Exhibit 10.1


 


Execution
Copy


 


Confidential treatment has been requested for portions of
this document.  This copy of the document filed as an Exhibit omits
the confidential information subject to the confidentiality request. 
Omissions are designated by the symbol [...***...].  A complete version of
this document has been filed separately with the Securities and Exchange
Commission.




 





 


 


AIRCRAFT SALE AGREEMENT


 


 


dated as of March 3, 2010


 


among


 


SUNRISE ASSET MANAGEMENT,
LLC


 


as BUYER,


 


AERCAP PARTNERS I LIMITED,


 


WELLS FARGO BANK
NORTHWEST, NATIONAL ASSOCIATION,


not in its individual capacity, but solely as owner
trustee


under the MSN 26963 Trust Agreement,


 


and


 


WELLS FARGO BANK
NORTHWEST, NATIONAL ASSOCIATION,


not in its individual capacity, but solely as owner
trustee


under the MSN 26964 Trust Agreement


 


as SELLERS


 




 





 


1

















 


TABLE OF CONTENTS


 


	
  1.

  	
   

  	
  SUMMARY OF TRANSACTION

  	
   

  	
  5

  
	
   

  	
  1.1

  	
  Description
  of Aircraft

  	
   

  	
  5

  
	
   

  	
  1.2

  	
  Country
  of Registration Prior to Sale

  	
   

  	
  5

  
	
   

  	
  1.3

  	
  Sale Date
  and Location

  	
   

  	
  6

  
	
   

  	
  1.4

  	
  Sale
  Price

  	
   

  	
  6

  
	
   

  	
  1.5

  	
  SELLER’s
  Bank Account

  	
   

  	
  6

  
	
  2.

  	
   

  	
  DEFINITIONS

  	
   

  	
  6

  
	
   

  	
  2.1

  	
  General
  Definitions

  	
   

  	
  6

  
	
  3.

  	
   

  	
  PLACE AND
  DATE OF SALE

  	
   

  	
  11

  
	
   

  	
  3.1

  	
  Aircraft
  Location at Time of Sale

  	
   

  	
  11

  
	
   

  	
  3.2

  	
  Sale Date

  	
   

  	
  11

  
	
   

  	
  3.3

  	
  Delay

  	
   

  	
  12

  
	
   

  	
  3.4

  	
  Total
  Loss, Material Non-Conformity or Other Damage Prior to Sale

  	
   

  	
  12

  
	
  4.

  	
   

  	
  SALE
  PRICE

  	
   

  	
  13

  
	
   

  	
  4.1

  	
  Commitment
  Fee

  	
   

  	
  13

  
	
   

  	
  4.2

  	
  Sale
  Price

  	
   

  	
  13

  
	
   

  	
  4.3

  	
  Payment
  of Sale Price Balance

  	
   

  	
  13

  
	
   

  	
  4.4

  	
  SELLER’s
  Bank Account

  	
   

  	
  14

  
	
  5.

  	
   

  	
  TECHNICAL ACCEPTANCE

  	
   

  	
  14

  
	
   

  	
  5.1

  	
  Off-Lease
  Aircraft

  	
   

  	
  14

  
	
   

  	
  5.2

  	
  Leased
  Aircraft

  	
   

  	
  15

  
	
  6.

  	
   

  	
  EXTENSION OF LEASED AIRCRAFT

  	
   

  	
  16

  
	
   

  	
  6.1

  	
  Extension
  on Same Terms and Conditions

  	
   

  	
  16

  
	
   

  	
  6.2

  	
  Extension
  on Different Terms and Conditions

  	
   

  	
  17

  
	
  7.

  	
   

  	
  CONDITION
  OF AIRCRAFT AT SALE

  	
   

  	
  17

  
	
   

  	
  7.1

  	
  Condition
  at Sale

  	
   

  	
  17

  
	
   

  	
  7.2

  	
  Disclaimer

  	
   

  	
  17

  
	
   

  	
  7.3

  	
  Deficiencies
  and Delays

  	
   

  	
  18

  
	
   

  	
  7.4

  	
  Final
  Sale Date

  	
   

  	
  18

  
	
  8.

  	
   

  	
  CONDITIONS
  PRECEDENT AND OTHER DOCUMENTARY REQUIREMENTS

  	
   

  	
  18

  
	
   

  	
  8.1

  	
  Conditions
  to BUYER’s Obligations

  	
   

  	
  18

  
	
   

  	
  8.2

  	
  Conditions
  to SELLER’s Obligations

  	
   

  	
  20

  
	
   

  	
  8.3

  	
  Registrations
  Prior to, At and After Closing

  	
   

  	
  21

  
	
  9.

  	
   

  	
  SELLER
  ASSIGNMENT OF RIGHTS AND WARRANTIES

  	
   

  	
  21

  
	
   

  	
  9.1

  	
  Assignable
  Warranties

  	
   

  	
  21

  
	
   

  	
  9.2

  	
  Non-Assignable
  Warranties

  	
   

  	
  21

  
	
  10.

  	
   

  	
  EXPENSES
  AND TAXES

  	
   

  	
  22

  
	
   

  	
  10.1

  	
  Costs and
  Expenses of Sale

  	
   

  	
  22

  
	
   

  	
  10.2

  	
  Sales
  Taxes

  	
   

  	
  22

  
	
   

  	
  10.3

  	
  After-Tax
  Basis

  	
   

  	
  23

  
	
   

  	
  10.4

  	
  Timing of
  Payment

  	
   

  	
  23

  
	
   

  	
  10.5

  	
  Contests

  	
   

  	
  23

  
	
   

  	
  10.6

  	
  Refunds

  	
   

  	
  24

  
	
   

  	
  10.7

  	
  Cooperation

  	
   

  	
  24

  
	
  11.

  	
   

  	
  INDEMNITIES

  	
   

  	
  24

  
	
   

  	
  11.1

  	
  General
  Indemnity

  	
   

  	
  24

  
	
   

  	
  11.2

  	
  Exception
  to General Indemnities

  	
   

  	
  24

  
	
   

  	
  11.3

  	
  After-Tax
  Basis

  	
   

  	
  25

  
	
   

  	
  11.4

  	
  Timing of
  Payment

  	
   

  	
  25

  
	
   

  	
  11.5

  	
  Subrogation

  	
   

  	
  26

  
	
   

  	
  11.6

  	
  Notice

  	
   

  	
  26

  
	
   

  	
  11.7

  	
  Refunds

  	
   

  	
  26

  



 


2

















 


	
   

  	
  11.8

  	
  Defense
  of Claims

  	
   

  	
  26

  
	
   

  	
  11.9

  	
  Other
  Indemnification

  	
   

  	
  26

  
	
  12.

  	
   

  	
  INSURANCE

  	
   

  	
  26

  
	
   

  	
  12.1

  	
  Liability
  Insurance

  	
   

  	
  26

  
	
   

  	
  12.2

  	
  [RESERVED]

  	
   

  	
  27

  
	
   

  	
  12.3

  	
  Certification

  	
   

  	
  27

  
	
  13.

  	
   

  	
  REPRESENTATION
  AND WARRANTIES OF SELLER

  	
   

  	
  27

  
	
   

  	
  13.1

  	
  Corporate
  Status

  	
   

  	
  27

  
	
   

  	
  13.2

  	
  Governmental
  Approvals

  	
   

  	
  27

  
	
   

  	
  13.3

  	
  Binding

  	
   

  	
  28

  
	
   

  	
  13.4

  	
  No Breach

  	
   

  	
  28

  
	
   

  	
  13.5

  	
  Title to
  Aircraft

  	
   

  	
  28

  
	
   

  	
  13.6

  	
  No
  Sovereign Immunity

  	
   

  	
  28

  
	
   

  	
  13.7

  	
  No Suits

  	
   

  	
  28

  
	
   

  	
  13.8

  	
  General
  Obligations

  	
   

  	
  28

  
	
  14.

  	
   

  	
  REPRESENTATIONS
  AND WARRANTIES OF BUYER

  	
   

  	
  29

  
	
   

  	
  14.1

  	
  Corporate
  Status

  	
   

  	
  29

  
	
   

  	
  14.2

  	
  Governmental
  Approvals

  	
   

  	
  29

  
	
   

  	
  14.3

  	
  Binding

  	
   

  	
  29

  
	
   

  	
  14.4

  	
  No Breach

  	
   

  	
  29

  
	
   

  	
  14.5

  	
  Licenses

  	
   

  	
  29

  
	
   

  	
  14.6

  	
  No
  Sovereign Immunity

  	
   

  	
  30

  
	
   

  	
  14.7

  	
  No Suits

  	
   

  	
  30

  
	
   

  	
  14.8

  	
  General
  Obligations

  	
   

  	
  30

  
	
   

  	
  14.9

  	
  Sale or
  Lease to Non-Permitted States, Countries or Jurisdictions

  	
   

  	
  30

  
	
  15.

  	
   

  	
  TERMINATION
  OF AGREEMENT; REMEDIES for breach

  	
   

  	
  30

  
	
   

  	
  15.1

  	
  Termination
  of Agreement

  	
   

  	
  30

  
	
  16.

  	
   

  	
  NOTICES

  	
   

  	
  31

  
	
   

  	
  16.1

  	
  Manner of
  Sending Notices

  	
   

  	
  31

  
	
   

  	
  16.2

  	
  Notice
  Information

  	
   

  	
  32

  
	
  17.

  	
   

  	
  GOVERNING
  LAW AND JURISDICTION

  	
   

  	
  32

  
	
   

  	
  17.1

  	
  New York
  Law

  	
   

  	
  32

  
	
   

  	
  17.2

  	
  Jurisdiction

  	
   

  	
  33

  
	
   

  	
  17.3

  	
  Waiver of
  Jury Trial

  	
   

  	
  33

  
	
  18.

  	
   

  	
  MISCELLANEOUS

  	
   

  	
  33

  
	
   

  	
  18.1

  	
  No
  Brokers

  	
   

  	
  33

  
	
   

  	
  18.2

  	
  Confidentiality

  	
   

  	
  34

  
	
   

  	
  18.3

  	
  Rights of
  Parties

  	
   

  	
  34

  
	
   

  	
  18.4

  	
  Further
  Assurances

  	
   

  	
  34

  
	
   

  	
  18.5

  	
  Use of
  Word “Including”

  	
   

  	
  34

  
	
   

  	
  18.6

  	
  Headings

  	
   

  	
  34

  
	
   

  	
  18.7

  	
  Invalidity
  of any Provision

  	
   

  	
  35

  
	
   

  	
  18.8

  	
  Time of
  the Essence

  	
   

  	
  35

  
	
   

  	
  18.9

  	
  Amendments
  in Writing

  	
   

  	
  35

  
	
   

  	
  18.10

  	
  Assignment

  	
   

  	
  35

  
	
   

  	
  18.11

  	
  Entire
  Agreement

  	
   

  	
  35

  



 


3

















 


EXHIBITS


 




	
  EXHIBIT A

  	
  Aircraft Description

  
	
  EXHIBIT B

  	
  Base Sale Price

  
	
  EXHIBIT C 

  	
  Form of Acceptance Certificate

  
	
  EXHIBIT D

  	
  Form of Bill of Sale

  
	
  EXHIBIT E 

  	
  Lease Agreements

  
	
  EXHIBIT F 

  	
  Off-Lease Aircraft Delivery Conditions

  
	
  EXHIBIT G 

  	
  [Intentionally Omitted]

  
	
  EXHIBIT H 

  	
  Form of Technical Acceptance Certificate

  
	
  EXHIBIT I

  	
  Form of Guarantee

  
	
  EXHIBIT J

  	
  Confidential Amounts

  






 


4

















 


AIRCRAFT
SALE AGREEMENT


 


                         THIS
AIRCRAFT SALE AGREEMENT is made and entered into as of this 3rd day of March, 2010.


 


BETWEEN AND AMONG:


 


                         (i)               SUNRISE ASSET MANAGEMENT, LLC, a limited liability company organized under the laws of Nevada, whose
address and principal place of business is at 8360 S. Durango Drive, Las Vegas,
Nevada 89113, USA (“BUYER”);


 


                         (ii)             AERCAP PARTNERS I LIMITED, a company limited by shares organized under the laws of Ireland, whose
address and principal place of business is at AerCap House, Shannon, County
Clare, Ireland (with respect to the Leased Aircraft, “SELLER”,
and, with respect to the Off-Lease Aircraft, “OWNER
PARTICIPANT”);


 


                         (iii)            WELLS FARGO BANK NORTHWEST, NATIONAL
ASSOCIATION, a national banking
association organized under the laws of the United States, whose address and
principal place of business is at 299 South Main Street, 12th Floor, Salt Lake City, Utah
84111, USA, not in its individual capacity, but solely as owner trustee under
the MSN 26963 Trust Agreement (“MSN 26963 OWNER TRUSTEE”,
and, together with OWNER PARTICIPANT collectively, “SELLER”
with respect to the Off-Lease Aircraft bearing manufacturer’s serial 26963);
and


 


                         (iv)             WELLS FARGO BANK NORTHWEST,
NATIONAL ASSOCIATION, a national banking
association organized under the laws of the United States, whose address and
principal place of business is at 299 South Main Street, 12th Floor, Salt Lake City, Utah
84111, USA, not in its individual capacity, but solely as owner trustee under
the MSN 26964 Trust Agreement (“26964 OWNER TRUSTEE”
and, together with OWNER PARTICIPANT collectively, “SELLER”
with respect to the Off-Lease Aircraft bearing manufacturer’s serial 26964).


 


                         The
subject matter of this Agreement is six (6) used Boeing 757-200 aircraft
as further described in Exhibit A attached hereto, which SELLER desires to
sell to BUYER and BUYER desires to purchase from SELLER.  For the avoidance of doubt, where the term “SELLER”
is used in this Agreement or the other Operative Documents, it shall refer to
the SELLER for the individual Aircraft owned by such SELLER.


 


                         In
consideration of and subject to the mutual covenants, terms and conditions
contained in this Agreement, SELLER and BUYER agree as follows:


 


1.                                                                  SUMMARY OF TRANSACTION


 


                                                                            The following is a summary of the sale transaction between SELLER and
BUYER. It is set forth for the convenience of the parties only and will not be
deemed in any way to amend, detract from or simplify the other provisions of
this Agreement or the other Operative Documents.


 


1.1                                                           Description of
Aircraft


 


                                                                            Six (6) used Boeing 757-200 aircraft as further described in Exhibit A.


 


1.2                                                           Country of
Registration Prior to Sale


 


With respect to the Off-Lease Aircraft, the United States
of America.  With respect to the Leased
Aircraft, [...***...].


 


5

















 


1.3                                                           Sale Date and
Location


 


For each Off-Lease Aircraft, on or prior to March 31,
2010, at the Delivery Location for such Off-Lease Aircraft.


 


For each Leased Aircraft, the respective Lease
Expiry Date for such Leased Aircraft, at the Delivery Location for such Leased
Aircraft.


 


1.4                                                           Sale Price


 


For each Aircraft, the Sale Price for such
Aircraft.


 


1.5                                                           SELLER’s Bank
Account


 


[...***...]


 


2.                                                                  DEFINITIONS


 


Except where the context otherwise requires, the
following words have the following meanings for all purposes of this Agreement.
The definitions are equally applicable to the singular and plural forms of the
words. Any agreement defined below includes each amendment, modification,
supplement and waiver thereto in effect from time to time.


 


2.1                                                           General
Definitions


 


“Acceptance Certificate” means, with respect to an Aircraft, the acceptance certificate for such
Aircraft in the form of Exhibit C to this Agreement.


 


“Agreement” means this Aircraft Sale Agreement, together with all Exhibits hereto.


 


“Aircraft” means the Leased Aircraft and Off-Lease Aircraft.


 


“Aircraft Documentation” means, (i) with respect to the Off- Lease Aircraft, the log books,
Aircraft records, manuals and other documents, including additions, renewals,
and replacements made thereto prior to Sale, including, but not limited to,
maintenance manuals, system manuals, flight and operation manuals, inspection
records, wiring diagrams, checklists, minimum equipment list, illustrated parts
catalogues, and other documents and records (whether on paper, stored
electronically, or in any other medium) related to the Airframe, Engines and
Parts for such Aircraft that are in SELLER’s possession including, without
limitation, all “Aircraft Documents” and “Aircraft Documentation” listed in Exhibit F
hereto for Off-Lease Aircraft; and (ii) with respect to the Leased
Aircraft, the log books, Aircraft records, manuals and other documents,
including additions, renewals, and replacements made thereto prior to Sale,
including, but not limited to, maintenance manuals, system manuals, flight
manuals, inspection records, wiring diagrams, checklists, illustrated parts
catalogues, and other documents and records (whether on paper, stored
electronically, or in any other medium) related to the Airframe, Engines and
Parts for such Aircraft, including, without limitation all “Aircraft Documents”
and “Aircraft Documentation” as defined in the respective Lease Agreement and
required to be maintained and/or returned under such Lease Agreement.


 


6

















 


“Airframe” means, with respect to an Aircraft, the related airframe described in Exhibit A
together with all Parts relating thereto (except Engines or engines).


 


“Base Sale Price” means, with respect to an Aircraft, the base sale price for such
Aircraft as set forth in Exhibit B to this Agreement.


 


“Bill of Sale” or “Bills of Sale” means, with
respect to an Aircraft, the Warranty Bill of Sale and the FAA Bill of Sale for
such Aircraft collectively.


 


“Business Day” means any day other than a Saturday or Sunday that business of the
nature contemplated by this Agreement is carried out in Amsterdam, Dublin and
New York.


 


“CAA” means the [...***...] Civil Aviation Authority.


 


“Cape Town Convention” means the
Convention on International Interests in Mobile Equipment and its Protocol on
Matters Specific to Aircraft Equipment, concluded in Cape Town, South Africa,
on 16 November 2001, together with any protocols, regulations, rules,
orders, agreements, instruments, amendments, supplements, revisions or
otherwise that have or will be subsequently made in connection with the Cape
Town Convention by the “Supervisory Authority” (as defined in the Cape Town
Convention), the “International Registry” or “Registrar” (as defined in the
Cape Town Convention) or any other appropriate “registry authority” (as defined
in the Cape Town Convention) or other international or national body or
authority.  For avoidance of doubt,
references to the Cape Town Convention are to be deemed references to the
English language version of the Cape Town Convention.


 


“Closing Date” means, with
respect to an Aircraft, the date on which the Sale for such Aircraft takes
place.


 


“Commitment Fee” means the amount set forth in item 1 of Exhibit J.


 


“Contract of Sale” has the meaning
given to such term in the Cape Town Convention.


 


“Delivery Conditions” means, with respect to an Off-Lease Aircraft, the delivery conditions
for such Aircraft set forth in Exhibit F hereto, and, with respect to a
Leased Aircraft, the conditions set forth in [...***...] the associated Lease
Agreement for such Leased Aircraft.


 


“Delivery
Location”  means,
with respect to an Aircraft, a location in the contiguous United States to be
chosen by BUYER not less than fifteen (15) calendar days prior to the Sale Date
and agreed to by SELLER.  The parties
intend that with respect to each Aircraft, the Sale shall occur while the
Aircraft, the related Airframe and each related Engine is located at a location
(or in international airspace) where SELLER and BUYER are satisfied that no
sales, use, value-added, goods and services or any other similar tax or duty
will be imposed as a result of the transfer of title to the Aircraft to BUYER
while the Aircraft, the related Airframe and each related Engine are located in
such location.


 


7

















 


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


 


“Engine” means, with respect to an Aircraft, (i) each of the related
engines for such Aircraft listed on Exhibit A (which, in the case of the
Leased Aircraft, are subject to
Lessee’s right under the related Lease Agreement to replace engines) or any
other engines which SELLER and BUYER agree in writing will be substituted
therefor and (ii) all Parts installed in or on any of such engines at the
Sale of such Aircraft.


 


“Expenses” has
the meaning set forth in Article 11.1.


 


“Extension Option Aircraft” means the Leased Aircraft bearing manufacturer’s serial numbers
[...***...].


 


“FAA” means the Federal
Aviation Administration of the United States Department of Transportation, or
any successor thereto with authority and jurisdiction over civil aircraft
registered in the United States.


 


“FAA Bill of Sale” means a bill of
sale in the form of FAA Form 8050-2.


 


“FAA Counsel” means the law
firm of DeBee Gilchrist, P.C., Oklahoma City, Oklahoma, USA.


 


“Final Sale Date” means: (a) with
respect to an Off-Lease Aircraft, ten (10) calendar days after such
Aircraft has been tendered (in compliance with this Agreement, including the
satisfaction of all conditions precedent to be fulfilled by SELLER pursuant to Article 8.1
hereunder (other than such conditions precedent to be fulfilled simultaneously
with the Sale of such Aircraft hereunder, such as delivery of the executed
Bills of Sale)) by SELLER to BUYER in accordance with this Agreement; and (b) with
respect to a Leased Aircraft, thirty (30) calendar days after such Aircraft has
been tendered (in compliance with this Agreement, including the satisfaction of
all conditions precedent to be fulfilled by SELLER pursuant to Article 8.1
hereunder (other than such conditions precedent to be fulfilled simultaneously
with the Sale of such Aircraft hereunder, such as delivery of the executed
Bills of Sale and deregistration of the Aircraft from the CAA) by SELLER to
BUYER in accordance with this Agreement.


 


“Government Entity” means any (i) national,
state or local government, (ii) board, commission, department, division,
instrumentality, court, agency or political subdivision thereof and (iii) association,
organization or institution of which any thereof is a member or to whose
jurisdiction any thereof is subject or in whose activities any thereof is a
participant.


 


8

















 


“Guarantor” means
Allegiant Travel Company, a corporation organized under the laws of Nevada.


 


“Guarantee” means a
guarantee by Guarantor of BUYER’s obligations hereunder in the form attached
hereto as Exhibit I.


 


“Indemnitee” has the meaning
set forth in Article 11.1.


 


“International Interest” has the meaning
set forth in the Cape Town Convention.


 


“International Registry” means the
International Registry of Mobile Assets established under the Cape Town
Convention.


 


“Law” means any (i) statute, decree, constitution, regulation, order or
any directive of any Government Entity, (ii) treaty, pact, compact or other
agreement to which any Government Entity is a signatory or party and (iii) judicial
or administrative interpretation or application.


 


“Lease Agreement” means, with respect to a Leased Aircraft, the lease agreement relating
to such Leased Aircraft as specified in Exhibit E to this Agreement.


 


“Lease Expiry Date” means, (i) for each Leased Aircraft which is not an Extension
Option Aircraft, the date of the expiration of the respective Lease Agreement
as set forth in Exhibit A hereto, and (ii) for each Extension Option
Aircraft, the date of the expiration of the respective Lease Agreement as set
forth in Exhibit A hereto and if extended pursuant to the exercise by
Lessee of its right to extend under such Lease Agreement, such later date of
expiry as specified by SELLER to BUYER pursuant to Article 6.1.


 


“Leased Aircraft” means the aircraft described as such in Exhibit A, including each
Airframe, the two (2) related Engines, the related Parts and the related
Aircraft Documentation, collectively.  “Leased
Aircraft” shall mean each individual aircraft listed as such in Exhibit A
and all aircraft listed as such in Exhibit A as the context dictates.


 


“Lessee” means, with respect to a Leased Aircraft, the lessee of such Leased
Aircraft as specified in Exhibit A to this Agreement.


 


“Lessee Extension Option”
means, [...***...].


 


“Manufacturer” means The Boeing Company.


 


“Material Non-Conformity” means, with respect to an Aircraft, any non-conformity to the Delivery
Conditions for such Aircraft, whether comprised of damage or loss (not
constituting a Total Loss), discrepancy, or any other deviation from the
Delivery Conditions, in each case or in the aggregate for an Aircraft requiring
SELLER to expend more than the amount set forth in item 2 of Exhibit J to
rectify such condition(s), as such rectification amount may be determined by
SELLER acting reasonably.


 


9

















 


“MSN 26963 Trust Agreement”
means that certain trust agreement dated as of December 7, 2009 between
OWNER PARTICIPANT and MSN 26963 OWNER TRUSTEE in respect of the Aircraft
bearing manufacturer’s serial number 26963.


 


“MSN 26964 Trust Agreement”
means that certain trust agreement dated as of July 9, 2009 between OWNER
PARTICIPANT and MSN 26964 OWNER TRUSTEE in respect of the Aircraft bearing
manufacturer’s serial number 26964.


 


“Off-Lease Aircraft” means the aircraft described as such in Exhibit A, including each
Airframe, the two (2) related Engines, the related Parts and the related
Aircraft Documentation, collectively.  “Off-Lease
Aircraft” shall mean each individual aircraft listed as such in Exhibit A
and all aircraft listed as such in Exhibit A as the context dictates.


 


“Operative Documents” means this Agreement, each Bill of Sale, and each Acceptance
Certificate.


 


“Part” means, with respect to an Aircraft, any part, component, appliance,
module, accessory, instrument, communications equipment, furnishing, module,
SELLER-furnished equipment or other item of equipment (other than complete
Engines or engines) installed in or attached to the related Airframe or any
related Engine for such Aircraft.


 


“Person” means any individual, firm, partnership, joint venture, trust,
corporation, Government Entity, committee, department, authority or any body,
incorporated or unincorporated, whether having distinct legal personality or
not.


 


“Sale” means, with respect to an Aircraft, the completed sale of such Aircraft
by SELLER to BUYER and BUYER’s purchase of such Aircraft from SELLER in
accordance with this Agreement and the other Operative Documents.


 


“Sale Date” means, with respect to an Aircraft, the date specified for such
Aircraft in Article 3.2.


 


“Sale Price” means: (a) with respect to an Off-Lease Aircraft, the Base Sale
Price for such Off-Lease Aircraft; and (b) with respect to a Leased
Aircraft, the Base Price for such Leased Aircraft as adjusted by the Sale Price
Adjustment.


 


“Sale Price Adjustment” means, with respect to a Leased Aircraft, the following adjustments to
the Base Sale Price for such Leased Aircraft:


 


[...***...]


 


“Security Interest” means any encumbrance or security interest whatsoever, however and
wherever created or arising including (without prejudice to the generality of
the foregoing) any right of ownership, security, mortgage, pledge, charge,
encumbrance, lease, lien, statutory or other right in rem, hypothecation, title
retention, attachment, levy, claim, national or International Interest or right
of possession or detention.


 


10
















 


“Technical Acceptance Certificate”
means a technical acceptance certificate in the
form of Exhibit H to this Agreement.


 


“Total Loss” means, with respect to an Aircraft, any of the following:


 


(a)       the
actual or constructive total loss of such Aircraft (including any damage to
such Aircraft or requisition for use or hire which results in an insurance
settlement on the basis of a total loss);


 


(b)       such
Aircraft being destroyed, damaged beyond economic repair or permanently
rendered unfit for normal use for any reason whatsoever;


 


(c)       the
requisition of title or other compulsory acquisition of title for any reason of
such Aircraft by any Government Entity or other Person, whether de jure or de
facto;


 


(d)       the
hi-jacking, disappearance, theft, confiscation, detention or seizure of such
Aircraft which deprives any person permitted to have possession and/or use of
such Aircraft of its possession and/or use for more than 30 days or beyond the
Sale Date; or


 


(e)       the
requisition for use or hire of such Aircraft which deprives any person
permitted to have possession and/or use of such Aircraft of its possession
and/or use for more than 90 days or beyond the Sale Date.


 


“Warranty Bill of Sale” means a bill of sale in the form of Exhibit D to this Agreement.


 


“[...***...]
Counsel” means Freshfields Bruckhaus
Deringer LLP.


 


3.                                                                  PLACE AND DATE OF SALE


 


3.1                                                           Aircraft
Location at Time of Sale


 


Upon the Sale of an Aircraft, such Aircraft
shall be located in the Delivery Location and title to the Aircraft shall be
transferred from SELLER to BUYER at the Delivery Location.


 


3.2                                                           Sale Date


 


Subject to the meeting of the terms and
conditions hereof:


 


(a)       for
each Off-Lease Aircraft, the Sale Date shall be on or prior to March 31,
2010, at the Delivery Location for such Off-Lease Aircraft; and


 


(b)       for
each Leased Aircraft, the Sale Date shall be the respective Lease Expiry Date,
at the Delivery Location for such Leased Aircraft.


 


11

















 


3.3                                                           Delay


 


With
respect to any Aircraft, if, for any reason not caused by BUYER’s or SELLER’s
breach of this Agreement, such Aircraft shall not have been delivered to BUYER
in accordance with this Agreement within ninety (90) days from the Sale Date
for such Aircraft (including if LESSEE shall not have returned the Leased
Aircraft to SELLER in a timely fashion in accordance and in compliance with the
return conditions set forth in the Lease Agreement for such Leased Aircraft; or
if any Aircraft does not meet its Delivery Conditions, including in the case of
rectification of Off-Lease Aircraft Post-Technical Acceptance Discrepancies and
repair of damage to a Leased Aircraft after technical acceptance), then BUYER
shall have the right to terminate this Agreement in accordance with Article 15.1(c)-(d).
In the event of such termination, neither party will have any further liability
to the other except that: (a) each party
shall bear their respective costs and expenses incurred to date with respect to
such Aircraft in accordance with this Agreement and (b) SELLER shall
promptly refund to BUYER the portion of the Commitment Fee allocable to such
Aircraft in accordance with Article 15.1.


 


3.4                                                           Total Loss,
Material Non-Conformity or Other Damage Prior to Sale


 


(a) If a Total Loss or Material
Non-Conformity occurs or is discovered with respect to an Aircraft prior to
Sale of such Aircraft, the party having first knowledge thereof shall notify
the other.


 


(b) Upon receipt of notice of the
occurrence of a Total Loss to an Aircraft prior to Sale of such Aircraft, this
Agreement shall terminate with respect to such Aircraft and neither party will
have any further liability to the other with respect to such Aircraft except
that (i) each party shall bear their respective costs and expenses
incurred to date with respect to such Aircraft in accordance with this
Agreement and (ii) SELLER shall promptly refund to BUYER the portion of
the Commitment Fee allocable to such Aircraft.


 


(c) if Material Non-Conformity occurs or
is discovered with respect to an Aircraft prior to Sale of such Aircraft,
SELLER shall have the option, in its sole discretion, to:  (i) rectify
such affected Aircraft and tender the rectified Aircraft (fully compliant with
the Delivery Conditions) to BUYER, in which case BUYER shall be obligated to
purchase such Aircraft so long as tender of the compliant Aircraft is timely
made pursuant to Article 3.3; or (ii) terminate this Agreement with
respect to the affected Aircraft by giving written notice to BUYER after it
becomes aware of such Material Non-Conformity and refund the applicable portion
of the Commitment Fee to BUYER in accordance with Article 15.1. Upon
receipt of such termination notice, BUYER shall nevertheless have the option
(to be exercised within 30 calendar days after receipt of such termination
notice) to proceed with the sale and purchase of the un-rectified Aircraft
hereunder by paying to SELLER the Sale Price for such Aircraft reduced by the
amount set forth in item 5 of Exhibit J.


 


(d) In addition to the foregoing, SELLER
shall give BUYER prompt notice of all damage (for which the cost of repair is
estimated to exceed the amount set forth in item 5 of Exhibit J) to the
Aircraft as and when the same shall occur to the extent that SELLER is aware or
has been notified of such damage and BUYER shall have the right (i) to
inspect the affected Off-Lease Aircraft and participate in the decision making
associated with such repair; and (ii) to inspect the affected Leased
Aircraft to the extent of the SELLER’s rights as “Lessor” under the specific
Lease Agreement (and SELLER will facilitate the exercise of the same).


 


12

















 


4.                                                                  SALE PRICE


 


4.1                                                           Commitment Fee


 


SELLER acknowledges receipt from BUYER of a
portion of the Commitment Fee in the amount set forth in item 6 of Exhibit J.  Within two (2) Business Days of the date
of this Agreement, BUYER shall pay the balance of the Commitment Fee in the
amount set forth in item 7 of Exhibit J to SELLER.  Upon the Sale of an Aircraft, the portion of
the Commitment Fee allocated to each Aircraft (in the amount set forth in item
8 of Exhibit J per Aircraft) shall be applied to the Sale Price for such
Aircraft.


 


With respect to an Aircraft, the Commitment Fee
allocable to such Aircraft shall be refunded by SELLER to BUYER upon demand by BUYER
in the following circumstances only:


 


(a)                                           subject to the terms, including the 90-day period set forth in Article 3.3,
if such Aircraft does not comply with the Delivery Conditions for such Aircraft
as and when required hereunder;


 


(b)                                          in accordance with Article 3.4, upon a Total Loss or Material
Non-Conformity (which, in the case of a Material Non-Conformity, either (i) SELLER
opts not to rectify pursuant to Article 3.4(c) to such Aircraft prior
to Sale of such Aircraft, or (ii) SELLER does not timely rectify a
Material Non-Conformity pursuant to Articles 3.4(c) and 3.3);


 


(c)                                           in accordance with Article 5.1, due to the existence of Off-Lease
Aircraft Post-Technical Acceptance Discrepancies with respect to an Off-Lease
Aircraft which SELLER opts not to rectify pursuant to Article 5.1 prior to
Sale of such Off-Lease Aircraft;


 


(d)                                          SELLER breaches any representation, warranty or covenant in this
Agreement or other Operative Document.


 


4.2                                                           Sale Price


 


For each Aircraft, the Sale Price for such
Aircraft.


 


4.3                                                           Payment of Sale
Price Balance


 


With respect to each Aircraft, provided that
each party has complied with its respective obligations, including the meeting
of all applicable conditions precedent under this Agreement, upon SELLER’s
tender to BUYER of an Aircraft for sale in accordance with this Agreement at
the time of Sale for such Aircraft, BUYER will pay to SELLER the balance of the
Sale Price for such Aircraft.


 


13

















 


4.4                                                           SELLER’s Bank
Account


 


The Commitment Fee and Sale Price for each
Aircraft shall be paid by wire transfer of immediately available Dollar funds
to SELLER’s bank account at:


 


[...***...]


 


or to such other bank account as SELLER may
from time to time designate by written notice. 
All payments by BUYER to SELLER under this Agreement and the other
Operative Documents shall be made in full without any deduction or withholding
for BUYER Taxes.


 


5.                                                                  TECHNICAL ACCEPTANCE


 


5.1                                                           Off-Lease
Aircraft


 


With respect to the Off-Lease Aircraft, after BUYER
(i) observes the MPA runs and borescopes on the Engines and APU, (ii) reviews
the associated Aircraft Documentation, and (iii) inspects such Off-Lease
Aircraft, in each case for compliance with the relevant Delivery Conditions,
provided that BUYER is satisfied with the same, BUYER shall give technical
acceptance of the Off-Lease Aircraft in Goodyear, Arizona no later than March 15,
2010 by executing the Technical Acceptance Certificate and delivering an
original thereof to SELLER.  Such
technical acceptance by BUYER shall exclude ferry flight discrepancies, all
ferry flight log book entries and any loss, damage or destruction affecting the
Off-Lease Aircraft prior to delivery (but after technical acceptance by
BUYER).  Upon such technical acceptance
of the Off-Lease Aircraft, SELLER shall move the Off-Lease Aircraft (or cause
the Off-Lease Aircraft to be moved) to the Delivery Location on or prior to the
Sale Date where BUYER shall conduct its final inspection of such Off-Lease
Aircraft, which shall be limited to a walk-around inspection and review of the
logbook, and concluded by the Sale Date.


 


With respect to any ferry flight discrepancies,
ferry flight log book entries, and any loss or damage affecting the Off-Lease
Aircraft prior to delivery but after technical acceptance by BUYER (such
discrepancies being referred to as “Off-Lease  Aircraft  Post-Technical Acceptance
Discrepancies”), SELLER shall have the
option, in its sole discretion, to:  (i) correct such Off-Lease
Aircraft Post-Technical Acceptance Discrepancies and tender the remedied
Aircraft to BUYER on the Sale Date or within ninety (90) days after the Sale
Date for such Aircraft (in accordance with Article 3.3), in which case
BUYER shall be obligated to purchase such Aircraft; or (ii) if the cost
(in SELLER’s reasonable judgment) to SELLER to remedy such Off-Lease Aircraft
Post-Technical Acceptance Discrepancies (when combined with the cost to SELLER
to remedy any other non-conformity of the Aircraft with the Delivery Conditions
discovered and corrected prior to the execution of the Technical Acceptance
Certificate with respect to such Off-Lease Aircraft) shall exceed the amount
set forth in item 9 of Exhibit J, terminate this Agreement with respect to
the affected Aircraft by giving written notice to BUYER and refund the
applicable portion of the Commitment Fee to BUYER in accordance with Article 15.1.
Upon receipt of such termination notice, BUYER shall nevertheless have the
option (to be exercised within 30 calendar days of receipt of such termination
notice) to proceed with the sale of the un-rectified Aircraft hereunder by
paying to SELLER the Sale Price for such Aircraft reduced by the amount set
forth in item 9 of Exhibit J.  For
the avoidance of doubt, SELLER shall be, subject to BUYER not being in default
of its obligations hereunder, obligated to expend up to the amount set forth in
item 9 of Exhibit J to bring the Off-Lease Aircraft into compliance with
the Delivery Conditions (including, taking into account Off-Lease Aircraft
Post-Technical Acceptance Discrepancies).


 


14

















 


5.2                                                           Leased Aircraft


 


With respect to the Leased Aircraft, BUYER shall be
entitled to undertake physical inspection of the Leased Aircraft and associated
Aircraft Documentation at such times and having
such scope as is permitted to the “Lessor” under the Lease Agreement for such
Leased Aircraft.  Such inspections will
be reasonably coordinated through SELLER and have the duration and scope
permitted (to the maximum extent) under the respective Lease Agreement for the
Leased Aircraft.  SELLER shall allow
BUYER to make use of all inspection rights (both, during the term and in
anticipation of Aircraft return) afforded to the “Lessor” of the Leased
Aircraft under the respective Lease Agreement, including, without limitation,
test or demonstration flight participation, representative presence at checks
and inspections, including borescope inspections.  During return of the Leased Aircraft from
LESSEE, BUYER shall, and SELLER shall coordinate with LESSEE to allow BUYER to,
use such redelivery period to inspect the Leased Aircraft, such that the return
of the Leased Aircraft from LESSEE pursuant to the associated Lease Agreement
and the delivery of such Leased Aircraft to BUYER pursuant to this Agreement
shall, to the extent possible, be “back-to-back”; provided, however, and for the avoidance of doubt, SELLER shall be, subject to BUYER not being
in default of its obligations hereunder, obligated to expend up to the amount
set forth in item 9 of Exhibit J to bring the Leased Aircraft into
compliance with the Delivery Conditions, regardless of whether or not the
LESSEE complies therewith.  Provided that BUYER is satisfied with the condition
of the Leased Aircraft and its compliance with the Delivery Conditions, BUYER
shall give technical acceptance of the Leased Aircraft [...***...]
where the Aircraft is returned under the Lease Agreement by LESSEE by
executing the Technical Acceptance Certificate and delivering an original
thereof to SELLER.  Upon such technical
acceptance of a Leased Aircraft, SELLER shall move the Leased Aircraft (or
cause the Leased Aircraft to be moved) at SELLER’s cost and expense and on
SELLER’s insurance to the Delivery Location on or prior to the Sale Date or
within ninety (90) days after the Sale Date for such Aircraft (in accordance
with Article 3.3).


 


Any discrepancies discovered or arising after such
BUYER’s technical acceptance of such Leased Aircraft shall be for BUYER’s
account (unless the same fall within the parameters of being damage or loss and
covered by the next succeeding provisions), and BUYER shall be obligated to
purchase such Aircraft notwithstanding such discrepancies.


 


For purposes of the next succeeding sentences, the
term “Required SELLER Hull Insurance” means (i) Hull
All Risks insurance under the standard US or London aviation insurance market
hull all risk form covering all risks of loss or damage, howsoever occasioned,
to each Leased Aircraft while flying, taxiing or on the ground, for an amount
equal to no less than the Sale Price plus the amount set
forth in item 14 of Exhibit J, subject to a deductible
in the case of a partial loss of not more than the amount set
forth in item 15 of Exhibit J, and (ii) Hull War
and Allied Perils insurance against any risks normally excluded by the War,
Hijacking and other Perils Exclusions Clause of the standard US or London
aviation insurance market 


 


15

















 


hull all risk form for an amount no less than the
Sale Price, subject to a deductible in the case of a partial loss of not more
than the amount set forth in item 15 of Exhibit J.  With respect to the ferry of a
Leased Aircraft after technical acceptance by BUYER, SELLER shall carry the
Required SELLER Hull Insurance on each Leased Aircraft during the ferry flight
to the Delivery Location through the Sale of the Leased Aircraft.  SELLER will, prior to the commencement of
each such ferry flight, provide to BUYER a certificate of insurance evidencing
such coverage for the Leased Aircraft to be ferried.


 


Upon arrival of the Leased Aircraft at the Delivery
Location, BUYER shall be entitled to inspect the Leased Aircraft for any damage
or loss to the Leased Aircraft arising since the technical acceptance. In the event any loss or damage (not
constituting a Total Loss) occurs during the ferry flight for such Aircraft for
which insurance proceeds are payable under the Required SELLER Hull Insurance
(such damage and/or loss being an “Insured
Event”), SELLER shall notify its insurers thereof, with a copy to
BUYER, and closing of the Sale of the affected Leased Aircraft shall proceed as
scheduled hereunder upon arrival of the Aircraft at the Delivery Location, provided,
however, at Sale, BUYER shall be entitled to withhold from the Sale Price
for such Leased Aircraft an amount reasonably determined by BUYER to equal the
estimated cost to repair the Insured Event (such withheld amount being the “BUYER  Withheld
Amount”).


 


Thereafter, BUYER shall proceed with repair of the
Insured Event and provide to SELLER and its insurers information as reasonably
required to process and obtain payment under the Required SELLER Hull
Insurance. SELLER will cooperate with BUYER and take all reasonable steps to
assure prompt payment of insurance proceeds for the Insured Event.  SELLER and BUYER will cooperate with one
another to achieve payment of all insurance proceeds from the Required SELLER
Hull Insurance for the Insured Event at the earliest possible time.


 


Upon payment under the Required SELLER Hull
Insurance of all loss proceeds for an Insured Event (the “Loss Proceeds”) (which payment may have
been made directly to the one or more facilities conducting the repair,
directly to SELLER or any affiliate of SELLER, or any combination thereof),
SELLER and BUYER will effect a settlement for the affected Leased Aircraft. If
the Loss Proceeds exceed the Buyer Withheld Amount, SELLER will pay to BUYER
the difference between such amounts. If the BUYER Withheld Amount exceeds the
amount of the Loss Proceeds, BUYER will pay to SELLER the difference between
such amounts (less the difference between the amount set
forth in item 16 of Exhibit J and the SELLER’s
deductible under the Required SELLER Hull Insurance).


 


6.                                                                  EXTENSION OF LEASED AIRCRAFT


 


6.1                                                           Extension on
Same Terms and Conditions


 


In the event LESSEE exercises the Lessee
Extension Option for an Extension Option Aircraft, SELLER shall give BUYER
notice thereof and of the new Lease Expiry Date within ten (10) Business
Days of receipt of such notice from Lessee. 
[...***...]


 


16

















 


6.2                                                           Extension on
Different Terms and Conditions


 


[...***...]


 


7.                                                                  CONDITION OF AIRCRAFT AT SALE


 


7.1                                                           Condition at
Sale


 


The Aircraft will be sold by SELLER to BUYER in
an “AS IS WHERE IS” and “WITH ALL FAULTS” condition.


 


7.2                                                           Disclaimer


 


THE AIRCRAFT AND EACH PART THEREOF IS
BEING SOLD IN ITS THEN “AS IS, WHERE IS” CONDITION ON THE CLOSING DATE, WITHOUT
ANY REPRESENTATION, WARRANTY OR GUARANTEE OF ANY KIND BEING MADE OR GIVEN BY
SELLER, ITS SERVANTS OR AGENTS, EXPRESS OR IMPLIED, ARISING BY LAW OR
OTHERWISE, OTHER THAN THE EXPRESS REPRESENTATIONS AND WARRANTIES IN ARTICLE 13
HEREOF, INCLUDING THE WARRANTY OF TITLE GIVEN IN THE BILL OF SALE AND THE
SELLER REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 13 HEREOF.


 


FROM AND AFTER THE RECEIPT BY SELLER OF THE
ACCEPTANCE CERTIFICATE, THE FOLLOWING SHALL APPLY:  SUBJECT TO THE TERMS OF THE FOREGOING
PARAGRAPH BUT WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER
SPECIFICALLY DISCLAIMS, AND EXCLUDES HEREFROM (A) ANY WARRANTY AS TO THE
AIRWORTHINESS, VALUE, DESIGN, QUALITY, MANUFACTURE, OPERATION, OR CONDITION OF
THE 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 PATENT 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 THE
AIRCRAFT; AND (F) ANY 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 THE AIRCRAFT OR FOR ANY LIABILITY OF BUYER TO ANY THIRD PARTY OR ANY
OTHER DIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGE ARISING FROM ANY SUCH
WARRANTIES DISCLAIMED. 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. EXCLUDED FROM THE FOREGOING ARE SELLER’S
EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 13 AND WARRANTY OF
TITLE SET FORTH IN THE BILLS OF SALE.  DELIVERY
BY BUYER TO SELLER OF THE ACCEPTANCE CERTIFICATE SHALL BE CONCLUSIVE PROOF AS
BETWEEN SELLER AND BUYER THAT BUYER’S TECHNICAL EXPERTS HAVE EXAMINED AND
INVESTIGATED THE AIRCRAFT AND THAT THE AIRCRAFT IS IN EVERY WAY SATISFACTORY TO
BUYER.


 


17

















 


7.3                                                           Deficiencies
and Delays


 


With respect to an Aircraft, BUYER agrees that,
as from the Closing Date for such Aircraft, SELLER shall not be liable for any
liability, claim, loss, damage or expense of any kind or nature caused directly
or indirectly by such Aircraft or any Part thereof, by any inadequacy of
such Aircraft for any purpose or any deficiency or defect therein, by the use
or performance of such Aircraft, by any maintenance or repairs to such
Aircraft, by any interruption or loss of service or use of such Aircraft or by
any loss of business or other consequential damage or any damage whatsoever,
howsoever caused including the negligence of SELLER. SELLER shall bear no
liability whatsoever for the cost of modifications of such Aircraft whether in
the event of grounding or suspensions of certification, or for any other
cause.  The foregoing shall not apply to
any claim for loss, damage or expense that arises directly out of a breach or
inaccuracy of SELLER’s express representations and warranties in Article 13
or the Bills of Sale.


 


7.4                                                           Final Sale Date


 


If the Sale for an Aircraft shall not have occurred on or
before the Final Sale Date for such Aircraft due to breach by BUYER of its
obligations hereunder or breach by BUYER of any representation, warranty or
covenant under this Agreement, the obligation of SELLER to sell, and of BUYER
to buy, such Aircraft shall terminate in accordance with Article 15.1(a)-(b).


 


8.                                                                  CONDITIONS PRECEDENT AND OTHER DOCUMENTARY REQUIREMENTS


 


8.1                                                           Conditions to
BUYER’s Obligations


 


With respect to each Aircraft, the following
will be conditions precedent to BUYER’s obligation to purchase such Aircraft
from SELLER, which SELLER hereby undertakes in good faith to cause to occur or
be true and correct upon the Sale of such Aircraft:


 


(i)                                             That the representations and warranties of SELLER set out in Article 13
shall be true and accurate as of the Closing Date for such Aircraft.


 


(ii)                                          Delivery by SELLER of (1) the duly executed Bills of Sale
evidencing transfer of title for such Aircraft (with the FAA Bill of Sale
having been pre-positioned with FAA Counsel prior to the date of Sale), and (2) a
certified copy of all historical bills of sale in SELLER’s possession from date
of manufacture to sale to BUYER hereunder.


 


(iii)                                       Such Aircraft shall be located at the Delivery Location.


 


(iv)                                      Receipt by BUYER of evidence that SELLER is authorized to enter into the
transaction contemplated by this Agreement and the other Operative Documents to
which it is a party and evidence of the authority of a person or persons to
sign and deliver of behalf of SELLER this Agreement and the other Operative
Documents to which it is a party and any notice or other documents to be given
or entered into pursuant hereto or thereto.


 


18

















 


(v)                                         SELLER not being
in default of its obligations under this Agreement or the other Operative
Documents to which it is a party.


 


(vi)                                      With respect to
all Aircraft, BUYER shall have received evidence, immediately prior to Sale,
from FAA Counsel that there are no recorded (at the FAA registry or the
International Registry) Security Interests affecting such Aircraft or any
Engine or any Part thereof (except for any prospective Contract of Sale in
favor of BUYER pursuant to this Agreement) and the undertaking and agreement of
FAA Counsel to issue, promptly after Sale, a legal opinion on the Sale and
registration of the Aircraft with the FAA and the International Registry, in
customary form.


 


(vii)                                   With respect to a
Leased Aircraft, in addition to (vi), (1) BUYER shall have received
evidence from [...***...]
Counsel that there are no recorded (at the CAA registry or the International
Registry) Security Interests affecting such Aircraft or any Engine or any Part thereof
(except for any prospective Contract of Sale in favor of BUYER pursuant to this
Agreement), and (2) BUYER shall have received a copy of the lease
termination document executed by the LESSEE and the respective lessor effecting
termination of the respective Lease Agreement.


 


(viii)                                With respect to a
Leased Aircraft, SELLER shall provide confirmation of the deregistration of
such Leased Aircraft from [...***...], together
with confirmation that the CAA has notified the FAA of such deregistration,
which notice and confirmation shall be in such form and have such content as
shall meet the requirements of the FAA for registration of civil aircraft in
the United States.


 


(ix)                                        No Total Loss
shall have occurred with respect to such Aircraft.


 


(x)                                           At
the time of (1) technical acceptance of each Aircraft BUYER shall be
reasonably satisfied that the Aircraft meets the Delivery Conditions, and (2) delivery
at the Delivery Location, BUYER shall be reasonably satisfied with
rectification of items, if any, to be rectified by SELLER pursuant to Articles
3.4, 5.1 and 5.2, subject, however, to SELLER’S rights thereunder.


 


(xi)                                        No change having
occurred after the date of this Agreement in any applicable law or regulation
(or in the interpretation thereof) which would make it illegal for BUYER to
perform any of its obligations under this Agreement and the other Operative
Documents to which it is a party (and any other documents to be entered into
pursuant hereto); provided that if any such change has occurred, the parties
may, but shall not be obligated to, use all reasonable cooperative endeavours
to restructure the transaction contemplated by such documents so as to avoid
the aforementioned illegality or material prejudice.


 


19

















 


(xii)                                     SELLER shall have
delivered to BUYER such documents and certificates as BUYER may reasonably
request, and as it is entitled or required under applicable law to provide, in
connection with any claim for exemption from or a reduced rate applicable to
any BUYER Taxes for which BUYER may be responsible by applicable law or under
this Agreement.


 


8.2                                                           Conditions to
SELLER’s Obligations


 


With respect to each Aircraft, the following
(with the exception of Article 8.2(xi) below, which shall be a condition
precedent to the effectiveness of this Agreement) will be conditions precedent
to SELLER’s obligation to sell such Aircraft to BUYER, which BUYER hereby
undertakes in good faith to cause to occur or be true and correct upon the Sale
of such Aircraft:


 


(i)                                             Receipt by BUYER of the balance of the Commitment Fee in accordance with
Article 4.1 above.


 


(ii)                                          BUYER will have paid to SELLER the balance of the Sale Price for such
Aircraft in accordance with Article 4.3.


 


(iii)                                       That the representations and warranties of BUYER set out in Article 14
shall be true and accurate as of the Closing Date for such Aircraft.


 


(iv)                                      Delivery by BUYER of the duly executed Acceptance Certificate for such
Aircraft.


 


(v)                                         Such Aircraft shall be located at the Delivery Location.


 


(vi)                                      Receipt by SELLER of evidence that BUYER is authorized to enter into the
transactions contemplated by this Agreement and the other Operative Documents
to which it is a party and evidence of the authority of a person or persons to
sign and deliver on behalf of BUYER this Agreement and the other Operative
Documents to which it is a party and any notice or other documents to be given
or entered into pursuant hereto or thereto.


 


(vii)                                   BUYER not being
in default of its obligations under this Agreement and the other Operative
Documents to which it is a party.


 


(viii)                                BUYER shall have
delivered to SELLER an insurance certificate meeting the requirements of this
Agreement.


 


(ix)                                        No change having
occurred after the date of this Agreement in any applicable law or regulation
(or in the interpretation thereof) which would make it illegal for SELLER to
perform any of its obligations under this Agreement and the other Operative
Documents to which it is a party (and any other documents to be entered into
pursuant hereto); provided that if any such change has occurred, the parties
may, but shall not be obligated to, use all reasonable cooperative endeavours
to restructure the transaction contemplated by such documents so as to avoid
the aforementioned illegality or material prejudice.


 


20
















 


(x)                                           BUYER
shall have delivered to SELLER such documents and certificates as SELLER may
reasonably request, and as it is entitled or required under applicable law to
provide, in connection with any claim for exemption from or a reduced rate
applicable to any taxes for which SELLER may be responsible by applicable law
or under this Agreement.


 


(xi)                                        Guarantor shall
have delivered to SELLER a duly executed original of the Guarantee.


 


8.3                                                           Registrations
Prior to, At and After Closing


 


Upon the execution of this Agreement, SELLER and BUYER
shall cooperate in, and jointly authorize FAA Counsel to make, the registration
with the International Registry of a prospective Contract of Sale (as
represented by this Agreement) with respect to each of the Aircraft including Engines.


 


In advance of the Closing Date for an Aircraft, SELLER
and BUYER shall have pre-positioned with FAA Counsel all consents, documents of
sale, transfer, and lien releases, and Aircraft registration as may be
necessary in order to accomplish the filing of such documentation with the FAA,
and if necessary, appropriate registrations with the International Registry,
contemporaneously with payment of the Sale Price for such Aircraft to SELLER.


 


Immediately upon BUYER’s purchase of an Aircraft,
evidenced by the SELLER’S delivery to BUYER of the dated, fully executed Bills
of Sale, all risk of loss or damage to such Aircraft will pass from SELLER to
BUYER.


 


Immediately after BUYER’s purchase of an Aircraft,
BUYER shall apply for registration of the Aircraft in its name with the FAA,
which registration shall be filed with the FAA contemporaneously with the
filing of the Bills of Sale by FAA Counsel.


 


9.                                                                  SELLER ASSIGNMENT OF RIGHTS AND WARRANTIES


 


9.1                                                           Assignable
Warranties


 


With respect to an Aircraft, effective at the
time of the Sale for such Aircraft, SELLER hereby assigns to BUYER any
assignable warranties and indemnities accruing to or provided to the SELLER by
Manufacturer and other vendors and service providers with respect to such
Aircraft, including any rights which may have accrued prior to such Sale
(including those reverting or assigned to SELLER at termination of the related
Lease Agreement) but which have not been fully exercised by SELLER.


 


9.2                                                     Non-Assignable
Warranties


 


                                                                      To the extent that any warranty or indemnity accruing to or provided to
SELLER by Manufacturer and others with respect to the Aircraft are not
assignable or cannot be assigned, BUYER will be entitled to take such action to
enforce such warranty or indemnity in the name of SELLER against Manufacturer
and such other vendors and service providers, but subject to SELLER’s first
ensuring that SELLER is indemnified and secured to SELLER’s reasonable
satisfaction against all losses, damage, costs, expenses and liabilities
thereby incurred or to be incurred pursuant to such enforcement.


 


21

















 


10.                                                           EXPENSES AND TAXES


 


10.1                                                    Costs and
Expenses of Sale


 


BUYER agrees to pay all costs and expenses of
FAA Counsel to achieve the change in registration of the Aircraft from the name
of SELLER to the name of BUYER and the registration of the Contract of Sale
with the International Registry.  BUYER
further agrees to pay all costs and expenses incurred in connection with any
special BUYER lender or mortgage requirements, if applicable.  SELLER agrees to pay all costs and expenses
incurred in connection with terminating, discharging and/or releasing any
Security Interests covered by SELLER’s warranty of title hereunder.  Each of SELLER and BUYER shall bear their
respective costs and expenses associated with registration of each of them as
transacting user entities with the International Registry. SELLER and BUYER
shall share, equally, the costs and expenses of FAA Counsel to issue pre-Sale
lien reports and memoranda with respect to each Aircraft and post-closing legal
opinions with respect to filings and registrations made with respect to each
Sale.


 


                                                                            In addition, each party shall otherwise bear their own expenses with
respect to negotiating this Agreement and the other Operative Documents and the
closing of the transaction contemplated hereby.


 


10.2                                                    Sales Taxes


 


                                                                            BUYER will pay promptly when due, and will indemnify and hold harmless
SELLER on a full indemnity basis from, all taxes, duties and fees which are or
are in the nature of a VAT, sales or transfer tax and any assessments,
penalties, fines, additions to tax or interest thereon which may be levied by
any taxing authority whose jurisdiction encompasses the Delivery Location in
connection with the sale, purchase, and delivery of any Aircraft under this
Agreement (collectively, “Buyer Taxes”).  BUYER’s indemnity obligations will exist
regardless of the manner in which such charges are imposed (whether imposed
upon SELLER, BUYER, all or part of an Aircraft, the Engines or otherwise).  Specifically excluded from the tax
indemnification obligation of BUYER and “Buyer Taxes” are the following (“Excluded Taxes”):


 


(i) any taxes imposed as a
result of the failure of SELLER to comply with its obligations under this Agreement
or non-performance in relation to any applicable laws governing such
obligations;


 


(ii) any taxes arising as a result of the gross negligence or
willful misconduct of SELLER or the breach by SELLER of any of its
representations or obligations under this Agreement;


 


(iii) capital gains, franchise, or business and occupation taxes
or taxes imposed in respect of SELLER’s income, profits, reserves, earnings,
capital or worth (regardless of how imposed, including by withholding), or any
other doing business taxes, or taxes similar to or in substitution for any
thereof;


 


22

















 


(iv) any taxes arising solely as a result of SELLER having a place
of business in the Delivery Location or any location relevant to the imposition
of taxes on the sale, purchase and delivery of an Aircraft hereunder;


 


(v) any taxes imposed by any non-United Stated Federal, State or
local taxing authority provided that no change is made after the date
hereof to the definition of “Delivery Location” whereby such definition
is expanded to include non-United States jurisdictions.


 


In addition to the foregoing, SELLER shall defend, indemnify and hold
BUYER harmless from and against any and all claims, demands, costs, fees and
expenses arising out of taxes, duties, fees, costs or impositions of any kind
arising prior to each Sale.


 


10.3                                                    After-Tax Basis


 


                                                                            The amount which each party is required to pay with respect to any taxes
indemnified against under Articles 10.1 and 10.2 is an amount sufficient to
restore SELLER on an after-tax basis to the same position as such party would
have been in had such taxes not been incurred.


 


10.4                                                    Timing of
Payment


 


                                                                            Any amount payable to the other party pursuant to this Article 10
will be paid within ten (10) days after receipt of a written demand
therefor accompanied by a written statement describing in reasonable detail the
basis for such indemnity and the computation of the amount so payable;
provided, however, that such amount need not be paid by the indemnifying party
prior to the earlier of (i) the date any tax is payable to the appropriate
Government Entity or taxing authority (if no contest is being pursued under
(ii)) or (ii) in the case of amounts which are being contested by the
indemnifying party in good faith or by the indemnified party pursuant to Article 10.5,
the date such contest is finally resolved.


 


10.5                                                    Contests


 


If a claim is made against an indemnified party
for taxes with respect to which an indemnifying party is liable for a payment
or indemnity hereunder, the indemnified party will promptly give the
indemnifying party notice in writing of such claim; provided, however, that an
indemnified party’s failure to give notice will not relieve the indemnifying
party of its obligations hereunder except to the extent that the indemnifying
party has been materially prejudiced by the failure to provide, or delay in
providing, such notice. So long as (i) the indemnifying party has provided
the indemnified party, at the indemnified party’s request, with an opinion of
independent tax counsel that a reasonable basis exists for contesting such
claim, and (ii) adequate reserves have been made for such taxes or, if
required, an adequate bond has been posted , then the indemnified party, at the
indemnifying party’s written request, will in good faith, with due diligence
and at the indemnifying party’s expense, contest (or permit the indemnifying
party to contest in the name of the indemnified party) the validity,
applicability or amount of such taxes. The indemnified party agrees to give its
reasonable cooperation to the indemnifying party in any contest of the
imposition of taxes for which an indemnifying party is liable hereunder,
regardless of on whom or what imposed.


 


23

















 


10.6                                                    Refunds


 


                                                                            Upon receipt by an indemnified party of a refund of all or any part of
any taxes which an indemnifying party has paid, the indemnified party will pay
to the indemnifying party the amount of such taxes refunded.


 


10.7                                                    Cooperation


 


                                                                            SELLER and BUYER will 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.  In addition, BUYER and SELLER
agree to furnish the other with such documents and certificates as the other
party may reasonably request, and as it is entitled or required under
applicable law to provide, in connection with any claim for exemption from or a
reduced rate applicable to any taxes for which BUYER or SELLER may be
responsible by applicable law or under this Agreement.


 


11.                                                           INDEMNITIES


 


11.1                                                    General
Indemnity


 


With respect to each Aircraft, subject to Article 11.2,
BUYER agrees to defend, indemnify and hold harmless SELLER, AeroTurbine, Inc.,
[...***...], AerCap Ireland Limited, AerCap Cash Manager II Limited and each of
their respective officers, directors, employees, agents and shareholders
(individually, an “Indemnitee”,
and, collectively, the “Indemnitees”)
from any and all liabilities, obligations, losses, damages, penalties, claims,
actions, suits, costs, disbursements and expenses (including reasonable legal
fees, costs and related expenses) of every kind and nature (“Expenses”) which may be incurred by a Indemnitee on or after
the Closing Date of such Aircraft arising directly or indirectly out of or in
any way connected with:


 


(a) the ownership, possession, control, use or
operation of such Aircraft (either in the air or on the ground) by BUYER or any
Person after the Sale of such Aircraft; and


 


(b) any claim arising after the Sale that any
design, article or material in such Aircraft or in the operation or use of such
Aircraft constitutes an infringement of a patent, copyright, design or other
proprietary right.


 


11.2                                                    Exception to
General Indemnities


 


BUYER will be released from the indemnity
(including defense and hold harmless obligations) provided for in Article 11.1
with respect to an Aircraft, and BUYER’s obligations under Article 11.1
shall exclude:


 


(i) Expenses of an Indemnitee that do not result
from acts or omissions attributable to the ownership, possession, control, use
or operation of such Aircraft after the Sale of such Aircraft.


 


24

















 


(ii) Expenses of an Indemnitee caused by the willful misconduct or
gross negligence of such Indemnitee or its employees, servants or agents;


 


(iii) Expenses of an Indemnitee resulting from the failure by the
SELLER to comply with any of its express obligations under this Agreement or
the other Operative Documents (unless such failure is caused by failure by the
BUYER to comply with any of its express obligations under this Agreement or the
other Operative Documents) or any representation or warranty given by the
SELLER not being true and correct;


 


(iv) Expenses of an Indemnitee that are ordinary or usual
operating or overhead expenses of such Indemnitee, except to the extent that
the same arise on the occurrence of any breach by the BUYER of its obligations
under this Agreement or the other Operative Documents;


 


(v) Expenses of an Indemnitee that are required to be borne by
such Indemnitee in accordance with any other express provision contained in
this Agreement or the other Operative Documents;


 


(vi) Expenses of an Indemnitee that are or represent taxes,
duties, or other governmental imposition or loss of tax benefits whether or not
indemnified under this Agreement (it being the agreement of the parties that
responsibility, as between the parties, for taxes, duties and other
governmental impositions, shall be covered by Articles 10.2 through 10.7
above);


 


(vii) Expenses of an Indemnitee arising out the liability of such
Indemnitee or any of its officers, employees, servants or agents, as a
manufacturer, supplier, vendor or maintenance or service provider;


 


(viii) Expenses of an Indemnitee attributable to the imposition or
existence of a Security Interest affecting such Aircraft or any Part thereof
created by or through any Indemnitee or for which such Indemnitee is
responsible under this Agreement or the other Operative Documents.


 


11.3                                                    After-Tax Basis


 


                                                                            The amount which BUYER will be required to pay with respect to any
Expense indemnified against under Article 11.1 will be an amount
sufficient to restore the Indemnitee, on an after-tax basis, to the same
position such Indemnitee would have been in had such Expense not been incurred.


 


11.4                                                    Timing of
Payment


 


                                                                            It is the intent of the parties that each Indemnitee will have the right
to indemnification for Expenses hereunder within ten (10) days after BUYER’s
receipt of a written demand therefor from such Indemnitee accompanied by a
written statement describing in reasonable detail the basis for such indemnity;
provided, however, the provisions hereof shall not limit the right of BUYER to
contest claims and demands underlying the claim for indemnification so long as
such contest is being pursued in good faith.


 


25

















 


11.5                                                    Subrogation


 


                                                                            Upon the payment in full of any indemnity pursuant to this Article 11
by BUYER, BUYER (or its insurers) will be subrogated to any right of the
Indemnitee in respect of the matter against which such indemnity has been made.


 


11.6                                                    Notice


 


                                                                            Each Indemnitee and BUYER will give prompt written notice to the other
of any liability of which such party has knowledge for which BUYER, is, or may
be, liable under Article 11.1 (taking into account Article 11.2);
provided, however, that failure to give such notice will not terminate any of
the rights of Indemnitees under this Article 11 except to the extent that
BUYER has been materially prejudiced by the failure to provide such notice.


 


11.7                                                    Refunds


 


                                                                            If any Indemnitee obtains a recovery of all or any part of any amount
which BUYER has paid to such Indemnitee, such Indemnitee will pay to BUYER the
excess amount recovered by such Indemnitee.


 


11.8                                                    Defense of
Claims


 


                                                                            BUYER and its insurers will have the right (in each such case at such
Indemnitee’s sole expense) to investigate or, provided that BUYER or its
insurers has not reserved the right to dispute liability with respect to any
insurance policies pursuant to which coverage is sought, defend or compromise
any claim covered by insurance for which indemnification is sought pursuant to Article 11.1
and each Indemnitee will cooperate with BUYER or its insurers with respect
thereto. If BUYER or its insurers are retaining attorneys to handle such claim,
and are controlling the defense of such claim, then, to the extent the insurers
of BUYER are involved, so long as such insurers agree, such counsel must be
reasonably satisfactory to the Indemnitees.


 


11.9                                                    Other
Indemnification


 


                                                                            BUYER will be obligated to indemnify and hold harmless any Indemnitee in
accordance with the terms of this Article 11 and any Indemnitee may invoke
BUYER’s obligations hereunder even though an Indemnitee also has received an
agreement to indemnify and hold harmless with respect to the same matters from
any other Person.


 


12.                                                           INSURANCE


 


12.1                              Liability
Insurance


 


                                                                            From and after the Closing Date for an Aircraft, for a period of two (2) years,
BUYER will carry, or cause any operator of such Aircraft to carry, aviation and
airline general third party liability insurance to the extent of BUYER’s 


 


26

















 


undertaking set forth in Articles 11.1 and 11.2
with insurers and through brokers (if applicable) reasonably acceptable to
SELLER and subject to policy terms and conditions with respect to coverage of
matters set forth in such Articles, and having the following terms and
endorsements:


 


(a) Such insurance to be in an amount not
less than the greater of (i) the amount set forth in item 11 of Exhibit J
or (ii) such amount customarily carried by BUYER or such operator for
similar aircraft in its fleet, in each case, per occurrence but in the aggregate
in respect of Products Liability.


 


(b)  Include as additional insureds, the
Indemnitees


 


(c) The additional insureds shall have no
responsibility for payment of premium.


 


(d) Insurance is primary without rights of
contribution in relation to any other insurance available to the Indemnitees.


 


(e) Severability of Interest endorsement.


 


(f) No cancellation or material change
without (30) days advance written notice to SELLER.


 


12.2                                                    [RESERVED]


 


12.3                                                    Certification


 


Not less than two (2) Business Days
prior to the Closing Date (and annually thereafter at each renewal during the
period required hereunder), BUYER shall provide (or cause to be provided) to
SELLER certificates of insurance (and reinsurance if applicable) together with
a broker undertaking if applicable, and in customary form, confirming the
insurances as required under Article 12.1 hereof.


 


13.                                                           REPRESENTATION AND WARRANTIES OF SELLER


 


With respect to each Aircraft, SELLER (including OWNER
PARTICIPANT) represents and warrants to BUYER the following as of the date
hereof and as of the Closing Date for such Aircraft:


 


13.1                                                    Corporate
Status


 


SELLER is duly organized, validly existing and
in good standing under the Laws of its jurisdiction of organization. It has the
power and authority to carry on its business as presently conducted, to enter
into this Agreement and the other Operative Documents to which it is a party,
and to perform its obligations hereunder and thereunder.


 


13.2                                                    Governmental
Approvals


 


No authorization, approval, consent, license or
order of, or registration with, or the giving of notice to any Government
Entity is required for the valid authorization, execution, delivery and
performance by SELLER of this Agreement and the other Operative Documents to
which it is a party, other than the notices and filings specifically
contemplated by Article 6 hereof.


 


27

















 


13.3                                                    Binding


 


This Agreement and the other Operative
Documents to which it is a party have been duly authorized, executed and
delivered by SELLER and are 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.


 


13.4                                                    No Breach


 


The execution and delivery of this Agreement
and the other Operative Documents to which it is a party, the consummation by
SELLER of the transactions contemplated herein and therein and compliance by
SELLER with the terms and provisions hereof and thereof 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.


 


13.5                                                    Title to
Aircraft


 


On the Closing Date for such Aircraft and at
time of Sale, SELLER shall have good, valid and marketable title in and to such
Aircraft and will convey and transfer the same to BUYER, free and clear of all
Security Interests (except for any prospective
Contract of Sale in favor of BUYER pursuant to this Agreement), and SELLER will indemnify and defend BUYER, and hold BUYER harmless,
in respect of any claims, losses, costs, expenses, charges or liabilities
arising out of any defect or inaccuracy in, or claim contrary to, such title as
so warranted, represented and conveyed.


 


13.6                                                    No Sovereign
Immunity


 


SELLER is subject to civil commercial Law with respect to
its obligations under this Agreement and the other Operative Documents to which
it is a party and neither SELLER nor any of its assets is entitled to any right
of immunity.


 


13.7                                                    No Suits


 


There are no suits or proceedings pending or, to SELLER’s
knowledge, threatened against SELLER before any court or administrative agency
against or affecting SELLER that, if adversely determined, would have a
material adverse effect on SELLER’s ability to perform under this Agreement and
the other Operative Documents to which it is a party.


 


13.8                                                    General
Obligations


 


The obligations of SELLER under this Agreement
and the other Operative Documents to which it is a party are direct, general
and unconditional (except as otherwise set forth herein) 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.


 


28

















 


14.                                                           REPRESENTATIONS AND WARRANTIES OF BUYER


 


With respect to each Aircraft, BUYER represents and
warrants to SELLER the following as of the date hereof and as of the Closing
Date for such Aircraft:


 


14.1                                                    Corporate
Status


 


                                                                            BUYER is a limited liability company duly incorporated, validly existing
and in good standing under the Laws of the State of Nevada. It has the
corporate power and authority to carry on its business as presently conducted,
to enter into this Agreement and the other Operative Documents to which it is a
party and perform its obligations hereunder and thereunder.


 


14.2                                                    Governmental
Approvals


 


                                                                            No authorization, approval, consent, license or order of, or
registration with, or the giving of notice to any Government Entity is required
for the valid authorization, execution, delivery and performance by the BUYER
of this Agreement and the other Operative Documents to which it is a party,
other than the notices and filings specifically contemplated by Article 6
hereof.


 


14.3                                                    Binding


 


                                                                            This Agreement and the other Operative Documents to which it is a party
have been duly authorized, executed and delivered by BUYER and are valid,
enforceable and binding 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.


 


14.4                                                    No Breach


 


                                                                            The execution and delivery of this Agreement and the other Operative
Documents to which it is a party, the consummation by BUYER of the transactions
contemplated herein and therein and compliance by BUYER with the terms and
provisions hereof and thereof 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.


 


14.5                                                    Licenses


 


                                                                            BUYER holds all licenses, certificates and permits from applicable
Government Entities in the United States necessary for the performance of its
obligations under this Agreement and the other Operative Documents to which it
is a party.


 


29

















 


14.6                                                    No Sovereign
Immunity


 


                                                                            BUYER, under the laws of Nevada or of any other jurisdiction affecting
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 constitutes commercial acts
done for commercial purposes.


 


14.7                                                    No Suits


 


                                                                            There are no suits or 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 BUYER’s ability
to perform under this Agreement and the other Operative Documents to which it is
a party.


 


14.8                                                    General
Obligations


 


                                                                            The obligations of BUYER under this Agreement and the other Operative
Documents to which it is a party are direct, general and unconditional (except
as otherwise set forth herein) 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.


 


14.9                                                    Sale or Lease
to Non-Permitted States, Countries or Jurisdictions


 


BUYER hereby covenants to SELLER that it will
not lease or sell any Aircraft to any entity which is incorporated or operates
in a state, country or jurisdiction to which the export and/or use of the
Aircraft is not permitted under any sanctions, orders or legislation from time
to time promulgated by any of: (i) the United Nations; (ii) the
European Union; or (iii) US export controls.


 


15.                                                           TERMINATION OF AGREEMENT; REMEDIES FOR BREACH


 


15.1                                                    Termination of
Agreement


 


                                                                            This Agreement will terminate [...***...] as may be judicially determined pursuant to the exercise of remedies by
a party for breach of the other party hereunder.


 


                                                                            Moreover: (a) if BUYER fails to purchase any Off-Lease Aircraft in
breach of this Agreement, [...***...]. Such termination by SELLER shall be effected by giving notice to BUYER
thereof within the ten (10) Business Days following the Final Sale Date
for the Off-Lease Aircraft [...***...]. Such termination notice shall have immediate effect.  For the avoidance of doubt, such ten (10) Business
Day period after such Final Sale Date shall not constitute a cure period for
BUYER to rectify its breach of this Agreement.


 


30
















 


(b)         if BUYER fails to purchase
any Leased Aircraft in breach of this Agreement, [...***...].  SELLER may exercise this
termination right by sending written notice to BUYER within ten (10) Business
Days after the Final Sale Date for the Leased Aircraft affected by BUYER’S
breach.  For the avoidance of doubt, such
ten (10) Business Day period after such Final Sale Date shall not
constitute a cure period for BUYER to rectify its breach of this Agreement.


 


(c)          if the parties do
not close on the sale of any Off-Lease Aircraft due to any of the events
set forth in Article 4.1(a)-(d) hereunder, [...***...].  BUYER may exercise this
termination right by sending written notice to SELLER within ten (10) Business
Days following the Sale Date for the Off-Lease Aircraft affected by one or more
of the events in Article 4.1 (a) through (d) (but taking into
account the 90-day period set forth in Article 3.3) for such Off-Lease
Aircraft, which notice [...***...] shall have immediate effect.  For
the avoidance of doubt, such ten (10) Business Day period shall not
constitute an extension of the 90-day period for SELLER to tender the Aircraft.


 


(d)         if the parties do not close
on the sale of any Leased Aircraft due to the events set forth in Article 4.1(a)-(d) hereunder,
[...***...].  BUYER may exercise this termination right by
sending written notice to SELLER within ten (10) Business Days following
the Sale Date for the Leased Aircraft affected by one or more of the events in Article 4.1
(a) through (d) (but taking into account the 90-day period set forth
in Article 3.3) for such Leased Aircraft. 
For the avoidance of doubt, such ten (10) Business Day period shall
not constitute an extension of the 90-day period for SELLER to tender the
Aircraft.


 


(e)          If Total Loss occurs to an Aircraft prior to Sale of such Aircraft, this
Agreement shall terminate in accordance with Article 3.4(b) and SELLER shall (without prejudice to Article 15.1(c)) return the
Commitment Fee for such affected Aircraft to BUYER.


 


(f)            [...***...]


 


15.2                                                    Remedies for Breach


 


                                                                            With respect to breach by any party of its respective obligations
hereunder, nothing in this Agreement shall be construed to limit the respective
rights of either party as against the other; [...***...].  For the avoidance of doubt, the
proviso in the immediately preceding sentence shall not apply to any of BUYER’s
post-Sale obligations with respect to an Aircraft (including, but not limited
to, its insurance and indemnity obligations under Articles 11 and 12 hereto).


 


16.                                                           NOTICES


 


16.1                                                    Manner of
Sending Notices


 


                                                                            Any notice required or permissible under this Agreement will be in
writing. Notices will be delivered in person (or air courier) or sent by telex,
fax, or a letter (mailed airmail, certified and return receipt requested),
addressed to the parties as set forth in Article 16.2.  In the case of delivery in person or by air
courier or a telex or fax, notice will be deemed received upon actual receipt.
In the case of a mailed letter, notice will be deemed received on the tenth
(10th) day after mailing.


 


31

















 


16.2                                                    Notice
Information


 


Notices will be sent:


 




	
  If to BUYER:

  	
  8360
  S. Durango Drive

  
	
   

  	
  Las Vegas, Nevada
  89113

  
	
   

  	
  United States of
  America

  
	
   

  	
  Attention:  Jude Bricker, Director

  
	
   

  	
   

  
	
   

  	
  Fax: 1 702-851-7301

  
	
   

  	
  Tel:  1 702-851-7300

  
	
   

  	
   

  
	
  With a copy to:

  	
  405 S. Roosevelt

  
	
   

  	
  Wichita, Kansas 67218

  
	
   

  	
  United States of America

  
	
   

  	
  Attention: 
  Donna M. Schmidt

  
	
   

  	
   

  
	
   

  	
  Fax:  

  	
  1 316-651-5013

  
	
   

  	
  Tel:   

  	
  1 316-683-5500

  
	
   

  	
   

  
	
  If to SELLERS:

  	
  AerCap Partners I Limited

  
	
   

  	
  AerCap House

  
	
   

  	
  Shannon, Co Clare

  
	
   

  	
  Ireland

  
	
   

  	
  Attention: Company Secretary

  
	
   

  	
   

  
	
   

  	
  Fax: +353-61-723850

  
	
   

  	
  Tel: +353-61-723850

  
	
   

  	
   

  
	
  With a copy to:

  	
  AerCap Group Services, Inc.

  
	
   

  	
  100 NE Third Avenue, Suite 800

  
	
   

  	
  Fort Lauderdale, Florida 33301

  
	
   

  	
  Attention: 
  Legal Counsel

  
	
   

  	
   

  
	
   

  	
  Fax:   

  	
  1 954 760 7716

  
	
   

  	
  Tel:   

  	
  1 954 760 7777

  






 


or to such other places and numbers as either
party directs in writing to the other party.


 


17.                                                           GOVERNING LAW AND JURISDICTION


 


17.1                                    New York Law


 


                                                            This Agreement will in all respects be governed by and construed in
accordance with the Laws of the State of New York without regard to conflict of
law principles.


 


32

















 


17.2                                    Jurisdiction


 


                                                            The parties agrees that any court of the State of New York or any
Federal Court of the United States of America located in New York, New York,
shall have exclusive jurisdiction to hear or determine any suit, action or
proceeding, and to settle any disputes, which may arise out of or in connection
with this Agreement and the other Operative Documents and, for such purposes,
irrevocably submits to the jurisdiction of such courts.  Each of the parties hereto
consents to the service of process of out of any of the aforementioned courts
in any such action or proceeding by the mailing of copies thereof by registered
or certified airmail, postage prepaid, to such party at its address set forth
in Article 16 hereof. The foregoing, however, shall not limit the rights
of the parties to the service of process in any other manner permitted by Law
or the rights of the parties to bring any legal action or proceeding or to
obtain execution of judgment in any jurisdiction.


 


17.3                                                    Waiver of Jury
Trial.


 


EACH OF SELLER AND BUYER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES
ANY AND ALL RIGHTS TO A JURY TRIAL IN RESPECT OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM
RELATING TO THE SUBJECT MATTER OF THE TRANSACTIONS CONTEMPLATED HEREBY,
INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS
AND OTHER COMMON LAW AND STATUTORY CLAIMS. 
EACH OF SELLER AND BUYER REPRESENTS AND WARRANTS THAT EACH HAS REVIEWED
AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH ITS
LEGAL COUNSEL.  THIS WAIVER IS
IRREVOCABLE, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.  IN THE EVENT OF LITIGATION, THIS ARTICLE MAY BE
FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT


 


18.                                                           MISCELLANEOUS


 


18.1                                                    No Brokers


 


                                                                            The Aircraft is being sold and purchased without a broker. If any person
asserts any claim against SELLER or BUYER for fees or commissions by reason of
any alleged agreement to act as a broker for either SELLER or BUYER in this
transaction, the party for which said person claims to have acted will on
demand defend, indemnify and hold harmless the other party from and against all
claims, demands, liabilities, damages, losses, judgments and expenses of every
kind (including legal fees, costs and related expenses) arising out of such
claim.


 


33

















 


18.2                                                    Confidentiality


 


                                                                            This
Agreement and the other Operative Documents and all non-public information
obtained by either party about the other are confidential and are between BUYER
and SELLER only and shall not be disclosed by a party to third parties other
than to a party’s (a) Board of Directors and employees, auditors,
professional advisors, shareholders, and financiers; (b) as may be
required to be disclosed under applicable law or regulations or for the purpose
of legal proceedings, including enforcement); and (c) proposed transferee
permitted under Article 18.10 below, provided such proposed transferee
enters into an agreement of confidentiality reasonably acceptable to the
non-transferring party,  without the
prior written consent of the other party. 
With respect to disclosure required as a result of applicable law, BUYER
and SELLER will co-operate with one another to obtain confidential treatment as
to the commercial terms and other material provisions of this Agreement;
provided that if they are unable to obtain such confidential treatment and
disclosure is required by applicable law, then such disclosure may be made in
accordance with such law.   In addition,
each of the parties shall be permitted to issue press releases announcing the
transaction represented by this Agreement and each of the parties agrees to
provide a copy of the press release to the other in advance of such release.


 


18.3                                                    Rights of
Parties


 


                                                                            The rights of the parties hereunder are cumulative, not exclusive, may
be exercised as often as each party considers appropriate and are in addition
to its rights under general Law. The rights of one party against the other
party are not capable of being waived or amended except by an express waiver or
amendment in writing. Any failure to exercise or any delay in exercising any of
such rights will not operate as a waiver or amendment of that or any other such
right; any defective or partial exercise of any such rights will not preclude
any other or further exercise of that or any other such right; and no act or
course of conduct or negotiation on a party’s part or on its behalf will in any
way preclude such party from exercising any such right or constitute a
suspension or any amendment of any such right.


 


18.4                                                    Further
Assurances


 


                                                                            Each party agrees from time to time to do and perform such other and
further acts and execute and deliver any and all such other instruments as may
be required by Law or reasonably requested by the other party to establish,
maintain or protect the rights and remedies of the requesting party or to carry
out and effect the intent and purpose of this Agreement and the other Operative
Documents; including, without limitation, any disclaimers and/or waivers of
interest of third parties in and to the Aircraft and any part thereof, if any
documentation of record with the FAA and/or International Registry (including
the deregistration supplied by SELLER at time of Sale) suggests rights of such
third party in the Aircraft or any part thereof.


 


18.5                                                    Use of Word “Including”


 


                                                                            The term “including” is used herein without limitation and by way of
example only.


 


18.6                                                    Headings


 


                                                                            All article and paragraph headings and captions are purely for
convenience and will not affect the interpretation of this Agreement. Any
reference to a specific article, paragraph or section will be interpreted as a
reference to such article, paragraph or section of this Agreement.


 


34

















 


18.7                                                    Invalidity of
any Provision


 


                                                                            If any of the provisions of this Agreement become invalid, illegal or
unenforceable in any respect under any Law, the validity, legality and
enforceability of the remaining provisions will not in any way be affected or
impaired.


 


18.8                                                    Time of the
Essence


 


                                                                            Time is of the essence in the performance of all obligations of the
parties under this Agreement.


 


18.9                                                    Amendments in
Writing


 


                                                                            The provisions of this Agreement may only be amended or modified by a
writing executed by the parties hereto.


 


18.10                                             Assignment


 


Neither party hereto shall be entitled to
assign or transfer all or any part of its respective rights or responsibilities
hereunder without the consent of the other party; provided that, with respect
to the Leased Aircraft only (i) SELLER shall, without the consent of
BUYER, be permitted to assign all or any part of its rights or responsibilities
hereunder to a transferee that (a) has a tangible net worth in the amount
set forth in item 12 of Exhibit J at the time of transfer and (b) is
not a commercial or charter airline in operation in North America, and (ii) BUYER
shall, without the consent of SELLER, be permitted to assign all or any part of
its rights or responsibilities hereunder to a transferee having a tangible net
worth in the amount set forth in item 13 of Exhibit J at the time of
transfer. The transferring party under the permitted transfers above shall give
the non-transferring party reasonable notice of such transfer and the
non-transferring party shall give its reasonable cooperation thereto.


 


18.11                                             Entire
Agreement


 


                                                                            This Agreement and the other Operative Documents to which it is a party
constitutes the entire agreement among the parties in relation to the sale of
the Aircraft by SELLER to BUYER and the purchase by BUYER of the Aircraft from
SELLER and supersedes all previous proposals, agreements and other written and
oral communications in relation hereto. The parties acknowledge that there have
been no representations, warranties, promises, guarantees or agreements, express
or implied, except as set forth herein.


 


[signature page follows]


 


35

















 


SIGNATURE PAGE


 


                         IN
WITNESS WHEREOF, SELLERS and BUYER have caused this Agreement to be executed by
their respective officers as of this 3rd day of March, 2010.


 


	
  AERCAP PARTNERS I LIMITED,

  as Seller

  	
  SUNRISE ASSET MANAGEMENT, LLC,  

  as Buyer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  [...***...]

  	
   

  	
  By:

  	
  /s/ Jude Bricker

  
	
  Name:

  	
  [...***...]

  	
   

  	
  Name:

  	
  Jude Bricker

  
	
  Title:

  	
  Attorney-in-fact

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WELLS FARGO BANK NORTHWEST, NATIONAL
  ASSOCIATION,

  not in its individual capacity but solely as owner
  trustee,

  as Seller (in respect of MSN 26963)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Michael Arsanault

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Michael Arsanault

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Assistant Vice President

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WELLS FARGO BANK NORTHWEST, NATIONAL
  ASSOCIATION,   

  not in its individual capacity but solely as owner
  trustee,

  as Seller (in respect of MSN 26964)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Michael Arsanault  

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Michael Arsanault  

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Assistant Vice President  

  	
   

  	
   

  	
   

  



 


36

















 


EXHIBIT A


 


AIRCRAFT DESCRIPTION


 


	
  Category

  	
   

  	
  Lease

  Expiry

  Date

  	
   

  	
  Aircraft

  Type

  	
   

  	
  Engine

  Type

  	
   

  	
  MSN

  	
   

  	
  ESN’s(1)

  	
   

  	
  Lessee

  
	
  Off-Lease Aircraft 

  	
   

  	
  N/A

  	
   

  	
  Boeing
  757

  	
   

  	
  RB211-535E4

  	
   

  	
  26964

  	
   

  	
  30833

  	
   

  	
  30825

  	
   

  	
  [...***...]

  
	
  Off-Lease Aircraft

  	
   

  	
  N/A

  	
   

  	
  Boeing
  757

  	
   

  	
  RB211-535E4

  	
   

  	
  26963

  	
   

  	
  30824

  	
   

  	
  30867

  	
   

  	
  [...***...]

  
	
  Leased Aircraft

  	
   

  	
  [...***...]

  	
   

  	
  Boeing
  757

  	
   

  	
  RB211-535E4

  	
   

  	
  26967

  	
   

  	
  30835

  	
   

  	
  30866

  	
   

  	
  [...***...]

  
	
  Leased Aircraft

  	
   

  	
  [...***...]

  	
   

  	
  Boeing
  757

  	
   

  	
  RB211-535E4

  	
   

  	
  26966

  	
   

  	
  30871

  	
   

  	
  30872

  	
   

  	
  [...***...]

  
	
  Leased Aircraft(2)

  	
   

  	
  [...***...]

  	
   

  	
  Boeing
  757

  	
   

  	
  RB211-535E4

  	
   

  	
  27235

  	
   

  	
  31206

  	
   

  	
  31209

  	
   

  	
  [...***...]

  
	
  Leased Aircraft(3)

  	
   

  	
  [...***...]

  	
   

  	
  Boeing
  757

  	
   

  	
  RB211-535E4

  	
   

  	
  27236

  	
   

  	
  31211

  	
   

  	
  30870

  	
   

  	
  [...***...]

  



 






(1) The Engines for a Leased Aircraft are subject
to Lessee’s right under the related Lease Agreement to replace engines.


(2) [...***...]


(3) [...***...]


 


37

















 


EXHIBIT B


 


BASE SALE PRICE


 


	
  Aircraft

  	
   

  	
  Base
  Sale Price

  
	
   

  	
   

  	
  (in
  Dollars)

  
	
  MSN 26963

  	
   

  	
  [...***...]

  
	
  MSN 26964

  	
   

  	
  [...***...]

  
	
  MSN 26966

  	
   

  	
  [...***...]

  
	
  MSN 26967

  	
   

  	
  [...***...]

  
	
  MSN 27235

  	
   

  	
  [...***...]

  
	
  MSN 27236

  	
   

  	
  [...***...]

  



 


38

















 


EXHIBIT C


 


FORM OF ACCEPTANCE
CERTIFICATE


 


(MSN
              )


 


Sunrise Asset Management, LLC (“BUYER”),
[Wells Fargo Bank Northwest, N.A., not in its individual capacity, but solely
as owner trustee under the MSN         
Trust Agreement] and AerCap Partners I Limited (“SELLER”)
do hereby agree as follows:


 


BUYER and SELLER have entered into an Aircraft Sale Agreement dated as
of March       , 2010 (the “Sale Agreement”) pursuant to which BUYER has purchased the
Aircraft bearing manufacturer’s serial number
             (as
further defined therein). Words used herein with capital letters and not
otherwise defined will have the meanings set forth in the Sale Agreement.


 


BUYER has this      day of
                  ,
2010 (Time:         
                          )
at
                                                  
accepted for purchase from SELLER:


 


One (1) Boeing 757-200 aircraft, bearing Manufacturer’s serial
number
              ,
together with two (2) Rolls-Royce RB211-535E4 engines bearing manufacturer’s
serial numbers            and
           and all Parts
attached thereto, including as the “Aircraft” bearing manufacturer’s serial
number             
as further defined in the Sale Agreement (the foregoing collectively referred
to hereinafter as the “Aircraft”); and


 


all Aircraft Documentation including all available manuals, logbooks,
flight records and historical information regarding the Aircraft, Engines and
Parts.


 


THE AIRCRAFT AND EACH PART THEREOF IS BEING
SOLD IN ITS THEN “AS IS, WHERE IS” CONDITION ON THE CLOSING DATE, WITHOUT ANY
REPRESENTATION, WARRANTY OR GUARANTEE OF ANY KIND BEING MADE OR GIVEN BY
SELLER, ITS SERVANTS OR AGENTS, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE,  OTHER
THAN THE EXPRESS WARRANTY OF TITLE GIVEN IN THE BILLS OF SALE AND THE EXPRESS
REPRESENTATIONS AND WARRANTIES OF SELLER AS SET FORTH IN ARTICLE 13 OF THE SALE
AGREEMENT.


 


FROM AND AFTER THE DATE HEREOF, THE FOLLOWING SHALL APPLY:  SUBJECT TO THE TERMS OF THE FOREGOING
PARAGRAPH BUT WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER
SPECIFICALLY DISCLAIMS, AND EXCLUDES HEREFROM (A) ANY WARRANTY AS TO THE
AIRWORTHINESS, VALUE, DESIGN, QUALITY, MANUFACTURE, OPERATION, OR CONDITION OF
THE 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 PATENT 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 THE AIRCRAFT; AND (F) ANY 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 THE AIRCRAFT OR FOR ANY LIABILITY OF BUYER TO ANY THIRD PARTY OR ANY
OTHER DIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL


 


39
















 


DAMAGE ARISING
FROM ANY SUCH WARRANTIES DISCLAIMED. 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. EXCLUDED FROM THE FOREGOING
ARE SELLER’S EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 13 OF
THE SALE AGREEMENT AND WARRANTY OF TITLE SET FORTH IN THE BILL OF SALE.


 


DELIVERY BY BUYER TO SELLER OF THIS ACCEPTANCE CERTIFICATE SHALL BE
CONCLUSIVE PROOF AS BETWEEN SELLER AND BUYER THAT BUYER’S TECHNICAL EXPERTS
HAVE EXAMINED AND INVESTIGATED THE AIRCRAFT AND THAT THE AIRCRAFT IS IN EVERY
WAY SATISFACTORY TO BUYER.


 


Dated on the date set forth above.


 


	
  AERCAP PARTNERS I LIMITED,  

  as Seller

  	
  SUNRISE ASSET MANAGEMENT, LLC,  

  as Buyer

  
	
   

  	
   

  	
   

  
	
  By: 

  	
   

  	
   

  	
  By:        

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [WELLS FARGO BANK NORTHWEST,
  NATIONAL ASSOCIATION,  

  not in its individual capacity but solely as
  owner trustee,  

  as Seller

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:  

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:]

  	
   

  	
   

  	
   

  



 


40

















 


EXHIBIT D


 


FORM OF BILL OF SALE


 


(MSN
              )


 


AerCap Partners I Limited, a company limited by shares
organized under the laws of Ireland [and Wells Fargo Bank Northwest, N.A., not
in its individual capacity, but solely as owner trustee under the MSN
         Trust Agreement] (“SELLER”) is the owner of full legal and beneficial title to
the following equipment, all as described in the Aircraft Sale Agreement
between SELLER and Sunrise Asset Management, LLC (“BUYER”)
dated as of March       , 2010 (the “Sale Agreement”):


 


(Capitalized terms used but not otherwise defined
herein shall have the meaning set forth in the Sale Agreement.)


 


One (1) Boeing 757-200 aircraft airframe bearing manufacturer’s
serial number           .


 


Two (2) Rolls-Royce RB211-535E4 engines bearing manufacturer’s
serial numbers            and
          .


 


All appliances, parts, instruments, appurtenances, accessories,
furnishings or other equipment or property installed in or attached to such airframe
and engines, including as the “Aircraft” as further defined and described under
the Sale Agreement (the foregoing collectively the “Aircraft”).


 


For and in consideration of the sum of One Dollar
($1.00) and other valuable consideration, receipt of which is hereby
acknowledged, SELLER does hereby sell, grant, transfer, sell, deliver and set
over to BUYER and its successors and assignees forever all of SELLER’s right,
title and interest in and to the Aircraft, to have and to hold the Aircraft for
its and their use forever.


 


SELLER hereby warrants to BUYER that there is
hereby conveyed to BUYER on the date hereof, good, valid and marketable title
in and to the Aircraft free and clear of all Security Interests (except
for any prospective Contract of Sale in favor of BUYER pursuant to this
Agreement), and that SELLER will indemnify and defend
BUYER, and hold BUYER harmless, in respect of any claims, losses, costs,
expenses, charges or liabilities arising out of any defect or inaccuracy in, or
claim contrary to, such title as so warranted, represented and conveyed.


 


Except for the aforesaid warranty of title and
the representations and warranties of SELLER in the Sale Agreement, SELLER is
selling the Aircraft on an “AS IS, WHERE IS” BASIS, WITHOUT ANY WARRANTY OR
REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED PURSUANT TO THE DISCLAIMER OF
WARRANTY AND ALL EXCEPTIONS THERETO AS SET FORTH IN ARTICLE 7.2 OF THE SALE
AGREEMENT.


 


IN WITNESS WHEREOF we have set our hand this  
           day of
              ,
      .


 


	
  AERCAP PARTNERS I LIMITED,  

  as Seller

  
	
   

  	
   

  	
   

  
	
  By:   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


41

















 


	
  [WELLS
  FARGO BANK NORTHWEST, NATIONAL ASSOCIATION,   

  not in its individual capacity but solely as owner
  trustee,  

  as Seller

  
	
   

  	
   

  	
   

  
	
  By:    

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:]

  	
   

  	
   

  



 


42

















 


EXHIBIT E


 


LEASE AGREEMENTS


 


1.                                       Aircraft Operating Lease Agreement [...***...]
between AerCap
Partners I Limited [...***...].


 


2.                                       Aircraft Operating Lease Agreement [...***...] between AerCap Partners
I Limited [...***...].


 


3.                                       Aircraft Operating Lease Agreement [...***...] between AerCap Partners
I Limited [...***...].


 


4.                                       Aircraft Operating Lease Agreement [...***...] between AerCap Partners
I Limited [...***...].


 


5.                                       Amendment
Agreement [...***...] between AerCap Partners I
Limited as Lessor [...***...].


 


43

















 


EXHIBIT F


 


DELIVERY CONDITIONS FOR
OFF-LEASE AIRCRAFT


 


Capitalized terms used in
this Exhibit F but not defined herein shall have the respective meaning
ascribed to them in the Lease Agreements.


 


1.             GENERAL
CONDITION OF AIRCRAFT


 


1.0           Any discrepancies noted by Buyer
during its inspection of the Off-Lease Aircraft 
from the delivery conditions listed in Sections 1.1 through 1.25 of this
Exhibit F shall not be Seller’s responsibility if such discrepancy is
associated with a standard work card of the S4C check inspection.


 


1.1           The Aircraft will
have installed the full complement of engines and other equipment, parts and
accessories and loose equipment as is normally installed in the Aircraft.


 


1.2           [intentionally
omitted]


 


1.3           The Aircraft will
have been maintained and repaired in accordance with the Maintenance Programme
and the rules and regulations of the Aviation Authority.


 


1.4           The Aircraft will be
airworthy and ready for ferry flight with all of its Parts and systems fully
functional and operating within limits and/or guidelines established by the
EASA or manufacturer at time of return by Lessee.


 


1.5           The Aircraft will be
in working order and condition with all pilot discrepancies and deferred
maintenance items cleared on a terminating action basis.


 


1.6           No special or unique
Manufacturer or FAA inspection or check requirements which are specific to the
Aircraft or Engines (as opposed to all aircraft or engines of their types) will
exist with respect to the Airframe, Engines and Parts and systems and any
repairs shall meet the design specification of the Aircraft.


 


1.7           All repairs,
Modifications and alterations made to the Aircraft or the addition or removal
of Parts and systems will have been made in accordance with Manufacturer and
Compliance Authority approved data, approved by the Aviation Authority and
properly documented in accordance with the rules and regulations of the
Aviation Authority and the Compliance Authority.


 


1.8           The Aircraft
shall be in compliance with all Airworthiness Directives as of the date of
return from Lessee.


 


1.9           The Aircraft and all
its compartments will be substantially free from corrosion and will have been
adequately treated against such corrosion.


 


1.10         The Aircraft will be
free from any Security Interest and no circumstance will have so arisen whereby
the Aircraft is or could become subject to any Security Interest, or right of
detention or sale in favour of the Aviation Authority, any airport authority,
or any other authority whatsoever.


 


1.11         [intentionally
omitted].


 


1.12         [intentionally
omitted].


 


44

















 


1.13         Aircraft will be
delivered in its current livery.


 


1.14         All interior and exterior
lettering, signs and decals will be clean, secure and legible and will, in any
event, be in the English language.


 


1.15         The Aircraft will be
free of fuel, oil and hydraulic leaks beyond aircraft maintenance manual limits
for continued operation without further inspection requirements. Any temporary
leak repairs will have been replaced by permanent repairs.


 


1.16         The Aircraft will be
in compliance with the Manufacturer’s storage program.


 


1.17         The Aircraft fluid
reservoirs (including oil, hydraulic, water and waste tanks) will be serviced
to full in accordance with Manufacturer’s requirements.


 


1.18         The fuselage will be
free of major dents and abrasions, temporary repairs and loose or pulled or
missing rivets, all windows will be substantially free of delamination,
blemishes, crazing, all within airplane maintenance manual limits.


 


1.19         All ceilings,
sidewalls, fairing panels and bulkhead panels will be serviceable, clean and
free of cracks and stains and cosmetically acceptable and repainted or replaced
if necessary. Floor coverings will be clean and effectively sealed.


 


1.20         Carpets, seat covers
and any other material installed in cockpit and cabin will conform to the
Aviation Authority’s and Compliance Authority’s fire resistance regulations.


 


1.21         All emergency
equipment and other loose equipment will be properly installed In accordance
with the Emergency equipment layout and in good condition in accordance with
Loose Equipment Check List at delivery.


 


1.22         Seller shall touch up
the paint in the cockpit in a neat and professional manner and replace
illegible or unserviceable placards as required by Buyer.


 


1.23         In the cargo
compartments, all panels will be in good condition, all nets and cargo
restraining nets will be serviceable and in good condition.


 


1.24         All repairs
accomplished on the Aircraft shall be Acceptable Repairs. For the avoidance of
doubt, any DER Repairs installed on the Aircraft, including any Engine, must
have been approved by the OEM.


 


1.25         The condition of the
wing and tail leading edges will be within the Manufacturer limitations and any
unpainted surfaces, cowlings and fairings will be treated in accordance with
best industry’s practice and the Manufacturer’s maintenance requirements and
recommendations.


 


2.             ENGINE
CONDITION.


 


2.1           Each Engine will
have at least 3,000 Flight Hours remaining before its next anticipated shop
visit based on operation of the Engine at the same maximum thrust as at
Delivery and each Engine will have at least 3,000 Cycles of LLP life remaining.


 


2.2           Each Engine shall
have all the following checks and inspections accomplished to demonstrate the
serviceability and anticipated remaining life of each Engine in accordance with
this Letter of Intent:


 


45

















 


(a)                                  pass
a full and complete video borescope inspection in accordance with the latest
revision of the aircraft maintenance manual performed after any power assurance
or other engine run;


 


(b)                                 be
capable of producing maximum certified thrust at all conditions with all parameters
within airplane maintenance manual limits demonstrated by actual running of the
Engine;


 


(c)                                  not
have any performance deterioration higher than normal or any step changes with
respect to engine trend monitoring data by reference to temperature margin,
fuel consumption, rotor speed or oil pressure and temperature;


 


(d)                                 pass
a spectrographic oil analysis programme (SOAP) check and magnetic chip
detection inspection in accordance with the airplane maintenance manual; and


 


(e)                                  have a minimum of 10 degrees Celsius hot day exhaust gas temperature
margin or similar measure of engine temperature at maximum certified thrust as
evidenced by the current ECM report for each Engine.  In the event of a dispute between Seller and
Buyer, or in the event that acceptable ECM data is not available for an Engine
with respect to such margins, then Seller shall perform a full power ground run
in accordance with test 13 of the AMM. The actual EGT at full power will be
subtracted from the maximum allowable EGT in order to determine the margin.


 


3.             LANDING
GEAR CONDITION


 


3.1           The landing gear and
wheel wells will be clean, free of leaks and repaired as necessary.


 


3.2           The installed
landing gear, components and associated actuators will have at least 18 Months
remaining until next scheduled Overhaul in accordance with the Maintenance
Programme and latest revision the MPD and the installed landing gear will have at least 4000 cycles
of LLP life remaining.


 


4.             APU
CONDITION


 


4.1           The APU will have at
least 3,000 Flight Hours and 18 Months remaining before its next anticipated
shop visit.


 


4.2           The APU shall have
the following checks and inspections accomplished to demonstrate the
serviceability and anticipated remaining life:


 


(a)                                  pass
a full and complete video borescope inspection in accordance with the latest
revision of the aircraft maintenance manual after completion of the APU power
condition check run;


 


(b)                                 be
capable of producing maximum air and electrical outputs at all conditions with
all parameters within the latest revision of the aircraft maintenance manual
limits demonstrated by performing an APU power condition check in accordance
with the Aircraft maintenance manual;


 


(c)                                  not
have any performance deterioration higher than normal or any step changes by
reference to APU trend monitoring data with respect to temperature margin, fuel
consumption, rotor speed or oil pressure and temperature; and


 


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(d)                                 pass
a spectrographic oil analysis programme (SOAP) check and magnetic chip
detection inspection in accordance with the airplane maintenance manual.


 


5.             PARTS


 


5.1           Each Part and
component which has a hard time limit will have 4,500 Flight Hours, 1,500
Cycles and 18 Months remaining, in accordance with the Maintenance Programme and/or
the MPD.


 


5.2           Each Part that
has a hard time limit less than the time remaining stated in Section 5.1
above shall have a full life remaining.


 


5.3           All “on-condition”
and condition monitored Parts shall be serviceable.


 


5.4           Emergency equipment
will be serviceable and have as a minimum 12 (twelve) months life remaining.


 


5.5           Buyer and Seller
agree that certain Parts do not meet the requirements set forth in Sections
5.1-5.4 of this Exhibit but are nonetheless acceptable to Buyer.


 


6.             AIRCRAFT
DOCUMENTATION.


 


6.1           Aircraft
Documentation will have been maintained in accordance with the rules and
regulations of the Aviation Authority and will meet the standard described in [...***...], except that there will be no FAA 8110-3 form provided for any
modifications, unless such form(s) are in the possession of SELLER.


 


6.2           The Aircraft
Documentation will be in English and up-to-date.


 


6.3           Any Modifications or
alterations or changes made to the Aircraft and which are not removed at Return
shall have been incorporated into the appropriate manuals and not as
supplements.


 


The Off-Lease Aircraft will meet the Manufacture’s CMP for ETOPS
operations as described in the records and certified by the Lessee, or Boeing
Configuration, Maintenance and Procedures for ETOPS, Boeing Document number
D011N002.


 


For the avoidance of doubt, the parties acknowledge that LESSEE is a [...***...] and that the Engines to be sold and
delivered to BUYER hereunder have been or are being returned from LESSEE in a
condition befitting such operator.


 


47

















 


EXHIBIT G


 


[intentionally omitted]


 


48

















 


EXHIBIT H


 


FORM OF TECHNICAL
ACCEPTANCE CERTIFICATE


 


(MSN
              )


 


Sunrise Asset Management, LLC (“BUYER”),
[Wells Fargo Bank Northwest, N.A., not in its individual capacity, but solely
as owner trustee under the MSN         
Trust Agreement] and AerCap Partners I Limited (“SELLER”)
do hereby agree as follows:


 


BUYER and SELLER have entered into an Aircraft Sale Agreement dated as
of March       , 2010 (the “Sale Agreement”) pursuant to which BUYER has agreed to
purchase the Aircraft bearing manufacturer’s serial number
             (as
further defined therein) subject to the terms and conditions of the Sale Agreement.
Words used herein with capital letters and not otherwise defined will have the
meanings set forth in the Sale Agreement.


 


BUYER has this      day of
                  ,
         (Time:
        
                          )
at
                                                  
technically accepted the condition of the Aircraft described below subject to
the terms of Article [5.1 for Off-Lease Aircraft and Article 5.2 for
Leased Aircraft]:


 


One (1) Boeing 757-200 aircraft, bearing Manufacturer’s serial number
              ,
together with two (2) Rolls-Royce RB211-535E4 engines bearing manufacturer’s
serial numbers            and
           and all Parts
attached thereto, including as the “Aircraft” bearing manufacturer’s serial
number             
as further defined in the Sale Agreement (the foregoing collectively referred
to hereinafter as the “Aircraft”); and


 


all Aircraft Documentation including all available manuals, logbooks,
flight records and historical information regarding the Aircraft, Engines and
Parts.


 


Dated on the date set forth above.


 


	
  AERCAP PARTNERS I LIMITED,

  as Seller

  	
  SUNRISE ASSET MANAGEMENT, LLC,

  as Buyer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
   

  	
   

  	
  By:

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [WELLS FARGO BANK NORTHWEST, NATIONAL
  ASSOCIATION,

  not in its individual capacity but solely as owner
  trustee,

  as Seller

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:    

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:]

  	
   

  	
   

  	
   

  	
   

  



 


49

















 


EXHIBIT I


 


FORM OF GUARANTEE


 


50

















 


EXHIBIT
J


 


CONFIDENTIAL
AMOUNTS


 


Item 1: [...***...]


Item 2: [...***...]


Item 3: [...***...]


Item 4: [...***...]


Item 5: [...***...]


Item 6: [...***...]


Item 7: [...***...]


Item 8: [...***...]


Item 9: [...***...]


Item 10: [...***...]


Item 11: [...***...]


Item 12: [...***...]


Item 13: [...***...]


Item 14: [...***...]


Item 15: [...***...]


Item 16: [...***...]


 


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