Exhibit 2.1   EXECUTION VERSION




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ARTICLE 1
    
    SUMMARY OF TRANSACTION
    
    
    21.1
    
    Description of Aircraft
    
    
    21.2
    
    Scheduled Sale Date of each Aircraft
    
    
    21.3
    
    Sale Price
    
    
    21.4
    
    Deposit
    
    
    21.5
    
    Country of Aircraft Registration
    
    
    21.6
    
    SELLERs Bank Account
    
    
    2ARTICLE 2
    
    DEFINITIONS
    
    
    32.1
    
    General Definitions
    
    
    32.2
    
    Specific Definitions
    
    
    8ARTICLE 3
    
    PLACE AND DATE OF SALE
    
    
    93.1
    
    Place of Sale
    
    
    93.2
    
    Scheduled Sale Date
    
    
    93.3
    
    Total Loss prior to Sale
    
    
    93.4
    
    Cancellation for Delay
    
    
    103.5
    
    Material Damage to Aircraft
    
    
    103.6
    
    Result of Termination
    
    
    10ARTICLE 4
    
    SALE PRICE, DEPOSIT AND OTHER PAYMENTS
    
    
    114.1
    
    Sale Price
    
    
    114.2
    
    Deposit
    
    
    114.3
    
    Payment of Balance
    
    
    124.4
    
    SELLERs and BUYERs Bank Account
    
    
    12ARTICLE 5
    
    CONDITION OF AIRCRAFT AT SALE
    
    
    145.1
    
    Condition at Sale
    
    
    145.2
    
    BUYER Inspection of Aircraft at Sale
    
    
    145.3
    
    Disclaimer
    
    
    145.4
    
    Deficiencies and Delays
    
    
    15ARTICLE 6
    
    BILL OF SALE AND OTHER DOCUMENTARY REQUIREMENTS
    
    
    166.1
    
    Conditions to BUYERs Obligations
    
    
    166.2
    
    Conditions to SELLERs Obligations
    
    
    196.3
    
    At Closing
    
    
    20




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6.4
    
    After Closing
    
    
    216.5
    
    Agreement to Complete the Sales Promptly
    
    
    21ARTICLE 7
    
    SELLER ASSIGNMENT OF RIGHTS AND WARRANTIES
    
    
    227.1
    
    Assignable Warranties
    
    
    227.2
    
    Non-Assignable Warranties
    
    
    227.3
    
    Aircraft Documentation
    
    
    22ARTICLE 8
    
    EXPENSES AND TAXES
    
    
    238.1
    
    Costs and Expenses of Sale
    
    
    238.2
    
    Taxes.
    
    
    238.3
    
    Timing of Payment
    
    
    248.4
    
    Contests
    
    
    248.5
    
    Refunds
    
    
    25ARTICLE 9
    
    INDEMNITIES
    
    
    269.1
    
    BUYERs General Indemnity
    
    
    269.2
    
    SELLERs General Indemnity
    
    
    269.3
    
    After-Tax Basis
    
    
    269.4
    
    Timing of Payment
    
    
    269.5
    
    Subrogation
    
    
    269.6
    
    Notice
    
    
    279.7
    
    Refunds
    
    
    279.8
    
    Defense of Claims
    
    
    279.9
    
    Other Indemnification
    
    
    279.10
    
    Exclusion of Taxes
    
    
    28ARTICLE 10
    
    INSURANCE
    
    
    2910.1
    
    Insurance
    
    
    29ARTICLE 11
    
    REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER
    
    
    3111.1
    
    Representations and Warranties
    
    
    3111.2
    
    Covenants
    
    
    32ARTICLE 12
    
    REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER
    
    
    3312.1
    
    Representations and Warranties
    
    
    3312.2
    
    Covenants
    
    
    34
 ii




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ARTICLE 13
    
    ASSIGNMENT
    
    
    3713.1
    
    Sale or Assignment by BUYER
    
    
    3713.2
    
    SELLER Cooperation
    
    
    3713.3
    
    Protections
    
    
    37ARTICLE 14
    
    NOTICES
    
    
    3814.1
    
    Manner of Sending Notices
    
    
    3814.2
    
    Notice Information
    
    
    38ARTICLE 15
    
    GOVERNING LAW AND JURISDICTION
    
    
    4015.1
    
    Governing Law and Jurisdiction
    
    
    4015.2
    
    Prevailing Party in Dispute
    
    
    4015.3
    
    Waiver
    
    
    40ARTICLE 16
    
    MISCELLANEOUS
    
    
    4116.1
    
    No Brokers
    
    
    4116.2
    
    Non-Solicitation
    
    
    4116.3
    
    Confidentiality
    
    
    4216.4
    
    Public Announcements
    
    
    4316.5
    
    Rights of Parties
    
    
    4316.6
    
    Further Assurances
    
    
    4416.7
    
    Use of Word including
    
    
    4416.8
    
    Headings
    
    
    4416.9
    
    Invalidity of any Provision
    
    
    4416.10
    
    Negotiation
    
    
    4416.11
    
    Time is of the Essence
    
    
    4416.12
    
    Amendments in Writing
    
    
    4416.13
    
    Counterparts
    
    
    4416.14
    
    Delivery of Documents by Fax or Email
    
    
    4416.15
    
    Entire Agreement
    
    
    44
 EXHIBIT A
    
    AIRCRAFT DESCRIPTIONEXHIBIT B
    
    TRANSACTION DOCUMENTSEXHIBIT C
    
    FORM OF ACCEPTANCE CERTIFICATEEXHIBIT D
    
    FORM OF WARRANTY BILL OF SALEEXHIBIT E
    
    FORM OF LEASE ASSIGNMENTEXHIBIT F
    
    SELLER REPRESENTATIONS AND
WARRANTIES WITH RESPECT TO AIRCRAFT
 iii




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EXHIBIT G
    
    FORMS OF ASSIGNMENTS OF WARRANTIESEXHIBIT H
    
    FORMS OF LEGAL OPINIONSEXHIBIT I
    
    CERTAIN AIRCRAFTEXHIBIT J
    
    FORM OF LETTER OF CREDITEXHIBIT K
    
    TRANSACTION DOCUMENT PROVISIONS AND REQUIRED AMENDMENTS
 iv




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AIRCRAFT SALE AGREEMENT
 THIS AIRCRAFT SALE AGREEMENT
 BETWEEN :
 MACQUARIE AEROSPACE LIMITED BUYER
 INTERNATIONAL LEASE FINANCE CORPORATION SELLER




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ARTICLE
1 SUMMARY OF TRANSACTION
  Description of Aircraft
  Scheduled Sale Date of each Aircraft
  Sale Price
  Deposit
  Country of Aircraft Registration
  SELLERs Bank Account
 
 2




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ARTICLE 2 DEFINITIONS
  General Definitions
 Acceptance Certificate
 Adjusted Allocated Sale Price
     Adjustment Period
 Aircraft
 Aircraft Documentation
 Airframe
 Allocated Sale Price
 APU
 3




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Aviation Authority
 Bankruptcy Code et seq
 Bill of Sale
 Business Day
 Business Day Centers
 BUYER Conditions Precedent
 BUYER Entity BUYER Entities
 Cape Town Convention
 Change in Law
 Competition Laws
 Damage Notification Threshold
 4




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Default
 Disclosure Letter
 Dollars $
 Engine
 Event of Default
 Government Entity
 Interest Amount
 Law
 Lease
 Lease Assignment
 5




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provided
 Lessee
 Lessors Liens
 Manufacturer
 Material Damage
 Operative Documents
 Part
 Permitted Liens
 Person
 Rental Amount
 6




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Sale
 Sale Agreement
 Sale Date
 Security Interest
 SELLER Conditions Precedent
 SELLER Entity SELLER Entities
 State of Registration
 Sun Country
 Sun Country Aircraft
 Sun Country Material Adverse Change
 Tax
 7




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Total Loss
 Transaction Documents
 U.S.
 Specific Definitions
 Terms
    
    ArticleAllocated Deposit
    
    4.2.1Assignable Warranties
    
    7.1Balance Amount
    
    4.3BUYERs Assignee
    
    13.1BUYERs Bank
    
    4.4BUYER Indemnitees
    
    9.3Change in Law Restructuring Costs
    
    6.1.13Claims
    
    9.1De Minimis Taxes
    
    8.2.1De Minimis Tax Costs
    
    8.2.1Delivery Period
    
    3.2Deposit
    
    4.2.1Insurances
    
    10.1Lessee Deposits
    
    4.3Nine Month Date
    
    3.2Relevant Undelivered Aircraft
    
    3.4Revised Allocated Sale Price
    
    3.5Sale Location
    
    3.1Sales Taxes
    
    8.2.1SELLERs Bank
    
    4.4SELLER Indemnitees
    
    9.1Seven Month Date
    
    3.2Tail Period
    
    10.1Tax Funding Costs
    
    8.2.1
 8




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ARTICLE 3 PLACE AND DATE OF SALE
 Place of Sale Sale
Location
 Scheduled Sale Date Seven Month
Date Nine Month
Date Delivery Period
 Total Loss prior to Sale
 provided
 9




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Cancellation for Delay Undelivered Aircraft Relevant Undelivered Aircraft
 Material Damage to Aircraft Revised
Allocated Sale Price
 Result of Termination provided
 10




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ARTICLE 4 SALE PRICE, DEPOSIT AND OTHER PAYMENTS
 Sale Price
 Deposit
 Deposit Allocated Deposit
 4.2.1
    
    The Deposit will serve as security for the performance by BUYER of its obligations under
this Sale Agreement and may be applied by SELLER upon a breach by BUYER of its obligations
under this Sale Agreement to satisfy any obligation of BUYER under this Sale Agreement or the
transactions contemplated hereby. If the Deposit has been provided as a letter of credit,
SELLER may, at its election, draw on the letter of credit if BUYER (a) has failed to make a
payment when due hereunder, (b) breached one or more of its obligations under Article 6.5
(other than the obligation of BUYER to provide a notice to SELLER if BUYER believes SELLER is
not in compliance with Article 6.5), (c) becomes (or Macquarie Bank Limited becomes) subject
to a bankruptcy, insolvency, examinership, reorganization or similar proceeding, or either
such Person has announced that it will become subject to such a proceeding or (d) has an
outstanding obligation to purchase one or more aircraft under this Sale Agreement and SELLER
has not received a replacement letter of credit within 60 days prior to the current
expiration date of the letter of credit. Upon any occurrence described in the previous
sentence, SELLER may, at its election, draw all or any portion of the Deposit and hold such
amount as cash collateral for performance of BUYERs obligations hereunder (which cash
collateral shall continue to constitute the Deposit). If, after any such drawing of the
letter of credit, a Sale occurs pursuant to this Sale Agreement, SELLER will consider in good
faith permitting a conversion of the cash Deposit to a Deposit in the form of a letter of
credit.4.2.2
    
    Upon termination of this Sale Agreement with respect to an Aircraft in accordance with
Article 3.3, 3.4 or 3.5, then provided (i) BUYER has cured any material breach of any of its
obligations under this Sale Agreement with respect to which it has received notice from
SELLER (provided that if SELLER is prohibited by applicable law from providing
 11




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any such notice to BUYER, then BUYER has cured any material breach of any of its obligations under
this Sale Agreement) and (ii) if the Deposit has been provided as a letter of credit and such
letter of credit was subsequently drawn by SELLER, a Sale occurred subsequent to such
drawing, SELLER will either (a) if the Deposit has been provided in cash or following a
drawing under the letter of credit, return to BUYER the Allocated Deposit relating to such
Aircraft, less any amount of the Deposit previously applied by SELLER in accordance with
Article 4.2.1, or (b) if the Deposit has been provided as a letter of credit, permit the
reduction in the face value of such letter of credit by an amount equal to the Allocated
Deposit relating to such Aircraft, less any amount of the Deposit previously applied by
SELLER in accordance with Article 4.2.1.
 Payment of Balance Amount with respect to each Aircraft Balance Amount
 Lessee Deposits
 SELLERs and BUYERs Bank Account
 
 SELLERs Bank
 12




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BUYERs
Bank
 received
 13




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ARTICLE 5 CONDITION OF AIRCRAFT AT SALE
 Condition at Sale
 BUYER Inspection of Aircraft at Sale
   Disclaimer
 5.3.1
    
    FROM AND AFTER THE RECEIPT BY SELLER OF AN ACCEPTANCE CERTIFICATE FOR AN AIRCRAFT, THE
FOLLOWING SHALL APPLY: WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER SPECIFICALLY
DISCLAIMS, AND EXCLUDES HEREFROM, WITH RESPECT TO SUCH AIRCRAFT (a) ANY WARRANTY AS TO THE
AIRWORTHINESS, VALUE, DESIGN, QUALITY, MANUFACTURE, OPERATION, OR CONDITION OF SUCH AIRCRAFT;
(b) ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY OF MERCHANTABILITY OR FITNESS FOR USE
OR FOR A PARTICULAR PURPOSE; (c) ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY OF FREEDOM
FROM ANY RIGHTFUL CLAIM BY WAY OF
INFRINGEMENT OR THE LIKE; (d) ANY IMPLIED REPRESENTATION OR WARRANTY ARISING FROM COURSE OF
PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; (e) ANY EXPRESS OR IMPLIED WARRANTY
REGARDING THE CONDITION OF SUCH AIRCRAFT; AND (f) ANY
 14




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OBLIGATION OR LIABILITY OF SELLER ARISING IN CONTRACT OR IN TORT (INCLUDING STRICT LIABILITY OR SUCH AS MAY ARISE BY REASON OF
SELLERS NEGLIGENCE) ACTUAL OR IMPUTED, OR IN STRICT LIABILITY, INCLUDING ANY OBLIGATION OR
LIABILITY FOR LOSS OF USE, REVENUE OR PROFIT WITH RESPECT TO SUCH AIRCRAFT OR FOR ANY
LIABILITY OF BUYER TO ANY THIRD PARTY OR ANY OTHER DIRECT, INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGE WHATSOEVER. NO AGREEMENT ALTERING OR EXTENDING SELLERS LIABILITY FOR
WARRANTIES SHALL BE BINDING UPON SELLER UNLESS IN WRITING AND EXECUTED BY A DULY AUTHORIZED
OFFICER OF SELLER.
 5.3.2
    
    DELIVERY BY BUYER TO SELLER OF THE ACCEPTANCE CERTIFICATE FOR AN AIRCRAFT SHALL BE
CONCLUSIVE PROOF AS BETWEEN SELLER AND BUYER THAT BUYERS TECHNICAL EXPERTS HAVE EXAMINED AND
INVESTIGATED SUCH AIRCRAFT AND EACH PART THEREOF AND THAT SUCH AIRCRAFT AND EACH PART THEREOF
IS AIRWORTHY AND IN GOOD WORKING ORDER AND REPAIR, WITHOUT DEFECT (WHETHER OR NOT
DISCOVERABLE ON THE SALE DATE) AND IN EVERY WAY SATISFACTORY TO BUYER.
 5.3.3
    
    For the avoidance of doubt, nothing in this Article 5.3 is intended to affect any
representation and warranty by SELLER as to (a) SELLERs title to, or description in Part 1
of Exhibit A of, any Aircraft in this Sale Agreement and any Bill of Sale or (b) written
notice of damage in excess of the relevant Damage Notification Threshold provided in clause
(G)(c) of Exhibit F.
 Deficiencies and Delays
 15




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ARTICLE 6 BILL OF SALE AND OTHER DOCUMENTARY REQUIREMENTS
 Conditions to BUYERs Obligations
 6.1.1
    
    Such Aircraft and certain information relating to such Aircraft conforms to the
description set forth in Exhibit A (as amended, supplemented or otherwise modified as of the
Sale Date, including any change disclosed by SELLER in a Disclosure Letter); provided
that such Aircraft and information need not conform to the description set forth in Exhibit A
to the extent resulting from any action taken by the Lessee pursuant to the Lease and (if
relating to an Engine) in accordance with BUYERs right to consent to such Engine (if any)
pursuant to Article 3.3.
 6.1.2
    
    BUYER is satisfied that, upon Sale of such Aircraft, SELLER will be able to deliver and
warrant to BUYER good and marketable title to such Aircraft, free and clear of all Security
Interests (including, without limitation, discharges with respect thereto) whatsoever other
than Permitted Liens.
 6.1.3
    
    SELLER has delivered to BUYER (a) a certificate signed by an officer of SELLER stating
that the representations and warranties contained in Article 12 and Exhibit F are true and
accurate on and as of the Sale Date as though made on and as of such date (except to the
extent that such representations and warranties are expressed to relate solely to an earlier
date, and except to the extent that such representations and warranties relate to an Aircraft
other than the Aircraft to be sold on such Sale Date), (b) an incumbency certificate signed
by an officer of SELLER and each relevant SELLER Entity as to the Person or Persons
authorized to execute and deliver this Sale Agreement and the other Operative Documents
relating to such Aircraft on behalf of SELLER and such SELLER Entity (as applicable), (c)
evidence satisfactory to BUYER that SELLER has all necessary corporate power to enter into
and perform, and has taken all necessary corporate steps to approve the entry into and
performance of, this Sale Agreement and the transactions contemplated hereby, (d) with
respect to each relevant SELLER Entity, a guarantee by SELLER of such SELLER Entitys
obligations under the Operative Documents to which such SELLER Entity is a party and (e) a
legal opinion from in-house counsel to SELLER and, if any relevant SELLER Entity is organized
under the laws of any jurisdiction other than California, of such law firm in such
jurisdiction as BUYER may approve (acting reasonably), each in the form attached in Exhibit H
(with such changes as may be reasonably acceptable to BUYER) or in form and substance
reasonably acceptable to BUYER, concerning the execution, delivery and performance of this
Sale Agreement and the other Operative Documents entered or to be entered into by SELLER and
such SELLER Entities (as applicable) pursuant hereto.
 6.1.4
    
    SELLER has delivered to BUYER (a) evidence of insurance with respect to the Aircraft that
is in compliance with the requirements described in the applicable Lease
Assignment; (b) confirmation from SELLER that it is holding an executed original of
 16




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each Transaction Document (or, if Exhibit B specifies that a copy only of a Transaction Document
will be provided, a copy of such Transaction Document certified by SELLER or the Lessee of
such Aircraft as a true and complete copy of the original (or, in the case of any Transaction
Document not signed by a SELLER Entity, such Transaction Document is true and complete copy
of such Transaction Document as received by SELLER), or, if Exhibit B does not specify
whether an original or copy of such document will be provided, a copy of such Transaction
Document) with respect to such Aircraft; and (c) evidence in form and substance reasonably
satisfactory to BUYER that the financiers of SELLER with respect to such Aircraft will
release all their rights, title and interests in and to such Aircraft and the Transaction
Documents relating to such Aircraft on or prior to completion of the Sale of such Aircraft.
 6.1.5
    
    No Total Loss shall have occurred with respect to such Aircraft or any Engine associated
with such Aircraft, nor shall any event have occurred which with the lapse of time and/or the
satisfaction of any other condition would give rise to such a Total Loss (unless, in the case
of an Engine, it has been replaced as contemplated by Article 3.3).
 6.1.6
    
    Such Aircraft shall not have suffered Material Damage or, if it has suffered Material
Damage, SELLER and BUYER shall have agreed on a Revised Allocated Sale Price with respect to
such Aircraft.
 6.1.7
    
    The representations and warranties of SELLER contained in Article 12 and Exhibit F are
true and accurate on and as of the Sale Date as though made on and as of such date (except to
the extent that such representations and warranties are expressed to relate solely to an
earlier date, and except to the extent that such representations and warranties relate to an
Aircraft other than the Aircraft to be sold on such Sale Date).
 6.1.8
    
    The Lease Assignment and each other Operative Document for such Aircraft have been
executed and delivered by all parties thereto (other than BUYER), and all of the conditions
precedent in the Lease Assignment to the obligations of BUYER shall have been satisfied or
waived.
 6.1.9
    
    BUYER shall be satisfied that Sale at the proposed Delivery Location will not result in
any Sales Tax (except for De Minimis Taxes which, when aggregated with Tax Funding Costs
associated with such Aircraft (if any), are unlikely to exceed $50,000, or other taxes which
it or SELLER has agreed to bear in writing).
 6.1.10
    
    No change shall have occurred which would make it illegal for any party hereto or Lessee of
the relevant Aircraft to perform any of their respective material obligations under this Sale
Agreement or any of the other Operative Documents relating to such Aircraft.
 6.1.11
    
    BUYER shall have obtained (at its sole cost and expense) an opinion from legal counsel in
the State of Registration of such Aircraft reasonably satisfactory to BUYER (or shall have
confirmed that it will obtain such opinion after the Sale to the extent such opinion cannot
be issued prior to the Sale) as to (i) the effectiveness and validity of the transfer
of title of such Aircraft to BUYER in such jurisdiction, (ii) the due registration of such
 17




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Aircraft in such jurisdiction, (iii) the release of any Security Interest other than any
Permitted Lien that was filed, registered or otherwise recognized in such jurisdiction of
registration prior to the Sale of such Aircraft (if any).
 6.1.12
    
    BUYER shall have obtained (at its sole cost and expense) an opinion from legal counsel
reasonably satisfactory to it in the jurisdiction of organization of the Lessee of such
Aircraft or other evidence reasonably satisfactory to it (or shall have confirmed that it
will obtain such opinion or other evidence after the Sale to the extent such opinion or other
evidence cannot be issued prior to the Sale) as to the due authorization of such Lessee to
enter into the Operative Documents to which it is a party with respect to such Aircraft.
 6.1.13
    
    No Change In Law has occurred between the date of this Sale Agreement and the applicable
Sale Date of such Aircraft, which Change In Law causes the relevant Lessee not to be entitled
to make all payments to BUYER (or the BUYER Entity which is to be the Lessor of such
Aircraft) pursuant to the Lease of such Aircraft free and clear of withholding, sales, VAT or
similar Tax; provided that BUYER shall use commercially reasonable efforts to avoid
the application of such Taxes by changing the leasing structure used for the relevant Lease
or otherwise (so long as the costs of such efforts of BUYER as a result of such Change In Law
(Change in Law Restructuring Costs) do not exceed $50,000 with respect to such
Aircraft (such Change in Law Restructuring Costs to be shared pursuant to Article 8.1(b)),
unless SELLER or BUYER agrees to bear such excess cost in writing).
 6.1.14
    
    Either (a) the inspection of such Aircraft and the related Transaction Documents
contemplated by Article 5.2(b) shall have been completed in accordance with such Article
5.2(b) or (b) BUYER shall have waived its right to make such inspection of such Aircraft.
 6.1.15
    
    None of the following shall have occurred and be continuing as of the Sale Date: (a) any
payment of Rent (as defined in the Lease of such Aircraft), maintenance reserves or security
deposit or other material payment due from the Lessee under the Lease of such Aircraft is
unpaid, (b) with respect to each Aircraft other than the Sun Country Aircraft, the applicable
Lessee is subject to a bankruptcy, insolvency, reorganization or similar proceeding or has
publicly announced that it will become subject to such a proceeding or any other circumstance
that would constitute an insolvency- or bankruptcy-related Default or Event of Default under
the applicable Lease has occurred and is continuing, (c) with respect to the Sun Country
Aircraft, no Sun Country Material Adverse Change has occurred and is continuing), (d) the
applicable Lessee fails to maintain insurance as required under the Lease and (e) any other
Event of Default under the Lease of such Aircraft with respect to which SELLER has provided a
notice of default to the applicable Lessee.
 6.1.16
    
    Between the date hereof and such Sale Date, SELLER (or the applicable SELLER Entity) has
not repossessed such Aircraft from the applicable Lessee and such Lessee has not voluntarily
returned the Aircraft early.
 18




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6.1.17
    
    Any applicable waiting period under any applicable Competition Laws relating to the
transactions contemplated by this Sale Agreement shall have expired or been terminated (to
the extent required under such Competition Laws).6.1.18
    
    SELLER and each relevant SELLER Entity (a) has established a valid and existing account
with the International Registry established pursuant to the Cape Town Convention, (b) has
appointed an administrator and a professional user to make registrations in connection
with the sale of the applicable Airframes and Engines at such International Registry and (c)
if the applicable Aircraft is registered in a jurisdiction that has ratified the Cape Town
Convention and the applicable Lease constitutes (or will constitute, after the relevant Lease
Assignment is entered into) a registerable international interest under the Cape Town
Convention, the relevant Lessee has appointed an administrator and a professional user.6.1.19
    
    If the applicable Aircraft is listed on Part B of Exhibit I, BUYER and SELLER shall be in
compliance with the second paragraph of Article 6.5.6.1.20
    
    Each of the conditions precedent set forth on Exhibit K applicable to such Aircraft has
been satisfied or BUYER has waived such condition.
 Conditions to SELLERs Obligations
 6.2.1
    
    BUYER has executed and delivered to SELLER an Acceptance Certificate for such Aircraft in
the form of Exhibit C covering such Aircraft and effective as of the Sale Date.6.2.2
    
    BUYER has paid to SELLER the Balance Amount for such Aircraft in accordance with Article
4.3.6.2.3
    
    BUYER has delivered to SELLER (a) a certificate signed by an officer of BUYER stating that
the representations and warranties contained in Article 11 are true and accurate on and as of
the Sale Date as though made on and as of such date (except to the extent that such
representations and warranties are expressed to relate solely to an earlier date, and except
to the extent that such representations and warranties relate to an Aircraft other than the
Aircraft to be sold on such Sale Date), (b) an incumbency certificate signed by an officer of
BUYER and each relevant BUYER Entity as to the Person or Persons authorized to execute and
deliver this Sale Agreement and the other Operative Documents relating to such Aircraft on
behalf of BUYER or such BUYER Entity, (c) evidence satisfactory to SELLER that BUYER and each
relevant BUYER Entity has all necessary corporate power to enter into and perform, and has
taken all necessary corporate steps to approve the entry into and performance of, this Sale
Agreement and the transactions contemplated hereby, and (d) an opinion from counsel
to BUYER and each relevant BUYER Entity in the form attached as Exhibit H or in form and
substance reasonably acceptable to SELLER, concerning the execution,
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delivery and performance of this Sale Agreement and the other Operative Documents entered or to be entered into by
BUYER pursuant hereto.
 6.2.4
    
    The representations and warranties of BUYER contained in Article 11 are true and accurate
on and as of the Sale Date as though made on and as of such date (except to the extent that
such representations and warranties are expressed to relate solely to an earlier date, and
except to the extent that such representations and warranties relate to an Aircraft other
than the Aircraft to be sold on such Sale Date).
 6.2.5
    
    The Lease Assignment and each other Operative Document for such Aircraft have been
executed and delivered by all parties thereto (other than SELLER), and all of the conditions
precedent in the Lease Assignment to the obligations of SELLER shall have been satisfied or
waived.
 6.2.6
    
    SELLER shall be satisfied that Sale at the proposed Delivery Location will not result in
any Sales Tax (expect for De Minimis Taxes which, when aggregated with Tax Funding Costs
associated with such Aircraft (if any), are unlikely to exceed $50,000, or other taxes which
it or BUYER has agreed to bear in writing).
 6.2.7
    
    SELLER shall be satisfied that the requirements under the applicable Lease with respect to
the assignment of rights and assumption of obligations under the Lease and sale of the
Aircraft have been met or waived in writing by the Lessee.
 6.2.8
    
    No change shall have occurred which would make it illegal for any party hereto or Lessee
of the relevant Aircraft to perform any of their respective material obligations under this
Sale Agreement or any of the other Operative Documents relating to such Aircraft.
 6.2.9
    
    Any applicable waiting period under any applicable Competition Laws relating to the
transactions contemplated by this Sale Agreement shall have expired or been terminated (to
the extent required under such Competition Laws).
 6.2.10
    
    Each of the conditions precedent set forth on Exhibit K applicable to such Aircraft and
identified as being for the benefit of SELLER has been satisfied or SELLER has waived such
condition.
 At Closing
 6.3.1
    
    SELLER will deliver to BUYER or BUYERs Assignee a full warranty bill of sale in the form
of Exhibit D evidencing such transfer of title to such Aircraft to BUYER or such BUYERs
Assignee. If required by the applicable State of Registration to properly record BUYERs or
such BUYERs Assignees title to such Aircraft or otherwise in
connection with the registration of such Aircraft, SELLER will also deliver to BUYER or
BUYERs Assignee a bill of sale in the form required by such State of Registration.
 6.3.2
    
    SELLER will deliver to BUYER or BUYERs Assignee an assignment of Airframe manufacturer
and Engine manufacturer rights relating to such Aircraft in the form
 20




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attached as Exhibit G (provided that SELLER shall deliver any signature of a manufacturer to be delivered in
connection with such assignment of warranties as promptly as practicable, but in any event
not less than 30 days, after the Sale).
 6.3.3
    
    If SELLER is required to permit the reduction of the Deposit provided as a letter of
credit pursuant to Article 4.3 in connection with such Sale, SELLER will deliver to BUYER its
signature to a letter of credit reduction notice in the form of Exhibit B to Exhibit J
reducing the letter of credit amount pursuant to Article 4.3.
 6.3.4
    
    All risk of loss or damage to such Aircraft will pass from SELLER to BUYER.
 After Closing
  Agreement to Complete the Sales Promptly
  21




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ARTICLE 7 SELLER ASSIGNMENT OF RIGHTS AND WARRANTIES
 Assignable Warranties Assignable
Warranties
 Non-Assignable Warranties
 Aircraft Documentation
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ARTICLE 8 EXPENSES AND TAXES
 Costs and Expenses of Sale
     Taxes.
 8.2.1
    
    SELLER and BUYER will cooperate with each other (acting reasonably) to close the Sale and
effect delivery of each Aircraft at a time when such Aircraft is located in a jurisdiction
that will not impose any, or will impose only minimal, Taxes on SELLER or BUYER in connection
with the Sale or delivery of the Aircraft pursuant to this Sale Agreement (collectively,
Sales Taxes). Either SELLER or BUYER may refrain from closing a Sale and
delivering or taking delivery of the applicable Aircraft, as applicable, until it is
satisfied that no Sales Taxes will be imposed on it other than (a) irrecoverable Sales Taxes
related to such Sale in an aggregate amount equal to or less than $50,000 (De Minimis
Taxes) or (b) recoverable Sales Taxes related to such Sale which are reasonably expected
to cost an aggregate amount equal to or less than $50,000 to fund (Tax Funding
Costs) prior to their recovery (De Minimis Tax Costs) and/or Sales Taxes that
the other party agrees to pay, provided always that either SELLER or
BUYER may refrain from closing a Sale and delivering or taking delivery of the
 23




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applicable Aircraft, if it believes (acting reasonably) that the De Minimis Taxes and De Minimis Tax
Costs associated with such Sale are likely to be or exceed $50,000 (unless the other party
agrees to pay such excess). For the avoidance of doubt, the term Sales Taxes does not
include any taxes, duties or fees imposed on the overall net income, capital or net worth
of BUYER or SELLER or Taxes that are franchise, doing business or similar taxes.
 8.2.2
    
    In the event that any Sales Taxes are imposed on either BUYER or SELLER in connection with
the Sale of an Aircraft:
  provided
  8.2.3
    
    BUYER and SELLER will reasonably cooperate with one another in providing information which
may be reasonably required to fulfill each partys tax filing requirements and any audit
information request arising from such filing; provided, however, that nothing herein shall
require either party to disclose any proprietary or confidential information to the other or
to arrange its respective tax obligations in any particular way.
 Timing of Payment
 Contests
 24




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provided however
 Refunds
 25




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ARTICLE 9 INDEMNITIES
 BUYERs General Indemnity SELLER
Indemnitees Claims
 SELLERs General Indemnity BUYER Indemnitees
 After-Tax Basis
 Timing of Payment
 Subrogation
 26




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Notice 9
 Refunds
 Defense of Claims
   Other Indemnification
   27




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Exclusion of Taxes
 28




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ARTICLE 10 INSURANCE
 Insurance Tail Period
 Insurances
       29




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provided however
   30




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ARTICLE 11 REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER
 Representations and Warranties
 11.1.1
    
    Corporate Status. BUYER is a company duly incorporated, validly existing and in
good standing under the Laws of Bermuda. It has the corporate power and authority to carry
on its business as presently conducted and to perform its obligations hereunder. It does not
carry on, and has not carried on, business from premises in Bermuda, at which it employs
staff and pays salaries and other expenses.11.1.2
    
    Governmental Approvals. No authorization, approval, consent, license or order
of, or registration with, or the giving of notice to any Aviation Authority or any other
Government Entity is required for the valid authorization, execution, delivery and
performance by BUYER of this Sale Agreement and the other Operative Documents, except, in
respect of an Aircraft, as are required to be duly effected as of the Sale Date of such
Aircraft.11.1.3
    
    Binding. BUYERs Board of Directors has authorized BUYER to enter into this Sale
Agreement and each of the other Operative Documents to which it is or is to be a party and
perform its obligations hereunder and thereunder. This Sale Agreement and the other
Operative Documents have been or will be as of the date thereof duly executed and delivered
by BUYER and represent or will represent as of the date thereof the valid, binding and
enforceable obligations of BUYER except as enforceability may be limited by bankruptcy,
insolvency, reorganization or other Laws of general application affecting the enforcement of
creditors rights.11.1.4
    
    Licenses. BUYER holds all licenses, certificates and permits from all applicable
Government Entities for the performance of its obligations under the Operative Documents (or
any of them).11.1.5
    
    No Suits. There are no suits, arbitrations or other proceedings pending or
threatened against BUYER before any court or administrative agency against or affecting BUYER
which, if adversely determined, would have a material adverse effect on the business, assets
or condition (financial or otherwise) of BUYER or its ability to perform under the Operative
Documents (or any of them).11.1.6
    
    No Withholding. BUYER will not be required to deduct any withholding or other
Tax from any payment it may make under this Sale Agreement.11.1.7
    
    No Restrictions on Payments. There are no present restrictions on BUYER making
the payments required by this Sale Agreement.
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11.1.8
    
    General Obligations. The obligations of BUYER under this Sale Agreement and the
other Operative Documents are or will be (when executed) direct, general and unconditional
obligations of BUYER and rank or will rank at least pari passu with all other present and
future unsecured and unsubordinated obligations (including contingent obligations) of BUYER,
with the exception of such obligations as are mandatorily preferred by law and not by reason
of any encumbrance.11.1.9
    
    No Sovereign Immunity. BUYER is subject to private commercial law and suit.
Neither BUYER nor its properties or assets is entitled to sovereign immunity under any such
Laws. BUYERs performance of its obligations hereunder constitute commercial acts done for
commercial purposes.11.1.10
    
    No Default under this Sale Agreement. At the time of execution of this Sale
Agreement, no material breach of a material obligation by BUYER under this Sale Agreement has
occurred and is continuing.11.1.11
    
    No Breach. The execution and delivery of this Sale Agreement and the other
Operative Documents, the consummation by BUYER of the transactions contemplated herein and
compliance by BUYER with the terms and provisions hereof do not and will not contravene any
Law applicable to BUYER, or result in any breach of or constitute any default under or result
in the creation of any Security Interest upon any property of BUYER, pursuant to any
indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan
or credit agreement, corporate charter, by-law or other agreement or instrument to which
BUYER is a party or by which BUYER or its properties or assets may be bound or affected.11.1.12
    
    No Employment Solicitation. As of each Sale Date, BUYER, and each of BUYERs
affiliates, has complied from and after the date of this Sale Agreement with the obligations
set forth in Article 16.2.
 Covenants
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ARTICLE 12 REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER
 Representations and Warranties
 12.1.1
    
    Corporate Status. SELLER is a corporation duly incorporated, validly existing
and in good standing under the Laws of the State of California. It has the corporate power
and authority to carry on its business as presently conducted and to perform its obligations
hereunder.12.1.2
    
    Governmental Approvals. No authorization, approval, consent, license or order
of, or registration with, or the giving of notice to any Aviation Authority or any Government
Entity is required for the valid authorization, execution, delivery and performance by SELLER
of this Sale Agreement, except, in respect of an Aircraft, as are required to be duly
effected as of the Sale Date of such Aircraft.12.1.3
    
    Binding. SELLERs Board of Directors has authorized SELLER to enter into this
Sale Agreement and the other Operative Documents to which it is or is to be a party and
perform its obligations hereunder and thereunder. This Sale Agreement and the other Operative
Documents have been or will be as of the date thereof duly authorized, executed and delivered
by SELLER and represent or will represent as of the date thereof the valid, enforceable and
binding obligations of SELLER except as enforceability may be limited by bankruptcy,
insolvency, reorganization or other Laws of general application affecting the enforcement of
creditors rights.12.1.4
    
    Licenses. SELLER holds all licenses, certificates and permits from all
applicable Government Entities for the performance of its obligations under the Operative
Documents (or any of them).12.1.5
    
    No Suits. There are no suits, arbitrations or other proceedings pending or
threatened against SELLER before any court or administrative agency against or affecting
SELLER which, if adversely determined, would have a material adverse effect on SELLERs
ability to perform under the Operative Documents (or any of them).12.1.6
    
    No Withholding. SELLER will not be required to deduct any withholding or other
Tax from any payment it may make under this Sale Agreement.12.1.7
    
    No Restrictions on Payments. As of the date of this Sale Agreement, there are no
restrictions on SELLER making the payments required by this Sale Agreement.
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12.1.8
    
    General Obligations. The obligations of SELLER under this Sale Agreement and the
other Operative Documents are or will be (when executed) direct, general and unconditional
obligations of SELLER and rank or will rank at least pari passu with all other present and
future unsecured and unsubordinated obligations (including contingent obligations) of SELLER,
with the exception of such obligations as are mandatorily preferred by law and not by reason
of any encumbrance.12.1.9
    
    No Sovereign Immunity. SELLER is subject to private commercial law and suit.
Neither SELLER nor its properties or assets is entitled to sovereign immunity under any such
Laws. SELLERs performance of its obligations hereunder constitute commercial acts done for
commercial purposes.12.1.10
    
    No Default under this Sale Agreement. At the time of execution of this Sale
Agreement, no material breach of a material obligation by SELLER under this Sale Agreement
has occurred and is continuing.12.1.11
    
    No Breach. The execution and delivery of this Sale Agreement and the Operative
Documents, the consummation by SELLER of the transactions contemplated herein and compliance
by SELLER with the terms and provisions hereof do not and will not contravene any Law
applicable to SELLER, or result in any breach of or constitute any default under or result in
the creation of any Security Interest upon any property of SELLER, pursuant to any indenture,
mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan or credit
agreement, corporate charter, by-law or other agreement or instrument to which SELLER is a
party or by which SELLER or its properties or assets may be bound or affected.12.1.12
    
    Title. SELLER will at the time of Sale of such Aircraft have sole legal and
beneficial title in and to such Aircraft free and clear of any Security Interests other than
Permitted Liens.
 Covenants
 12.2.1
    
    It will notify BUYER promptly if it receives notice that an Aircraft suffers Material
Damage or a Total Loss.12.2.2
    
    It will not, without the prior written consent of BUYER (such consent not to be
unreasonably withheld, delayed or conditioned), (i) amend or agree to amend any material
provision of any Transaction Document in any material respect, (ii) waive or agree to waive
any material term or condition of any Transaction Document in any material respect or (iii)
grant or agree to grant any consents under any Transaction Document which are or might be in
any way material to the interests of BUYER.12.2.3
    
    Except as otherwise provided in this Sale Agreement or with the consent of BUYER (which
consent shall not be unreasonably withheld or delayed), SELLER shall manage and shall cause
all SELLER Entities to manage the Aircraft in the same manner as it manages other aircraft
owned or managed by SELLER without in any way discriminating against the Aircraft by virtue
of such Aircraft being designated for sale
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under this Sale Agreement. Without limiting the
generality of the foregoing, from the date of this Sale Agreement until the applicable Sale
Date, except as otherwise provided in this Sale Agreement or with the consent of BUYER (which
consent shall not be unreasonably withheld or delayed), SELLER will and will procure that all
SELLER Entities will:
 provided
   12.2.4
    
    BUYER agrees that its sole remedy for any representation of SELLER in respect of the
contents of Part 1 of Exhibit A regarding an Aircraft not being accurate when made (other
than as disclosed in a Disclosure Letter or as a result of any action taken by a Lessee) is
to require SELLER to take such action with respect to such Aircraft as is necessary for
SELLER to make such representation accurate, within a reasonable time period considering what
needs to be done (and in any event, if correcting such inaccuracy requires third party
action, SELLER must initiate such third party action promptly after written notification by
BUYER of such inaccuracy, subject to the second proviso of this Article 12.2.4), and, if
SELLER fails to take such action within such time period, to proceed against SELLER for the
cost of correcting such inaccuracy; provided that SELLER shall only be required to
take such action if BUYER notifies SELLER in writing of such inaccuracy promptly after
obtaining knowledge thereof and no later than the date such Aircraft is returned to a BUYER
Entity under the Lease to which such Aircraft is subject on the applicable Sale Date;
provided further that SELLER shall notify BUYER promptly after receipt of
such written notification of such inaccuracy of the expected timing and cost to SELLER of
correcting any such inaccuracy and BUYER may promptly request in writing that SELLER (and
promptly after receiving such written request, SELLER shall), in lieu of correcting such
inaccuracy, provide monetary compensation equal to such expected cost to SELLER of correcting
such inaccuracy.12.2.5
    
    From the date of this Sale Agreement until the Sale Date of an Aircraft, and subject to
SELLER procuring any needed consents or approvals for disclosure from any other Person (which
SELLER undertakes to use commercially reasonable efforts to do),
 35




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SELLER will (a) give BUYER,
its staff, counsel, manager, financial advisors, financiers, auditors and other authorized
representatives (the BUYER Representatives) reasonable access to an electronic data
room containing all Transaction Documents and notices received by a SELLER Entity and
required to be provided to BUYER pursuant to Article 12.2.3, (b) during usual business hours
make David Johnson, David Beker, Margaret Epstein, Marty Olson or Candy LaChance (or one or
more other members of SELLERs staff as identified by SELLER to BUYER from time to time)
reasonably available to assist the BUYER Representatives with access to the electronic data
room and to respond to BUYERs reasonable requests for further information regarding the
Aircraft, the Lessees, the Transaction Documents and/or the electronic data room and (c)
after such Sale Date, use reasonable efforts (at BUYERs cost) to coordinate with the BUYER
Representatives and AMT Sybex to arrange a transfer of data relating to such Aircraft from
SELLERs AMT Sybex system to BUYERs AMT Sybex system.
 36




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ARTICLE 13 ASSIGNMENT
 Sale or Assignment by BUYER BUYERs Assignee
 SELLER Cooperation
 Protections
 37




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ARTICLE 14 NOTICES
 Manner of Sending Notices
 Notice Information
 If to SELLER:
    
    INTERNATIONAL LEASE FINANCE CORPORATION10250 Constellation Boulevard, 34th FloorLos Angeles, California 90067United States of AmericaAttention: Legal DepartmentFax: 310-788-1990Email: legalnotices@ilfc.comTelephone: 310-788-1999If to BUYER:Macquarie Aerospace LimitedLevel 1South Bank HouseBarrow Street, Dublin 4IrelandAttention: The DirectorsFax: +353 1 238 3490Email: scott.simpson@macquarie.comTelephone: +353 1 238 3400With a copy of all notices to BUYER to:Macquarie Aircraft Leasing Services (US) Inc.Suite 200 Two Embarcadero CenterSan Francisco, California 94111Attention: General CounselFax: 415-829-6899Email: notices@macquarie.aeroTelephone: 415-829-6600
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Macquarie Bank Limited1 Martin PlaceSydney NSW 2000AustraliaAttention: Mr. Peter StokesFax: +612-8232-3590Email: peter.stokes@macquarie.comTelephone: +612-8232-0028
  39




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ARTICLE 15 GOVERNING LAW AND JURISDICTION
 Governing Law and Jurisdiction
 Prevailing Party in Dispute
 Waiver
 40




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ARTICLE 16 MISCELLANEOUS
 No Brokers
 Non-Solicitation
 16.2.1
    
    neither BUYER nor, subject to the following paragraph BUYERs affiliates will solicit for
employment or cause to be solicited for employment (i) any person who is at any time between
the date of this Sale Agreement and the second anniversary of the date of this Sale Agreement
an officer or manager employed by SELLER or (ii) any other person who is at any time between
the date of this Sale Agreement and the second anniversary of the date of this Sale Agreement
employed by SELLER with whom BUYER has had contact or who (or whose performance) became known
to BUYER or BUYERs affiliates in connection with BUYERs evaluation of the transactions
contemplated by this Sale Agreement; provided further, that neither BUYER nor
BUYERs affiliates will hire, solicit (in any manner) for employment or otherwise engage as
an independent contractor, any employee who is at any time between the date of this Sale
Agreement and the second anniversary of the date of this Sale Agreement employed by SELLER as
a Vice President or in a position that is more senior than that of Vice President with
marketing responsibility; and16.2.2
    
    neither SELLER nor SELLERs affiliates will solicit for employment or cause to be solicited
for employment (i) any person who is at any time between the date of this Sale Agreement and
the second anniversary of the date of this Sale Agreement an officer or manager employed by
Macquarie Air Finance Limited or the Corporate Asset Finance division of Macquarie Bank
Limited or (ii) any other person is was at any time between the date of this Sale Agreement
and the second anniversary of the date of this Sale Agreement employed by Macquarie Air
Finance Limited or the Corporate Asset Finance division of Macquarie Bank Limited with whom
SELLER has had contact or who (or whose performance) became known to SELLER or SELLERs
affiliates in connection with SELLERs evaluation of the transactions contemplated by this
Sale Agreement; provided further, that neither SELLER nor SELLERs affiliates
will hire, solicit (in any manner) for employment or otherwise engage as an independent
contractor, any employee who is at any time between the date of this Sale Agreement and the
second anniversary of the date of this Sale Agreement employed by Macquarie Air Finance
Limited or the Corporate Asset Finance division of Macquarie Bank Limited as a Vice President
or in a position that is more senior than that of Vice President with marketing
responsibility;
 provided
 41




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Confidentiality
 42




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provided
   Public Announcements
 Rights of Parties
 43




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Further Assurances
 Use of Word including
 Headings
 Invalidity of any Provision
 Negotiation
 Time is of the Essence
 Amendments in Writing
 Counterparts
 Delivery of Documents by Fax or Email
 Entire Agreement
 44




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IN WITNESS WHEREOF
 INTERNATIONAL LEASE FINANCE CORPORATIONBy:
    
    /s/ P. David JohnsonName: P. David JohnsonTitle:  Vice President
 EXECUTEDfor MACQUARIE AEROSPACE
LIMITEDby its attorneys in the presence
of:/s/ Feross Darwish
Signature of witness
    
    
    
    /s/ James S. SimpsonSignature of attorneyFeross Darwish
Full name of witness
    
    
    
    James S. SimpsonFull name of attorney/s/ Christopher M. Sandefor
Signature of attorneyChristopher M. Sandefor
Full name of attorney




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EXHIBITS