Pluna Purchase Agreement


     

    
      

      

    

     

    EXHIBIT
      10.1

     

     

    AIRCRAFT
      PURCHASE AGREEMENT

     

    dated
      as
      of December 29, 2006

     

    among

     

    PLM
      FINANCIAL SERVICES, INC.,

     

    as
      successor to PLM Transportation Equipment Corporation,

     

    not
      in
      its individual capacity, but solely as owner trustee

     

    for
      the
      benefit of the Owner Participants

     

    as
      Seller

     

    and

     

    WELLS
      FARGO BANK NORTHWEST, NATIONAL ASSOCIATION,

     

    not
      in
      its individual capacity, but solely as owner trustee

     

    for
      the
      benefit of the Beneficiary,

     

    as
      Purchaser

     

    One
      Boeing Model B737-300 Aircraft,

     

    Manufacturer’s
      Serial No. 24700 and

     

    bearing
      Uruguayan Registration Mark CX-PUA

     

    and
      Two
      CFM56-3B1 Engines,

     

    Manufacturer’s
      Serial Nos. 724644 and 724657

     

    


    



    
      
        
        

      

      
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    AIRCRAFT
      PURCHASE AGREEMENT

     

    AIRCRAFT
      PURCHASE AGREEMENT, dated as of December 29, 2006 (this “Agreement”),
      among
      PLM FINANCIAL SERVICES, INC., as successor to PLM Transportation Equipment
      Corporation, a Delaware corporation (“PLM”),
      not in
      its individual capacity but solely as owner trustee for the benefit of the
      Owner
      Participants (the “Seller”),
      and
      WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association
      (“WFB”),
      not
      in its individual capacity but solely as owner trustee for the benefit of the
      Beneficiary (the “Purchaser”).

     

    RECITALS:

     

    Seller
      desires to sell to Purchaser, and Purchaser desires to purchase from Seller,
      all
      of Seller’s right, title and interest in, to and under the Aircraft (as defined
      herein) and all of Seller’s right, title, interest, obligations, duties and
      liabilities under the Lease Agreement, dated December 6, 2001, between
      Seller, as lessor, and PLUNA - Lineas Aereas Uruguayas S.A., as lessee
      (“Lessee”), as amended (the “Lease”),
      arising on or after the Delivery Time (as defined herein).

     

    The
      Lease
      allows such sale, purchase, assignment and assumption, subject to the
      satisfaction of certain conditions set forth therein.

     

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

     

     

    SECTION
      1.  Definitions;
      Rules of Interpretation.

     

    1.1  Definitions

     

    .
      For
      purposes of this Agreement the following terms shall have the meanings
      specified:

     

    “Affiliate”
means
      with respect to any Person, any other Person directly or indirectly controlling,
      controlled by or under common control with such Person.

     

    “Agreed
      Courts”
has
      the
      meaning set forth in Section 15.2.

     

    “Aircraft”
means
      collectively the Airframe, the Engines, the APU and the Aircraft
      Documents.

     

    “Aircraft
      Acceptance Certificate”
means
      the Aircraft Acceptance Certificate substantially in the form of Exhibit
      C.

     

    “Aircraft
      Documents”
means
      the documents, data and records identified in Part 2 of Schedule 1 to the Lease
      and all additions, renewals, revisions and replacements from time to time made
      in accordance with the lease.

     

    
      
        
        

      

      
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    “Airframe”
means
      collectively (i) the Boeing Model B737-300 airframe bearing manufacturer’s
      serial no. 24700 and Uruguayan registration mark CX-PUA, (ii) all Parts
      owned by the Seller incorporated in, installed on, attached to or appurtenant
      to
      such airframe, and (iii) all substitutions, replacements or renewals from
      time to time made in or to any of the Parts referred to in the preceding clause
      (ii) as required or permitted by the Lease.

     

    “Applicable
      Law”
means,
      as to any Person, all (i) laws, treaties and international agreements of
      any national government, (ii) laws of any state, province, territory,
      locality or other political subdivision of a national government, and
      (iii) rules, regulations, judgments, decrees, orders, injunctions, writs,
      directives, licenses and permits of any Governmental Body (including monetary
      authorities and arbitration authorities), in each case that are applicable
      to or
      binding on such Person or any of its property or to which such Person or any
      of
      its property is subject.

     

    “APU”
means
      the auxiliary power unit manufactured by Garrett, model TTCP85-129, serial
      number P-165.

     

    “Assignment
      Agreement”
means
      the Lease Assignment and Assumption Agreement, to be dated the Closing Date
      and
      entered into between Seller and Purchaser substantially in the form attached
      as
      Exhibit A.

     

    “Beneficiary”
means
      DB Aircraft Leasing Master Trust, a Delaware statutory trust under a Master
      Trust Agreement, dated as of September 26, 2005, among Wells Fargo Delaware
      Trust Company, DB Equipment Leasing, Inc., the administrative trustees and
      the
      holders of the beneficial interest from time to time, and its successors and
      assigns. 

     

    “Business
      Day”
means
      a
      day on which banking institutions in New York, New York are open for the
      transaction of business.

     

    “Delivery
      Date”
has
      the
      meaning set forth in Section 2.2.

     

    “Delivery
      Time”
has
      the
      meaning set forth in Section 2.2.

     

    “Due
      Diligence Inspection Date”
means
      October 30, 2006.

     

    “Economic
      Closing Date”
means
      November 15, 2006.

     

    “Engines”
means
      collectively (i) the two CFM Model CFM56-3B1 aircraft engines bearing
      manufacturer’s serial nos. 724644 and 724657, (ii) all Parts owned by the
      Seller incorporated in, installed on, attached to or appurtenant to such
      engines, and (iii) all substitutions, replacements or renewals from time to
      time made in or to any of the Parts referred to in the preceding clause (ii)
      as
      required or permitted by the Lease.

     

    “Event
      of Loss”
shall
      have the meaning ascribed to such term in the Lease. 

     

    “Excepted
      Rights”
has
      the
      meaning given to such term in Section 2.2.

     

    
      
        
        

      

      
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    “Fourth
      Amendment to Lease”
means
      the Fourth Amendment to Lease, between Purchaser and Lessee, substantially
      in
      the form of Exhibit B to the Lessee Acknowledgement. 

     

    “Governmental
      Body”
means
      any department, commission, board, bureau, court, legislature, agency,
      instrumentality or authority of any national government or any political
      subdivision of a national government.

     

    “Interest
      Rate”
means
      4.0% per annum.

     

    “Lease
      Deposit”
has
      the
      meaning given to such term in Section 6.12(a)(iv).

     

    “Lessee
      Acknowledgement”
means
      an Acknowledgment and Acceptance of Assignment by the Lessee, as contemplated
      by
      Section 14.2.c.i of the Lease, substantially in the form attached as
      Exhibit B. 

     

    “Lien”
means
      any mortgage, charge, pledge, lien, claim, encumbrance, assignment,
      hypothecation, right of set-off or any agreement or arrangement having the
      effect of creating any of the foregoing.

     

    “Net
      Purchase Payment”
      means
      the amount set forth in Schedule 1 hereto as being payable by Purchaser to
      Seller on the Delivery Date, such amount being the Purchase Price for such
      Delivery Date minus the Purchase Deposit, the Total Reserves, the Lease Deposit
      and accrued interest on the Lease Deposit through the day before the Delivery
      Date.

     

    “Owner
      Participants”
means
      PLM Equipment Growth Fund VI Liquidating Trust and PLM Growth and Income Fund
      VII Liquidating Trust. 

     

    “Parts”
means
      all appliances, parts, instruments, appurtenances, accessories, furnishings
      and
      other equipment or components of whatever nature, including landing gear,
      auxiliary power units, navigation systems, radar and radio but excluding
      complete Engines or engines.

     

    “Person”
means
      any individual, corporation, partnership, limited liability company, limited
      liability partnership, joint venture, association, joint stock company, trust,
      unincorporated organization or Governmental Body.

     

    “PLM”
has
      the
      meaning given to such term in the Preamble. 

     

    “Purchase
      Deposit” A
      sum of
      U.S. One Hundred Thousand Dollars ($100,000) advanced by Beneficiary to Seller
      to secure the purchase of the Aircraft. 

     

    “Purchase
      Documents”
means
      this Agreement, the Warranty Bill of Sale, the Assignment Agreement, the Lessee
      Acknowledgement and the Aircraft Acceptance Certificate.

     

    “Purchase
      Price”
means
      the amount set forth in Schedule
      1
      hereto
      for the date on which the Delivery Date occurs.

     

    “Purchaser”
has
      the
      meaning given to such term in the Preamble.

     

    
      
        
        

      

      
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    “Responsible
      Officer”
means
      with respect to any Person, any managing director, general manager, deputy
      general manager, vice president or other senior officer who, in the normal
      performance of his or her operational responsibilities, with respect to the
      subject matter of any covenant, agreement or obligation of such party pursuant
      to any instrument, would have responsibility for such matter and the
      requirements of such instrument with respect thereto.

     

    “Scheduled
      Delivery Date”
has
      the
      meaning given such term in Section 2.3.

     

    “Seller”
has
      the
      meaning given to such term in the Preamble.

     

    “Seller’s
      Account”
means
      Bank: Comerica Bank, Account No.: 1891533166, Account Name: PLM International,
      Inc., ABA Routing No.: 121137522, Ref: Boeing 737 S/N 24700.

     

    “Special
      Uruguayan Counsel”
means
      Guyer & Regules, special Uruguayan counsel to Purchaser.

     

    “Taxes”
means
      any and all present and future taxes, duties, withholdings, levies, assessments,
      imposts, fees and other governmental charges of all kinds (including without
      limitation any value added or similar tax and any stamp, documentary,
      registration or similar tax), together with any penalties, fines, surcharges
      and
      interest thereon and any additions thereto.

     

    “Termination
      Date”
means
      December 31, 2006.

     

    “Total
      Reserves”
means
      the amount specified as such in Schedule
      2.
      

     

    “Transaction
      Documents”
has
      the
      meaning given such term in Section 6.8.

     

    “Transfer
      Taxes”
means
      any sales, use, excise, transfer, gross receipts, value added or any other
      similar taxes, fees or charges that may be imposed by any Governmental Body
      in
      any jurisdiction as a result of the sale and assignment of the Aircraft and
      the
      Lease under this Agreement.

     

    “Trust
      Agreement”
means
      the Trust Agreement between the Beneficiary and Wells Fargo Bank Northwest,
      National Association (Owner Trust 24700), dated as of December 12,
      2006.

     

    “Uruguayan
      Filings”
means
      the filings with the Uruguayan Civil Aviation Authority of Spanish translations
      of the Warranty Bill of Sale, the Lease Assignment Agreement and the Fourth
      Amendment to Lease, in each case duly executed, notarized, consularized and
      legalized, to reflect the transfer of the Aircraft and the Lease from Seller
      to
      Purchaser.

     

    “Warranty
      Bill of Sale”
means
      a
      full warranty bill of sale from Seller to Purchaser in the form attached as
      Exhibit D. 

     

    “WFB”
has
      the
      meaning given to such term in the Preamble. 

     

    
      
        
        

      

      
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    1.2  Rules
      of Interpretation

     

    .
      The
      following rules of interpretation shall apply to this Agreement:

     

    (a)  the
      singular includes the plural and the plural includes the singular;

     

    (b)  “or”
is
      not exclusive and “include” and “including” are not limiting;

     

    (c)  a
      reference to a law includes any amendment or modification to such law and any
      rules or regulations issued thereunder or any law enacted in substitution or
      replacement therefor;

     

    (d)  a
      reference to a person includes its permitted successors and
      assigns;

     

    (e)  a
      reference to any document shall include that document as amended, novated,
      assigned or supplemented;

     

    (f)  a
      reference in this Agreement to a Section, Schedule or Exhibit without further
      reference is to the relevant Section, Schedule or Exhibit of this Agreement;
      and

     

    (g)  a
      reference in this Agreement to “actual knowledge” shall mean, with respect to
      any Person, the actual knowledge of, including receipt of written notice by,
      a
      Responsible Officer of such Person.

     

     

    SECTION
      2.  Sale,
      Assignment and Assumption.

     

    2.1  Sale
      of Aircraft

     

    .
      Subject
      to the terms and conditions of this Agreement, (a) Seller agrees to sell,
      convey and transfer to Purchaser without any representations or warranties
      except as set forth herein or in the Warranty Bill of Sale, and Purchaser agrees
      to purchase and accept, all of Seller’s right, title and interest in, to and
      under the Aircraft, and (b) Seller agrees to assign, and Purchaser agrees
      to accept and assume, all of Seller’s rights and obligations under the Lease, in
      each case at the Delivery Time, pursuant to, in accordance with and to the
      extent provided in this Agreement, the Warranty Bill of Sale and the Assignment
      Agreement. 

     

    2.2  Delivery;
      Risk of Loss; Excepted Rights

     

    .
      Seller’s delivery of the Warranty Bill of Sale to Purchaser, and Purchaser’s
      delivery of the Aircraft Acceptance Certificate to Seller, shall conclusively
      evidence the sale of the Aircraft from Seller to Purchaser, and risk of loss
      of
      or damage to the Aircraft shall pass from Seller to Purchaser at the time stated
      in the Aircraft Acceptance Certificate as being the time at which the transfer
      took place (the “Delivery
      Time”).
      The
      date on which the Delivery Time occurs is herein referred to as the
“Delivery
      Date.”
Seller
      shall retain all of its rights
      relating to the Lease that have arisen or accrued prior to the Delivery Time
      (the “Excepted
      Rights”),
      such
      Excepted Rights to include, without limitation, (i) the right to receive any
      amounts due or accrued to Seller under the Lease in respect of the Aircraft
      prior to the Delivery Time, (ii) any rights to indemnification or liability
      insurance under the Lease with respect to any period prior to the Delivery
      Time.

     

    
      
        
        

      

      
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    2.3  Delivery
      Date

     

    .
      The
      Delivery Date for the Aircraft is, as of the date hereof, scheduled to occur
      on
      or about December 29, 2006 (the “Scheduled
      Delivery Date”).
      The
      exact Delivery Date will be designated by Seller, and if a date other than
      the
      Scheduled Delivery Date, Seller will give notice thereof to Purchaser, at least
      one (1) Business Days in advance thereof. The closing of the transactions
      contemplated hereby shall take place on the Delivery Date at the offices of
      Pillsbury Winthrop Shaw Pittman LLP, 1540 Broadway, New York, New York
      10036.

     

    2.4  Delivery
      Location

     

    .
      Seller
      shall deliver the Aircraft to Purchaser on the Delivery Date, in accordance
      with
      the terms hereof, in such location and jurisdiction designated by Seller which
      it determines to be acceptable for taxation purposes and that is reasonably
      acceptable to Purchaser. Seller and Purchaser shall cooperate to ensure that
      the
      Aircraft is located at the Delivery Time in a jurisdiction that eliminates
      the
      imposition upon Purchaser or Seller of any Transfer Taxes arising out of the
      sale of the Aircraft pursuant to this Agreement, and shall take all actions
      reasonably requested by the other that are not in contravention of any provision
      of the Purchase Documents to eliminate any Transfer Taxes applicable to this
      Agreement or the consummation of the transactions contemplated by this
      Agreement. 

     

    2.5  Disclaimer

     

    .
      THE
      REPRESENTATIONS AND WARRANTIES OF THE SELLER SET FORTH IN THIS AGREEMENT ARE
      EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES OF SELLER,
      WHETHER WRITTEN, ORAL OR IMPLIED. PURCHASER ACKNOWLEDGES AND AGREES
      (i) THAT THE AIRCRAFT IS, AND AT THE TIME OF THE DELIVERY TIME WILL BE, IN
“AS IS, WHERE IS” CONDITION, AND (ii) THAT SELLER SHALL NOT, BY VIRTUE OF
      HAVING OWNED AND SOLD THE AIRCRAFT OR OTHERWISE, BE DEEMED TO HAVE MADE ANY
      REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, FITNESS, DESIGN OR
      CONDITION OF, OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP IN, THE
      AIRCRAFT, OR TO HAVE MADE ANY OTHER REPRESENTATIONS OR WARRANTIES (EXCEPT THE
      EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT), AND SELLER DISCLAIMS AND
      PURCHASER WAIVES ALL WARRANTIES, GUARANTIES AND LIABILITIES, EXPRESS OR IMPLIED,
      ARISING BY LAW OR OTHERWISE (INCLUDING ANY OBLIGATION OR LIABILITY WITH RESPECT
      TO FITNESS, MERCHANTABILITY OR LOSS OF USE, OR STRICT LIABILITY IN TORT OR
      CONSEQUENTIAL DAMAGES) WHETHER OR NOT OCCASIONED BY SELLER’S NEGLIGENCE, AND
      EACH OF BENEFICIARY AND PURCHASER ACKNOWLEDGES AND AGREES THAT IN NO EVENT
      SHALL
      SELLER BE LIABLE FOR INJURIES TO PERSONS OR PROPERTY OR FOR INCIDENTAL OR
      CONSEQUENTIAL DAMAGES OR FOR ANY OTHER LOSS OR DAMAGE WHATSOEVER, PURCHASER
      AGREEING THAT ALL SUCH RISKS ARE TO BE BORNE BY PURCHASER AFTER THE CLOSING
      DATE. 

     

    
      
        
        

      

      
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    SECTION
      3.  Purchase
      Price; Adjustments; Termination.

     

    3.1  Payment
      of Purchase Price

     

    .
      (a)  Subject
      to the terms and conditions of this Agreement, at the Delivery Time Purchaser
      shall pay the Net Purchase Payment for such Delivery Date, as set forth in
      Schedule
      1,
      to
      Seller’s Account. All payments due to Seller hereunder shall be effected in
      United States dollars in immediately available funds without any set-off,
      counterclaim or deduction of whatsoever nature by wire transfer to the foregoing
      account. Payments will be deemed to have been made when such amounts have been
      credited and confirmed as immediately available funds to such designated
      account

     

    (b)  Deposit.
      Beneficiary has advanced the Purchase Deposit to the Owner Participants for
      the
      benefit of Seller, and Seller agrees to apply the Purchase Deposit to payment
      of
      the Purchase Price at the Delivery Time or as otherwise applied as provided
      herein. The Purchase Deposit is non-refundable except as provided in
      Sections 3.2, 3.3, 3.4 and 3.5.

     

    3.2  Termination
      Date

     

    .
      If the
      Delivery Time has not occurred at or before 5:00 p.m. (New York time) on
      the Termination Date for any reason whatsoever other than the default of
      Purchaser or the application of Section 3.3, 3.4 or 3.5 hereof, this
      Agreement shall automatically terminate, Seller shall promptly return the
      Deposit to Purchaser, and the parties shall have no further liability to each
      other with respect to the sale of the Aircraft and this Agreement. If the
      Delivery Time has not occurred at or before 5:00 p.m. (New York time) on
      the Termination Date because of the default of Purchaser, then Seller may,
      by
      written notice to Purchaser, terminate this Agreement and retain the Purchase
      Deposit, and the parties shall have no further liability to each other with
      respect to the sale of the Aircraft or this Agreement. Purchaser and Seller
      agree that no party hereto shall be responsible for any indirect, consequential
      or punitive damages whatsoever.

     

    3.3  Damage
      before Delivery Time

     

    .
      (a)  If
      before the Delivery Time but after the Due Diligence Inspection Date, the
      Aircraft suffers damage that does not constitute an Event of Loss, then Seller
      shall promptly notify Purchaser of such damage and shall notify Purchaser as
      soon as reasonably practicable of its opinion as to whether such damage is
      repairable prior to the Termination Date;

     

    (b)  If
      repairs of such damage or fault can reasonably be expected to be completed
      prior
      to the Termination Date, and such damage or fault and the repair thereof will
      not have an adverse affect on the marketability of the Aircraft (as reasonably
      determined by Purchaser), Seller shall use reasonable efforts to procure the
      repair of such damage as soon as reasonably practicable; however, if such repair
      is not completed and the Aircraft is not delivered to Purchaser on or before
      the
      Termination Date, Purchaser may elect nevertheless to take delivery of the
      Aircraft and Lease by providing written notice thereof to Seller. If Purchaser
      elects not to take delivery, Seller shall promptly refund the Purchase Deposit
      to Purchaser and neither party shall have any further obligation or liability
      to
      the other with respect to the sale of the Aircraft and this Agreement;
      and

     

    
      
        
        

      

      
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    (c)  If
      repairs of such damage cannot reasonably be expected to be completed prior
      to
      the Termination Date, Seller shall immediately notify Purchaser whereupon
      Purchaser may elect nevertheless to take delivery of the Aircraft, but if
      Purchaser does not make such election, Seller shall promptly refund the Purchase
      Deposit to Purchaser and neither party shall have any further obligation or
      liability to the other with respect to the sale of the Aircraft and this
      Agreement.

     

    3.4  Event
      of Loss before Delivery Time

     

    .
      (a)  If
      before the Delivery Time the Aircraft suffers an Event of Loss, then with effect
      from the date on which such Event of Loss occurs, this Agreement shall without
      further act terminate and the rights and obligations of the parties hereunder
      shall cease and be discharged without further liability on the part of Seller
      or
      Purchaser, save that Seller shall promptly refund the Purchase Deposit to
      Purchaser.

     

    (b)  If
      before
      the Delivery Time an event occurs which with the passage of time and/or a
      relevant determination would constitute an Event of Loss and such event is
      continuing on the Termination Date, then this Agreement may be terminated by
      Purchaser or Seller by delivering written notice thereof to the other parties
      hereto, and thereupon the rights and obligations of the parties hereunder shall
      cease and be discharged without further liability on the part of Seller or
      Purchaser, save that Seller shall promptly refund the Purchase Deposit to
      Purchaser.

     

    3.5  Material
      Adverse Tax Event

     

    .
      In the
      event that, notwithstanding the mutual efforts of Seller and Purchaser, either
      Seller or either of the Owner Participants, on the one hand, or Beneficiary
      or
      Purchaser, on the other hand, would suffer a materially adverse sales, use
      or
      other transfer tax event as a result of the transfer of the Aircraft and the
      Lease, and such material adverse tax event cannot be mitigated by all
      commercially reasonable efforts of the party that would suffer such material
      adverse tax event, this Agreement may be terminated by the affected party by
      delivering written notice thereof to the other party hereto, and thereupon
      the
      rights and obligations of the parties hereunder shall cease and be discharged
      without further liability on the part of Seller or Purchaser, save that Seller
      shall promptly refund the Purchase Deposit to Purchaser. In all events, Seller
      and Purchaser shall each be responsible for their own income and gains
      Taxes.

     

    3.6  Binding
      Obligations

     

    .
      This
      Agreement is intended to set forth the binding obligation of Seller to sell
      the
      Aircraft and the binding obligation of Purchaser to purchase the Aircraft and
      pay the Purchase Price, in each case, on the terms and conditions set forth
      herein. On and after the Economic Closing Date, Seller shall use all reasonable
      efforts to cause each of the conditions set forth in Section 5 to be
      satisfied and shall take all other actions necessary to perform its obligations
      under the Purchase Documents, and Purchaser shall use all reasonable efforts
      to
      cause each of the conditions set forth in Section 4 to be satisfied and
      shall take all other actions necessary to perform its obligations under the
      Purchase Documents.

     

     

    
      
        
        

      

      
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    SECTION
      4.  Conditions
      Precedent to the Obligations of Seller

     

    .
      The
      obligation of Seller to sell and assign the Aircraft and the Lease to Purchaser
      at the Delivery Time is subject to the satisfaction of the following
      conditions:

     

    4.1  Purchase
      Documents

     

    .
      Each of
      the parties to the Purchase Documents other than Purchaser shall have executed
      and delivered the Purchase Documents.

     

    4.2  Purchase
      Price; Aircraft Acceptance Certificate

     

    .
      Purchaser shall have paid the Net Purchase Payment in the manner specified
      in
      Section 3 and Purchaser shall have delivered the Aircraft Acceptance
      Certificate to Sellers.

     

    4.3  Due
      Authorization, Execution and Delivery

     

    .
      Seller
      shall have received from Purchaser authorizing documents reasonably satisfactory
      to Seller evidencing that each of the signatories executing the Purchase
      Documents for and on behalf of Purchaser has the authority to do
      so.

     

    4.4  Representations
      and Warranties

     

    .
      The
      representations and warranties of Purchaser contained in the Purchase Documents
      shall be true and correct as of the Delivery Time with the same force and effect
      as though made on and as of the Delivery Time.

     

    4.5  Illegality

     

    .
      At the
      Delivery Time, no change shall have occurred after the date of this Agreement
      in
      any law that would make it illegal for Seller or Purchaser to perform any of
      its
      obligations under any Purchase Document to which it is a party and any other
      documents or agreements to be entered into pursuant to the Purchase
      Documents.

     

    4.6  Event
      of Loss

     

    .
      At the
      Delivery Time, there shall not exist an Event of Loss, or event that with the
      passage of time or the making of any determination would constitute an Event
      of
      Loss, with respect to the Aircraft.

     

    4.7  Transfer
      Taxes

     

    .
      Seller
      shall be satisfied that the Aircraft is, at the Delivery Time, located in a
      jurisdiction such that no Transfer Tax will be imposed with respect to the
      transactions contemplated by this Agreement, and Seller shall have received
      from
      Lessee confirmation of the Aircraft’s location at the Delivery
      Time.

     

    
      
        
        

      

      
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    4.8  Lease
      Requirements

     

    .
      Lessee
      shall have executed and delivered to Purchaser the following: (a)  the
      Lessee Acknowledgement, including the certification described in
      Section 14.2.c.ii of the Lease, (b) the certificate of insurance and
      broker’s letter described in Section 14.2.c.iii of the Lease and
      (c) the opinion of counsel described in Section 14.2.c.iv of the
      Lease, and Lessee shall have complied with its other obligations under
      Section 14.2 of the Lease.

     

    4.9  Opinions

     

    .
      Seller
      shall have received an opinion, dated the Delivery Date, from Special Uruguayan
      Counsel addressed to Purchaser and Seller with respect to such matters and
      to
      such effect as Purchaser shall reasonably request.

     

    4.10  Uruguayan
      Filings

     

    .
      Purchaser shall have taken such actions as are reasonably required in order
      to
      effect the Uruguayan Filings.

     

    4.11  Additional
      Insured

     

    .
      Seller
      shall have received written confirmation that Lessee has agreed to name Seller
      as an additional insured on the applicable third party legal liability insurance
      with respect to the Aircraft for a period of two years after the Delivery
      Date.

     

    4.12  Transfer
      of Interest

     

    .
      Purchaser shall have taken any other action reasonably requested by Seller
      in
      order to transfer the Aircraft and Lease to Purchaser.

     

     

    SECTION
      5.  Conditions
      Precedent to the Obligations of Purchaser

     

    .
      The
      obligations of Purchaser to purchase the Aircraft and the Lease from Seller
      at
      the Delivery Time are subject to the satisfaction of the following
      conditions:

     

    5.1  Purchase
      Documents

     

    .
      Each of
      the parties to the Purchase Documents other than Seller shall have executed
      and
      delivered the Purchase Documents.

     

    5.2  Transfer
      Documents

     

    .
      (a) 
      The Lease and each other Transaction Document shall be in full force and effect
      and shall have been delivered to Purchaser pursuant to Section 6.8, and no
      Event of Default shall have occurred under the Lease.

     

    (b)  The
      Aircraft Documents in the possession of Seller shall have been delivered to
      Purchaser.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    (c)  The
      Seller shall have tendered the Warranty Bill of Sale.

     

    (d)  The
      Net
      Purchase Payment shall be based on (i) the Lease Deposit and interest
      accrued thereon to the Delivery Date and (ii) the Total Reserves in the
      amount set forth on  Schedule
      2
      to this
      Agreement. 

     

    5.3  Due
      Authorization, Execution and Delivery

     

    .
      Purchaser shall have received from Seller authorizing documents reasonably
      satisfactory to Purchaser evidencing that each of the signatories executing
      the
      Purchase Documents for and on behalf of Seller has the authority to do
      so.

     

    5.4  Representations
      and Warranties

     

    .
      The
      representations and warranties of Seller contained in the Purchase Documents
      shall be true and correct as of the Delivery Time with the same force and effect
      as though made on and as of the Delivery Time.

     

    5.5  Illegality

     

    .
      At the
      Delivery Time, no change shall have occurred after the date of this Agreement
      in
      any law that would make it illegal for Seller or Purchaser to perform any of
      its
      obligations under any Purchase Document to which it is a party and any other
      documents or agreements to be entered into pursuant to the Purchase
      Documents.

     

    5.6  Event
      of Loss

     

    .
      At the
      Delivery Time, there shall not exist an Event of Loss or an event that, with
      the
      passage of time or the making of any determination, would constitute an Event
      of
      Loss with respect to the Aircraft.

     

    5.7  Transfer
      Taxes

     

    .
      Purchaser shall be satisfied that the Aircraft is, at the Delivery Time, located
      in a jurisdiction such that no Transfer Tax will be imposed with respect to
      the
      transactions contemplated by this Agreement, and Purchaser shall have received
      from Lessee confirmation of the Aircraft’s location at the Delivery
      Time.

     

    5.8  Opinions

     

    .
      Purchaser shall have received an opinion, dated the Delivery Date, from Special
      Uruguayan Counsel addressed to Purchaser and Seller with respect to such matters
      and to such effect as Purchaser and Seller shall reasonably
      request.

     

    5.9  Lease
      Requirements

     

    .
      Lessee
      shall have executed and delivered to Purchaser the following: (a) the
      Lessee Acknowledgement, including the certification described in
      Section 14.2.c.ii of the Lease, (b) the certificate of insurance and
      broker’s letter described in Section 14.2.c.iii of the Lease, (c) the
      opinion of counsel described in Section 14.2.c.iv of the Lease and (d) the
      Fourth Amendment to Lease, and Lessee shall have complied with its other
      obligations under Section 14.2 of the Lease.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    5.10  Aircraft
      Condition

     

    .
      At the
      Delivery Time, the Aircraft shall be (a) in substantially the same or
      better condition that it was on the Due Diligence Inspection Date, ordinary
      wear
      and tear excepted, and (b) in compliance with the requirements of the
      Lease.

     

    5.11  Uruguayan
      Filings

     

    .
      Seller
      shall have taken such actions as are reasonably required in order to effect
      the
      Uruguayan Filings.

     

    5.12  Transfer
      of Interest

     

    .
      Seller
      shall have taken any other action reasonably requested by Purchaser in order
      to
      transfer the Aircraft and the Lease to Purchaser.

     

     

    SECTION
      6.  Representations
      and Warranties of PLM and Seller

     

    .
      PLM, in
      its individual capacity, as to its own representations in Sections 6.1, 6.2,
      6.6, 6.7, 6.8, 6.10 and 6.11 only, and as Seller, each as to itself only,
      represents and warrants to Purchaser that the following statements are on the
      date of this Agreement, and at the Delivery Time will be, true and
      accurate:

     

    6.1  Organization
      and Power

     

    .
      PLM is
      duly organized and validly existing in good standing under the laws of its
      jurisdiction of organization and has the requisite power and authority to enter
      into and perform the transactions contemplated by the Purchase Documents to
      which it is a party, whether individually or as Seller.

     

    6.2  Due
      Authorization

     

    .
      The
      execution, delivery and performance by Seller of this Agreement and the other
      Purchase Documents have been duly authorized by all necessary trust action
      on
      the part of PLM, if any, do not require any approval of the shareholders of
      PLM
      (or if such approval is required, such approval has been obtained) or approval
      of any trustee or holder of any indebtedness or obligations of PLM or Seller,
      and do not and will not contravene the charter or by laws of PLM or any current
      law, governmental rule, regulation, judgment or order binding on PLM or Seller
      or contravene or result in a breach of, or constitute a default under any
      indenture, mortgage, contract or other agreement to which PLM or Seller is
      a
      party or by which PLM or Seller or the property of either of them may be bound
      or affected. 

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    6.3  Enforceability

     

    .
      Each of
      the Purchase Documents to which it is a party has been duly executed and
      delivered by Seller and constitutes the legal, valid and binding obligation
      of
      Seller, enforceable against Seller in accordance with its terms, except as
      such
      enforceability may be limited by applicable bankruptcy, insolvency or other
      laws
      affecting creditors’ rights in general and principles of equity.

     

    6.4  Seller
      Consents

     

    .
      Assuming the accuracy of the representations and warranties of Purchaser herein
      and in the Assignment Agreement, each consent of any Person (other than Lessee)
      required to be obtained by Seller to authorize, or required by Seller in
      connection with the execution, delivery or performance by Seller of the Purchase
      Documents to which it is a party has been obtained and is in full force and
      effect (or will be obtained and in full force and effect prior to the Delivery
      Time), and there is no default by Seller in the observance or performance of
      any
      of the conditions and restrictions (if any) imposed on or in connection with
      such consent.

     

    6.5  Non-Contravention

     

    .
      The
      execution, delivery and performance by Seller of the Purchase Documents to
      which
      it is a party will not (i) conflict with, or result in any material breach
      of any of the terms of, or constitute a default under any agreement or document
      to which it is a party or by which it or any of its property or assets may
      be
      bound; or (ii) contravene or conflict with the provisions of its
      organizational documents. Assuming the accuracy of the representations and
      fulfillment of the covenants of Purchaser set forth herein and in the Assignment
      Agreement, the transfer of the Aircraft and the Lease to Purchaser will not
      violate any provision of any Applicable Law.

     

    6.6  No
      Litigation

     

    .
      No
      action or proceeding is pending, has been instituted or, to the actual knowledge
      of PLM or Seller, is threatened, before any court or Governmental Body, and
      no
      order, judgment or decree has been issued or, to the actual knowledge of PLM
      or
      Seller, is threatened, by any court or Governmental Body that would materially
      adversely affect the ability of Seller to complete and consummate its
      obligations contemplated by the Purchase Documents to which it is a
      party.

     

    6.7  No
      Registration

     

    .
      Neither
      the execution, delivery and performance by the Seller, nor the performance
      by
      PLM or Seller of their respective obligations under, the Purchase Documents
      requires the consent, approval, order or authorization of, the giving of notice
      to, the registration with or the taking of any other action in respect of any
      Governmental Body, other than the Uruguayan Filings.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    6.8  Transaction
      Documents

     

    .
      Set
      forth on Schedule
      3
      is a
      true, accurate and complete list, as currently amended, modified and
      supplemented, of all documents, agreements and instruments that create or confer
      any benefits or rights or impose any obligations in connection with the Aircraft
      or the Lease to which Seller is a party (the “Transaction
      Documents”).
      Seller has provided Purchaser with originals, where available, and otherwise
      true and complete copies of such Transaction Documents, as so amended, modified
      and supplemented. Each of the Transaction Documents is in full force and effect
      with respect to Seller and, to the actual knowledge of PLM and Seller, with
      respect to Lessee, and Seller has performed all obligations required to be
      performed by it on or prior to the date hereof under the Transaction Documents
      to which it is a party. Seller is not in breach of any of its representations,
      warranties or covenants contained in any of the Transaction Documents. Seller
      has received no notice of any Default or Event of Default (as such terms are
      defined in the Lease), and has no actual knowledge of any such Default or Event
      of Default. To PLM’s and Seller’s actual knowledge there are no set-offs,
      defenses or counterclaims available against amounts owed to Seller under the
      Transaction Documents.

     

    6.9  Title

     

    .
      Legal
      title to the Aircraft is held by Seller and at the Delivery Time, the Aircraft
      and the Lease are free and clear of any and all Liens, other than the Lien
      of
      the Trust Agreement and the Lease, any Permitted Liens (as defined in the
      Lease), and any Liens created by, through, under or in favor of Purchaser or
      Beneficiary. Seller has not transferred or assigned any of its interest in
      the
      Transaction Documents to which it is a party, except for such transfers and
      assignments required in connection with any Liens created by, through, under
      or
      in favor of Purchaser or Beneficiary.

     

    6.10  No
      Event of Loss or Damage

     

    .
      Neither
      PLM nor Seller has actual knowledge that an Event of Loss or an event that,
      with
      lapse of time or the making of a determination or both, might become an Event
      of
      Loss has occurred. Neither PLM nor Seller has actual knowledge of any accident
      or physical damage to the Airframe or Engines.

     

    6.11  No
      Assignment

     

    .
      As of
      the date of this Agreement, Seller has not consented to any assignment by the
      Lessee of its rights and/or obligations under the Operative Documents or any
      sublease or transfer of possession of the Aircraft, and to PLM’s or Seller’s
      actual knowledge no such assignment, sublease or transfer of possession has
      occurred. Neither PLM nor Seller has actual knowledge, of (i) Lessee’s
      intention to sublease the Aircraft or (ii) Lessee taking any action or
      having any intention to change the country of registration of the
      Aircraft.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    6.12  Lease
      Information

     

    .
      (a)  Seller
      confirms that

     

    (i)  pursuant
      to the terms of the Lease, Basic Rent during the Term (as such term is defined
      in the Lease) is payable monthly in advance on the 11th day of each calendar
      month in the amount of US$128,061, the Expiry Date (as such term is defined
      in
      the Lease) of the Lease is April 15, 2008 and Seller has not exercised its
      option under the Lease to extend the term of the Lease to April 15,
      2009,

     

    (ii)  no
      Basic
      Rent which is payable on any date subsequent to the date hereof has been prepaid
      in whole or in part,

     

    (iii)  Seller
      has provided to Purchaser a copy of any reports of Lessee to the extent provided
      to Seller by Lessee pursuant to Section 8.2.b.ii (for the fiscal years
      ending June, 2004 and June, 2005 only), 8.2.f (to the extent reasonably
      available from the inception of the Lease but including all reports for 2006)
      and 8.2.g of the Lease,

     

    (iv)  Seller
      holds a Deposit (as defined in the Lease) of $310,000 under the Lease and
      accrued interest on such deposit through the date hereof is $35,027.22, for
      an
      aggregate cash deposit of $345,027.22 (the “Lease
      Deposit”),
      which
      amount shall increase by $43.42 each day that lapses after the date
      hereof,

     

    (v)  Lessee
      has paid Maintenance Reserves at the rates set forth in Schedule 7 to the Lease
      for operation of the Aircraft through November 30, 2006 and the amounts of
      the Maintenance Reserves as of the date hereof are set forth in Schedule
      2,

     

    (vi)  there
      are
      no pending claims by Lessee for reimbursement from Maintenance Reserves and
      Seller has paid in full all prior claims for reimbursements from Maintenance
      Reserves,

     

    (vii)  Lessee
      is
      not, under Schedule 7 to the Lease, in arrears in respect of any payments of
      “Engine Refurbishment Reserves” (as defined therein) as a result of the hour to
      cycle ratio of an Engine being less than 1.0:1 in any prior year, and, with
      respect to 2006, the hour-to-cycle ratio of each Engine for the period through
      November 30, 2006 is between 1.02:1 and 1.3:1,

     

    (viii)  the
      aggregate amounts of the individual Maintenance Reserves paid by Lessee net
      of
      all claims for reimbursements from such Maintenance Reserves through the date
      hereof are set forth on Schedule
      2
      to this
      Agreement,

     

    (ix)  there
      are
      no pending requests by Lessee for a Lessor Contribution (as defined in the
      Lease) pursuant to Section 7.6 of the Lease and Seller does not have any
      actual knowledge of any FAA airworthiness directive in respect of the Aircraft
      that would result in a claim for a Lessor Contribution,

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    (x)  Seller,
      as lessor under the Lease, has the right to extend the Expiry Date by one year,
      as provided in the Third Amendment to Lease Agreement, dated June 24, 2005,
      between Seller and Lessee, and

     

    (xi)  the
      Lease
      has not been amended, modified or supplemented other than pursuant to the
      Transaction Documents.

     

    (b)  Seller
      has no reason to believe that any of the Aircraft specifications or other
      technical information it has provided to Purchaser is false or incorrect correct
      in any material respect.

     

    6.13  Tax
      Indemnification

     

    .
      To
      PLM’s and Seller’s actual knowledge there has not occurred any event that would
      give rise to a tax indemnification obligation of Lessee for which Seller would
      have a claim, whether such obligation is imposed upon Lessee in the Lease or
      in
      any other document entered into by Lessee in connection with the transactions
      contemplated by the Lease.

     

    6.14  Compliance

     

    .
      Assuming the accuracy of the representations and warranties of Purchaser set
      forth herein and in the Assignment Agreement, the transfer of Seller’s interest
      in the Aircraft and the Lease to Purchaser contemplated hereby complies with
      the
      terms of the Transaction Documents (subject to satisfying the conditions set
      forth in Section 14.2 of the Lease).

     

     

    SECTION
      7.  Representations
      and Warranties of WFB and Purchaser

     

    .
      WFB, in
      its individual capacity and as Purchaser, each as to itself only, represents
      and
      warrants to Seller that the following statements are on the date of this
      Agreement, and at the Delivery Time will be, true and accurate:

     

    7.1  Organization
      and Power

     

    .
      WFB is
      duly organized and validly existing in good standing under the laws of the
      United States of America and has the requisite power and authority to enter
      into
      and perform the transactions contemplated by the Purchase Documents to which
      it
      is a party, whether individually or as Purchaser.

     

    7.2  Due
      Authorization

     

    .
      The
      execution, delivery and performance by Purchaser of this Agreement and the
      other
      Purchase Documents have been duly authorized by all necessary trust action
      on
      the part of WFB, do not require any approval of the shareholders of WFB (or
      if
      such approval is required, such approval has been obtained) or approval of
      any
      trustee or holder of any indebtedness or obligations of WFB or Purchaser, and
      do
      not and will not contravene the charter or by laws of WFB or any current law,
      governmental rule, regulation, judgment or order of the State of Utah or of
      the
      United States of America governing WFB’s or Purchaser’s banking and trust powers
      or contravene or result in a breach of, or constitute a default under any
      indenture, mortgage, contract or other agreement to which WFB or Purchaser
      is a
      party or by which WFB or Purchaser or the property of either of them may be
      bound or affected

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    7.3  Enforceability

     

    .
      Each of
      the Purchase Documents to which it is a party has been duly executed and
      delivered by Purchaser and constitutes the legal, valid and binding obligation
      of Purchaser, enforceable against Purchaser in accordance with its terms, except
      as such enforceability may be limited by applicable bankruptcy, insolvency
      or
      other laws affecting creditors’ rights in general and principles of
      equity.

     

    7.4  Purchaser
      Consents

     

    .
      Assuming the accuracy of the representations and warranties of Seller herein
      and
      in the Assignment Agreement, each consent of any Person (other than Lessee)
      required to be obtained by Purchaser to authorize, or required by Purchaser
      in
      connection with the execution, delivery or performance by Purchaser of the
      Purchase Documents to which it is a party has been obtained and is in full
      force
      and effect (or will be obtained and be in full force and effect prior to the
      Delivery Time), and there is no default by Purchaser in the observance or
      performance of any of the conditions and restrictions (if any) imposed on or
      in
      connection with such consent.

     

    7.5  Non-Contravention

     

    .
      The
      execution, delivery and performance by Purchaser of the Purchase Documents
      to
      which it is a party will not (i) conflict with, or result in any material
      breach of any of the terms of, or constitute a default under any agreement
      or
      document to which it is a party or by which it or any of its property or assets
      may be bound; or (ii) contravene or conflict with the provisions of its
      organizational documents. Assuming the accuracy of the representations and
      fulfillment of the covenants of Seller set forth herein and in the Assignment
      Agreement, the transfer of the Aircraft and the Lease to Purchaser will not
      violate any law of the State of Utah or of the United States of America
      governing Purchaser’s banking and trust powers.

     

    7.6  No
      Litigation

     

    .
      No
      action or proceeding is pending, has been instituted or, to the actual knowledge
      of WFB or Purchaser, is threatened, before any court or Governmental Body,
      and
      no order, judgment or decree has been issued or, to the actual knowledge of
      WFB
      or Purchaser, is threatened, by any court or Governmental Body that would
      materially adversely affect the ability of Purchaser to complete and consummate
      its obligations contemplated by the Purchase Documents to which it is a
      party.

     

    7.7  No
      Registration

     

    .
      Neither
      the execution, delivery and performance by Seller of, nor the performance by
      WFB
      or Seller of their respective obligations under, the Purchase Documents requires
      the consent, approval, order or authorization of, the giving of notice to,
      the
      registration with or the taking of any other action in respect of any
      Governmental Body, other than the Uruguayan Filings.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    SECTION
      8.  Notices

     

    .
      Seller
      hereby covenants and agrees promptly to forward to Purchaser any notice it
      receives from any party under the Transaction Documents (other than Purchaser)
      pursuant to and in accordance with this Agreement. Purchaser hereby covenants
      and agrees promptly to forward to Seller any notice either of them receives
      from
      any party to the Transaction Documents (other than Seller) pursuant to and
      in
      accordance with this Agreement related to the rights expressly reserved pursuant
      to this Agreement or the Assignment Agreement.

     

    SECTION
      9.  Further
      Assurances

     

    .
      Each of
      the Seller and Purchaser agrees, upon the reasonable request of the other party,
      at any time and from time to time, promptly to execute and deliver all such
      further documents, and promptly to take and forbear from all such action, as
      may
      be reasonably necessary or appropriate in order more effectively to confirm
      or
      carry out the provisions of the Purchase Documents and the other documents
      entered into in connection therewith or to permit such party to enforce the
      rights and benefits assigned to it or retained by it thereunder.

     

    SECTION
      10.  Indemnification.

     

    10.1  Indemnification
      for Breach

     

    .
      Seller,
      on the one hand, and Purchaser, on the other hand, agree to indemnify, on an
      after-tax basis, defend and hold harmless the other and any of the other’s
      officers, agents, directors and employees from and against any and all claims
      (whether fraudulent, groundless, false or not), liabilities (including, without
      limitation, absolute liability in tort), demands, suits, settlements,
      obligations, damages, actions, losses and judgments, costs, disbursements,
      fines, penalties and expenses (including, but not limited to, any reasonable
      legal, accounting or investigative fees) of whatsoever kind or nature
      (collectively, “Losses”)
      that
      result from (a) the untruthfulness of such indemnifying party’s
      representations or warranties in this Agreement or any other Purchase Document
      or in any certificate delivered by such indemnifying party pursuant to this
      Agreement or (b) the breach by such indemnifying party of any of its
      covenants or agreements contained in this Agreement or any other Purchase
      Document.

     

    10.2  Indemnification
      Under the Transaction Documents

     

    .
      Seller,
      on the one hand, and Purchaser, on the other hand, acknowledge that, in the
      Transaction Documents, the owner of the Aircraft may be indemnified and insured
      for various liabilities. Seller, on the one hand, and Purchaser, on the other
      hand, agree that (as between them) each party hereto shall be entitled to
      enforce and collect such indemnities and insurance directly from the indemnitor
      or insurer to the extent arising from a loss suffered by such party because
      of
      its interest, or prior interest, as the case may be, as owner of the Aircraft.
      If Seller is prohibited from enforcing any such indemnities or insurance for
      its
      benefit, Purchaser agrees that it will take (at Seller’s expense), to the extent
      it can lawfully do so, any reasonable steps requested by Seller to enforce
      such
      indemnities or insurance on Seller’s behalf and pay to Seller any amount thereby
      realized (to the extent such amount relates to a loss sustained by Seller and
      not a reimbursement for a loss sustained by Purchaser); provided,
      that
      Purchaser shall have no duty to take any action that would be materially adverse
      to its interests, including declaring an “Event
      of Default”
under
      the Lease. If Purchaser is prohibited from enforcing any such indemnities or
      insurance for its benefit, Seller agrees that it will take (at Purchaser’s
      expense), to the extent it can lawfully do so, any reasonable steps requested
      by
      Purchaser to enforce such indemnities or insurance on Purchaser’s behalf and pay
      to Purchaser any amount thereby realized (to the extent such amount relates
      to a
      loss sustained by Purchaser and not a reimbursement for a loss sustained by
      any
      of the Seller); provided,
      that
      Seller shall not have any duty to take any action that would be materially
      adverse to its interests. If Seller, on the one hand, or Purchaser, on the
      other
      hand, is unable to enforce any such indemnities or insurance for its benefit
      as
      a result of information needed from the other party, the other party agrees
      that
      it will take any reasonable steps or cause its Affiliates to take any reasonable
      steps (in each case at the requesting party’s expense) requested by Seller, on
      the one hand, and Purchaser, on the other hand, as the case may be, to provide
      such information to the other party.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    10.3  Seller’s
      Indemnity

     

    .
      (a)  Seller
      hereby covenants, and agrees to indemnify, protect, defend, save and keep
      harmless Purchaser, on an after-tax basis, from and against any and all Losses
      which may at any time or from time to time be imposed upon, incurred by or
      asserted against Purchaser or any of its Affiliates, agents, servants,
      representatives, directors or officers in any way relating to, resulting from
      or
      arising out of: (i) any failure by Seller to have observed or performed any
      of its obligations under or in connection with the Transaction Documents; or
      (ii) Seller’s interest in the Aircraft and the Lease, in each case to the
      extent attributable to the period prior to the Delivery Time.

     

    (b)  Seller
      hereby covenants and agrees to indemnify, protect, defend, save and keep
      harmless Purchaser, on an after-tax basis, from and against any and all Taxes
      which at any time or from time to time may be imposed on or with respect to,
      or
      asserted against, Seller’s interest in the Aircraft or any part thereof or any
      interest therein, on Purchaser, by any federal, state, local or foreign
      government or taxing authority in connection with or relating to this Agreement,
      the Assignment Agreement, Seller’s interest in the Aircraft and the Transaction
      Documents, and which are attributable to the period prior to the Delivery Time,
      or to acts, omissions, events or occurrences prior to the Delivery
      Time.

     

    10.4  Purchaser’s
      Indemnity

     

    .
      (a) 
      Purchaser hereby covenants, and agrees to indemnify, protect, defend, save
      and
      keep harmless Seller, on an after-tax basis, from and against any and all Losses
      which may at any time or from time to time be imposed upon, incurred by or
      asserted against Seller or any of its Affiliates, agents, servants,
      representatives, directors or officers in any way relating to, resulting from
      or
      arising out of: (i) any failure by Purchaser to have observed or performed
      any of its obligations under or in connection with the Transaction Documents;
      or
      (ii) Purchaser’s interest in the Aircraft and the Lease, in each case to
      the extent attributable to the period after the Delivery Time.

     

    (b)  Purchaser
      hereby covenants and agrees to indemnity, protect, defend, save and keep
      harmless Seller, on an after-tax basis, from and against any and all Taxes
      which
      at any time or from time to time may be imposed on or with respect to, or
      asserted against the Aircraft or any part thereof or any interest therein,
      on
      Seller, by any federal, state, local or foreign government or taxing authority
      in connection with or relating to this Agreement, the Assignment Agreement,
      the
      Aircraft and the Transaction Documents, and which are attributable to the period
      after the Delivery Time, or to acts, omissions, events or occurrences after
      the
      Delivery Time.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    SECTION
      11.  Notices.

     

    11.1  Address
      for Notices

     

    .
      All
      notices required under the Purchase Documents shall be in writing and in
      English, and shall be given or made in person, by internationally recognized
      courier service or by telefax to Seller or Purchaser at their respective
      addresses and telefax numbers as follows:

    

      
        	
                (a)

              	
                if
                  to Purchaser:

              	
                Wells
                  Fargo Bank Northwest, National Association

              
	 	 	
                MAC
                  U1228-120

              
	 	 	
                299
                  South Main Street

              
	 	 	
                Salt
                  Lake City, UT 84111

              
	 	 	
                Attention: Michael
                  Hoggan

              
	 	 	
                Telephone: +1-801-246-5053

              
	 	 	
                Telefax: +1-801-246-2755

              
	 	 	 
	 	 	
                with
                  a copy to:

              
	 	 	 
	 	 	
                DB
                  Equipment Leasing, Inc.

              
	 	 	
                60
                  Wall Street

              
	 	 	
                New
                  York, New York 10005

              
	 	 	
                Attn:
                  Roman Danilov

              
	 	 	
                Telecopy:
                  (917) 488-5232

              
	 	 	 
	
                (b)

              	
                if
                  to Seller:

              	
                PLM
                  Financial Services, Inc.

              
	 	 	
                465
                  Lexington Avenue, 67th
                  Floor

              
	 	 	
                New
                  York, NY 10174

              
	 	 	
                Attention: Richard
                  Brock

              
	 	 	
                Telephone: +1-212-682-3344

              
	 	 	
                Telefax: +1-212-682-3464

              


      

    

    
       

    

    11.2  Effectiveness
      of Notice

     

    .
      Every
      notice or demand shall be deemed to have been received (i) in the case of a
      notice sent by recognized overnight international courier, when actually
      delivered to Seller or Purchaser at its address set out in Section 11.1 or
      as of the date on which receipt of such notice is refused or the courier advises
      that such notice is not deliverable at the address set out in Section 11.1
      with respect to Seller or Purchaser, as the case may be, and (ii) in the
      case of a telefax, at the time of receipt by the sender of a transmission report
      indicating that all pages of the telefax transmission were properly transmitted
      (unless the recipient notifies the sender promptly, or if received after
      5:30 p.m. local time, by no later than 10:00 a.m. local time the
      following Business Day, that the transmission was incomplete or illegible,
      in
      which case the telefax shall be deemed to have been received at the time of
      receipt by the sender of a further clear transmission report on retransmitting
      the telefax) so long as the relevant telefax transmission (or retransmission,
      as
      the case may be) was transmitted to the receiver between 9:00 a.m. and
      5:30 p.m. local time at the place of receipt, and if it was transmitted
      other than between 9:00 a.m. and 5:30 p.m. local time then it shall be
      deemed to have been received at 9:00 a.m. local time on the succeeding
      Business Day.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    11.3  Change
      of Address

     

    .
      Seller
      or Purchaser may change its address, telefax number or the address or party
      to
      whom copies of notices shall be sent by giving notice to the other in accordance
      with this Section 11.

     

    SECTION
      12.  Expenses

     

    .
      Each of
      the Seller and Purchaser shall bear its own expenses incurred in connection
      with
      the Purchase Documents and the transactions contemplated by the Purchase
      Documents. Seller shall pay all costs and expenses of Lessee, including all
      fees
      and disbursements of any counsel retained by Lessee, incurred in connection
      with
      the transfer of the Aircraft and Lease to Purchaser contemplated by the Purchase
      Documents. 

     

    SECTION
      13.  Brokers

     

    .
      Each of
      the Seller and Purchaser hereby represents and warrants to the other that it
      has
      not paid, agreed to pay or caused to be paid directly or indirectly in any
      form,
      any commission, percentage, contingent fee, brokerage or other similar payments
      of any kind, in connection with the establishment or operation of this
      Agreement, to any Person (other than fees payable by each party to its
      respective legal advisers and any fees payable by Seller to Sigma Aircraft
      Management LLC, for which Seller shall be solely responsible). Each of the
      Seller and the Purchaser hereby agrees to indemnify and hold the other harmless
      from and against any and all claims, suits, damages, costs and expenses
      (including, but not limited to reasonable attorneys’ fees) asserted by any
      agent, broker or other third party for any commission or compensation of any
      nature whatsoever based upon this Agreement or the Purchase Documents or the
      Aircraft and Lease, if such claim, suit, damage, cost or expense arises out
      of
      any breach by the indemnifying party, its employees or agents of the
      representation of such indemnifying party set forth in this Section 13 or
      out of any claim for such commission or compensation made by any Person against
      or through such indemnifying party.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    SECTION
      14.  Confidentiality

     

    .
      Neither
      Purchaser or Seller will disclose, directly or indirectly, the economic terms
      and conditions of this Agreement and the transactions related hereto and each
      will use all reasonable efforts to have all such economic terms and conditions
      kept confidential and not used in any way known to such party to be potentially
      detrimental to any other party; provided, that (a) each party may use,
      retain and disclose any such information to its counsel and public accountants,
      any potential transferees and any Governmental Body requesting such disclosure;
      provided that such counsel, public accountants and potential transferees shall
      be advised to keep such information confidential, (b) each party may use,
      retain and disclose any such information which has been publicly disclosed
      (other than by such party or any Affiliate thereof in breach of this
      Section 14), (c) to the extent that such party or any Affiliate
      thereof may have received a subpoena or other written demand under color of
      legal right for such information, such party or Affiliate may disclose such
      information, but such party shall first, as soon as practicable upon receipt
      of
      such demand, furnish a copy thereof to the other party and afford the other
      party reasonable opportunity to obtain a protective order or other reasonably
      satisfactory assurance of confidential treatment for the information to the
      extent necessary to enforce its rights against the other party pursuant to
      this
      Agreement. Upon completion of the transaction, either party can issue a press
      release announcing the sale without disclosing any of the economic details
      of
      the transaction, and one or both of Seller’s owners may file SEC Form 8-K in
      connection with the transactions contemplated by this Agreement.

     

    SECTION
      15.  Miscellaneous.

     

    15.1  Construction

     

    .
      This
      Agreement shall, pursuant to Section 5-1401 of the New York General
      Obligations Law, be governed by and construed in accordance with the laws of
      the
      State of New York.

     

    15.2  Jurisdiction

     

    .
      Each of
      the Seller and Purchaser hereby expressly submits to the non exclusive
      jurisdiction of the United States District Court for the Southern District
      of
      New York and of the New York Supreme Court, New York County, in each case
      located in the Borough of Manhattan (the “Agreed
      Courts”).
      Final
      judgment against Seller or Purchaser rendered by any Agreed Court in any suit
      shall be conclusive and may be enforced in any other jurisdiction by suit on
      a
      judgment, a certified or true copy of which shall be conclusive evidence of
      the
      facts and of the amount of any indebtedness or liability of such
      party.

     

    15.3  Waiver
      of Objection to Venue

     

    .
      Each of
      the Seller and Purchaser irrevocably waives any objection which it may now
      or
      hereafter have to the laying of venue of any suit, action or proceeding brought
      in any Agreed Court and further irrevocably waives any claim that any such
      suit,
      action or proceeding brought in any Agreed Court has been brought in an
      inconvenient forum.

     

    15.4  Waiver
      of Jury Trial

     

    .
      Each of
      the Seller and Purchaser hereby waives trial by jury in any judicial proceeding
      to which they are parties involving, directly or indirectly, any matter arising
      out of or relating to the Purchase Documents.

     

    15.5  Service
      of Process by Mail

     

    .
      Without
      prejudice to any other mode of service, each of Seller and Purchaser consents
      to
      the service of process relating to any proceedings involving, directly or
      indirectly, any matter arising out of or relating to the Purchase Documents
      by
      U.S. Postal Service registered mail (prepaid, return receipt requested) of
      a
      copy of the process to the address for Seller or Purchaser, as the case may
      be,
      set forth in Section 11.1.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    15.6  Successors
      and Assigns

     

    .
      This
      Agreement shall be binding upon and shall inure to the benefit of Seller and
      Purchaser and their respective successors and permitted assigns. Neither Seller
      or Purchaser may assign its rights or obligations under this Agreement in whole
      or in part without the prior written consent of the other parties, which consent
      shall not be unreasonably withheld.

     

    15.7  Modification,
      Amendments, Entire Agreement

     

    .
      The
      Purchase Documents and their schedules and exhibits embody the entire agreement
      and understanding of Seller and Purchaser. This Agreement shall not be modified
      or amended except in writing signed by Seller and Purchaser and, as of the
      date
      first above written, terminates and supersedes all prior or independent
      agreements and understandings between Seller and Purchaser covering the same
      subject matter.

     

    15.8  Third
      Party Beneficiaries; Survival

     

    .
      This
      Agreement is intended for the sole and exclusive benefit of the parties hereto
      and does not create or confer any right or benefit to any person not a party
      hereto. All representations, warranties, indemnities and agreements of Seller
      and Purchaser under this Agreement shall survive the sale of the Aircraft on
      the
      Delivery Date

     

    15.9  Counterparts

     

    .
      This
      Agreement may be executed in counterparts, each of which shall constitute an
      original document. 

     

    15.10  Trustees

     

    .
      It is
      understood and agreed that, except as otherwise expressly provided herein or
      in
      any other Purchase Document or Transaction Document, each of PLM and WFB is
      entering into this Agreement solely in its capacity as trustee as provided
      in
      the applicable trust agreement and not in its individual capacity and in no
      case
      whatsoever will either PLM or WFB be liable or accountable in its individual
      capacity for any of the statements, representations, warranties, agreements
      or
      obligations of Seller or Purchaser, respectively, hereunder, or for any loss
      in
      respect thereof, as to all of which all interested parties agree to look solely
      to the applicable trust estate; provided that nothing in this Section 15.10
      shall be deemed to limit in scope or substance the personal liability of PLM
      or
      WFB (a) to the Owner Participants or the Beneficiary, respectively, as
      expressly set forth in the applicable trust agreement, (b) in respect of
      the representations, warranties and agreements of PLM or WFB expressly made
      in
      its individual capacity herein or in any other Purchase Document or Transaction
      Document to which it is a party, (c) for the consequences of its own gross
      negligence, willful misconduct and, in receiving, handling or remitting of
      funds
      only, its willful misconduct or simple negligence as a trustee, and
      (d) taxes, fees or other charges on, or based on, or measured by, any fees,
      commissions or compensation received by it in connection with the transactions
      contemplated by the Purchase Documents

     

    [signature
      page follows]

     

    


     


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    



    IN
      WITNESS WHEREOF, Seller and Purchaser have caused this AIRCRAFT PURCHASE
      AGREEMENT to be duly executed and delivered as of the day and year first written
      above.

     

    PLM
      FINANCIAL SERVICES, INC., not in its individual capacity but solely as owner
      trustee for the benefit of the Owner Participants 

    


    


    


    By:________________________________

    Name:

    Title:

    


    


    


    WELLS
      FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity
      but
      solely as owner trustee for the benefit of the Beneficiary

    


    


    


    By:________________________________

    Name:

    Title:

    


    



    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    



    SCHEDULE
      1

     

    PURCHASE
      PRICE

     

    


    
      	
              Delivery
                Date

            	
              Purchase
                Price

            	
              Rent
                Reduction

            	
              Int
                on Purch Price

            	
              Int
                on per diem rent

            
	
               

            	
               

            	
               

            	
              4%

            	
              4%

            
	
               

            	
              $8,200,000.00
                

            	
               

            	
               

            	
               

            
	
              15-Nov-06

            	
              $8,097,551.20
                

            	
              ($102,448.80)

            	
               

            	
               

            
	
              16-Nov-06

            	
              $8,098,461.84
                

            	
              ($102,448.80)

            	
              $911.11
                

            	
              ($0.47)

            
	
              17-Nov-06

            	
              $8,099,372.00
                

            	
              ($102,448.80)

            	
              $1,822.22
                

            	
              ($1.42)

            
	
              18-Nov-06

            	
              $8,100,281.69
                

            	
              ($102,448.80)

            	
              $2,733.33
                

            	
              ($2.85)

            
	
              19-Nov-06

            	
              $8,101,190.90
                

            	
              ($102,448.80)

            	
              $3,644.44
                

            	
              ($4.74)

            
	
              20-Nov-06

            	
              $8,102,099.64
                

            	
              ($102,448.80)

            	
              $4,555.56
                

            	
              ($7.11)

            
	
              21-Nov-06

            	
              $8,103,007.91
                

            	
              ($102,448.80)

            	
              $5,466.67
                

            	
              ($9.96)

            
	
              22-Nov-06

            	
              $8,103,915.70
                

            	
              ($102,448.80)

            	
              $6,377.78
                

            	
              ($13.28)

            
	
              23-Nov-06

            	
              $8,104,823.01
                

            	
              ($102,448.80)

            	
              $7,288.89
                

            	
              ($17.07)

            
	
              24-Nov-06

            	
              $8,105,729.86
                

            	
              ($102,448.80)

            	
              $8,200.00
                

            	
              ($21.34)

            
	
              25-Nov-06

            	
              $8,106,636.22
                

            	
              ($102,448.80)

            	
              $9,111.11
                

            	
              ($26.09)

            
	
              26-Nov-06

            	
              $8,107,542.12
                

            	
              ($102,448.80)

            	
              $10,022.22
                

            	
              ($31.30)

            
	
              27-Nov-06

            	
              $8,108,447.54
                

            	
              ($102,448.80)

            	
              $10,933.33
                

            	
              ($37.00)

            
	
              28-Nov-06

            	
              $8,109,352.48
                

            	
              ($102,448.80)

            	
              $11,844.44
                

            	
              ($43.16)

            
	
              29-Nov-06

            	
              $8,110,256.95
                

            	
              ($102,448.80)

            	
              $12,755.56
                

            	
              ($49.80)

            
	
              30-Nov-06

            	
              $8,111,160.95
                

            	
              ($102,448.80)

            	
              $13,666.67
                

            	
              ($56.92)

            
	
              1-Dec-06

            	
              $8,112,064.47
                

            	
              ($102,448.80)

            	
              $14,577.78
                

            	
              ($64.50)

            
	
              2-Dec-06

            	
              $8,112,967.52
                

            	
              ($102,448.80)

            	
              $15,488.89
                

            	
              ($72.57)

            
	
              3-Dec-06

            	
              $8,113,870.09
                

            	
              ($102,448.80)

            	
              $16,400.00
                

            	
              ($81.11)

            
	
              4-Dec-06

            	
              $8,114,772.19
                

            	
              ($102,448.80)

            	
              $17,311.11
                

            	
              ($90.12)

            
	
              5-Dec-06

            	
              $8,115,673.82
                

            	
              ($102,448.80)

            	
              $18,222.22
                

            	
              ($99.60)

            
	
              6-Dec-06

            	
              $8,116,574.97
                

            	
              ($102,448.80)

            	
              $19,133.33
                

            	
              ($109.56)

            
	
              7-Dec-06

            	
              $8,117,475.65
                

            	
              ($102,448.80)

            	
              $20,044.44
                

            	
              ($120.00)

            
	
              8-Dec-06

            	
              $8,118,375.85
                

            	
              ($102,448.80)

            	
              $20,955.56
                

            	
              ($130.91)

            
	
              9-Dec-06

            	
              $8,119,275.58
                

            	
              ($102,448.80)

            	
              $21,866.67
                

            	
              ($142.29)

            
	
              10-Dec-06

            	
              $8,120,174.83
                

            	
              ($102,448.80)

            	
              $22,777.78
                

            	
              ($154.15)

            
	
              11-Dec-06

            	
              $7,993,012.61
                

            	
              ($230,509.80)

            	
              $23,688.89
                

            	
              ($166.48)

            
	
              12-Dec-06

            	
              $7,993,910.91
                

            	
              ($230,509.80)

            	
              $24,600.00
                

            	
              ($179.29)

            
	
              13-Dec-06

            	
              $7,994,808.75
                

            	
              ($230,509.80)

            	
              $25,511.11
                

            	
              ($192.57)

            
	
              14-Dec-06

            	
              $7,995,706.10
                

            	
              ($230,509.80)

            	
              $26,422.22
                

            	
              ($206.32)

            
	
              15-Dec-06

            	
              $7,996,602.98
                

            	
              ($230,509.80)

            	
              $27,333.33
                

            	
              ($220.55)

            
	
              16-Dec-06

            	
              $7,997,499.39
                

            	
              ($230,509.80)

            	
              $28,244.44
                

            	
              ($235.25)

            
	
              17-Dec-06

            	
              $7,998,395.33
                

            	
              ($230,509.80)

            	
              $29,155.56
                

            	
              ($250.43)

            
	
              18-Dec-06

            	
              $7,999,290.78
                

            	
              ($230,509.80)

            	
              $30,066.67
                

            	
              ($266.08)

            
	
              19-Dec-06

            	
              $8,000,185.77
                

            	
              ($230,509.80)

            	
              $30,977.78
                

            	
              ($282.21)

            
	
              20-Dec-06

            	
              $8,001,080.28
                

            	
              ($230,509.80)

            	
              $31,888.89
                

            	
              ($298.81)

            
	
              21-Dec-06

            	
              $8,001,974.32
                

            	
              ($230,509.80)

            	
              $32,800.00
                

            	
              ($315.88)

            
	
              22-Dec-06

            	
              $8,002,867.88
                

            	
              ($230,509.80)

            	
              $33,711.11
                

            	
              ($333.43)

            
	
              23-Dec-06

            	
              $8,003,760.97
                

            	
              ($230,509.80)

            	
              $34,622.22
                

            	
              ($351.46)

            
	
              24-Dec-06

            	
              $8,004,653.58
                

            	
              ($230,509.80)

            	
              $35,533.33
                

            	
              ($369.95)

            
	
              25-Dec-06

            	
              $8,005,545.72
                

            	
              ($230,509.80)

            	
              $36,444.44
                

            	
              ($388.93)

            
	
              26-Dec-06

            	
              $8,006,437.38
                

            	
              ($230,509.80)

            	
              $37,355.56
                

            	
              ($408.37)

            
	
              27-Dec-06

            	
              $8,007,328.57
                

            	
              ($230,509.80)

            	
              $38,266.67
                

            	
              ($428.29)

            
	
              28-Dec-06

            	
              $8,008,219.29
                

            	
              ($230,509.80)

            	
              $39,177.78
                

            	
              ($448.69)

            
	
              29-Dec-06

            	
              $8,009,109.53
                

            	
              ($230,509.80)

            	
              $40,088.89
                

            	
              ($469.56)

            
	
              30-Dec-06

            	
              $8,009,999.30
                

            	
              ($230,509.80)

            	
              $41,000.00
                

            	
              ($490.90)

            
	
              31-Dec-06

            	
              $8,010,888.59
                

            	
              ($230,509.80)

            	
              $41,911.11
                

            	
              ($512.72)

            


    

    


    


    


    
      	
              Delivery
                Date:

            	
              26-Dec-06

            	
              27-Dec-06

            	
              28-Dec-06

            	
              29-Dec-06

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
              Purchase
                Price

            	
              $8,006,437.38
                

            	
              $8,007,328.57
                

            	
              $8,008,219.29
                

            	
              $8,009,109.53
                

            
	
               

            	 	 	
               

            	
               

            
	
              Less
                Purchase Deposit

            	
              ($100,000.00)

            	
              ($100,000.00)

            	
              ($100,000.00)

            	
              ($100,000.00)

            
	
               

            	 	 	
               

            	
               

            
	
              Adjusted
                Purchase Price

            	
              $7,906,437.38
                

            	
              $7,907,328.57
                

            	
              $7,908,219.29
                

            	
              $7,909,109.53
                

            
	
               

            	 	 	
               

            	
               

            
	
              Less
                Lease Deposit and Accrued Interest

            	
              ($345,287.74)

            	
              ($345,331.16)

            	
              ($345,374.58)

            	
              ($345,418.00)

            
	
              Less
                Total Reserves

            	
              ($1,937,069.39)

            	
              ($1,937,069.39)

            	
              ($1,937,069.39)

            	
              ($1,937,069.39)

            
	
               

            	 	 	
               

            	
               

            
	
              Net
                Purchase Payment (1)

            	
              $5,624,080.26
                

            	
              $5,624,928.03
                

            	
              $5,625,775.32
                

            	
              $5,626,622.15
                

            
	
               

            	 	 	
               

            	
               

            
	
              adjusted
                for Technical
                Holdback Amount..........

            	
              ($50,000.00)

            	
              ($50,000.00)

            	
              ($50,000.00)

            	
              ($50,000.00)

            
	
              adjusted
                for Withholding
                Tax Escrow..........

            	
              ($138,305.00)

            	
              ($138,305.00)

            	
              ($138,305.00)

            	
              ($138,305.00)

            
	
               

            	 	 	 	
               

            
	
              Net
                Closing Date Payment..........................

            	
              $5,435,775.26
                

            	
              $5,436,623.03
                

            	
              $5,437,470.32
                

            	
              $5,438,317.15
                

            


    

    


    (1)
      If
      the following “Technical Holdback Conditions” have not been satisfied by the
      Delivery Date, $50,000 (the “Technical
      Holdback Amount”)
      of the
      Net Purchase Payment will be held in escrow pending their resolution and the
      Purchase Price may be reduced by all or a portion of the Technical Holdback
      Amount if the Technical Holdback Conditions have not been satisfied by January
      15, 2007:

    


    1.  Hard
      time
      component listing for the Aircraft has been corrected to show the accurate
      overhaul status of landing gear components, as tracked in calendar and hourly
      intervals from the last overhauls, which were accomplished on 1 July 1998.
      

    


    2.  Inspection
      status report “informe de inspecciones” for the Aircraft has been corrected to
      show the last accomplished calendar date of D check, currently listed as
“unknown.”

    



    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    



    SCHEDULE
      2

     

    MAINTENANCE
      RESERVES

     

    Account
      Balances as of December 20, 2006

     

    
      	
              Account
                Balances as of Closing Date

            
	
               

            	
               

            	
               

            
	
              Sub-Accounts

            	
              Debit
                Balance

            	
              Credit
                Balance

            
	
              Airframe
                D-check

            	
              $907,301.88

            	
               

            
	
              ESN724644
                Refurbishment

            	
              $385,219.40

            	
               

            
	
              ESN724644
                LLPs

            	
              $316,888.83

            	
               

            
	
              ESN725657
                Refurbishment

            	
               

            	
              $714,510.44

            
	
              ESN725657
                LLPs

            	
              $785.00

            	
              $642,490.00

            
	
              APU

            	
              $160,742.24

            	
               

            
	
              Landing
                Gears

            	
              $166,132.04

            	
               

            
	
               

            	
               

            	
               

            
	
              TOTAL

            	
              $1,937,069.39

            	
              $1,357,000.44

            
	
               

            	
               

            	
               

            


    

    


    


    



    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    



    SCHEDULE
      3

     

    TRANSACTION
      DOCUMENTS

     

    
      	
              1.

            	
              Lease
                Agreement, dated December 6, 2001, between PLM Transportation Equipment
                Corporation, as predecessor to PLM Financial Services, Inc., not
                in its
                individual capacity but as owner trustee (“Lessor”)
                and Pluna - Lineas Aereas Uruguayas S.A. (“Lessee”)

            
	
              2.

            	
              Side
                Letter Number One to Lease Agreement, made as of December 27, 2001,
                between Lessor and Lessee

            
	
              3.

            	
              First
                Amendment to Lease Agreement, made as of January 15, 2002, between
                Lessor
                and Lessee

            
	
              4.

            	
              Side
                Letter Number Two to Lease Agreement, made as of July 11, 2002, between
                Lessor and Lessee

            
	
              5.

            	
              Second
                Amendment to Lease Agreement, made as of December 23, 2003, between
                Lessor
                and Lessee

            
	
              6.

            	
              Third
                Amendment to Lease Agreement, made as of June 24, 2005, between Lessor
                and
                Lessee

            
	
              7.

            	
              Letter
                dated February 16, 2003 to Lessee from Sigma Aircraft Management
                LLC, as
                agent for Lessor

            


    

    


     

    
      
        
        

      

      
        28