, Etc. ACY is duly
formed and validly existing and in good standing under the laws of
the State of Delaware and has all requisite power and authority to
enter into and perform its obligations under this Agreement and
each Operative Document to which it is or will be a
party.

 

(c) Authorization. ACY has taken,
or caused to be taken, all necessary corporate action to authorize
the execution and delivery of this Agreement and each Operative
Document to which it is or will be a party and the performance of
its obligations hereunder and thereunder.

 

(d) No Violation. The execution and
delivery by ACY of this Agreement and each Operative Document to
which ACY is or will be a party, the performance by ACY of its
obligations hereunder and thereunder, and the consummation by ACY
of the transactions contemplated hereby and thereby, do not and
will not (i) violate or contravene any provision of any
certificate of incorporation or bylaws of ACY, (ii) violate or
contravene any law applicable to or binding on ACY or
(iii) violate, contravene or constitute any default under, or
result in the creation of any Encumbrance under, any indenture,
mortgage, chattel mortgage, deed of trust, conditional sales
contract, lease, loan or other material agreement, instrument or
document to which ACY is a party or by which ACY or any of their
respective properties is or may be bound or affected.

 

(e) Approvals. Other than as
expressly set forth herein and subject to entry of the Sale Order,
the execution and delivery by ACY of this Agreement and each
Operative Document to which it is or will be party, the performance
by ACY of its obligations hereunder and thereunder, and the
consummation by ACY of the transactions contemplated hereby and
thereby, do not and will not require the consent, approval or
authorization of, or the giving of notice to, or the registration
with, or the recording or filing of any documents with, or the
taking of any other action in respect of, (i) any trustee or
other holder of any debt of ACY or (ii) any Government
Entity.

 


 

(f) Valid and Binding Agreement.
This Agreement and each other Operative Document to which ACY is or
will be a party has been duly authorized, executed and delivered by
ACY and, assuming the due authorization, execution and delivery by
any other party or parties thereto, this Agreement and each
Operative Document to which it is a party constitutes the legal,
valid and binding obligations of ACY, enforceable against ACY in
accordance with the terms hereof and thereof, except as such
enforceability may be limited by bankruptcy, insolvency,
reorganization, receivership, moratorium and other similar laws
affecting the rights of creditors generally and general principles
of equity, whether considered in a proceeding at law or in
equity.

 

(g) Relationship of ACY and the
Buyer. The Buyer has not, at any time, directed or
participated in any aspect of the management of ACY or the conduct
of ACY’s business. ACY has made all of its business decisions
independently of the Buyer, and the Buyer has limited its actions
to those as a buyer of assets. Notwithstanding any other provision
of this Agreement or the Operative Documents, (i) the
relationship between the Buyer, on the one hand, and ACY on the
other, shall be limited to the relationship of a buyer and seller
in a commercial transaction; (ii) the Buyer shall not be
construed as a partner, joint venturer, alter ego, manager,
controlling person, or other business associate or participant of
any kind of ACY, and neither the Buyer does not intend to assume
any such status at any time; and (iii) the Buyer shall not be
deemed responsible for (or a participant in) any acts, omissions,
or decisions of the ACY. In addition, ACY hereby acknowledges and
agrees that (a) it has been represented by counsel of its own
choosing throughout the negotiation, preparation, and execution of
this Agreement and the Operative Documents, (b) it has
exercised independent judgment with respect to the negotiation,
preparation, and execution of this Agreement and the Operative
Documents and the consummation of the transactions contemplated
hereby and thereby, (c) it has not relied on the Buyer, or its
counsel, for any advice with respect to the negotiation,
preparation, or execution of this Agreement and the Operative
Documents, and (d) any principle of contract construction that
favors or disfavors the party whose attorneys have drafted a
contract or provision thereof shall not be applied to this
Agreement.

 

9.2 Representations and Warranties of the
Buyer. The Buyer represents and warrants on the Signing Date
and on each Delivery Date and on the Effective Date, in each case
by reference to the facts and circumstances then
existing:

 

(a) Organization, Etc. It is duly
formed, validly existing and in good standing under the laws of the
jurisdiction of its formation or incorporation and has the power
and authority to enter into and perform its obligations under this
Agreement and each Operative Document to which it is or will be a
party.

 

(b) Corporate Authorization. It has
taken, or caused to be taken, all necessary company or
organizational action required to authorize the execution and
delivery of this Agreement and the Operative Documents to which it
is or will be a party and the performance of its obligations
hereunder thereunder.

 

(c) No Violation. The execution and
delivery by the Buyer of this Agreement and the Operative Documents
to which it is or will be a party, the performance by the Buyer of
its obligations hereunder and thereunder, and the consummation by
the Agent and the Buyer of the transactions contemplated hereby and
thereby, do not and will not (i) violate or contravene any
provision of its constitutive documents (ii) violate or
contravene any law applicable to or binding on it, or
(iii) violate, contravene or constitute any default under, or
result in the creation of any Lien under, any indenture, mortgage,
chattel mortgage, deed of trust, conditional sales contract, lease,
loan or other material agreement, instrument or document to which
the Buyer is a party or by which it or any of its properties is or
may be bound or affected.

 

(d) Approvals. The execution and
delivery by each of the Buyer of this Agreement and each Operative
Document to which it is or will be a party, the performance by it
of its obligations hereunder and thereunder, and the consummation
by the Buyer of the transactions contemplated hereby or thereby for
such date, do not and will not require the consent, approval or
authorization of, or the giving of notice to, or the registration
with, or the recording or filing of any documents with, or the
taking of any other action in respect of, (i) any trustee or
other holder of any debt of the Buyer or (ii) any Government
Entity.

 

(e) Valid and Binding Agreement.
This Agreement and each Operative Document to which it is a party
has been or will be duly authorized, executed and delivered by the
Buyer and, assuming the due authorization, execution and delivery
by the other parties thereto, constitutes the legal, valid and
binding obligation of the Buyer and is or will be enforceable
against each of the Buyer in accordance with the terms hereof,
except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, receivership, moratorium and other
similar laws affecting the rights of creditors generally and
general principles of equity, whether considered in a proceeding at
law or in equity.

 

Section
10. Disclaimer of Additional
Warranties. The Buyer acknowledges that (i) the Buyer has
not sought from ACY, or relied upon ACY for, any analysis,
evaluation or advice with respect to ACY, the Equipment or relevant
Lease Documents or the financial condition, operations, investment
potential or tax attributes of the same and (ii) the Buyer has
either been supplied with or has had access to all information,
which it has deemed necessary to evaluate the assignment, transfer
and conveyance contemplated by this Agreement and any related
documentation. The Buyer further acknowledges that:

 


EXCEPT
FOR THE REPRESENTATIONS AND WARRANTIES AS SET FORTH IN SECTION 9
HEREOF (WHICH SHALL EXPIRE AND NOT SURVIVE THE DATES SPECIFIED IN
SECTION 13.4), ACY HAS NOT MADE ANY REPRESENTATIONS OR WARRANTIES,
EXPRESSED OR IMPLIED, RELATING TO THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT, AND ACY’S RIGHTS WITH RESPECT TO THE
EQUIPMENT AND RELATED LEASE DOCUMENTS ARE BEING ACQUIRED BY THE
BUYER ON AN "AS IS, WHERE IS AND WITH ALL FAULTS"
BASIS.

 


NOTWITHSTANDING
ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ANY OPERATIVE
DOCUMENTS, ACY HAS NOT MADE ANY REPRESENTATION OR WARRANTY, EXPRESS
OR IMPLIED, AS TO THE AIRWORTHINESS, CONDITION, VALUE, DESIGN,
OPERATION, MERCHANTABILITY, COMPLIANCE WITH SPECIFICATIONS,
CONSTRUCTION, PERFORMANCE OR FITNESS FOR USE OR FOR ANY PURPOSE OF
THE EQUIPMENT OR ANY PART THEREOF, AS TO THE ABSENCE OF LATENT OR
OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, AS TO THE ABSENCE OF
ANY INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT, AS TO THE
ABSENCE OF OBLIGATIONS BASED ON LIABILITY IN TORT, STRICT OR
OTHERWISE, AS TO FREEDOM FROM INTERFERENCE IN POSSESSION OR USE, OR
AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE EQUIPMENT
OR ANY PART THEREOF OR ANY OTHER REPRESENTATION OR WARRANTY
WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT OR
ANY PART THEREOF.

 


The
foregoing disclaimer of warranty shall not be construed to be a
waiver (a) by the Buyer of claims against ACY, arising from
ACY’s breach of its obligations under this Agreement or any
Operative Document made by, applicable to or to be performed by
ACY, or (b) by ACY of claims against the Buyer, arising from the
Buyer’s breach of its obligations under this Agreement or any
Operative Document made by, applicable to or to be performed by the
Buyer.

 

Section
11. Expenses.

 

11.1 Expenses
of ACY. Except as expressly provided for in Sections 11.2
and 11.3, ACY shall bear the costs and expenses of conducting its
business and in complying with its obligations under this Agreement
(including any legal fees and expenses incurred by ACY) and, other
than any specifically provided for herein, the Buyer shall have no
liability for, or to contribute towards, any costs and expenses of
ACY.

 

11.2 Transfer
Legal Fees. Within two Business Days following each Delivery
Date, the Buyer shall pay to ACY the amount of the Transfer Legal
Fees in respect of the Equipment transferred in respect of such
Delivery Date provided that the Buyer has received such supporting
documentation in respect of such Transfer Legal Fees as the Buyer
shall reasonably request.

 

11.3 FAA
Counsel Fees. The Buyer shall pay the costs and expenses of
FAA Counsel including all related filing fees and registration fees
incurred in respect of each Delivery Date.

 

Section
12. Bankruptcy
Provisions.

 

12.1 Competing
Bid. This Agreement is subject to approval by the Bankruptcy
Court and the consideration by ACY of higher or better competing
bids in respect of all or any part of the Equipment (each a
“Competing
Bid”). From the Signing Date (and any prior time) and
until entry of the Sale Order, ACY is permitted to, and to cause
its representatives and professionals to, initiate contact with,
solicit or encourage submission of any inquiries, proposals or
offers by, any person (in addition to the Buyer and its affiliates
and representatives) in connection with a Competing Bid. In
addition, ACY shall have the responsibility and obligation to
respond to any inquiries or offers for a Competing Bid and perform
any and all other acts related thereto which are required under the
Bankruptcy Code, the Sale Procedures Order or other applicable law,
including supplying information relating to the Equipment to
prospective purchasers.

 

12.2 Bankruptcy
Court Filings.

 

(a) ACY and the Buyer
acknowledge that this Agreement and the transactions contemplated
hereby are subject to entry of, as applicable, the Sale Procedures
Order and the Sale Order. In the event of any discrepancy between
this Agreement and the Sale Procedures Order and the Sale Order,
the Sale Procedures Order and the Sale Order shall
govern.

 

(b) ACY shall give
notice under the Bankruptcy Code of the request for the relief
specified in the Sale Motion to all persons entitled to such
notice, including all persons that have asserted Liens in the
Equipment and all non-debtor parties to the Assumed Leases, and
other appropriate notice as required by the Federal Rules of
Bankruptcy Procedure and the local rules of the Bankruptcy Court,
including such additional notice as the Bankruptcy Court shall
direct or as the Buyer may reasonably request, and provide
appropriate opportunity for hearing, to all parties entitled
thereto, of all motions, orders, hearings, or other proceedings in
the Bankruptcy Court relating to this Agreement and the
transactions contemplated hereby.

 

(c) ACY shall use
reasonable best efforts to ensure that the proposed Sale Procedures
Order and Sale Order find that, the provisions of this Agreement
are reasonable, were a material inducement to the Buyer, and were
reasonably relied upon by the Buyer in deciding, to enter into this
Agreement, and are designed to achieve the highest or otherwise
best price for the Equipment.

 


 

(d) The Buyer agrees
that it will promptly take such actions as are reasonably requested
by ACY to assist in obtaining entry of the Sale Procedures Order
and the Sale Order and a finding of adequate assurance of future
performance by the Buyer, including furnishing witnesses,
affidavits or other documents or information for filing with the
Bankruptcy Court for the purposes, among others, of providing
necessary assurances of performance by the Buyer under this
Agreement and demonstrating that the Buyer is a “good
faith” purchaser under section 363(m) of the Bankruptcy
Code.

 

(e) ACY shall be
responsible for making all filings with the Bankruptcy Court
necessary to permit ACY to consummate the transactions under this
Agreement. ACY and the Buyer shall consult with one another
regarding the Cash Collateral Order and any related motions seeking
approval thereof, and other draft “first day” motions,
the Sale Motion, the Sale Procedures Order and/or the Sale Order
and any declarations in support of the foregoing (the
“Consultation
Documents”). ACY shall provide (or shall cause its
representatives to provide) the Buyer with advance drafts of, and a
reasonable opportunity to review and comment upon, the Consultation
Documents as soon as reasonably practicable prior to the date ACY
intends to file such motion, pleading or Bankruptcy Court filing.
ACY shall make any modifications of such documents reasonably
requested by the Buyer, and each such document shall be subject to
approval by the Buyer in its reasonable discretion. The Buyer shall
provide (or shall cause its representatives to provide) ACY with
advance drafts of, and a reasonable opportunity to review and
comment upon substantive pleadings, motions, and supporting papers
prepared by the Buyer to be filed with the Bankruptcy Court in
connection with the Agreement as soon as reasonably practicable
prior to the date the Buyer intends to file such motion, pleading
or Bankruptcy Court filing, and the Buyer shall make any reasonable
modifications of such documents requested by ACY. In the event the
entry of the Sale Procedures Order and the Sale Order or any other
Order of the Bankruptcy Court relating to this Agreement shall be
appealed (or if any petition for certiorari or motion for
reconsideration, amendment, clarification, modification, vacation,
stay, rehearing or reargument shall be filed with respect to the
Sale Procedures Order, the Sale Order or other such order), ACY and
the Buyer shall use their respective commercially reasonable
efforts to defend such appeal, petition or motion and obtain an
expedited resolution of any such appeal, petition or
motion.

 

12.3 Bankruptcy
Milestones. ACY shall use its reasonable best efforts to
satisfy the following milestones (collectively, the
“Bankruptcy
Milestones”):

 

(a) Within three (3)
days after the Signing Date (the “Sale Motion Filing Date”), ACY shall have filed a
motion, in form and substance reasonably acceptable to the Buyer
(the “Sale
Motion”), (i) designating the Buyer as the proposed
purchaser of the Equipment subject to the terms of this Agreement
and Bankruptcy Court approval, (ii) requesting that the Buyer and
the transactions of the Buyer contemplated hereby be accorded the
protections provided under section 363(m) of the Bankruptcy Code,
and (iii) seeking approval and entry of the Sale Procedures
Order.

 

(b) ACY shall have
sought to schedule a hearing to approve the Sale Procedures Order
to be held no later than the first date available from the
Bankruptcy Court that is twenty-one (21) days after the Sale Motion
Filing Date (the “Bid
Procedures Hearing”).

 

(c) On or before the
date that is two (2) days after the Bid Procedures Hearing, the
Bankruptcy Court shall have entered the Sale Procedures Order and
scheduled the hearing on the Sale Motion for on or before a date
that is thirty (30) days or less from the Bid Procedures Hearing
(the “Sale
Hearing”).

 

(d) The deadline for
interested third parties to submit qualified bids in accordance
with the Sale Procedures Order shall be no later than twenty-one
(21) days following the Bid Procedures Hearing (the
“Bid
Deadline”).

 

(e) If required, the
Auction shall occur no later than three (3) Business Days following
the Bid Deadline.

 

(f) The Bankruptcy
Court shall have entered the Sale Order on or before the date that
is two (2) days after the conclusion of the Sale
Hearing.

 


The
Bankruptcy Milestones may be extended upon mutual agreement between
ACY and the Buyer or as necessary to accommodate the availability
of the Bankruptcy Court.

 

12.4 Assumed
Leases. The Buyer shall have the right by giving notice in
writing to ACY at any time from the Signing Date to the relevant
Delivery Date to modify the content of Schedule 4 in respect of an
Aircraft, without any corresponding reduction in the Purchase
Price.

 

12.5 Plan
Participation. Provided that any chapter 11 plan proposed in
the Bankruptcy Case is not inconsistent with this Agreement and the
transactions contemplated hereby, (an “Approved Plan”), the Buyer agrees
not to participate in such chapter 11 plan process in the
Bankruptcy Case, including, but not limited to, the right to vote
or receive any recovery under any such Approved Plan proposed or
confirmed in the Bankruptcy Case. Nothing set forth in this Section
12.5 is intended to, or does, affect, modify or impair (a)
ACY’s obligations hereunder or the Buyer’s rights to
seek to enforce such obligation, or (b) ACY’s rights to
propose and seek confirmation of an Approved Plan prior to the
Effective Date.

 

Section
13. Miscellaneous.

 

13.1 Notices.
Every notice, request, demand or other communication (collectively,
a “Notice”)
under this Agreement shall:

 

(a) be in writing
delivered personally or by prepaid courier or other similar
services or by electronic mail and in the case of a Notice sent by
e-mail, shall be accompanied by a copy sent by prepaid air mail
letter;

 

(b) be deemed to have
been received, in the case of an e-mail upon the earlier of
(i) confirmation of receipt of such e-mail by the addressee;
or (ii) on the fifth day after sending, provided the sender
thereof has not received actual notice of failed delivery, and, in
the case of a Notice delivered personally or by courier service,
when delivered (provided that if delivery is tendered but refused,
such Notice shall be deemed effective upon such tender); and be
sent to:

 

(i) to the Buyer at the
following address:

 


Drake
Asset Management Jersey Limited

    
           
           
           
           
      IFC5, St Helier

    
           
           
           
           
      Jersey JE1 1ST

    
           
           
           
           
      Attn: The Directors

    
           
           
           
           
      Email: XXXXXX

 


With a
copy (that shall not constitute notice) to:

 


Falko
Regional Aircraft Limited


    
           
           
           
           
       1 Bishop Square


   
           
           
           
           
         St. Albans Rd.
West


   
           
           
           
           
         Hatfield AL10
9NE


   
           
           
           
           
        Attn: Sarah
Dichlian


   
           
           
           
           
        Email:
XXXXXX


 

(ii) to
ACY at the following address:

 


1440
Chapin Avenue, Suite 310

   
           
           
           
           
        Burlingame,
CA94010-4011

   
           
           
           
           
        Attn: Harold M. Lyons /
Christopher B Tigno
    
           
           
           
           
        Email:  XXXXXX


 


With a
copy (that shall not constitute notice) to:


 


Lorenzo
Marinuzzi, Esquire


Morrison &
Foerster LLP


250
West 55th Street


New
York, New York 10019


Email: 
XXXXXX 


 


and


 


Craig
Grear, Esquire


Joseph
Barry, Esquire


Young
Conaway Stargatt & Taylor, LLP


Rodney
Square


1000
North King Street


Wilmington,
Delaware 19801


Email: 
XXXXXX







or to
such other address as is notified by one party to the other party
under this Agreement.

 

13.2 Assignment.
This Agreement may not be assigned by any party without the prior
written consent of the other parties hereto. Any consent by ACY
shall be conditioned upon, among other things, the Buyer providing
to ACY satisfactory “Know Your Customer” due diligence
reasonably requested by ACY in respect of any proposed assignee or
nominee of the Buyer.

 

13.3 Headings.
All headings in this Agreement are for convenience only, and are
not a substantive part of this Agreement.

 

13.4 Survival
of Representations, Warranties and Indemnities. Each of the
representations, warranties and indemnities of the parties shall
expire on the earliest to occur of (a) each Delivery Date with
respect to any Equipment and related Assumed Leases subject to such
Delivery on such Delivery Date, and (b) the Effective Date, in each
case to the extent not previously expired.

 

13.5 Each
of the representations, warranties and indemnities of the parties
shall survive the execution and delivery of this Agreement and the
Delivery of the Equipment.


 

13.6 Governing
Law; Forum.  THIS
AGREEMENT, AND ANY NON-CONTRACTUAL RIGHTS OR CLAIMS ARISING FROM OR
RELATED TO IT, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK, U.S.A., APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE
WITHOUT REGARD FOR CONFLICT OF LAW PRINCIPLES (OTHER THAN THE
PROVISIONS OF SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS
LAW OF THE STATE OF NEW YORK).

 

(a) So long as the
Bankruptcy Case remains pending, the parties agree that the
Bankruptcy Court shall have exclusive jurisdiction to settle any
disputes in connection with this Agreement, the Sale Order and the
other documents related hereto and submit to the jurisdiction of
such courts in connection with this Agreement, the Sale Order and
the other documents related hereto. From and after the entry of a
final decree in the Bankruptcy Case, the parties agree that the
federal and state courts located in New York, New York (in the
Borough of Manhattan) are to have non-exclusive jurisdiction to
settle any disputes in connection with this Agreement and the other
documents related hereto and submit to the jurisdiction of such
courts in connection with this Agreement and the other documents
related hereto.

 

(b) Each party
hereto:

 

(i) waives objection to
such courts on grounds of inconvenient forum, venue or otherwise as
regards proceedings in connection with this Agreement and other
documents related hereto;

 

(ii) agrees
that (subject to permitted appeals) a judgment or order of such a
court in connection with this Agreement or the other documents
related hereto is conclusive and binding on it and may be enforced
against them in the courts of any other jurisdiction;
and

 

(iii) IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTION
CONTEMPLATED HEREBY.

 

(c) Except as set forth
in Section 13.5(b), nothing in this Section 13.5 limits the
right of either party to bring proceedings in connection with this
Agreement or any other document related hereto:

 

(i) in any other court
of competent jurisdiction; or

 

(ii) concurrently
in more than one jurisdiction.

 

13.7 Entire
Agreement; Amendment; No Course of Dealing. This Agreement
together with the Operative Documents along with all exhibits and
schedules attached hereto, shall constitute the entire agreement
between the parties with respect to the transactions contemplated
herein, supersede any prior or contemporaneous agreements, whether
oral or in writing, between the parties, and this Agreement shall
not in any manner be supplemented, amended or modified except by a
writing executed on behalf of the parties by their authorized
representatives. No party shall construe this Agreement, and
nothing contained in this Agreement shall be construed, as creating
any course of dealing or conduct between the parties.

 

13.8 Waivers.
The waiver of performance of any term of this Agreement in a
particular instance shall not constitute a waiver of any subsequent
breach or preclude any party from thereafter demanding performance
thereof according to the provisions hereof.

 

13.9 Unenforceability.
Any provision of this Agreement that is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the
validity or enforceability of such provisions in any other
jurisdiction.

 

13.10 Counterparts.
This Agreement may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original, but both
of which together will constitute one and the same agreement, and
which shall be sufficiently evidenced by any one of such original
counterparts. This Agreement may be executed and delivered by means
of a facsimile machine or by .pdf, .tif, .gif, .jpeg, or similar
attachment to electronic mail (any such delivery, an
“Electronic
Delivery”), each of which shall be deemed an original
and shall be treated in all manner and respects as an original
executed counterpart and shall be considered to have the same
binding legal effect as if it were the original signed version
thereof delivered in person. At the request of any party, the other
party shall re-execute the original form of this Agreement and
deliver such form to the requesting party. No party shall raise the
use of Electronic Delivery to deliver a signature or the fact that
any signature or agreement or instrument was transmitted or
communicated through the use of Electronic Delivery as a defense to
the formation of a contract, and each party unconditionally,
absolutely and irrevocably forever waives any such
defense.

 

13.11 Export
Law. Buyer understands that the subject matter of this sale,
including the Aircraft and all other things associated with it
including, but not limited to, spare parts, training, technical
data, warranty protection and services, is subject to US export
laws and regulations, including but not limited to the Export
Administration Act of 1979, as amended and the Export
Administration Regulations promulgated thereunder and the Office of
Foreign Asset Control Regulations. These laws and regulations
impose restrictions on the export and re-export of the Aircraft,
including Buyer’s re-export by resale, lease, sublease or
otherwise, to countries that are prohibited due to embargo,
anti-terrorism or any other reason.

 

13.12 No
Third-Party Beneficiaries. No third party is intended to
benefit from, nor may any third party seek to enforce any of the
provisions of, this Agreement.

 

13.13 Further
Assurances. Each party shall, at the request and cost of the
other, do and perform such further acts and execute and deliver,
such further documents which are reasonably necessary or desirable
to effect and perfect the transfer of all right, title and interest
in and to the Equipment to the Buyer and to give full effect to the
intent and purpose of this Agreement.

 

13.14 Attorneys’
Fees. For the avoidance of doubt, the Buyer shall be
responsible for any and all fees, costs and expenses incurred by
the Buyer, including any legal fees and costs, in any capacity
(including that as lender to ACY) and no such fees shall be payable
by ACY except that any fees, costs or expenses suffered or incurred
by the Buyer as a Lender under and as defined in the Loan Agreement
or by the Agent thereunder shall accrue as a liability of ACY and
be included in the Secured Obligations.

 

13.15 Time
of the Essence. Unless specifically stated to the contrary
herein, time shall be of the essence for all events contemplated
hereunder. The Parties intend that the time period between entry of
the Sale Order and Effective Date be as truncated as possible under
all relevant and applicable circumstances and agree to use
commercially reasonable efforts to ensure that, as promptly as
possible, the satisfaction of all conditions set forth in Sections
6, 7, and 8 occur with all due haste, without delay and as promptly
as is commercially reasonable.

 

13.16 Construction
of Terms. This Agreement has been drafted jointly by the
parties in full consultation with their respective attorneys, and
no ambiguity in this Agreement shall be interpreted or construed
against any of the parties.

 


 


[Signature
page follows]


 




	

Asset
Purchase Agreement

	
 

	
 







VP/#41595814.13








 






 


IN WITNESS WHEREOF, the parties have
caused this Agreement to be executed by their duly authorized
officers or representatives as of the date first above
written.

 


	


AEROCENTURY CORP.,


as
Seller


 


By: 




Name:
Harold M. Lyons  


Title:
Chief Financial Officer

	

DRAKE ASSET MANAGEMENT JERSEY
LIMITED, as
Buyer


 


By:                                                                


Name: 


Title:









[SIGNATURE
PAGE TO ASSET PURCHASE AGREEMENT]


	

Asset
Purchase Agreement

	
 

	
 







VP/#41595814.13








 







SCHEDULE 1

 


 

 


Original
Financing Statements

 


 

 


 

 


 


	


FILING NO.


 

	


FILING DATE


 

	


DEBTOR


 

	


SECURED PARTY


 

	


FILING OFFICE


 


	

20101347966*

	

April
19, 2010

	

AeroCentury
Corp.

	

MUFG
Union Bank, N.A., as Agent

	

Secretary
of State, Delaware


	

20101347990*

	

April
19, 2010

	

AeroCentury
Corp.

	

MUFG
Union Bank, N.A., as Agent

	

Secretary
of State, Delaware


	

20191177265

	

February
19, 2019

	

AeroCentury
Corp.

	

MUFG
Union Bank, N.A., in its capacity as Agent

	

Secretary
of State, Delaware


	

18-7673460315

	

October
2, 2018

	

JetFleet
Holding Corp.

	

MUFG
Union Bank, N.A., in its capacity as administrative
agent

	

Secretary
of State, California


	

19-7698077307

	

February
19, 2019

	

JetFleet
Management Corp.

	

MUFG
Union Bank, N.A., in its capacity as administrative
agent

	

Secretary
of State, California







 


 

 


 




	
 

	

SCHEDULE 1



Page 1

	
 







VP/#41595814.13








 







SCHEDULE 2

 



Part 1 - Aircraft

 


 


	
 

	


Manufacturer


 

	


Serial Number


 

	


Model


 

	


Engine #1


 

	


Engine #2


 

	


Lessee


 

	


Delivery Location


 


	
 

	

Bombardier


 

	

15128


 

	

CRJ900


 

	

194583


 

	

194582


 

	

Off-Lease


 

	

ESN
194582: Berlin Germany


Remainder
of Aircraft: Maastricht, Netherlands


 


	
 

	

Bombardier

	

15207


 

	

CRJ900


 

	

194771


 

	

194788


 

	

Off-Lease


 

	

Maastricht
Netherlands


 


	
 

	

Bombardier

	

15215


 

	

CRJ900


 

	

194785


 

	

194770


 

	

Off-Lease


 

	

Maastricht
Netherlands


 


	
 

	

Bombardier

	

10165


 

	

CRJ700


 

	

965565


 

	

965566


 

	

American
Airlines


 

	

Habitual
Home Base of Aircraft


 


	
 

	

Bombardier

	

10171


 

	

CRJ700


 

	

965579


 

	

965580


 

	

American
Airlines


 

	

Habitual
Home Base of Aircraft


 


	
 

	

Bombardier

	

10178


 

	

CRJ700


 

	

965568


 

	

965575


 

	

American
Airlines


 

	

Habitual
Home Base of Aircraft


 


	
 

	

Bombardier

	

4205


 

	

Q400


 

	

FA0461


 

	

FA0462


 

	

Croatia
Airlines


 

	

Zagreb,
Croatia


 


	
 

	

Bombardier

	

4211


 

	

Q400


 

	

FA0471


 

	

FA0473


 

	

Croatia
Airlines


 

	

Zagreb,
Croatia


 


	
 

	

Bombardier

	

15055


 

	

CRJ900


 

	

194345


 

	

194346


 

	

Jazz


 

	

Habitual
Home Base of Aircraft


 


	
 

	

Bombardier

	

238


 

	

Q300


 

	

AE0160


 

	

AE0164


 

	

Off-Lease


 

	

Maastricht,
Netherlands


 







 

 


 




	
 

	

SCHEDULE 2



Page 3

	
 







VP/#41595814.13








 






 



Part 2 – Excluded Equipment

 


 


	
 

	


Manufacturer

	


Serial Number


 

	


Model


 

	


Engine #1


 

	


Engine #2


 

	


Lessee


 


	
1. 

 


 

	

Bombardier

	

406


 

	

DHC
8-300


 

	

123161


 

	

AE0065


 

	

Silverstone


 


	
2. 

 


 

	

Bombardier

	

407


 

	

DHC
8-300


 

	

123330


 

	

AE0165


 

	

Skyward


 


	
3. 

 


 

	

Saab

	

453


 

	

Saab
340B Plus


 

	
 

	
 

	

Off-lease


 


	
4. 

 


 

	

Bombardier

	

4020


 

	

Q400


 

	
 

	
 

	

Off-lease


 


	
5. 

 


 

	

Pratt
& Whitney

	

FA0137


 

	

PW150A


 

	
 

	
 

	

Off-lease


 







 




	
 

	

SCHEDULE 2



Page 3

	
 







VP/#41595814.13








 






 



Part 3 – Secured Obligations

 


 


	
 

	


Manufacturer

	


Serial Number


 

	


Allocated Secured Obligations (US$)


 


	
6. 

 


 

	

Bombardier

	

15128


 

	

$
3,659,220.80


 


	
7. 

 


 

	

Bombardier

	

15207


 

	

$
8,316,410.90


 


	
8. 

 


 

	

Bombardier

	

15215


 

	


$  8,482,739.12


	
9. 

 


 

	

Bombardier

	

10165


 

	


$  8,233,246.79


	
10. 

 


 

	

Bombardier

	

10171


 

	


$  8,233,246.79


	
11. 

 


 

	

Bombardier

	

10178


 

	


$  8,233,246.79


	
12. 

 


 

	

Bombardier

	

4205


 

	

$
9,231,216.10


 


	
13. 

 


 

	

Bombardier

	

4211


 

	

$
9,231,216.10


 


	
14. 

 


 

	

Bombardier

	

15055


 

	

$17,630,791.11


 


	
15. 

 


 

	

Bombardier

	

238


 

	

$
1,912,774.51


 







 




	
 

	

SCHEDULE 2



Page 3

	
 







VP/#41595814.13








 







SCHEDULE 3

 



Equipment Specific Documents

 


	

Part 1 – MSN 4205 / 4211 - Croatia


	
 

	


Document


 

	


Parties


 

	


Responsibility


 


	
1 

 


 

	

Novation
Agreement (English law lease)


 

	

Lessor,
Buyer, DJL9, Lessee


 

	

Vedder
Price (VP)


 


	
 

	

Effective
Time Notice


 

	

Lessor,
Buyer, DJL9, Lessee


 

	

VP


 


	
 

	

DPOA


 

	

Lessee
(in favour of Lessor)


 

	

tbd


 


	
 

	

Revocation
Letter (in respect of existing DPOA)


 

	

Lessee


 

	

tbd


 


	
 

	

Corporate
authorisations:


 


	
 

	

Officer's
Certificate of Lessee – constitutional documents, board
resolutions, delegated authority / power of attorney


Officer's
Certificate of Buyer – constitutional documents, board
resolutions, delegated authority / power of attorney


Officer's
Certificate of DJL9 – constitutional documents, board
resolutions, delegated authority / power of attorney


Officer's
Certificate of Lessor – constitutional documents, board
resolutions, delegated authority / power of attorney


 

	

Lessee


 

 


VP


 

 


 

 


VP


 

 


Lessor


 


	
 

	

KYC and
tangible net worth documents – no TNW test


 

	

DJL9


 

	

DJL9


 


	
 

	

Certificate
of Insurance and Reinsurance


 

	
 

	

Lessee


 


	
 

	

Letter
of Undertaking issued by the insurance and reinsurance
broker


 

	
 

	

Lessee


 


	
 

	

Run Off
Insurance and Reinsurance Certificate


 

	
 

	

Lessee


 


	
 

	

Certificate
of Registration (if relevant) reflecting DJL9 as new
owner


 

	
 

	

Lessee


 


	
 

	

Current
Certificate of Airworthiness


 

	
 

	

Lessee


 


	
 

	

Decision
on Registration of New Owner issued by the Croatian Aircraft
Registry


 

	
 

	

Lessee


 


	
 

	

Decision
on Approval of Novated Lease issued by the Croatian Civil Aviation
Authority


 

	
 

	

Lessee


 


	
 

	

Aircraft
Repossession Agreement with Direct Enforceability


 

	

Lessor,
Lessee


 

	

Lessee


 


	
 

	

Legal
opinion:


Croatia
legal opinion in respect of Lessee and aircraft registration and
relevant local law matters


California legal
opinion in respect of Lessor


English
law legal opinion in respect of any documents governed by English
law


Irish
legal opinion in respect of DJL9


Jersey
legal opinion in respect of Buyer


 

	

 

 


Kovacevic
Prpic Simeunovic


 

 


Morrison
Foerster


VP


 

 


tbd


tbd


 


	
 

	

ATC
Letter


 

	

Lessee
(to Lessor)


 

	

VP


 


	
 

	

Process
Agent Letters (England)


 

	

DJL9,
Lessee


 

	

VP/Lessee


 


	
 

	

Evidence
of nameplate installation / updated


 

	

N/A


 

	

Lessee


 


	


Part 2 – MSN 10165 / 10171 / 10178 – American
Airlines


 


	
 

	


Document


 

	


Parties


 

	


Responsibility


 


	
2 

 


 

	

Assignment
and Assumption Agreement (New York law lease)


 

	

Lessor,
Owner Trustee, Lessee


 

	

VP /
FAA Counsel


 


	
 

	

Effective
Time Notice


 

	

Lessor,
Owner Trustee, Lessee


 

	

VP


 


	
 

	

Trust
Agreement

 ACC
approval needed to form of trust agreement (10 Business Days’
notice)

 

 Trust
Agreement to be filed at FAA

 

 Affidavit
of citizenship from Owner Trustee; to be submitted for approval
with the Trust Agreement and filed at the FAA

 


 

	

Owner
Trustee, Buyer


 

	

VP /
FAA Counsel


 


	
 

	

Beneficial
Interest Transfer – filed at the FAA


 

	

Owner
Trustee, Buyer, DJL9


 

	

VP /
FAA Counsel


 


	
 

	

FAA
Bill of Sale / FAA Registration Application – filed at the
FAA reflecting Owner Trustee as new owner (with Registration
Certificate to follow post-closing)


 

	
 

	

VP /
FAA Counsel


 


	
 

	

Residual
AgreementAssignment and Assumption Agreement (MSN
10165)


 

	

Bombardier
Inc.


Seller,
Buyer, DJL9


 

	

[VP]


 


	
 

	

Residual
AgreementAssignment and Assumption Agreement (MSN
10171)


 

	

Bombardier
Inc.


Seller,
Buyer, DJL9


 

	

[VP]


 


	
 

	

Residual
AgreementAssignment and Assumption Agreement (MSN
10178)


 

	

Bombardier
Inc.


Seller,
Buyer, DJL9


 

	

[VP]


 


	
 

	

Deficiency
AgreementAssignment and Assumption Agreement (MSN
10165)


 

	

Bombardier
Inc.


Seller,
Buyer, DJL9


 

	

[VP]


 


	
 

	

Deficiency
AgreementAssignment and Assumption Agreement (MSN
10171)


 

	

Bombardier
Inc.


Seller,
Buyer, DJL9


 

	

[VP]


 


	
 

	

Deficiency
AgreementAssignment and Assumption Agreement (MSN
10178)


 

	

Bombardier
Inc.


Seller,
Buyer, DJL9


 

	

[VP]


 


	
 

	

Corporate
authorisations:


 


	
 

	

Officer's
Certificate of Lessee – incumbency certificate / corporate
authorisation / POA


Officer's
Certificate of Buyer – incumbency certificate / corporate
authorisation / POA


Officer's
Certificate of Buyer – incumbency certificate / corporate
authorisation / POA


Officer's
Certificate of Lessor – incumbency certificate / corporate
authorisation / POA


 

	

Lessee


 

 


VP


 

 


 

 


VP


 

 


Morrison
Foerster


 


	
 

	

KYC and
tangible net worth documents ($30million)


 

	

DJL9


 

	

DJL9


 


	
 

	

Certificate
of Insurance


 

	
 

	

Lessee


 


	
 

	

Letter
of Undertaking issued by the insurance broker


 

	
 

	

Lessee


 


	
 

	

Run Off
Insurance Certificate (to be provided by Lessee if de minimis
costs)


 

	
 

	

Lessee


 


	
 

	

Priority
Search Certificate relating to:


MSN
10165, 10171, 10178


ESN
965565, 965579, 965568


ESN
965566, 965580, 965575


 

	

VP


 


	
 

	

Legal
opinion:


FAA
opinion


 

	

 

 


FAA
Counsel


 


	
 

	

Evidence
of nameplate installation / updated


 

	
 

	

Lessee


 


	
 

	

Assignment
of UCC-1 Lease Notice Filings


 

	
 

	

VP


 


	


Part 3 – MSN 15055 – Jazz


 


	
 

	


Document


 

	


Parties


 

	


Responsibility


 


	
3 

 


 

	

Assignment
and Assumption Agreement (Ontario law lease)


 

	

Lessor,
Buyer, DJL9, Lessee


 

	

VP


 


	
 

	

Effective
Time Notice


 

	

Lessor,
Buyer, DJL9, Lessee


 

	

VP


 


	
 

	

Short
Form Assignment and Assumption Agreement


 

	

Lessor,
Buyer, DJL9, Lessee


 

	

Blakes,
Cassels + Graydon LLP (Blakes) / VP


 


	
 

	

IDERA


 

	

Lessee
(in favour of Lessor)


 

	

Blakes
/ VP


 


	
 

	

Revocation
of existing IDERA in the form required by the Canadian Civil
Aviation Authority


 

	

Lessee


 

	

Blakes
/ VP


 


	
 

	

TCA
Notice


 

	

Lessee


 

	

Blakes
/ VP


 


	
 

	

Corporate
authorisations:


 


	
 

	

Officer's
Certificate of Lessee – constitutional documents, board
resolutions, delegated authority / power of attorney


Officer's
Certificate of Buyer – constitutional documents, board
resolutions, delegated authority / power of attorney


Officer's
Certificate of DJL9 – constitutional documents, board
resolutions, delegated authority / power of attorney


Officer's
Certificate of Lessor – constitutional documents, board
resolutions, delegated authority / power of attorney


 

	

Lessee


 

 


VP


 

 


 

 


VP


 

 


Morrison
Foerster


 


	
 

	

KYC and
tangible net worth documents $25million TNW test


 

	

DJL9


 

	

DJL9


 


	
 

	

Replacement
/ Transferred Letters of Credit


 

	

Lessee
(in favour of Lessor)


 

	

Lessee
/ DJL9


 


	
 

	

Certificate
of Insurance


 

	
 

	

Lessee


 


	
 

	

Letter
of Undertaking issued by the insurance broker


 

	
 

	

Lessee


 


	
 

	

Run Off
Insurance Certificate


 

	
 

	

Lessee


 


	
 

	

Priority
Search Certificate relating to:


MSN
15055


ESN
194345


ESN
194346


 

	

VP


 


	
 

	

Certificate
of Registration (if relevant) reflecting DJL9 as new
owner


 

	
 

	

Lessee


 


	
 

	

Current
Certificate of Airworthiness


 

	
 

	

Lessee


 


	
 

	

Delivery
Certificate (Aircraft Location)


 

	
 

	

Lessee


 


	
 

	

Legal
opinion:


[Ontario /
Canadian] legal opinion in respect of Lessee [and aircraft
registration and relevant local law matters]


California legal
opinion in respect of Lessor


Irish
legal opinion in respect of DJL9


Jersey
legal opinion in respect of Buyer


 

	

 

 


Blakes


 

 


Morrison
Foerstertbd


tbd


 


	
 

	

ATC
Letter


 

	

Lessee
to lessor


 

	

Blakes
/ VP


 


	
 

	

Process
Agent Letters


 

	

tbd


 

	
 


	
 

	

Evidence
of nameplate installation / updated


 

	

tbd


 

	

Lessee


 


	


Part 9 – MSN 238


 


	
 

	

An
agreement or other arrangement, satisfactory to the Buyer, has been
entered into in respect of storage of such item of Equipment upon
and from the proposed Delivery Date in respect
thereof.


 

	

N/A


 

	

N/A


 


	


Part 10 – MSN 15128


 


	
 

	

An
agreement or other arrangement, satisfactory to the Buyer, has been
entered into in respect of storage of such item of Equipment upon
and from the proposed Delivery Date in respect
thereof.


 

	

N/A


 

	

N/A


 


	


Part 11 – MSN 15207


 


	
 

	

An
agreement or other arrangement, satisfactory to the Buyer, has been
entered into in respect of storage of such item of Equipment upon
and from the proposed Delivery Date in respect
thereof.


 

	

N/A


 

	

N/A


 


	


Part 12 – MSN 15128


 


	
 

	

An
agreement or other arrangement, satisfactory to the Buyer, has been
entered into in respect of storage of such item of Equipment upon
and from the proposed Delivery Date in respect
thereof.


 

	

N/A


 

	

N/A


 









	
 

	

SCHEDULE 3



Page 1

	
 







VP/#41595814.13








 







SCHEDULE 4

 



Lease Documents

 


	


American Airlines


 


	


MSN 10165


 


	

Amended
and Restated Participation Agreement dated 23 September 2005
between AFS Investments 68 LLC and US Airways, Inc.


Amended
and Restated Lease Agreement dated 23 September 2005 between AFS
Investments 68 LLC and US Airways, Inc.


US
Airways Inc. Amended and Restated Standard Terms Manual –
Single Investor Lease dated 28 May 2004.


Amended
and Restated Tax Indemnity Agreement dated 23 September 2005
between AFS Investments 68 LLC and US Airways, Inc.


Amended
and Restated Guaranty dated 23 September 2005 between AFS
Investments 68 LLC and US Airways Group, Inc.


Amended
and Restated Lease Supplement No.1 dated 23 September 2005 between
AFS Investments 68 LLC and US Airways, Inc.


Assignment,
Assumption and Amendment Agreement dated 29 January 2014 between
AFS Investments 68 LLC, US Airways, Inc. and AeroCentury
Corp.


Assumption
Agreement dated 30 December 2015 between US Airways, Inc. and
AeroCentury Corp.


Residual
Agreement dated 23 September 2005 between AFS Investments 68 LLC
and Bombardier Inc.


Deficiency
Agreement dated 23 September 2005 between AFS Investments 68 LLC
and Bombardier Inc.


Assignment
of Residual and Deficiency Agreements dated 17 January 2014 between
AFS Investments 68 LLC and AeroCentury Corp.


Consent
Letter dated 17 January 2014 executed by Bombardier Inc. in favour
of AFS Investments 68 LLC and AeroCentury Corp.


Renewal
Agreement dated 25 January 2021 between AeroCentury Corp. and
American Airlines, Inc.


Amendment
to Amended and Restated Lease Agreement dated 25 January 2021
between AeroCentury Corp. and American Airlines, Inc.


Consent
and Amendment Letter dated 25 January 2021 between AeroCentury
Corp. and MHI RJ Aviation ULC.


 


	


American Airlines


 


	


MSN 10171


 


	

Amended
and Restated Participation Agreement dated 23 September 2005
between AFS Investments 68 LLC and US Airways, Inc.


Amended
and Restated Lease Agreement dated 23 September 2005 between AFS
Investments 68 LLC and US Airways, Inc.


US
Airways Inc. Amended and Restated Standard Terms Manual –
Single Investor Lease dated 28 May 2004.


Amended
and Restated Tax Indemnity Agreement dated 23 September 2005
between AFS Investments 68 LLC and US Airways, Inc.


Amended
and Restated Guaranty dated 23 September 2005 between AFS
Investments 68 LLC and US Airways Group, Inc.


Amended
and Restated Lease Supplement No.1 dated 23 September 2005 between
AFS Investments 68 LLC and US Airways, Inc.


Assignment,
Assumption and Amendment Agreement dated 29 January 2014 between
AFS Investments 68 LLC, US Airways, Inc. and AeroCentury
Corp.


Assumption
Agreement dated 30 December 2015 between US Airways, Inc. and
AeroCentury Corp.


Residual
Agreement dated 23 September 2005 between AFS Investments 68 LLC
and Bombardier Inc.


Deficiency
Agreement dated 23 September 2005 between AFS Investments 68 LLC
and Bombardier Inc.


Assignment
of Residual and Deficiency Agreements dated 17 January 2014 between
AFS Investments 68 LLC and AeroCentury Corp.


Consent
Letter dated 17 January 2014 executed by Bombardier Inc. in favour
of AFS Investments 68 LLC and AeroCentury Corp.


Renewal
Agreement dated 25 January 2021 between AeroCentury Corp. and
American Airlines, Inc.


Amendment
to Amended and Restated Lease Agreement dated 25 January 2021
between AeroCentury Corp. and American Airlines, Inc.


Consent
and Amendment Letter dated 25 January 2021 between AeroCentury
Corp. and MHI RJ Aviation ULC.


 


	


American Airlines


 


	


MSN 10178


 


	

Amended
and Restated Participation Agreement dated 23 September 2005
between AFS Investments 68 LLC and US Airways, Inc.


Amended
and Restated Lease Agreement dated 23 September 2005 between AFS
Investments 68 LLC and US Airways, Inc.


US
Airways Inc. Amended and Restated Standard Terms Manual –
Single Investor Lease dated 28 May 2004.


Amended
and Restated Tax Indemnity Agreement dated 23 September 2005
between AFS Investments 68 LLC and US Airways, Inc.


Amended
and Restated Guaranty dated 23 September 2005 between AFS
Investments 68 LLC and US Airways Group, Inc.


Amended
and Restated Lease Supplement No.1 dated 23 September 2005 between
AFS Investments 68 LLC and US Airways, Inc.


Assignment,
Assumption and Amendment Agreement dated 29 January 2014 between
AFS Investments 68 LLC, US Airways, Inc. and AeroCentury
Corp.


Assumption
Agreement dated 30 December 2015 between US Airways, Inc. and
AeroCentury Corp.


Residual
Agreement dated 23 September 2005 between AFS Investments 68 LLC
and Bombardier Inc.


Deficiency
Agreement dated 23 September 2005 between AFS Investments 68 LLC
and Bombardier Inc.


Assignment
of Residual and Deficiency Agreements dated 17 January 2014 between
AFS Investments 68 LLC and AeroCentury Corp.


Consent
Letter dated 17 January 2014 executed by Bombardier Inc. in favour
of AFS Investments 68 LLC and AeroCentury Corp.


Renewal
Agreement dated 25 January 2021 between AeroCentury Corp. and
American Airlines, Inc.


Amendment
to Amended and Restated Lease Agreement dated 25 January 2021
between AeroCentury Corp. and American Airlines, Inc.


Consent
and Amendment Letter dated 25 January 2021 between AeroCentury
Corp. and MHI RJ Aviation ULC.


 


	


Jazz Aviation


 


	


MSN 15055


 


	

Aircraft
Lease Agreement dated 14 November 2007 between Al Waha (Cayman 1)
Lease Limited and Jazz Aviation, LP.


Aircraft
Lease Novation and Amendment Agreement dated 26 October 2010
between Al Waha (Cayman 1) Lease Limited, as existing lessor, Jazz
Aviation, LP. and Wells Fargo Bank Northwest, N.A., as new
lessor.


Aircraft
Lease Novation and Amendment Agreement dated 1 November 2013
between Wells Fargo Bank Northwest, N.A. as existing lessor, Lessee
and AeroCentury Corp., as new lessor.


 


	


Croatia Airlines


 


	


MSN 4211


 


	

Aircraft
Lease Agreement dated 30 May 2007 between GOAL
Verwaltungsgesellschaft mbH & Co. Projekt Nr. 28 KG and Croatia
Airlines D.D.


Amendment
Agreement dated 17 September 2007 (containing the form of Amended
and Restated Aircraft Lease Agreement) between GOAL
Verwaltungsgesellschaft mbH & Co. Projekt Nr. 28 KG and Croatia
Airlines D.D.


Lease
Replacement Schedule Letter Agreement dated 24 July 2008 between
GOAL Verwaltungsgesellschaft mbH & Co. Projekt Nr. 28 KG and
Croatia Airlines D.D.


Certificate
of Acceptance dated 25 July 2008 executed by Croatia Airlines
D.D.


Third
Amendment Agreement to a Lease Agreement (containing the form of
Amended and Restated Aircraft Lease Agreement (the Amended and
Restated Lease Agreement)) dated 13 December 2010 between GOAL
Verwaltungsgesellschaft mbH & Co. Projekt Nr. 28 KG and Croatia
Airlines D.D.


Lease
Amendment Letter Agreement No.4 dated 15 November 2011 between GOAL
Verwaltungsgesellschaft mbH & Co. Projekt Nr. 28 KG and Croatia
Airlines D.D.


Fifth
Lease Amendment and Supplement Agreement dated 27 October 2017
between GOAL Verwaltungsgesellschaft mbH & Co. Projekt Nr. 28
KG and Croatia Airlines D.D.


Exchange
Rate Notice Letter dated 3 November 2017 from GOAL
Verwaltungsgesellschaft mbH & Co. Projekt Nr. 28 KG and
acknowledged and agreed by Croatia Airlines D.D.


Aircraft
Lease Novation and Amendment Agreement dated 14 May 2018 between
GOAL Verwaltungsgesellschaft mbH & Co. Projekt Nr. 28 KG,
AeroCentury Corp. and Croatia Airlines D.D.


Lease
Amendment (SN 4205 and 4211) dated 15 May 2020 between AeroCentury
Corp. and Croatia Airlines D.D.


Lease
Amendment (SN 4205 and SN 4211) dated December 9, 2020 between
AeroCentury Corp. and Croatia Airlines D.D.


 


	


Croatia Airlines


 


	


MSN 4205


 


	

Aircraft
Lease Agreement dated 30 May 2007 between GOAL
Verwaltungsgesellschaft mbH & Co. Projekt Nr. 27 KG and Croatia
Airlines D.D.


Amendment
Agreement dated 17 September 2007 between GOAL
Verwaltungsgesellschaft mbH & Co. Projekt Nr. 27 KG and Croatia
Airlines D.D.


Lease
Replacement Schedule Letter Agreement dated 15 May 2008 between
GOAL Verwaltungsgesellschaft mbH & Co. Projekt Nr. 27 KG and
Croatia Airlines D.D.


Certificate
of Acceptance dated 16 May 2008 executed by Croatia Airlines
D.D.


Third
Amendment Agreement to a Lease Agreement (containing the form of
Amended and Restated Aircraft Lease Agreement (the Amended and
Restated Lease Agreement)) dated 13 December 2010 between GOAL
Verwaltungsgesellschaft mbH & Co. Projekt Nr. 27 KG and Croatia
Airlines D.D.


Lease
Amendment Letter Agreement No.4 dated 15 November 2011 between GOAL
Verwaltungsgesellschaft mbH & Co. Projekt Nr. 27 KG and Croatia
Airlines D.D.


Fifth
Lease Amendment and Supplement Agreement dated 27 October 2017
between GOAL Verwaltungsgesellschaft mbH & Co. Projekt Nr. 27
KG and Croatia Airlines D.D.


Exchange
Rate Notice Letter dated 3 November 2017 from between GOAL
Verwaltungsgesellschaft mbH & Co. Projekt Nr. 27 KG and
acknowledgd and agreed by and Croatia Airlines D.D.


Aircraft
Lease Novation and Amendment Agreement dated 14 May 2018 between
GOAL Verwaltungsgesellschaft mbH & Co. Projekt Nr. 27 KG,
AeroCentury Corp. and Croatia Airlines D.D.


Lease
Amendment (SN 4205 and 4211) dated 15 May 2020 between AeroCentury
Corp. and Croatia Airlines D.D.


Lease
Amendment (SN 4205 and SN 4211) dated December 9, 2020 between
AeroCentury Corp. and Croatia Airlines D.D.


 







 




	
 

	

SCHEDULE 4



Page 1

	
 







VP/#41595814.13








 






 



EXHIBIT A

 



Form of Warranty Bill of Sale

 



WARRANTY BILL OF SALE

 


(MSN
[_____])

 


WARRANTY BILL OF
SALE (MSN ___), dated as of [_______] __, 2021, by:

 


AEROCENTURY CORP. a Delaware
corporation, as Seller (the “Seller”);

 


-to-

 


DRAKE ASSET MANAGEMENT JERSEY LIMITED,
as Buyer, (the “Buyer”).

 


Defined
terms used herein have the meaning given in the Asset Purchase
Agreement.

 


Pursuant to an
Asset Purchase Agreement dated as of [______________, 2021] (the
“Asset Purchase
Agreement”) and in consideration of the Purchase Price
paid thereunder and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Seller
hereby GRANTS, BARGAINS, TRANSFERS, ASSIGNS, SETS OVER, CONVEYS AND
DELIVERS UNTO Buyer full legal title in and to one (1)
[____________] aircraft bearing manufacturer’s serial number
[___], together with two (2) [___________] engines bearing
manufacturer’s serial numbers [_______] and [______] as more
particularly described in the Asset Purchase Agreement (the
“Aircraft”).

 


Seller
hereby warrants to Buyer (and Buyer’s successors and assigns)
that Seller conveys to Buyer full good and marketable legal and
beneficial title to the Aircraft, free and clear of any and all
Encumbrances (as defined in the Asset Purchase Agreement) other
than any Permitted Liens in respect of the Aircraft and that Seller
shall warrant and defend such title against any claims and demands
whatsoever; provided, that the Aircraft is otherwise conveyed
“AS IS,” “WHERE
IS” AND WITH ALL FAULTS AND (EXCEPT AS PREVIOUSLY PROVIDED IN
THIS PARAGRAPH OR IN THE ASSET PURCHASE AGREEMENT) WITHOUT
REPRESENTATION OR WARRANTY OF ANY TYPE OR KIND, EXPRESS OR IMPLIED,
WITH RESPECT THERETO (INCLUDING, WITHOUT LIMITATION, AS TO
CONDITION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE) and is subject to each and every disclaimer
contained in the Asset Purchase Agreement.

 


THIS
WARRANTY BILL OF SALE, AND ALL NON-CONTRACTUAL CLAIMS ARISING FROM
OR CONNECTED TO IT, ARE GOVERNED BY AND SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK, U.S.A., APPLICABLE TO CONTRACTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE WITHOUT REGARD FOR CONFLICT OF
LAW PRINCIPLES (OTHER THAN THE PROVISIONS OF SECTION 5-1401 AND
SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK).

 


IN
WITNESS WHEREOF, Seller has caused this Warranty Bill of Sale to be
duly executed and delivered the day and year first written
above.

 

 


AEROCENTURY CORP., as
Seller

 

 



By:                                                                                 





 


   
           
           
           
           
             
Name:

 


   
           
           
           
           
            
 Title:

 


 


 


 


 


 


 




	
 

	

EXHIBIT A



Page 1

	
 







 


 


 


 


 


 


 


VP/#41595814.13