falko_acyllcmembershipint






Execution Version







MEMBERSHIP INTEREST PURCHASE AGREEMENT

 


THIS
MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated March 16, 2021 (this
“Agreement”), is made by
and among AeroCentury Corp., a Delaware corporation
(“Seller”) and Drake Jet
Leasing 10 LLC, a Delaware limited liability company
(“Purchaser”).

 



W I T N E S S E T H:

 


WHEREAS, Seller
owns, beneficially and of record, as the “sole member,”
100% of the limited liability company membership interest (the
“LLC
Interest”) of ACY E-175 LLC, a Delaware limited
liability company (the “Company”);

 


WHEREAS, Purchaser
submitted an offer on 13 January 2021 to purchase from Seller, and
Seller has accepted the offer and has agreed to sell to Purchaser,
100% of the limited liability company membership interest of
Company the LLC Interest as evidenced by the Certificate No. 1
dated December 11, 2018 (the “Membership Certificate”)
on the terms and subject to the conditions set forth
herein;

 


WHEREAS, certain
capitalized terms used in this Agreement but not otherwise defined
in this Agreement are set out in Schedule
A;

 


NOW,
THEREFORE, in consideration of the foregoing and of the
representations, warranties, covenants and agreements contained
herein, and for other good and valuable consideration the receipt
and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:

 



ARTICLE 1

 


PURCHASE
AND SALE OF LLC INTEREST

 

1.1. Purchase
and Sale of the LLC Interest. Upon the terms and subject to the conditions set
forth in this Agreement, at Closing Purchaser shall purchase from
Seller and Seller shall sell, convey, transfer, assign and deliver
to Purchaser, the LLC Interest free and clear of all Liens, other
than transfer restrictions imposed by national, federal or state
securities Laws, for an aggregate purchase price of Twenty Six
Million Five Hundred Thousand United States Dollars ($26,500,000)
(the “Purchase
Price”).

 

1.2. Purchase
Price and Payment.

 

(a) The Purchase Price
shall be payable:

 

(i) as to an amount of
thirteen million one hundred and eleven thousand seven hundred and
forty five United States Dollars and
forty three cents ($13,111,745.43) (the "Specified
Amount") in cash by
wire transfer of immediately available funds to the Specified
Account;

 

(ii) by
the Purchaser's assumption of all of the Seller's obligations under
the Existing Credit Agreement (the "Assumed
Obligations") pursuant to the
Credit Agreement Transfer Agreement, constituting an outstanding
aggregate amount of principal of thirteen million three hundred and
eighty eight thousand two hundred and fifty four United
States Dollars and fifty seven cents ($13,388,254.57) (the
"Assumed
Amount").

 

(b) Each of the Seller
and the Purchaser hereby agrees that:

 

(i) the sum of the
Specified Amount and the Assumed Amount equals the Purchase
Price;

 

(ii) the
Assumed Amount shall be netted from the Purchaser's obligation to
pay the corresponding amount of the Purchase Price in consideration
for the Purchaser's assumption of the Assumed Obligations;
and

 

(iii) the
Purchaser's (x) payment of the Specified Amount (pursuant to
Article 1.2(a)(i)) and (y) assumption of the Assumed Obligations
(pursuant to Article 1.2(a)(ii)) shall irrevocably and
unconditionally be deemed to constitute payment of the Purchase
Price in full.

 

(c) For the avoidance
of doubt, payment of the Specified Amount into the Specified
Account and the use and application thereof is subject in all
respects to the Proceeds Side Letter.

 

1.3. The
Closing. Subject to the
satisfaction or waiver of all the conditions to closing set forth
in Article 5 and the remaining provisions of this Article 1.3, the
closing of the purchase and sale of the LLC Interest (the
“Closing”)
shall take place by conference call and exchange of signature pages
by email, (a) effective at 12:00 noon Pacific Time on the Business
Day following the satisfaction or waiver of the conditions set
forth in Article 5 herein (other than those conditions that by
their terms or nature are to be satisfied by actions to be taken at
the Closing; provided, that such conditions are satisfied at the
Closing or waived by the party having the benefit of such
conditions), but in no event later than 12:00 noon Pacific Time on
March 5, 2021; or (b) at such other time and place as may be
mutually agreed upon by the parties hereto. The date on which the
Closing occurs is referred to herein as the
“Closing
Date".

 

1.4. Deliveries
at the Closing. The purchase
and sale of the LLC Interest and the payment of the Purchase Price
pursuant to the terms of this Agreement shall take place at the
Closing and, simultaneously, the other transactions contemplated by
this Agreement shall take place by the delivery of all of the
closing documents set forth in Article 5.

 

1.5. Tail
Insurance. Purchaser shall, or shall cause, Seller
Additional Insureds to be named as additional insureds on any
aviation liability insurance policy with respect to the Aircraft
maintained pursuant to the Lease or any replacement lease until the
date that is the earlier to occur of (a) two years after the
Closing Date and (b) the next "major check" of the
Airframe.

 


ARTICLE
2

 


 

 



REPRESENTATIONS AND WARRANTIES OF

 



SELLER

 


As an inducement to Purchaser to enter into this
Agreement, Seller hereby represents and warrants to
Purchaser as at the date hereof and on the Closing Date (in each
case by reference to facts and circumstances then existing) as
follows:

 

2.1. Organization.
Seller is a corporation duly
organized, validly existing and in good standing under the laws of
the State of Delaware, and has all requisite corporate power,
capacity and authority, and the full legal capacity, to own, lease
and operate its assets and properties and to conduct its business
as currently being conducted. The Company is a limited liability
company duly formed, validly existing and in good standing under
the laws of the State of Delaware, and the Company is qualified or
licensed to do business as a foreign company and is in good
standing in all jurisdictions in which the ownership of the
Company’s properties or the conduct of the Company’s
business requires the Company to be so qualified or licensed,
except where the failure to be so qualified or licensed has not
been and would not reasonably be expected to be, individually or in
the aggregate together with all such other failures, materially
adverse to the Company.

 

2.2. Authorization,
Validity and Enforceability. Seller has the full corporate
power and authority to enter into, deliver and perform its
obligations under this Agreement and the other Transaction
Documents (defined below). The execution, delivery and performance
by Seller of this Agreement and the other Transaction Documents and
the consummation by it of the transactions contemplated hereunder
and thereunder have been duly authorized by all necessary corporate
action on the part of Seller and no other proceedings on the part
of Seller are necessary to authorize this Agreement and the other
Transaction Documents or the transactions contemplated hereby or
thereby. This Agreement and the other Transaction Documents have
been or will be duly executed and delivered by Seller, and will,
upon the due execution and delivery thereof by Purchaser,
constitute the legal, valid and binding obligation of Seller
enforceable against it in accordance with the terms hereof or
thereof, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and similar laws affecting
creditor’s rights and remedies generally, and subject, as to
enforceability, to general principles of equity (regardless of
whether enforcement is sought in a proceeding at law or equity).
The Company has all requisite power and authority and all permits
necessary to own, lease and operate its properties and to carry on
its business as it has been and is now being conducted and to enter
into this Agreement and the other Transaction Documents to which it
is or will be a party and to perform its obligations hereunder and
thereunder. True and complete copies of the Constituent Documents
of the Company, which have been delivered to Purchaser, reflect all
amendments made thereto, and (a) such Constituent Documents are in
full force and effect and (b) the Company has not been and is not
in material violation of such Constituent Documents.

 

2.3. No
Violation. The execution, delivery and performance by Seller
of this Agreement and the other Transaction Documents and the
consummation of the transactions contemplated hereunder or
thereunder, do not and will not (a) conflict with, result in a
violation or breach of, constitute a default (or an event which
with the giving of notice or the lapse of time or both would
constitute a default) or give rise to any right of termination or
acceleration of any right or obligation under, or result in the
creation or imposition of any Lien (as defined below) upon any
assets or properties of Seller or the Company; (b) conflict with or
result in a violation or breach of or default under any provisions
of Seller’s or the Company’s Constituent Documents, as
applicable; or (c) conflict with or result in a violation of any
Law or Order to which Seller or the Company is
subject.

 

2.4. Consents
and Approvals. Except for the
NordLB/Security Trustee Consent, no consent, approval,
authorization, license or order of, registration or filing with, or
notice to, any Governmental Authority or any other Person (such
consents, approvals, authorizations, licenses, orders,
registrations, filings or notices being referred to collectively as
“Consents”)
is necessary to be obtained, made or given by Seller, Company or
the Owner Trustee in connection with the execution, delivery and
performance by Seller of this Agreement or any of the other
Transaction Documents or the consummation by Seller of the
transactions contemplated hereby or thereby.

 

2.5. Title
to Securities. As at the date
hereof and as of immediately prior to the Closing Date, Seller is
and will be the sole recorded and beneficial owner of and has and
immediately prior to Closing will have good and marketable title
to, the LLC Interest, free and clear of any Liens, other than the
Existing NordLB Security and/or any applicable restrictions on
transfer under any applicable state securities Laws Upon the
delivery of the LLC Interest and the other required Transaction
Documents as provided herein, Purchaser will acquire good and
marketable title to the LLC Interest, free and clear of any Liens
other than any generally applicable restrictions on transfer under
applicable state securities Laws, and Purchaser will be entitled to
all of the rights of a holder of such securities and there are no
voting trusts, shareholder agreements, proxies or any other
agreements, instruments or understandings with respect to the
voting or sale or transfer of the equity interests of the Company.
The LLC Interest constitute the only issued or outstanding equity
capital of the Company. All of the LLC Interests are duly
authorized and validly issued and, to the extent applicable, are
fully paid and non-assessable and were issued in compliance in all
material respects with all applicable Laws or pursuant to valid
exemptions therefrom.

 

2.6. Assets
of Company. The sole assets of the Company are the
Collateral Accounts and 100% of the beneficial interest (each, a
“Beneficial
Interest”) in each trust (each, a “Trust”) established
pursuant to each Trust Agreement dated as of 25 May 2007 between
Metropolitan Life Insurance Company ("MetLife") and Wells Fargo
Delaware Trust Company, not in its individual capacity, but solely
as Owner Trustee (“Owner Trustee”) relating
to the applicable Aircraft (defined below), each as transferred to
the Company pursuant to the applicable Assignment and Assumption
Agreement, each dated 31 December 2018 (each as amended from time
to time and as fully and accurately described in Schedule E
with respect to the applicable Aircraft, a “Trust Agreement” and
together, the "Trust
Agreements"). Seller has heretofore delivered to Purchaser a
complete copy of each Trust Agreement, as currently in effect and
each such Trust Agreement constitutes the entire agreement between
the Seller and the Owner Trustee with respect to the applicable
Beneficial Interest immediately prior to the Closing Date and there
have been no other amendments, modifications or assignments entered
into with respect to such Trust Agreement that will continue after
the Closing Date that have not been disclosed. The Company owns
full legal and beneficial title to each Beneficial Interest free
and clear of all Liens other than Liens created pursuant to the
Existing BISA and each Trust owns good and marketable legal title
to the applicable Aircraft, respectively, free and clear of all
Liens other than (i) Permitted Liens (excluding Lessor Liens) under
(and as defined in) each applicable Lease and (ii) the Existing
Security Agreement.

 

2.7. Legal
Proceedings. There are no pending or threatened actions,
suits, claims, proceedings or investigations against or involving
Seller, Company, or each Trust (Company and each Trust
collectively, hereinafter referred to as the “Acquired
Entities” and respectively, as a “Acquired
Entity”). Neither Seller nor any Acquired Entity is bound by
or subject to any Order.

 

2.8. No
Employees. No Acquired Entity has employees.

 

2.9. No
Other Business. No Acquired Entity is engaged in any
business other than the leasing of each Aircraft pursuant to the
applicable Lease.

 

2.10. No
Undisclosed Liabilities or Obligations. No Acquired Entity
has any liabilities or obligations other than pursuant to (i) the
applicable Lease and documents related thereto or (ii) the Trust
Agreements, the Existing Loan Agreement and the other Existing Loan
Documents.

 

2.11. Lease.
To the Seller's knowledge (after having made due and careful
enquiry and having received written confirmation from the Owner
Trustee that there exists no Specified Default (as defined in each
Lease), there exists no Specified Default (as defined in each
Lease) by Owner Trustee or Lessee under the applicable Lease.
Lessee has not made any prepayment of Basic Rent (as defined in
each Lease) payable to Owner Trustee under any Lease. Set forth
in Schedule
C is a complete and accurate list of documents that
relate to each Lease (copies of which have heretofore been
delivered to Purchaser) and such Lease Documents constitute the
entire agreement between the applicable Owner Trustee (and Company,
as applicable) and Lessee with respect to the leasing of the
applicable Aircraft immediately prior to the Closing Date and there
have been no other amendments, modifications, consents or
assignments or waivers granted with respect to such Lease Documents
(or any matters pertaining thereto) that will continue after the
Closing Date that have not been disclosed. Neither Seller
nor any Acquired Entity owns any real property.

 

2.12. Contracts.
Except for this Agreement and those agreements set forth in
Schedule C
(the “Material
Agreements”), there are no agreements, understandings,
instruments, contracts, proposed transactions, judgments,
governmental orders, writs or decrees to which an Acquired Entity
is a party or by which such Acquired Entity is bound. No Acquired
Entity is in breach of or default under any Material Agreement and
there is no current claim or threatened claim that any Acquired
Entity is or has been in breach of or default under any Material
Agreement. Each Material Agreement is in full force and effect and
is enforceable against the applicable Acquired Entity and the other
party thereto, in accordance with its respective terms. Seller has
provided Purchaser true and complete copies of each Material
Agreement.

 

2.13. Existing
Financing. No Default (as defined in the Existing Credit
Agreement) exists under the terms of the Existing Credit Agreement
or the other Existing Loan Documents. The Existing Credit Agreement
together with the Existing Loan Documents (Credit Agreement
Amendment, the Existing MI Pledge Release and New MI Pledge)
constitute the entire agreement among the Seller, the Company
and/or the Owner Trustee and NordLB and/or the Security Trustee
entered into prior to (or, in the case of the Credit Agreement
Amendment, Existing MI Pledge Release and New MI Pledge), at the
Closing Date which will remain in effect following the Closing Date
with respect to the financing of the Aircraft (other than as
contemplated by the Credit Agreement Amendment, the Existing MI
Pledge Release and the New MI Pledge) and there have been no other
amendments, waivers or modifications entered into or granted with
respect to such Existing Credit Agreement or Existing Loan
Documents that will continue to have effect following the Closing
Date which have not been disclosed.

 

2.14. Tax
Matters.                                 The
Company
has been since the date of its formation, and will be immediately
prior to the Closing, classified as an entity
“disregarded” as separate from its owner, Seller, for
all income Tax purposes (including under Treasury Regulations
Section 301.7701-3) and no election has ever been or will be
filed prior to the Closing to classify the Company as an
association taxable as a corporation for income Tax purposes. Each
Trust is properly treated, and will be so immediately prior to the
Closing, as a grantor trust for federal income Tax purposes in
accordance with Sections 671-678 of the Internal Revenue Code of
1986, as amended, and no election has ever been or will be filed
prior to the Closing to classify any Trust as an association
taxable as a corporation for income Tax purposes.

 

2.15. Tax
Filings. Subject to applicable extensions, each Acquired
Entity has filed or caused to be filed, all Tax returns that it was
required to file prior to the Closing, and has paid all Taxes shown
thereon as owing. All such Tax returns were true, correct and
complete in all material respects. Neither Seller nor any Acquired
Entity has received any notice of deficiency, assessment, audit,
investigation, or proposed deficiency, assessment or audit with
respect to any Acquired Entity or the conduct of their respective
businesses. No Acquired Entity has waived any statute of
limitations in respect of Taxes or agreed to any extension of time
with respect to any Tax assessment or deficiency.

 

2.16. Compliance
with Laws. Since January 1, 2019, each Acquired Entity
has complied in all material respects with all applicable Laws of
Governmental Authorities in effect on or prior to the Closing Date
which apply to such Acquired Entity or to which such Acquired
Entity may otherwise be subject, including the Customs and
International Trade Laws and the FCPA, and neither Seller nor any
Acquired Entity has received written notice of, and no claims have
been filed against any Acquired Entity alleging, any violation by
such Acquired Entity of any such Law, except any immaterial
violations that have been corrected.

 

2.17. Absence
of Certain Developments. Since January 1, 2020, the Acquired
Entities have operated in all material respects in the ordinary
course of business and since the date of this Agreement through the
Closing Date there has not been any action or event that would have
required Purchaser’s consent pursuant to ‎Article 4.1
had such action or event occurred after the date hereof and no
events or circumstances exist under the terms of the Existing
Credit Agreement that, individually or in combination with any
other effect, would reasonably be expected to result in a material
adverse change.

 

2.18. Brokerage.
No Person is entitled to any brokerage commissions, financial
advisors’ fees, finders’ fees or similar compensation
in connection with the transactions contemplated by this Agreement
based on any arrangement or agreement made by or on behalf of
Seller or any Acquired Entity

 

2.19. Disclosures.
None of the information concerning Seller or any Acquired Entity in
this Agreement or in the other Transaction Documents or in any
schedule or exhibit hereto or thereto, contains any untrue
statement of a material fact or omits to state a material fact
necessary to make the statements contained herein or therein, in
light of the circumstances existing when made,
misleading.

 

2.20. Accounts;
Cash Balance. As at Closing, there exists a cash balance in
the Collateral Accounts as set forth in the definition of
“Collateral Accounts” in Schedule A
hereto.

 

2.21. Survival.
The representations and warranties of Seller contained herein shall
survive the Closing Date.

 

2.22. DISCLAIMER.
EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES AS SET FORTH IN
ARTICLE 2 HEREOF, SELLER HAS NOT MADE ANY REPRESENTATIONS OR
WARRANTIES, EXPRESSED OR IMPLIED, RELATING TO THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, AND SUBJECT TO THE REPRESENTATIONS
AND WARRANTIES SET FORTH IN ARTICLE 2 HEREOF, SELLER’S RIGHTS
WITH RESPECT TO THE TRANSFERRED RIGHTS ARE BEING ACQUIRED BY
PURCHASER ON AN "AS IS, WHERE IS" BASIS.

 


ARTICLE
3

 


 

 



REPRESENTATIONS AND WARRANTIES OF PURCHASER

 


As an inducement to Seller to enter into this
Agreement, Purchaser hereby represents and warrants to
Seller as at the date hereof and on the Closing Date (in each case
by reference to facts and circumstances then existing) as
follows:

 

3.1. Organization.
Purchaser is a limited liability company duly incorporated, validly
existing and in good standing under the laws of Delaware,
USA.

 

3.2. Authorization,
Validity and Enforceability. Purchaser has the full
corporate power and authority to execute, deliver and perform its
obligations under this Agreement and the other Transaction
Documents to which Purchaser is a party. The execution, delivery
and performance by Purchaser of this Agreement and each of the
other Transaction Documents and the consummation by Purchaser of
the transactions contemplated hereunder and thereunder have been
duly authorized by all necessary corporate action on the part of
Purchaser, and no other corporate proceedings on the part of
Purchaser are necessary to authorize this Agreement and the other
Transaction Documents to which Purchaser is a party. This Agreement
and the other Transaction Documents have been or will be duly
executed and delivered by Purchaser and will, upon the due
execution and delivery thereof by Seller, as applicable, constitute
the legal, valid and binding obligation of Purchaser enforceable
against it in accordance with the terms hereof and thereof, subject
to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting
creditor’s rights and remedies generally, and subject, as to
enforceability, to general principles of equity (regardless of
whether enforcement is sought in a proceeding at law or
equity).

 

3.3. No
Violation or Breach. The execution, delivery and performance
by Purchaser of this Agreement and each of the other Transaction
Documents to which it is a party, and the consummation of the
transactions contemplated hereunder and thereunder, do not and will
not conflict with, result in a violation or breach of, constitute a
default (or an event which with the giving of notice or the lapse
of time or both would constitute a default).

 

3.4. Consents
and Approvals. No Consent of any Governmental Authority or
any other Person is necessary to be obtained, made or given by
Purchaser in connection with the execution, delivery and
performance by Purchaser of this Agreement and the other
Transaction Documents or the consummation by Purchaser of the
transactions contemplated hereunder or thereunder.

 

3.5. Legal
Proceedings. There are no pending or threatened actions,
suits, claims, proceedings or investigations against or involving
Purchaser, except as would not materially and adversely affect, and
would not reasonably be expected to prevent or materially delay or
impair, Purchaser’s performance under this Agreement and the
Transaction Documents to which Purchaser is or will be a party or
the consummation of the transactions contemplated hereunder or
thereunder.

 

3.6. Brokerage.
No Person is entitled to any brokerage commissions, financial
advisors’ fees, finders’ fees or similar compensation
in connection with the transactions contemplated by this Agreement
based on any arrangement or agreement made by or on behalf of
Purchaser.

 

3.7. Survival.
The representations and warranties of Purchaser contained herein
shall survive the Closing Date.

 


ARTICLE
4

 


 

 



PRE-CLOSING COVENANTS

 

4.1. Conduct
of Business. From the date hereof until the earlier of the
Closing Date or the date of any termination of this Agreement
pursuant to Article 6.1 hereof, except as otherwise required or
contemplated hereunder or under any other Transaction Document or
upon the prior written approval of Purchaser, (a) Seller will cause
the Acquired Entities to conduct their operations only in the
ordinary course of business consistent with past practice and (b)
Seller will not, and will not cause any Acquired Entity to,
knowingly take any action that would, or would be reasonably likely
to, result in any of the representations and warranties set forth
in Article 3 hereof not being true in all material respects or
result in any of the conditions set forth in Article 5 hereof not
being satisfied. Without limiting the generality of the foregoing,
during such period, except as otherwise required or contemplated
hereunder or under any other Transaction Document, Seller will not
take any action to cause or enable any Acquired Entity to, directly
or indirectly (i) amend its Constituent Documents and/or any
Lease (ii) authorize for issuance, issue, sell, deliver or
agree or commit to issue, sell or deliver (whether through the
issuance or granting of options, warrants, commitments,
subscriptions, rights to purchase or otherwise) any limited
liability company membership interests or any other securities or
equity equivalents, (iii) split, combine or reclassify its
limited liability company membership interests, or declare, set
aside or pay any distribution in respect of its limited liability
company membership interests, or redeem, purchase or otherwise
acquire (or agree to redeem, purchase or otherwise acquire) its
limited liability company membership interests, (iv) adopt a plan
of complete or partial liquidation, dissolution, merger,
consolidation, restructuring, recapitalization or other
reorganization or (v) make any change in any financial reporting or
accounting practices.

 

4.2. Access
to Information; Consultation. From the date hereof until the
earlier of the Closing Date or the date of any termination of this
Agreement pursuant to Article 6.1 hereof, Seller will assist and
will not take any action to prevent Purchaser and its
representatives to have access during normal business hours to the
books, records and files of the Acquired Entities upon reasonable prior written request by
Purchaser.

 

4.3. Commercially
Reasonable Efforts. Each of the parties hereto shall use its
commercially reasonable efforts to cause the fulfillment as soon as
practicable following the date of this Agreement of all of the
conditions to its respective obligations to consummate the
transactions contemplated hereby and by the other Transaction
Documents.

 


ARTICLE
5

 


 

 



CONDITIONS TO THE CLOSING

 

5.1. Mutual
Condition to the Closing. The obligations of Seller to sell,
and of Purchaser to purchase, the LLC Interest at the Closing shall
be subject to no Illegality Event having occurred and being
continuing.

 

5.2. Additional
Conditions to the Obligations of Seller. The obligation of
Seller to sell the LLC Interest at the Closing shall be subject to
the satisfaction of the following conditions (in addition to the
condition specified in Article 5.1 hereof) at or prior to the
Closing:

 

(a) NordLB shall
deliver to Seller a release of all obligations of Seller to the
Company and to NordLB under the Existing Loan Documents, including,
without limitation, the Seller’s obligations under the
Indemnity Agreement and the Borrower Parent Pledge Agreement
(Republic Borrower) (each as defined in the Existing Loan
Documents), in form and substance satisfactory to
Seller;

 

(b) Purchaser shall
provide to Seller such information regarding Purchaser, its
management and ownership necessary for Purchaser to complete its
Know-Your-Customer and United States export control and United
States Treasury compliance obligations, and any other applicable
Customs and International Trade Laws; and

 


Any
condition specified in this Article 5.2 may be waived by Seller;
provided, that no such waiver shall be effective unless it is set
forth in a writing executed by Seller.

 

5.3. Additional
Conditions to the Obligations of Purchaser. The obligation
of Purchaser to purchase the LLC Interest at the Closing shall be
subject to the satisfaction of the following conditions (in
addition to the condition specified in Article 5.1 hereof) at or
prior to the Closing:

 

(a) the representations
and warranties of Seller contained in Article 3 of this Agreement
shall be true and correct in all material respects, as of the date
of this Agreement and as of the Closing Date;

 

(b) Purchaser shall
have received copies of all Transaction Documents duly executed by
each of the parties thereto (other than Purchaser);

 

(c) Seller shall have
performed and complied in all material respects with all agreements
and covenants required to be performed by it hereunder at or prior
to the Closing;

 

(d) Seller shall have
delivered to Purchaser a certified copy of the resolutions of its
board of directors, authorizing this Agreement and the other
Transaction Documents and the transactions contemplated hereby and
thereby, which resolutions shall not have been amended, modified,
superseded or revoked together with an incumbency certificate of
Seller as to the persons authorized to execute and deliver this
Agreement and each other Transaction Document to which Seller is or
will be a party, including the signatures of each such
person;

 

(e) Seller shall have
delivered to Purchaser the Operating Agreement and the Certificate
of Formation of Company;

 

(f) Seller shall have
delivered a membership transfer power, in a form reasonably
satisfactory to Purchaser evidencing transfer of the Membership
Certificate representing the LLC Interest to
Purchaser;

 

(g) the Credit
Agreement Amendment shall have been duly executed and delivered by
NordLB and the Security Trustee;

 

(h) Purchaser shall
have completed a satisfactory due diligence review of the Company,
each Trust, each Lease and Lease Documents, the Existing
Credit Agreement and the other Existing Loan Documents and related
documents;

 

(i) Seller shall have
tendered, effective as of the Closing, its resignation as manager
of the Company;

 

(j) there shall have
been no Event of Loss with respect to an Aircraft or material
damage to such Aircraft for which the likely cost of repair would
exceed [two million United States Dollars
($2,000,000);

 

(k) Purchaser shall be
satisfied that no Taxes will arise or be payable by it on the
completion of and as a result of the transactions contemplated by
this Agreement as at Closing; and

 

(l) Purchaser shall
have received evidence that Purchaser and any Purchaser Additional
Insureds are named as additional insureds in the liability
insurance maintained pursuant to each Lease.

 


Any
condition specified in this Article 5.3 may be waived by Purchaser;
provided, that no such waiver shall be effective unless it is set
forth in a writing executed by Purchaser.

 


ARTICLE
6

 


 

 



TERMINATION

 

6.1. Termination
of Agreement. This Agreement may be terminated at any time
prior to the Closing:

 

(a) by either Purchaser
or Seller, if any Law or Order that would prevent the satisfaction
of the condition to the obligations of Purchaser set forth in
Article 5.2 or the condition to the obligations of Seller set forth
in Article 5.3 shall have become final and non-appealable;
or

 

(b) by mutual written
consent of Purchaser and Seller.

 

6.2. Effect
of Termination. In the event of the termination of this
Agreement pursuant to Article 6.1 hereof, this Agreement shall
thereafter be terminated and have no effect, and no party hereto
shall have any liability or obligation to any other party hereto in
respect of this Agreement, except that (a) the obligations of the
parties pursuant to Article 7.2, Article 7.7 hereof and this
Article 6.2 shall survive any such termination and (b) no party
shall be relieved of any liability for any breach of its
representations, warranties, covenants or agreements contained
herein prior to such termination.

 



ARTICLE 7

 


 

 


MISCELLANEOUS

 

7.1. Disclaimer
of Warranties on the Company’s Assets.

 


EXCEPT
FOR THE REPRESENTATIONS AND WARRANTIES AS SET FORTH IN ARTICLE 2
HEREOF, SELLER HAS NOT MADE ANY REPRESENTATIONS OR WARRANTIES,
EXPRESSED OR IMPLIED, RELATING TO THE AIRCRAFT OR ANY PART THEREOF
AND PURCHASER ACKNOWLEDGES THAT THE AIRCRAFT ACQUIRED BY PURCHASER
THROUGH ITS PURCHASE OF THE LLC INTEREST ARE PURCHASED ON AN "AS
IS, WHERE IS AND WITH ALL FAULTS" BASIS.


 


NOTWITHSTANDING
ANYTHING TO THE CONTRARY IN THIS AGREEMENT, SELLER 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 AIRCRAFT
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 AIRCRAFT OR ANY PART
THEREOF OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS
OR IMPLIED, WITH RESPECT TO THE AIRCRAFT OR ANY PART
THEREOF.


 

 

7.2. Notices.
Any notices and other communications given pursuant to this
Agreement shall be in writing and shall be effective upon delivery
(a) by hand or upon receipt if sent by certified or registered mail
(postage prepaid and return receipt requested) or by an
internationally recognized overnight courier service (appropriately
marked for overnight delivery) or (b)
when transmitted by electronic mail if sent before 5:00 p.m. on a
Business Day (otherwise the next Business Day) or the day following
such day (except if not a Business Day then the next Business
Day)Notices are to be addressed as follows:

 


if to Purchaser:

 


Drake
Jet Leasing 10 LLC

 


c/o
Maples Fiduciary Services (Delaware) Inc.

 


Suite
302, 4001 Kennett Pike,

 


Wilmington,
DE 19807

 


USA

 


Attn:
Fiduciary Services

 


Email:
XXXXXXXX

 


with a
copy to:

 

Falko
Regional Aircraft Limited
 


1
Bishop Square

 


St.
Albans Rd. West

 


Hatfield
AL10 9NE

 


Attn:
Sarah Dichlian

 


Email:
XXXXXXXXX


 

if to Seller:
 


AeroCentury
Corp.

 


1440
Chapin Avenue, Suite 310

 


Burlingame,
CA94010-4011

 


Attn:
Harold M. Lyons / Christopher B. Tigno

 


Email:
XXXXXXXX


 


or to
such other respective addresses as any of the parties hereto shall
designate to the others by like notice, provided that notice of a
change of address shall be effective only upon receipt
thereof.

 

7.3. Fees
and Expenses. Except as otherwise expressly provided herein,
Seller shall be responsible for and shall pay the costs and
expenses incurred by it in connection with the negotiation and
drafting of this Agreement and the consummation of the transactions
contemplated hereby, including attorneys’ fees and expenses
and the Purchaser shall be responsible for and shall pay the costs
and expenses incurred by it in connection with the negotiation and
drafting of this Agreement and the consummation of the transactions
contemplated hereby, including attorneys’ fees and expenses.
In addition, the Purchaser shall pay the costs and expenses of
Lessee, NordLB, FAA Counsel including all related filing fees and
registration fees (including those relating to any related filings
in the State of Delaware), in each case in amounts subject to
agreement in writing in advance.

 

7.4. Entire
Agreement; Waivers and Amendments. This Agreement and the
other Transaction Documents (including the exhibits and schedules
hereto and thereto and the documents and instruments referred to
herein and therein) contain the entire agreement and understanding
of the parties with respect to the subject matter hereof and
thereof and supersedes all prior written or oral agreements and
understandings with respect thereto. This Agreement may only be
amended or modified, and the terms hereof may only be waived, by a
writing signed by all parties hereto or, in the case of a waiver,
by the party entitled to the benefit of the terms being
waived.

 

7.5. Taxes.  
Seller shall be responsible for paying all capital gains, income,
gross receipts, transfer, stock transfer, stamp, recording,
registration, documentary, sales, use, value added, excise and any
similar taxes, and all conveyance fees and recording charges
(including any penalties, additions to tax and interest thereon)
assessed by the United States or any taxing subdivision thereof
("Taxes") incurred
in connection with the consummation of the purchase and sale of the
LLC Interest or any of the other transactions contemplated by this
Agreement or the other Transaction Documents.

 

7.6. Assignment;
Binding Effect. This Agreement may not be assigned or
delegated, in whole or in part, by any party hereto without the
prior written consent of the other party hereto. This Agreement
shall be binding upon and inure to the benefit of the parties
hereto and their respective heirs, legal representatives,
successors and assigns.

 

7.7. Severability.
In the event that any provision of this Agreement shall be declared
invalid or unenforceable by a court of competent jurisdiction in
any jurisdiction, such provision shall, as to such jurisdiction, be
ineffective to the extent declared invalid or unenforceable without
affecting the validity or enforceability of the other provisions of
this Agreement, and the remainder of this Agreement shall remain
binding on the parties hereto. However, in the event that any such
provision shall be declared unenforceable due to its scope, breadth
or duration, then it shall be modified to the scope, breadth or
duration permitted by law or Governmental Authority and shall
continue to be fully enforceable as so modified.

 

7.8. No
Third Party Beneficiaries. This Agreement is for the benefit
of the parties hereto and is not intended to confer upon any other
person any rights or remedies hereunder.

 

7.9. Governing
Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW OTHER THAN SECTION
5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS
LAW.

 

7.10. Jurisdiction.  
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.

 

(a) 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; and

 

(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.

 

(b) Nothing in this
Article 7.9 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.

 

7.11. Specific
Performance. Each of the parties hereto acknowledges that
the rights of each party to consummate the transactions
contemplated hereby are unique and recognize and affirm that in the
event of a breach of this Agreement by any party, money damages may
be inadequate and the non-breaching party may have no adequate
remedy at Law. Accordingly, the parties agree that such
non-breaching Party shall have the right, in addition to any other
rights and remedies existing in their favor at law or in equity, to
enforce their rights and the other Party’s obligations
hereunder not only by an action or actions for damages but also by
an action or actions for specific performance, injunctive and/or
other equitable relief (without posting of bond or other
security).

 

7.12. Prevailing
Party. In the event any litigation or other court action,
arbitration or similar adjudicatory proceeding is commenced or
threatened by any party hereto to enforce its rights under this
Agreement against any other party, all fees, costs and expenses,
including, without limitation, reasonable attorneys’ fees and
court costs, incurred by the party prevailing in such proceeding
shall be reimbursed by the other party(ies); provided, that if the
prevailing party prevails in part, and loses in part, in such
proceeding, the court, arbitrator or other adjudicator presiding
over such proceeding shall award a reimbursement of the fees, costs
and expenses incurred by the prevailing party on an equitable
basis.

 

7.13. Captions.
The Article headings in this Agreement are inserted for convenience
of reference only, and shall not affect the interpretation of this
Agreement.

 

7.14. Counterparts.
This Agreement may be executed in two or more counterparts
(including by electronic means or
..PDF), each of which shall be deemed an original and all of
which together shall be considered one and the same
agreement.

 

 


* *
*


 


 










 






IN
WITNESS WHEREOF, each of the parties has executed this Agreement as
of the date first written above.

 


PURCHASER:


 

 


   
           
           
           
           
           
           
            DRAKE JET
LEASING 10 LLC

 


By:
_________________________


Name:


Title:

 


 

 



SELLER:

 


AEROCENTURY
CORP.

 


By:
_________________________


Name:


Title:

 


 

 


 




 


	
 

	

 

	
 

















 






 


 



SCHEDULE A


 



CERTAIN DEFINED TERMS


 

(a) “Aircraft” means, each of
and collectively, the aircraft described in Schedule
B.

 

(b) “Assets” of any Person
means all assets and properties of every kind (whether real,
personal or mixed, whether tangible or intangible and wherever
situated), including the goodwill related thereto, operated, owned
or leased by such Person.

 

(c)  “Business
Day” has the meaning given to that term in the
Existing Credit Agreement.

 

(d) “Collateral Accounts”
means the two bank accounts of the Company held with Wilmington
Trust Company in the name of the Company and charged in favor of
NordLB in connection with the Existing Credit Agreement, which have
the following account balances:

 


	

Account
Number


 

	

Account
Balance


 


	

XXXXXXXXXX


 

	

$52,900.90


 


	

XXXXXXXXXX


 

	

$2,346,266.27


 







 

 

(e) “Constituent Documents”
means the certificate or articles of incorporation and bylaws of
any corporate Person, the certificate of formation, articles of
organization and limited liability company agreement of any Person
that is a limited liability company and the certificate of limited
partnership and partnership agreement of any Person that is a
partnership, and any other similar governing or constituent
document, as applicable.

 

(f) “Customs and International Trade
Laws” means any domestic law, statute, Order of a
Governmental Authority, regulation, rule, permit, license,
directive, ruling, decree, ordinance, award, or other decision or
requirement, including any amendments, having the force or effect
of law, of any arbitrator, court, government or government agency
or instrumentality or other Governmental Authority, concerning the
importation, exportation, reexportation, or deemed exportation of
products, technical data, technology or services, and the terms and
conduct of transactions and making or receiving of payment related
to such importation, exportation, reexportation or deemed
exportation, including, but not limited to, as applicable, the
Tariff Act of 1930, as amended, and other laws, regulations, and
programs administered or enforced by the U.S. Department of
Commerce (“Commerce”), U.S.
International Trade Commission, U.S. Customs and Border Protection,
U.S. Immigration and Customs Enforcement, and their predecessor
agencies; the Export Administration Act of 1979, as amended; the
Export Administration Regulations, including related restrictions
with regard to transactions involving persons and entities on the
Commerce Denied Persons List or Entity List; the Arms Export
Control Act, as amended; the International Traffic in Arms
Regulations, including related restrictions with regard to
transactions involving Persons on the Debarred List; the
International Emergency Economic Powers Act, as amended; the
Trading With the Enemy Act, as amended; the embargoes and
restrictions administered by the United States Office of Foreign
Assets Control (“OFAC”); orders of the
President regarding embargoes and restrictions on transactions with
designated countries and entities, including persons and entities
designated on OFAC’s list of Specially Designated Nationals
and Blocked Persons; the anti-boycott regulations administered by
Commerce; and the anti-boycott regulations administered by the U.S.
Department of the Treasury.

 

(g) “Credit Agreement
Amendment” means an amendment to the Existing Credit
Agreement among the Company, NordLB and the Security
Trustee.

 

(h) “Credit Transfer
Agreement” means any agreement or instrument by which
the Purchaser assumes the Seller's obligations under the Existing
Credit Agreement.

 

(i) "Existing BISA" means each
Beneficial Interest Security Agreement dated as of 8 February 2019
between the Company, as pledgor and the Security Trustee relating
to the applicable Beneficial Interest and Trust.

 

(j) “Existing Credit
Agreement” means the Credit Agreement dated as of
February 7, 2019 among the Company, the other borrowers listed
therein, the participants party thereto, NordLB and the Security
Trustee.

 

(k) “Existing Loan Documents”
means each Loan Operative Document as such term defined in the
Existing Credit Agreement.

 

(l) “Existing MI Pledge” means
the Membership Interest Pledge Agreement dated as of 8 February
2019 between Seller, as pledgor and Security Trustee.

 

(m) "Existing MI Pledge Release"
means a release and termination by the Security Trustee of the
Existing MI Pledge.

 

(n) “Existing Security
Agreement” means the Security Agreement dated as of
February 19, 2019 between each of the Borrower’s under the
Existing Credit Agreement and the Security Trustee.

 

(o) “FCPA” means the Foreign
Corrupt Practices Act of 1977, as amended.

 

(p) “Governmental Authority”
means any foreign, federal, provincial, local or other governmental
authority, court, tribunal, bureau, board, commission, office,
authority, regulatory body, self-regulatory body or any
quasi-governmental entity, any political or other subdivision,
department, agency or branch of any of the foregoing, including any
supranational body, or any arbitrator, arbitral body or
meditator;

 

(q) "FAA Counsel" means McAfee &
Taft.

 

(r) "Illegality Event" means an
injunction, order, decree or judgment issued by any governmental
authority of competent jurisdiction and being in effect which
restrains or prohibits the consummation of the purchase and sale of
the LLC Interest or any of the other transactions contemplated by
this Agreement or the other Transaction Documents.

 

(s) “Laws” means any
international, national, federal, state or local laws,
constitutions, treaties, conventions, statutes, ordinances, codes,
rules, regulations or common laws or other similar requirements
enacted, adopted, promulgated or applied by any Governmental
Authority, each as amended.

 

(t)  “Lease”
means, in relation to an Aircraft, each lease agreement described
in Schedule
C relating to
that Aircraft (each as
assigned, transferred and/or varied from time to time, including by
the other Lease Documents relating to that Aircraft, together, the
"Leases").

 

(u) "Lease Amendment Agreement"
means, in relation to each Lease, each lease amendment agreement
relating to that Lease dated on or before the Closing Date between
the Seller and the Lessee.

 

(v) "Lease Documents" means, in
relation to an Aircraft, the documents listed in Schedule C
relating to that Aircraft.

 

(w) "Lessee" means Republic Airways
Inc..

 

(x) “Lien” means any charge,
claim, adverse interest, community property interest, pledge,
hypothecation, condition, lien (statutory or other), option,
security interest, mortgage, deed of trust, encumbrance, easement,
encroachment, license, sublicense, right of way, right of first
refusal, or other restriction on title or transfer or, in the case
of equity, voting or receipt of income.

 

(y) "New MI Pledge" means a
membership interest pledge agreement in the same form as the
Existing MI Pledge, between Purchaser, as pledgor and Security
Trustee.

 

(z) "NordLB" means Norddeutsche
Landesbank Girozentrale, New York, as Agent and Norddeutsche
Landesbank Girozentrale, as swap counterparty acting in any of such
capacities under the Existing Credit Agreement.

 

(aa) "NordLB/Security
Trustee Consent" means a consent agreement or agreements
covering all of the Aircraft executed by NordLB and the Security
Trustee dated on or before the Closing Date relating to the
Existing Credit Agreement and consenting to the transactions
contemplated by this Agreement.

 

(bb) “Order”
means any judgment, order, injunction (including any preliminary
injunction), decision, determination, award, ruling, writ,
stipulation, restriction, assessment or decree of, or entered by,
with or under the supervision of, any Governmental Authority, each
as amended.

 

(cc) “Person”
means an individual, a partnership, a corporation, a limited
liability company, an association, a joint stock company, a trust,
a joint venture, an unincorporated organization, any other business
entity or a Governmental Authority or governmental entity (or any
department, agency or political subdivision thereof).

 

(dd) "Proceeds
Side Letter" means a side letter dated on or before the
Closing Date relating to, inter
alia, the application of the Purchase Price between the
Seller, the Purchaser and Drake Asset Management Jersey
Limited

 

(ee) “Purchaser
Additional Insureds” means Purchaser, Falko Regional Aircraft
Limited and their respective officers, directors, employees,
agents, servants, successors and permitted assigns.

 

(ff) “Seller
Additional Insureds” means “AeroCentury Corp. and
JetFleet Management Corp., Wells Fargo Delaware Trust Company
National Association, and their respective officers, directors,
employees, agents, servants, successors and permitted
assigns.

 

(gg) “Security
Trustee” means Wilmington Trust Company, as security
trustee.

 

(hh) "Specified
Account" means the following account of the
Seller:

 


Zions
Bancorporation, N.A.

 


465
California St.

 


San
Francisco, CA 94104

 


ABA:
121 002 042

 


SWIFT:
ZFNBUS55

 


Account
name: AeroCentury Corp.

 


Account
number: 1750000381.

 

(ii) "Taxes"
has the meaning given to it in Article 7.4.

 

(jj) "Transaction
Documents" mean, together, this Agreement, the Existing MI
Pledge Release, each Lease Amendment Agreement, the NordLB/Security
Trustee Consent, the New MI Pledge, the Proceeds Side Letter and
any notice, acknowledgement, instrument or other document required
to be entered into in connection with the foregoing.

 


 




 


	
	
	












 







SCHEDULE B


 



AIRCRAFT DESCRIPTION


 


	


Manufacturer


 

	


Serial Number


 

	


Model


 

	


Engine #1


 

	


Engine #2


 


	

Embraer


 

	

17000168


 

	

ERJ
170-200LR


 

	

193478


 

	

193479


 


	

Embraer

	

17000172


 

	

ERJ
170-200LR


 

	

193484


 

	

193489


 


	

Embraer

	

17000173


 

	

ERJ
170-200LR


 

	

193492


 

	

193499


 







 


 


 




 


	
 

	

 

	
 

















 







SCHEDULE C


 



LEASE DOCUMENTS


 


	


Republic Airways


 


	


MSN 17000168


 


	

Lease
Agreement [N109HQ] dated 29 May 2007 between Wells Fargo Delaware
Trust Company, not in its individual capacity but solely as owner
trustee and Republic Airways Inc. (formerly, Republic Airline,
Inc.)


Lease
Supplement No.1 [N109HQ] dated 29 May 2007 between Wells Fargo
Delaware Trust Company, not in its individual capacity but solely
as owner trustee and Republic Airways Inc.


Return
Side Letter [N109HQ] dated 29 May 2007 between Wells Fargo Delaware
Trust Company, not in its individual capacity but solely as owner
trustee, Republic Airways Inc. and Metropolitan Life Insurance
Company.


Participation
Agreement [N109HQ] dated 29 May 2007 between Wells Fargo Delaware
Trust Company, not in its individual capacity but solely as owner
trustee, Republic Airways Inc. and Metropolitan Life Insurance
Company.


Engine
Warranty Assignment Agreement [N109HQ] dated 29 May 2007 between GE
Engines Services, Inc. and Wells Fargo Delaware Trust Company, not
in its individual capacity but solely as owner trustee and
consented to by General Electric Company and GE Engine Services
Distribution, LLC.


Guaranty
dated 29 May 2007 between Republic Airways Holdings Inc., Wells
Fargo Delaware Trust Company, not in its individual capacity but
solely as owner trustee and Metropolitan Life Insurance
Company.


Tax
Indemnity Agreement [N109HQ] dated 29 May 2007 between Republic
Airways Inc. and Metropolitan Life Insurance Company.


Amendment
No.1 to Lease Agreement (N109HQ) dated 10 October 2016 between
Wells Fargo Delaware Trust Company, not in its individual capacity
but solely as owner trustee and Republic Airways Inc.


Lease
Agreement No.2 (N109HQ) dated 26 July 2017 between Wells Fargo
Delaware Trust Company, not in its individual capacity but solely
as owner trustee and Republic Airways Inc.


Lease
Agreement No.3 (N109HQ) dated 31 December 2018 between Wells Fargo
Delaware Trust Company, not in its individual capacity but solely
as owner trustee and Republic Airways Inc.


Lease
Agreement No.4 (N109HQ) dated 8 February 2019 between Wells Fargo
Delaware Trust Company, not in its individual capacity but solely
as owner trustee and Republic Airways Inc.


 


	


MSN 17000172


 


	

Lease
Agreement [N110HQ] dated 28 June 2007 between Wells Fargo Delaware
Trust Company, not in its individual capacity but solely as owner
trustee and Republic Airways Inc. (formerly, Republic Airline,
Inc.)


Lease
Supplement No.1 [N110HQ] dated 28 June 2007 between Wells Fargo
Delaware Trust Company, not in its individual capacity but solely
as owner trustee and Republic Airways Inc.


Participation
Agreement [N110HQ] dated 28 June 2007 between Wells Fargo Delaware
Trust Company, not in its individual capacity but solely as owner
trustee, Republic Airways Inc. and Metropolitan Life Insurance
Company.


Engine
Warranty Assignment Agreement [N110HQ] dated 28 June 2007 between
GE Engines Services, Inc. and Wells Fargo Delaware Trust Company,
not in its individual capacity but solely as owner trustee and
consented to by General Electric Company and GE Engine Services
Distribution, LLC.


Guaranty
dated 28 June 2007 between Republic Airways Holdings Inc., Wells
Fargo Delaware Trust Company, not in its individual capacity but
solely as owner trustee and Metropolitan Life Insurance
Company.


Tax
Indemnity Agreement [N110HQ] dated 28 June 2007 between Republic
Airways Inc. and Metropolitan Life Insurance Company.


Amendment
No.1 to Lease Agreement (N110HQ) dated 10 October 2016 between
Wells Fargo Delaware Trust Company, not in its individual capacity
but solely as owner trustee and Republic Airways Inc.


Lease
Agreement No.2 (N110HQ) dated 23 June 2017 between Wells Fargo
Delaware Trust Company, not in its individual capacity but solely
as owner trustee and Republic Airways Inc.


Lease
Agreement No.3 (N110HQ) dated 31 December 2018 between Wells Fargo
Delaware Trust Company, not in its individual capacity but solely
as owner trustee and Republic Airways Inc.


Lease
Agreement No.4 (N110HQ) dated 8 February 2019 between Wells Fargo
Delaware Trust Company, not in its individual capacity but solely
as owner trustee and Republic Airways Inc.


 


	


MSN 17000173


 


	

Lease
Agreement [N111HQ] dated 28 June 2007 between Wells Fargo Delaware
Trust Company, not in its individual capacity but solely as owner
trustee and Republic Airways Inc. (formerly, Republic Airline,
Inc.)


Lease
Supplement No.1 [N111HQ] dated 28 June 2007 between Wells Fargo
Delaware Trust Company, not in its individual capacity but solely
as owner trustee and Republic Airways Inc.


Participation
Agreement [N111HQ] dated 28 June 2007 between Wells Fargo Delaware
Trust Company, not in its individual capacity but solely as owner
trustee, Republic Airways Inc. and Metropolitan Life Insurance
Company.


Engine
Warranty Assignment Agreement [N111HQ] dated 28 June 2007 between
GE Engines Services, Inc. and Wells Fargo Delaware Trust Company,
not in its individual capacity but solely as owner trustee and
consented to by General Electric Company and GE Engine Services
Distribution, LLC.


Guaranty
dated 28 June 2007 between Republic Airways Holdings Inc., Wells
Fargo Delaware Trust Company, not in its individual capacity but
solely as owner trustee and Metropolitan Life Insurance
Company.


Tax
Indemnity Agreement [N111HQ] dated 28 June 2007 between Republic
Airways Inc. and Metropolitan Life Insurance Company.


Amendment
No.1 to Lease Agreement (N111HQ) dated 10 October 2016 between
Wells Fargo Delaware Trust Company, not in its individual capacity
but solely as owner trustee and Republic Airways Inc.


Lease
Agreement No.2 (N111HQ) dated 23 June 2017 between Wells Fargo
Delaware Trust Company, not in its individual capacity but solely
as owner trustee and Republic Airways Inc.


Lease
Agreement No.3 (N111HQ) dated 31 December 2018 between Wells Fargo
Delaware Trust Company, not in its individual capacity but solely
as owner trustee and Republic Airways Inc.


Lease
Agreement No.4 (N111HQ) dated 8 February 2019 between Wells Fargo
Delaware Trust Company, not in its individual capacity but solely
as owner trustee and Republic Airways Inc.


 







 




 


	
 

	

 

	
 

















 






 



SCHEDULE D


 



FORM OF LIMITED LIABILITY AGREEMENT OF COMPANY


 




 


	
 

	

 

	
 

















 







SCHEDULE E


 



TRUST DOCUMENTS


 


	


Republic Airways


 


	


MSN 17000168


 


	

Trust
Agreement [N109HQ] dated 25 May 2007 between Wells Fargo Delaware
Trust Company, not in its individual capacity but solely as owner
trustee and Metropolitan Life Insurance Company.


Assignment
and Assumption Agreement (N109HQ) dated 26 September 2007 between
Metropolitan Life Insurance Company and Metlife Capital, Limited
Partnership.


Amendment
No.1 to Trust Agreement [N109HQ] dated 26 September 2007 between
Wells Fargo Delaware Trust Company, not in its individual capacity
but solely as owner trustee and Metlife Capital, Limited
Partnership.


Assignment
and Assumption Agreement (N109HQ) dated 26 July 2017 between
Metlife Capital, Limited Partnership, AeroCentury Corp., Wells
Fargo Delaware Trust Company, not in its individual capacity but
solely as owner trustee and Republic Airways Inc.


Assignment
and Assumption Agreement (N109HQ) dated 31 December 2018 between
ACY E-175 LLC, AeroCentury Corp., Republic Airways Inc. and Wells
Fargo Delaware Trust Company, not in its individual capacity but
solely as owner trustee.


 


	


MSN 17000172


 


	

Trust
Agreement [N110HQ] dated 26 June 2007 between Metropolitan Life
Insurance Company and Wells Fargo Delaware Trust Company, not in
its individual capacity but solely as owner trustee.


Assignment
and Assumption Agreement (N110HQ) dated 26 September 2007 between
Metropolitan Life Insurance Company and Metlife Capital, Limited
Partnership.


Amendment
No.1 to Trust Agreement [N110HQ] dated 26 September 2007 between
Wells Fargo Delaware Trust Company, not in its individual capacity
but solely as owner trustee and Metlife Capital, Limited
Partnership.


Assignment
and Assumption Agreement (N110HQ) dated 23 June 2017 between
Metlife Capital, Limited Partnership, AeroCentury Corp., Wells
Fargo Delaware Trust Company, not in its individual capacity but
solely as owner trustee and Republic Airways Inc.


Assignment
and Assumption Agreement (N110HQ) dated 31 December 2018 between
ACY E-175 LLC, AeroCentury Corp., Republic Airways Inc. and Wells
Fargo Delaware Trust Company, not in its individual capacity but
solely as owner trustee.


 


	


MSN 17000173


 


	

Trust
Agreement [N111HQ] dated 26 June 2007 between Wells Fargo Delaware
Trust Company, not in its individual capacity but solely as owner
trustee and Metropolitan Life Insurance Company.


Assignment
and Assumption Agreement (N111HQ) dated 26 September 2007 between
Metropolitan Life Insurance Company and Metlife Capital, Limited
Partnership.


Amendment
No.1 to Trust Agreement [N111HQ] dated 26 September 2007 between
Wells Fargo Delaware Trust Company, not in its individual capacity
but solely as owner trustee and Metlife Capital, Limited
Partnership.


Assignment
and Assumption Agreement (N111HQ) dated 23 June 2017 between
Metlife Capital, Limited Partnership, AeroCentury Corp., Wells
Fargo Delaware Trust Company, not in its individual capacity but
solely as owner trustee and Republic Airways Inc.


Assignment
and Assumption Agreement (N111HQ) dated 31 December 2018 between
ACY E-175 LLC, AeroCentury Corp., Republic Airways Inc. and Wells
Fargo Delaware Trust Company, not in its individual capacity but
solely as owner trustee.