PLM CAL Purchase Agreement 647


    
      

      

    

    EXHIBIT
      10.2

     

    EXECUTION
      VERSION

     

     

    


     

     

    PURCHASE
      AGREEMENT (N16647)

     

    


     

    dated
      as
      of April 11, 2007,

     

    between

     

    PLM
      CAL II LLC,

    as
      Seller,

     

    and

     

    DOUGHERTY
      AIR TRUSTEE, LLC,

    not
      in
      its individual capacity, but solely as the investment trustee 

    under
      the
      Investment Trust Agreement,

    as
      Purchaser

     

    _______________________________

    


    One
      Boeing model 737-524 Aircraft bearing Manufacturer’s 

    Serial
      Number 28908 and FAA Registration Mark N16647

    and
      two
      CFM International, Inc. CFM 56-3-B1 model engines bearing 

    Manufacturer’s
      Serial Numbers 858700 and 858701

    


    _______________________________

    


     

    



    
      
        
        

      

      
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    ARTICLE IDEFINITIONS1

    Section
      1.1.Defined
      Terms1

     

    ARTICLE IISALE
      AND
      PURCHASE; OTHER AGREEMENTS4

    Section
      2.1.Sale
      and
      Purchase4

    Section
      2.2.Acquisition
      Price; Payment4

    Section
      2.3.Rent
      Payments5

    Section
      2.4.Taxes5

     

    ARTICLE IIICLOSING;
      CONDITIONS TO CLOSING5

    Section
      3.1.Closing5

    Section
      3.2.Seller’s
      Conditions to Closing5

    Section
      3.3.Purchaser’s
      Conditions to Closing7

     

    ARTICLE IVREPRESENTATIONS,
      WARRANTIES AND COVENANTS8

    Section
      4.1.Representations,
      Warranties and Covenants of Seller8

    Section
      4.2.Representations,
      Warranties and Covenants of Purchaser10

     

    ARTICLE VRESERVED
      RIGHTS11

    Section
      5.1.Reserved
      Rights11

    Section
      5.2.Allocation
      of Amounts11

    Section
      5.3.Indemnification12

    Section
      5.4.Mutual
      Cooperation12

     

    ARTICLE VIMISCELLANEOUS12

    Section
      6.1.Transaction
      Costs12

    Section
      6.2.Brokers,
      Finders, Etc.13

    Section
      6.3.Announcements13

    Section
      6.4.Counterparts13

    Section
      6.5.Amendments,
      Etc.; Entire Agreement13

    Section
      6.6.Successors
      and Assigns13

    Section
      6.7.Governing
      Law; Submission to Jurisdiction14

    Section
      6.8.WAIVER
      OF
      JURY TRIAL14

    Section
      6.9.Notices,
      Etc.15

    Section
      6.10.Severability
      of Provisions16

    Section
      6.11.Headings,
      Etc.16

    Section
      6.12.Further
      Assurances; Confidentiality16

    Section
      6.13.Survival16

    Section
      6.14.Counterparts17

    



    
      
        
        

      

      
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    SCHEDULES
      AND EXHIBITS

     

    
      	
              SCHEDULE
                1

            	
              Transaction
                Documents 

            
	
              SCHEDULE
                2

            	
              Financial
                Information

            
	
              EXHIBIT
                A

            	
              Form
                of Assignment and Assumption
                Agreement

            


    

    


    


    


    


    


     

    


    


    
      
        
        

      

      
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    PURCHASE
      AGREEMENT (N16647)

     

    THIS
      PURCHASE AGREEMENT (N16647), dated
      as
      of April 11, 2007 (this “Agreement”),
      is by
      and between PLM
      CAL II LLC,
      a
      Delaware limited liability company (“Seller”)
      and
DOUGHERTY
      AIR TRUSTEE, LLC, a
      Delaware limited liability company, not in its individual capacity, but solely
      as the investment trustee under the Investment Trust Agreement (“Purchaser”).
      

     

    WHEREAS,
      Seller
      owns the beneficial interest in the trust estate created pursuant to the Trust
      Agreement 647 listed on Schedule 1 hereto;

     

    WHEREAS,
      upon
      the terms and subject to the conditions set forth herein, Seller desires to
      sell, assign, transfer, convey and set over to Purchaser, and Purchaser desires
      to purchase, accept and assume from Seller, Seller’s right, title and interest
      in and to such beneficial interest;

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants and agreements herein contained and for
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, subject to the terms and conditions set forth herein,
      the
      parties hereto hereby agree as follows:

     

    ARTICLE I  

     

    DEFINITIONS

     

    Section
      1.1.  Defined
      Terms.
      

     

    (a)  The
      following terms shall have the following meanings for all purposes of this
      Agreement:

     

    “Acquisition
      Price”
shall
      have the meaning set forth in Section 2.2(a).

     

    “Aircraft”
means
      that certain Boeing 737-524 aircraft bearing manufacturer’s serial number 28908
      and Federal Aviation Administration Registration Number N16647 and two CFM
      International, Inc. CFM 56-3-B1 model engines bearing manufacturer’s serial
      numbers 858700 and 858701, respectively.

     

    “Applicable
      Law”
means
      all applicable laws of any Governmental Authority, including, without
      limitation, federal, state and foreign securities laws, tax laws, tariff and
      trade laws, ordinances, judgments, decrees, injunctions, writs and orders or
      like actions of any Governmental Authority and rules, regulations, orders,
      interpretations, licenses, and permits of any federal, regional, state, county,
      municipal or other Governmental Authority.

     

    “Assignment
      and Assumption Agreement”
means
      an assignment and assumption agreement with respect to the Equity Interest
      Transfer, substantially in the form of Exhibit A hereto.

     

    “Beneficiaries”
means
      First Technology Capital, Inc., Republic Bank, Inc., Tennessee Commerce Bank
      and
      215 Holding Co and their successors and permitted assigns.

     

    
      
        
        

      

      
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    “Business
      Day”
means
      any day other than a Saturday, Sunday or other day on which commercial banks
      are
      authorized or required by law to close in New York, New York, Minneapolis,
      Minnesota, Wilmington, Delaware or Salt Lake City, Utah. 

     

    “Citizen
      of the United States”
      means a
“citizen of the United States” within the meaning of 49 U.S.C. §
40102(a)(15).

     

    “Closing
      Date”
means
      the date on which the Equity Interest Transfer is consummated, which date shall
      be a Business Day specified by Seller and reasonably acceptable to Purchaser
      (and which date shall be on or before April 13, 2007, unless Seller and
      Purchaser agree to a later date).

     

    “Equity
      Interest”
means
      all of the beneficial interest in the Trust Estate and all of Owner
      Participant’s right, title and interest in, to and under the Transaction
      Documents (including, without limitation, the Trust Agreement, but excluding
      Reserved Rights) arising from and after the Closing Date.

     

    “Equity
      Interest Transfer”
means
      the transfer, sale and assignment from Seller to Purchaser of the Equity
      Interest as contemplated by, and subject to the terms and conditions of, this
      Agreement and the Assignment and Assumption Agreement.

     

    “Event
      of Loss”
means
      an “Event of Loss” under any Transaction Document.

     

    “FAA”
      shall
      have the meaning assigned to such term in the Participation
      Agreement.

     

    “Governmental
      Authority”
means
      any nation or government (including any state or other political subdivision
      of
      either thereof) and any entity exercising executive, legislative, judicial,
      regulatory or administrative functions of or pertaining to
      government.

     

    “Guarantor”
means
      Tennessee Commerce Bank, a Tennessee banking association.

     

    “Guaranty”
means
      that certain Guaranty (N16647) dated as of even date hereof in form and
      substance reasonably satisfactory to Lessee, Owner Trustee, and Mortgagee,
      providing for the guaranty by Guarantor of Purchaser’s obligations under the
      Transaction Documents.

     

    “Indebtedness”
      means
      the
      amount set forth in Schedule 2 hereto. 

     

    “International
      Registry”
      has the
      meaning set forth in the Cape Town Convention on International Interests in
      Mobile Equipment and the related Aircraft Equipment Protocol, as in effect
      in
      the United States. 

     

    “Investment
      Trust Agreement”
      means
      that certain Investment Trust Agreement as to Dougherty Air V Investment Trust,
      dated as of April 3, 2007, between Dougherty Air Trustee, LLC and the
      Beneficiaries.

     

    “Lease”
means
      the Lease Agreement 647 listed on Schedule 1 hereto.

     

    “Lessee”
means
      Continental Airlines, Inc.

     

    
      
        
        

      

      
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    “Lien”
means
      any mortgage, pledge, security interest, charge, lien or other
      encumbrance.

     

    “Owner
      Participant”
shall
      have the meaning assigned to such term in the Participation
      Agreement.

     

    “Owner
      Trustee”
means
      Wells Fargo Bank Northwest, National Association, as successor to First Security
      Bank, National Association, not in its individual capacity except as otherwise
      expressly provided but solely as Owner Trustee.

     

    “Participation
      Agreement”
means
      the Participation Agreement 647 listed on Schedule 1 hereto.

     

    “Person”
means
      any individual, corporation, partnership, joint venture, association, limited
      liability company, joint-stock company, trust, unincorporated organization
      or
      any Governmental Authority or any political subdivision thereof.

     

    “Reserved
      Rights”
means
      any and all rights and interests of Seller in respect of the following:
      (i) Seller’s right to tax and other indemnification under any Transaction
      Document as a result of or arising out of events occurring or circumstances
      existing prior to the Closing Date (or claim asserted against Seller with
      respect to a matter subsequent to such Closing Date, if Seller would otherwise
      be entitled to indemnification for such claim under a Transaction Document),
      (ii) each and every obligation of Lessee to provide liability insurance on
      behalf of or in favor of Seller as an additional insured under any Transaction
      Document, (iii) any interest payable by Lessee on any amount referred to in
      clauses (i) and (ii) above, and (iv) the right to enforce payment of the
      amounts referred to in clauses (i) through (iii) above. 

     

    “Transaction
      Documents”
means,
      collectively, the documentation identified as such on Schedule 1 attached
      hereto.

     

    “Transfer
      Documents”
means,
      collectively, this Agreement, the Assignment and Assumption Agreement, the
      Guaranty and Tax Indemnity Agreement Assignment.

     

    “Trust
      Agreement”
means
      the Trust Agreement 647 listed on Schedule 1 hereto.

     

    “Trust
      Estate”
shall
      have the meaning set forth in the Trust Agreement.

     

    “Trust
      Indenture”
means
      the Trust Indenture and Mortgage 647 listed on Schedule 1 hereto.

     

    (b)  Capitalized
      terms used herein to the extent not defined above shall have the meaning
      specified in the Participation Agreement (as such terms are defined, by
      reference to another document or otherwise).

     

    (c)  Unless
      otherwise indicated, all references in this Agreement to sections, paragraphs,
      clauses, schedules, appendices and exhibits are to sections, paragraphs,
      clauses, schedules, appendices and exhibits in and to this
      Agreement.

     

    
      
        
        

      

      
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    ARTICLE II  

     

    SALE
      AND PURCHASE; OTHER AGREEMENTS

     

    Section
      2.1.  Sale
      and Purchase.

     

    (a)  Sale
      of Equity Interest.
      Subject
      to the terms and conditions set forth herein and in the Assignment and
      Assumption Agreement (including, without limitation, satisfaction of the
      conditions precedent set forth herein and in the Assignment and Assumption
      Agreement), on the Closing Date, Seller hereby agrees to sell, convey, assign,
      transfer and set over unto Purchaser, as of the Closing Date, the Equity
      Interest.

     

    (b)  Purchase
      of Equity Interest.
      Subject
      to the terms and conditions set forth herein and in the Assignment and
      Assumption Agreement (including, without limitation, satisfaction of the
      conditions precedent set forth herein), on the Closing Date, Purchaser hereby
      agrees to purchase and accept from Seller, as of the Closing Date, the Equity
      Interest.

     

    (c)  Closing.
      The
      closing and effectiveness (“Closing”)
      of the
      Equity Interest Transfer contemplated hereby shall take place (i) upon the
      execution and delivery of the Assignment and Assumption Agreement, (ii) upon
      satisfaction (or waiver) of the conditions precedent set forth herein and in
      the
      Assignment and Assumption Agreement, and (iii) on the Closing Date. In the
      event
      that the Closing does not take place on or before April 13, 2007, this Agreement
      shall automatically terminate and be of no further effect with the exception
      of
      the obligations under Sections 6.1 and 6.12, hereof, which shall survive
      termination.

     

    Section
      2.2.  Acquisition
      Price; Payment.

     

    (a)  Acquisition
      Price for the Equity Interest.
      The
      purchase price payable by Purchaser to Seller for the Equity Interest on the
      Closing Date (the “Acquisition
      Price”)
      shall
      be the amount set forth in Schedule 2 attached hereto. The Acquisition Price
      for
      the Equity Interest shall be payable by Purchaser in lawful dollar currency
      of
      the United States of America in the manner contemplated by, and to Seller’s
      account specified in, paragraph (b) of this Section 2.2.

     

    (b)  Payment
      Instructions.
      Payment
      of the Acquisition Price on the Closing Date shall be made to the account of
      Seller by wire transfer of immediately available funds, without deduction or
      withholding of any kind, to the following account or any other account and
      in
      such other manner as Seller may direct:

     

    Bank:   Comerica
      Bank

    ABA
      Number:  121137522  

    Account
      Number: 1891533166

    Account
      Name: PLM
      International, Inc.

    Reference:  N16647

     

    (c)  Event
      of Loss.
      In the
      event of an Event of Loss with respect to the Aircraft prior to the Closing
      Date, the obligations of Purchaser and Seller hereunder (except under
      Section 6.12(b)) shall terminate.

     

    
      
        
        

      

      
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    Section
      2.3.  Rent
      Payments.
      All
      Rent due prior to the Closing Date will be for the account of Seller regardless
      of when paid by Lessee and all Rent due on or after the Closing Date will be
      for
      the Account of Purchaser regardless of when paid by Lessee. If either Purchaser
      or Seller receives from Lessee any Rent for the account of the other party,
      such
      other party receiving such Rent shall pay the amount received to the other
      party
      within three Business Days after receipt.

     

    Section
      2.4.  Taxes.
      Seller
      shall be responsible for payment of and shall pay (at no after-tax cost to
      Purchaser, Owner Trustee or the Trust Estate (collectively, the “Tax
      Indemnitees”
and,
      individually, a “Tax
      Indemnitee”)
      any
      and all license, recording and documentation fees, and sales, use, excise,
      transfer, value added, gross receipts, property or any other similar taxes,
      fees
      or charges imposed on or with respect to the Aircraft, or the ownership,
      leasing, use or operation thereof or the rentals derived therefrom (hereinafter,
      individually, a “Covered
      Tax”,
      and
      collectively, “Covered
      Taxes”)
      imposed by the United States federal or any state or local government or taxing
      authority upon or in respect of the sale, assignment or transfer of the Equity
      Interest as contemplated hereby (provided, however, that Seller shall not be
      responsible for any (a) taxes based on, measured by, or with respect to net
      or gross income or capital of such Tax Indemnitee or (b) taxes related to
      the Aircraft and arising after the Closing). Seller shall indemnify each Tax
      Indemnitee against the imposition of any Covered Tax immediately upon receipt
      of
      such Indemnitee’s demand therefor, which demand shall be accompanied by
      documentation evidencing the imposition of such Covered Tax. Subject to the
      scheduled locations of the equipment constituting the Trust Estate on the
      Closing Date, Purchaser agrees to cooperate with Seller concerning the time
      of
      closing of the transaction contemplated hereby on the Closing Date so as to
      eliminate or minimize the imposition of any Taxes that otherwise might be
      imposed upon or in respect of the Equity Interest Transfer as contemplated
      hereby.

     

    If
      Seller
      disputes the payment of any Covered Taxes payable by Seller or Purchaser for
      which Seller is responsible under this Agreement, Seller shall have the right,
      at Seller’s expense, to contest the payment of such Covered Taxes, provided that
      (i) Purchaser in its sole discretion considers that such contest shall not
      materially prejudice it or result in any risk of criminal penalty or danger
      of
      sale, forfeiture or loss of the Aircraft or Equity Interest, (ii) Seller
      has provided Purchaser with an opinion, reasonably satisfactory to Purchaser,
      that it is more likely than not that the contest will be successful, and
      (iii) Seller has made adequate provision to the satisfaction of Purchaser
      in respect of the expenses concerned.

     

    ARTICLE III  

     

    CLOSING;
      CONDITIONS TO CLOSING

     

    Section
      3.1.  Closing.
      The
      closing in respect of the Equity Interest Transfer shall commence at such time
      as Seller and Purchaser may mutually agree on the Closing Date.

     

    Section
      3.2.  Seller’s
      Conditions to Closing.
      The
      obligation of Seller to sell, convey, assign, transfer and set over the Equity
      Interest to Purchaser on the Closing Date is subject to the satisfaction (to
      the
      reasonable satisfaction of Seller) or the waiver by Seller of the following
      conditions precedent: 

     

    
      
        
        

      

      
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    (a)  Representations
      and Warranties.
      The
      representations and warranties of Purchaser contained herein and in all
      other Transfer Documents to which Purchaser is a party and of the Guarantor
      contained in the Guaranty shall be true and correct as of the Closing Date
      with
      the same force and effect as though made on and as of the Closing Date, except
      to the extent that any such representation or warranty relates solely to an
      earlier date in which case such representation or warranty shall have been
      true
      and correct on and as of such earlier date. 

     

    (b)  Due
      Authorization.
      Seller
      shall have received (i) a copy of the articles of organization and operating
      agreement of Purchaser, (ii) a good standing certificate for Purchaser in the
      state of Delaware, and (iii) such officer or incumbency certificates as may
      be
      necessary to establish the authority of the Purchaser’s signatories to the
      Transfer Documents.

     

    (c)  Consents
      and Approvals.
      All
      approvals and consents which are required under the Transaction Documents in
      connection with the transaction contemplated by this Agreement, and the other
      Transfer Documents, shall have been duly obtained, given, accomplished or
      waived.

     

    (d)  No
      Default.
      Purchaser shall not be in default of any of its obligations hereunder or under
      any of the Transfer Documents to which it is a party and Guarantor shall not
      be
      in default of any of its obligations under the Guaranty. No Default or Event
      of
      Default as defined in the Transaction Documents shall have occurred and be
      continuing and each of the Transaction Documents shall be in full force and
      effect.

     

    (e)  Acquisition
      Price.
      Seller
      shall have received the Acquisition Price relating to the Equity Interest to
      be
      transferred on the Closing Date in the manner contemplated by, and to the
      account specified in, Section 2.2 herein.

     

    (f)  Guaranty.
      Purchaser shall have caused the Guarantor to provide the Guaranty to Lessee,
      Owner Trustee and Mortgagee.

     

    (g)  Litigation.No
      action, proceeding or investigation shall have been instituted or threatened
      by
      any Person before any Governmental Authority, nor shall any order, writ,
      judgment or decree have been issued or proposed to be issued by any Governmental
      Authority as of the Closing Date, which in any case questions the validity
      or
      legality of this Agreement, the transactions contemplated hereby or by the
      Transaction Documents or the ability of either party hereto to consummate any
      of
      such transactions.

     

    (h)  Assignment
      and Assumption Agreement.
      Seller
      shall have received this Agreement and the Assignment and Assumption Agreement,
      in each case duly executed and delivered by Purchaser. The Assignment and
      Assumption Agreement shall have been duly filed with the FAA. 

     

    (i)  Insurance.
      Seller
      shall have received evidence satisfactory to it that it has been named as an
      additional insured under the liability policies maintained pursuant to the
      Lease.

     

    (j)  No
      Sales Tax.
      The
      Aircraft shall be located in a jurisdiction in which, in Seller’s judgment, no
      sales, use or similar tax will be due upon or in respect of the sale, assignment
      or transfer of the Equity Interest as contemplated hereby. 

     

    
      
        
        

      

      
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    (k)  FAA
      Counsel Opinion.
      Seller
      shall have received an opinion from McAfee & Taft, special FAA counsel, in
      the customary form, scope and substance satisfactory to the Seller as to title
      to the Aircraft and related Engines and as to the appropriate filings with
      the
      FAA and the International Registry, if any.

     

    Section
      3.3.  Purchaser’s
      Conditions to Closing.
      The
      obligation of Purchaser to acquire the Equity Interest and to pay the
      Acquisition Price on the Closing Date is subject to the satisfaction of (to
      the
      reasonable satisfaction of Purchaser), or the waiver by Purchaser of the
      following conditions precedent:

     

    (a)  Representations
      and Warranties.
      The
      representations and warranties of Seller contained herein, in all other Transfer
      Documents to which it is a party and in all of the Transaction Documents shall
      be true and correct as of the Closing Date with the same force and effect as
      though made on and as of the Closing Date, except to the extent that any such
      representation or warranty relates solely to an earlier date in which case
      such
      representation or warranty shall have been true and correct on and as of such
      earlier date. 

     

    (b)  Due
      Authorization.
      Purchaser shall have received (i) a copy of the articles of organization and
      operating agreement of Seller, (ii) a good standing certificate for Seller
      in
      the State of Delaware, and (iii) such officer or incumbency certificates as
      may
      be necessary to establish the authority of the signatories to the Transfer
      Documents.

     

    (c)  Consents
      and Approvals.
      All
      approvals and consents required under the Transaction Documents in connection
      with the transaction contemplated by this Agreement and the Assignment and
      Assumption Agreement relating to the Equity Interest to be transferred on the
      Closing Date shall have been duly obtained, given or accomplished. 

     

    (d)  No
      Default.
      Seller
      shall not be in default of any of its obligations hereunder or under any of
      the
      Transfer Documents to which it is a party. No Default or Event of Default as
      defined in the Transaction Documents shall have occurred and be continuing
      and
      each of the Transaction Documents shall be in full force and
      effect.

     

    (e)  No
      Material Adverse Change.
      On the
      Closing Date, there shall have been no material adverse change in the condition
      of the Aircraft.

     

    (f)  Assignment
      and Assumption Agreement.
      Purchaser shall have received this Agreement and the Assignment and Assumption
      Agreement, in each case duly executed and delivered by Seller. The Assignment
      and Assumption Agreement shall have been duly filed with the FAA.

     

    (g)  Insurance.
      Purchaser shall have received (i) a certificate from Lessee’s independent
      insurance broker evidencing the insurance required to be maintained pursuant
      to
      the Lease and listing Purchaser and Purchaser’s beneficiary as additional
      insureds; and (ii) a report from Lessee’s insurance broker evidencing Lessee’s
      compliance with the terms of the Lease and as to such other matters as Purchaser
      may reasonably request.

     

    (h)  FAA
      Counsel Opinion.
      Purchaser shall have received an opinion from McAfee & Taft, special FAA
      counsel, in the customary form, scope and substance satisfactory to the
      Purchaser as to title to the Aircraft and related Engines and as to the
      appropriate filings with the FAA and the International Registry, if
      any.

     

    
      
        
        

      

      
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    (i)  Tax
      Indemnity Agreement.
      Seller
      has assigned Purchaser, pursuant to the Assignment and Assumption Agreement,
      all
      of Sellers right, title and interest in and to that certain Tax Indemnity
      Agreement 647 arising from and after the Closing Date, but excluding in each
      case any and all rights and interests of Seller in respect of the following:
      (i) Seller’s right to tax and other indemnification under the Tax Indemnity
      Agreement as a result of or arising out of events occurring or circumstances
      existing prior to the Closing Date (or claim asserted against Seller with
      respect to a matter subsequent to the Closing Date, if Seller would otherwise
      be
      entitled to indemnification for such claim under the Tax Indemnity Agreement,
      (ii) any interest payable by Lessee on any amount referred to above and
      (iii) the right to enforce payment of the amounts referred to in
      clauses (i) and (ii) above.

     

    (j)  Litigation.No
      action, proceeding or investigation shall have been instituted or threatened
      by
      any Person before any Governmental Authority, nor shall any order, writ,
      judgment or decree have been issued or proposed to be issued by any Governmental
      Authority as of the Closing Date, which in any case questions the validity
      or
      legality of this Agreement, the transactions contemplated hereby or by the
      Transaction Documents or the ability of either party hereto to consummate any
      of
      such transactions.

     

    ARTICLE IV  

     

    REPRESENTATIONS,
      WARRANTIES AND COVENANTS

     

    Section
      4.1.  Representations,
      Warranties and Covenants of Seller.
      Seller
      hereby represents and warrants to Purchaser, as of the date hereof and as of
      the
      Closing Date as follows:

     

    (a)  Organization,
      Corporate Authority, Etc.
      Seller
      is a limited liability company duly formed, validly existing and in good
      standing under the laws of the State of Delaware. Seller has all requisite
      power
      and authority to enter into and perform its obligations under the Transfer
      Documents.

     

    (b)  Authorization,
      Etc.
      This
      Agreement and the Assignment and Assumption Agreement (when entered into by
      Seller) have been (or will have been) duly authorized, executed and delivered
      by
      Seller and this Agreement and the Assignment and Assumption Agreement
      constitutes (or will constitute) the legal, valid and binding obligations of
      Seller, enforceable against Seller in accordance with its terms, except as
      enforcement of the terms hereof and thereof may be limited by applicable
      bankruptcy, insolvency, reorganization, liquidation, moratorium or similar
      laws
      affecting enforcement of creditors’ rights generally, and by general principles
      of equity.

     

    (c)  No
      Violation.
      None of
      the execution, delivery or performance by Seller of the Transfer Documents,
      or
      the consummation by Seller of the transaction contemplated hereby and thereby,
      will contravene any Applicable Law binding on Seller or any of its property,
      or
      any provision of the certificate of formation or operating agreement of Seller,
      or will result in a breach of, or constitute a default under, or contravene
      any
      provision of, any mortgage, deed of trust, indenture or other agreement or
      instrument to which Seller is a party or by which Seller or all or any of its
      property or assets is bound.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    (d)  Seller’s
      Liens; Indebtedness.
      Seller
      is the sole legal and beneficial owner of the Equity Interest and the
      Indebtedness is equal to the outstanding principal and accrued interest due
      under the Trust Indenture as of the date of this Agreement. There are no Liens
      on the Equity Interest, and on the Closing Date, Seller will transfer to
      Purchaser good and marketable title to the Equity Interest, other than the
      Reserved Rights, free and clear of any and all Liens other than Liens permitted
      by the terms of the Transaction Documents. 

     

    (e)  No
      Consents or Approvals.
      None of
      the execution, delivery or performance by Seller of the Transfer Documents,
      or
      the consummation by Seller of the transaction contemplated hereby and thereby,
      requires the consent or approval of, the giving of notice to, the registration,
      recording or filing of any documents with, or the taking of any other action
      in
      respect of, any Governmental Authority, except such as have been obtained or
      effected on or prior to the Closing Date.

     

    (f)  No
      Litigation.
      There
      are no pending or, to the best of Seller’s knowledge, threatened investigations,
      suits or proceedings against Seller or affecting Seller or its properties,
      that,
      if determined adversely, would adversely affect the consummation of the
      transaction contemplated by, or the performance by Seller of its obligations
      under, the Transfer Documents.

     

    (g)  No
      Violation of Law.
      Seller
      is not in breach of any Applicable Law that would have an adverse effect on
      Seller or on the transaction contemplated by, or on Seller’s ability to perform
      its obligations under, the Transfer Documents.

     

    (h)  Disclaimer.
      EXCEPT
      AS PROVIDED IN ONE OR MORE OF THE TRANSFER DOCUMENTS, SELLER HAS NOT, AND SHALL
      NOT BE DEEMED TO HAVE MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS, ANY
      REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, STATUTORY OR
      OTHERWISE, WITH RESPECT TO THE AIRCRAFT, THE TRUST ESTATE, THE EQUITY INTEREST
      OR THE TRANSACTION DOCUMENTS, INCLUDING WITHOUT LIMITATION, ANY IMPLIED
      WARRANTIES OF MERCHANTABILITY, COMPLIANCE WITH DESCRIPTION, FITNESS FOR ANY
      PARTICULAR PURPOSE, AIRWORTHINESS, QUALITY, WORKMANSHIP, VALUE, CONDITION,
      DESIGN, MANUFACTURE, PERFORMANCE OR OPERATION, OR ANY WARRANTIES OR
      REPRESENTATIONS ARISING OUT OF CUSTOMARY TRADE USAGE AND PRIOR COURSE OF
      DEALING, WHETHER OR NOT ANY DEFECT IS APPARENT OR LATENT ON THE CLOSING
      DATE.

     

    (i)  Damage
      to Aircraft.
      Seller
      has no knowledge or notice that any loss or damage relating to the Aircraft,
      or
      an event that, with lapse of time or the making of a determination or both,
      might cause any loss or damage, has occurred, except for immaterial losses
      or
      damage that does not interfere with the operational status of the
      Aircraft.

     

    (j)  No
      Prepayment.
      Seller
      has not received any prepayment of Rent under the Lease.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    (k)  No
      Lessee Assignment.
      Seller
      has not consented to any assignment by the Lessee of its rights under the Lease
      or to any sublease or transfer of possession of the Aircraft subject thereto,
      and to Seller’s knowledge, no such assignment, sublease or transfer of
      possession has occurred.

     

    (l)  No
      Lessee Termination.
      Seller
      has not received notice that Lessee has exercised its rights to an early
      termination under Section 9 of the Lease. 

     

    Section
      4.2.  Representations,
      Warranties and Covenants of Purchaser.
      Purchaser hereby represents, warrants and covenants to Seller, as of the date
      hereof and as of the Closing Date, as follows:

     

    (a)  Organization,
      Authority, Etc.
      Purchaser is a limited liability company duly formed, validly existing and
      in
      good standing under the laws of the State of Delaware. Purchaser has all
      requisite power and authority to enter into and perform its obligations under
      the Transfer Documents. 

     

    (b)  Authorization,
      Etc.
      Purchaser has taken, or caused to be taken, all necessary action to authorize
      the execution and delivery of the Transfer Documents, and the performance of
      Purchaser’s obligations thereunder. This Agreement and each of the other
      Transfer Documents (when entered into by Purchaser) has been (or will have
      been), duly authorized, executed and delivered by Purchaser and constitute
      (or
      will constitute) the legal, valid and binding obligations of Purchaser,
      enforceable against Purchaser in accordance with their respective terms, except
      as enforcement of the terms hereof and thereof may be limited by applicable
      bankruptcy, insolvency, reorganization, liquidation, moratorium or similar
      laws
      affecting enforcement of creditors’ rights generally, and by general principles
      of equity.

     

    (c)  No
      Violation.
      None of
      the execution, delivery or performance by Purchaser of this Agreement, or the
      Assignment and Assumption Agreement nor the consummation by Purchaser of the
      transactions contemplated hereby and thereby, will contravene any Applicable
      Law
      binding on Purchaser or any of its property or the terms of the articles of
      organization operating agreement of Purchaser or the Investment Trust Agreement,
      or will result in a breach of, or constitute a default under, or contravene
      any
      provision of, any mortgage, deed of trust, indenture or other agreement or
      instrument to which Purchaser is a party or by which Purchaser or all or any
      of
      its property or assets are bound.

     

    (d)  No
      Consents or Approvals.
      None of
      the execution, delivery or performance by Purchaser of this Agreement, or the
      other Transfer Documents, or the consummation by Purchaser of the transactions
      contemplated hereby and thereby, requires the consent or approval of, the giving
      of notice to, the registration, recording or filing of any documents with,
      or
      the taking of any other action in respect of, any Governmental Authority, except
      such as have been obtained or effected on or prior to the applicable Closing
      Date.

     

    (e)  No
      Litigation.
      There
      are no pending or, to the best of Purchaser’s knowledge, threatened
      investigations, suits or proceedings against Purchaser or affecting Purchaser
      or
      its properties, that, if determined adversely, would adversely affect the
      consummation of the transaction contemplated by, or the performance by Purchaser
      of its obligations under, this Agreement, the other Transfer Documents or the
      Transaction Documents.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    (f)  No
      Violation of Law.
      Purchaser is not in breach of any Applicable Law that would have an adverse
      effect on Purchaser or on the transaction contemplated by, or on Purchaser’s
      ability to perform its obligations under, this Agreement, the other Transfer
      Documents or the Transaction Documents.

     

    (g)  Covenant
      Regarding Insurance.
      Purchaser hereby agrees to use its best efforts to cause Lessee to name Seller
      as an additional insured under the liability insurance policies maintained
      pursuant to the Lease for a period of one year from and after the Closing
      Date.

     

    (h)  Citizenship.
      Purchaser is a Citizen of the United States.

     

    (i)  No
      Liens.
      No
      Lessor Liens attributable to Purchaser will attach in respect of all or any
      part
      of the Trust Estate as a result of the transactions contemplated by the Transfer
      Documents or the Transaction Documents.

     

    (j)  Investment
      by Purchaser.
      Purchaser’s beneficial interest in the Trust Estate is being acquired by it for
      its own account, for investment and not with a view to any resale or
      distribution thereof, provided, however, that, subject to the restrictions
      on
      transfer set forth in Section 10 of the Participation Agreement, the
      disposition by Purchaser of its beneficial interest in the Trust Estate shall
      at
      all times be within its control. 

     

    (k)  ERISA.
      No part
      of the funds to be used by Purchaser to acquire the Equity Interest directly
      or
      indirectly constitute assets of an “employee benefit plan” as defined in section
      3.3(d) of the Employee Retirement Income Security Act of 1974, as amended,
      or a
“plan” within the meaning of Section 4975(e)(1) of the Internal Revenue
      Code of 1986, as amended.

     

    (l)  Securities
      Laws.
      Neither
      Purchaser nor any Person authorized to act on its behalf has directly or
      indirectly offered any beneficial interest in or security relating to the
      ownership of the Aircraft or any interest in the Trust Estate, or any Equipment
      Note or any other interest in or under the Trust Indenture for sale to, or
      solicited any offer to acquire any of the same from, any Person in violation
      of
      applicable securities Laws.

     

    (m)  Sales
      Tax Matters.
      Purchaser agrees to cooperate with and assist Seller in taking such actions
      as
      may be necessary in order to eliminate or minimize the imposition of any sales,
      use or other transfer taxes arising as a result of the transactions contemplated
      herein.

     

    ARTICLE V  

     

    RESERVED
      RIGHTS

     

    Section
      5.1.  Reserved
      Rights.
      Purchaser will be entitled to all benefits and rights of Owner Participant
      (subject to Seller’s retention of the Reserved Rights), pursuant to any and all
      Transaction Documents in respect of the period from and after the Closing Date.
      Seller hereby reserves, and nothing contained herein shall be construed as
      a
      sale, conveyance, assignment or transfer of Reserved Rights.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    Section
      5.2.  Allocation
      of Amounts.
      If
      Purchaser or Owner Trustee shall receive any amount relating to any Transaction
      Document or any of the transactions contemplated thereby to which Seller is
      entitled under Section 5.1, Purchaser shall promptly remit or shall cause
      the Owner Trustee to remit such amount to Seller (together with, to the extent
      not paid over within ten Business Days, interest at the then- applicable average
      rate for federal funds from and including the date of receipt by Purchaser
      or
      Owner Trustee, as the case may be, to but excluding, the date of payment to
      Seller) and, until so delivered, any such amount received shall be received
      and
      held in trust by Purchaser or Owner Trustee, as the case may be, for the benefit
      of Seller. If Seller shall receive any amount relating to any Transaction
      Document or any of the transactions contemplated thereby to which Purchaser
      or
      Owner Trustee is entitled under Section 5.1, Seller shall promptly remit
      such amount to Purchaser or Owner Trustee, as the case may be (together with,
      to
      the extent not paid over within ten Business Days, interest at the
      then-applicable average rate for federal funds from and including the date
      of
      receipt by Seller to, but excluding, the date of payment to Purchaser or Owner
      Trustee, as the case may be), and until so delivered any such amount received
      by
      Seller shall be received and held in trust by Seller for the benefit of
      Purchaser or Owner Trustee, as the case may be.

     

    Section
      5.3.  Indemnification.
      (a) Purchaser
      shall have no liability or obligation as a result of, and Seller shall indemnify
      and hold Purchaser harmless on an after-tax basis against, and shall be liable
      for and shall pay any loss, cost or other expense arising out of (i) any
      failure by Seller to comply with the terms of the Transaction Documents to
      which
      it is a party prior to the Closing Date, (ii) any liabilities or
      obligations of Seller under the Transaction Documents required to be satisfied
      or performed prior to the Closing Date or (iii) a breach by Seller of any
      of its representations or warranties contained in any of the Transfer
      Documents.

     

    (b)  Seller
      shall have no liability or obligation as a result of, and Purchaser shall
      indemnify and hold Seller harmless on an after-tax basis against, and shall
      be
      liable for and shall pay any loss, cost or other expense arising out of
      (i) any failure by Purchaser to comply with the terms of the Transaction
      Documents on or after the Closing Date, (ii) any liabilities or obligations
      of Purchaser required to be satisfied or performed under the Transaction
      Documents on or after the Closing Date or (iii) a breach by Purchaser of
      any of its representations or warranties contained in any of the Transfer
      Documents.

     

    Section
      5.4.  Mutual
      Cooperation.
      Seller
      and Purchaser shall provide each other with such assistance as may reasonably
      be
      requested by either of them in writing in connection with the preparation of
      any
      tax return, any audit or other examination by any taxing authority, or any
      judicial or administrative proceedings relating to liability for Taxes, and
      each
      will retain and, upon the request of the other, provide the other with any
      records or information which may be relevant to such return, audit or
      examination or proceedings. Such assistance shall include making employees
      available on a mutually convenient basis to provide additional information
      and
      explanation of any material provided hereunder. The party requesting assistance
      hereunder shall reimburse the other for reasonable out-of-pocket expenses
      incurred by the other in providing such assistance.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    ARTICLE VI  

     

    MISCELLANEOUS

     

    Section
      6.1.  Transaction
      Costs.
      Regardless of whether the transactions contemplated hereby are consummated,
      (A) Purchaser agrees to pay all costs, expenses and fees (collectively,
“Costs”)
      incurred by it (including, without limitation, fees and disbursements of counsel
      and/or special counsel to Purchaser) in connection with the transaction
      contemplated hereby, and (B) Seller agrees to pay all Costs incurred by it
      in connection with the transaction contemplated hereby (including, without
      limitation, any and all fees and commissions of AirCapital Aviation Services,
      LLC (“AirCapital”), fees and disbursements of counsel and/or special counsel to
      Seller and any and all Costs incurred by each of Lessee and Owner Trustee in
      connection with the transactions contemplated hereby). Each of Seller and
      Purchaser agrees to pay one-half of the fees and expenses of special FAA counsel
      for services rendered in connection with the transaction contemplated
      hereby.

     

    Section
      6.2.  Brokers,
      Finders, Etc.
      Seller
      states and represents to Purchaser that it has dealt with AirCapital who was
      acting as Seller’s broker or finder in connection with the transaction
      contemplated hereby and that AirCapital is entitled to a brokerage fee,
      financial advisory fee, commission or finder’s fee in connection with this
      transaction. Purchaser
      states and represents to Seller that it has dealt with no broker or finder
      in
      connection with the transaction contemplated hereby, no broker or Person acting
      on such a party’s behalf is entitled to any brokerage fee, financial advisory
      fee, commission or finder’s fee in connection with this transaction. Each of
      Seller and Purchaser agrees to indemnify and hold harmless the other for, from
      and against any and all loss, liability, damage, cost, claim or expense
      (including, without limitation, attorneys’ fees) incurred by reason of any
      commission, brokerage fee, financial advisory fee or finder’s fee alleged to be
      payable because of any act, omission or statement of the indemnifying party.
      

     

    Section
      6.3.  Announcements.
      Purchaser and Seller shall consult with each other regarding press releases
      or
      other public announcements related to the Transfer Documents and the
      transactions contemplated hereby.
      One or
      more of the owners of Seller will file SEC Form 8-Ks in connection with this
      transaction.

     

    Section
      6.4.  Counterparts.
      This
      Agreement may be executed by the parties hereto in separate counterparts, each
      of which when so executed and delivered shall be deemed an original, but all
      such counterparts shall together constitute but one and the same
      instrument.

     

    Section
      6.5.  Amendments,
      Etc.; Entire Agreement.
      Except
      as otherwise specifically provided herein, this Agreement and the other Transfer
      Documents contain the entire agreement of the parties with respect to the
      subject matter hereof and thereof, and supersede all prior agreements and
      understandings between the parties, whether written or oral. Neither this
      Agreement nor any of the terms hereof may be terminated, amended, supplemented,
      waived or modified orally, but only by an instrument which purports to
      terminate, amend, supplement, waive or modify this Agreement, or any of the
      terms hereof, signed by the party against which the enforcement of the
      termination, amendment, supplement, waiver or modification is sought. The
      schedules and exhibits attached to this Agreement constitute a part of this
      Agreement and are incorporated herein by reference as if set forth in full
      in
      the main body of this Agreement.

     

    Section
      6.6.  Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their successors and permitted assigns. Neither party may assign its rights
      hereunder without the prior written consent of the other party prior to the
      Closing Date (and any such attempted assignment without such consent shall
      be
      void).

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    Section
      6.7.  Governing
      Law; Submission to Jurisdiction.
      (a) THIS
      AGREEMENT, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE,
      SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
      LAWS
      OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE IN SUCH STATE, WITHOUT
      GIVING EFFECT TO PRINCIPLES RELATING TO CONFLICTS OF LAW.

     

    (b)  Each
      of
      Seller and Purchaser irrevocably agrees that any legal suit, action or
      proceeding arising out of or relating solely to this Agreement or the Assignment
      and Assumption Agreement (or any document referred to herein or therein) or
      the
      transactions contemplated hereby or thereby or the subject matter hereof or
      thereof, shall be instituted in the state or federal courts in the borough
      of
      Manhattan, City of New York, State of New York, and it hereby irrevocably
      waives, to the fullest extent permitted by law, any objection which it may
      have
      now or hereafter to the laying of the venue or the jurisdiction or the
      convenience of the forum of any such legal suit, action or proceeding and
      irrevocably submits generally and unconditionally to the jurisdiction of any
      such court but only in any such suit, action or proceeding. Each of Seller
      and
      Purchaser further irrevocably agrees to the service of process of any of the
      aforementioned courts but only in any suit, action or proceeding of the nature
      referred to above by the mailing of the copies thereof by certified mail,
      postage prepaid, return receipt requested, to it at its address specified in
      section 6.9 hereof (as the same may be changed from time to time pursuant
      to section 6.9 hereof), such service to be effective upon the date of
      receipt indicated on the postal receipt returned from it.

     

    (c)  Subject
      to any right of appeal, final judgment against Seller or Purchaser in any suit
      shall be conclusive, and may be enforced in other jurisdictions by suit on
      the
      judgment, a certified or true copy of which shall be conclusive evidence of
      the
      fact and of the amount of any indebtedness or liability of Seller or Purchaser,
      as the case may be, therein described.

     

    Section
      6.8.  WAIVER
      OF JURY TRIAL.
      EACH
      PARTY HERETO HEREBY IRREVOCABLY WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM
      OR
      CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE ASSIGNMENT
      AND ASSUMPTION AGREEMENT OR RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT,
      OR
      THE ASSIGNMENT AND ASSUMPTION AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED
      TO
      BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT
      AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING WITHOUT
      LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER
      COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER
      IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS
      ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH
      WILL
      CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH PARTY
      HERETO FURTHER WARRANTS AND REPRESENTS THAT EACH HAS REVIEWED THIS WAIVER WITH
      ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY
      TRIAL
      RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE,
      MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER
      SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS OR MODIFICATIONS TO THIS AGREEMENT
      OR
      ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS TRANSACTION. IN THE EVENT
      OF
      LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY
      THE COURT.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    Section
      6.9.  Notices,
      Etc.
      All
      notices, offers, acceptances, approvals, waivers, requests, demands and other
      communications hereunder or under any instrument, certificate or other
      instrument delivered in connection with the transactions described herein shall
      be in writing, shall be addressed as provided below and shall be considered
      as
      properly given (a) if delivered in person, (b) if sent by reputable
      overnight delivery service, (c) in the event overnight delivery services
      are not readily available, if mailed by first class United States mail, postage
      prepaid, registered or certified with return receipt requested, or (d) if
      sent by telecopier and confirmed in writing by any other manner described above.
      Notice so mailed shall be effective upon the earlier of actual receipt or the
      expiration of five (5) days after its deposit. Notice given in any other
      manner shall be effective upon receipt by the addressee; provided,
      however,
      that if
      any notice is tendered to an addressee and the delivery thereof is refused
      by
      such addressee, such notice shall be effective upon such tender. For the
      purposes of notice, the address of the parties shall be as set forth below;
      provided
      that
      either party shall have the right to change its address for notice hereunder
      to
      any other location by the giving of prior notice to the other party in the
      manner set forth hereinabove. The initial addresses of the parties hereto are
      as
      follows:

     

    If
      to
      Purchaser:

    


    Dougherty
      Air Trustee, LLC

    90
      South
      Seventh Street, Suite 4300

    Minneapolis,
      MN 55402-4108

    Telephone: (612)
      376-4005

    Telecopier: (612)
      317-2045

    


    with
      a
      copy to:

     

    Kevin
      Johnson, Esq.

    Fafinski,
      Mark & Johnson

    775
      Prairie Center Drive, Suite 400

    Minneapolis,
      MN 55344

    Telephone: (952)
      995-9500

    Telecopier: (952)
      995-9577

    


    If
      to
      Seller:

    


    PLM
      CAL
      II LLC

    c/o
      PLM
      Investment Management, Inc.

    405
      Lexington Avenue, 67th
      Floor

    New
      York,
      NY 10174 

    Telephone: (212)
      682-3344

    Telecopier: (212)
      682-3464

    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    and
      to:

    


    c/o
      Semele Group

    20
      Marshall Street #104

    S.
      Norwalk, CT 06845

    Attention:
      James A. Coyne

    Telephone:
      (203) 663-4204

    Telecopier:
      (203) 663-4201

    


    with
      a
      copy to:

     

    John
      Todd, Esq.

    Todd
      & Levi, LLP

    444
      Madison Avenue

    Suite
      1202

    New
      York,
      NY 10022

    Telephone: (212)
      308-7400 (x24)

    Telecopier: (212)
      308-8450

    


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

     

    Section
      6.11.  Headings,
      Etc.
      The
      headings and the table of contents used herein are for convenience of reference
      only and shall not define or limit any of the terms or provisions
      hereof.

     

    Section
      6.12.  Further
      Assurances; Confidentiality.
      (a) Seller
      and Purchaser shall do and perform such further acts and execute and deliver
      such further instruments as may be required by Applicable Law or reasonably
      requested by either party to carry out and effectuate the purposes of this
      Agreement and the Assignment and Assumption Agreement.

     

    (b)  Purchaser
      and Seller agree that any and all information of any kind obtained pursuant
      to
      this Agreement that shall not then be or have become generally available shall
      be kept and maintained in strictest confidence, and shall not be disclosed
      or
      disseminated to any other Person, except (A) as otherwise required by any
      Transaction Document, (B) to any regulatory agency, (C) in response to
      any subpoena or other legal process, (D) to any prospective successor or
      assign which has agreed with such party that, upon disclosure of such
      information, such prospective successor or assign shall be bound by the
      provisions of this Section 6.12(b), (E) as part of any filing to be
      made with any Governmental Authority and (F) to attorneys, accountants and
      financial, insurance and other independent advisors of any such
      party.

     

    Section
      6.13.  Survival.
      The
      representations, warranties, covenants and indemnities of the parties contained
      in this Agreement shall survive execution and delivery hereof.

     

    Section
      6.14.  Counterparts.
      This
      Agreement may be executed by the parties hereto in separate counterparts, each
      of which when so executed and delivered shall be an original, but all such
      counterparts shall together constitute but one and the same
      instrument. 

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     


    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Purchase Agreement (N16647) to be duly executed
      and delivered as of the date first above written.

     

    
      	 	
               PLM
                CAL II LLC,
                Seller

               

               

              By:
                _____________________________

               

              Name:
                ___________________________

               

              Its:
                ______________________________

               

            
	 	
              DOUGHERTY
                AIR TRUSTEE, LLC,
                not in its individual capacity, but solely as the investment trustee
                under
                the Investment Trust Agreement, Purchaser

               

               

              By:
                _____________________________

               

              Name:
                ___________________________

               

              Its:
                ______________________________

               

            


    

    


    



    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    



    SCHEDULE
      1

     

    TRANSACTION
      DOCUMENTS

     

    
      	
              1.

            	
              Trust
                Agreement 647, dated as of November 24, 1997, between Ballston Aero
                Trust
                Services, L.C., as Owner Participant, and Wells Fargo Bank Northwest,
                N.A.
                as successor to First Security Bank, N.A., as Owner
                Trustee.

            


    

     

    
      	
              2.

            	
              Trust
                Indenture and Mortgage 647, dated as of November 24, 1997, between
                Wells
                Fargo Bank Northwest, N.A. as successor to First Security Bank, N.A.,
                as
                Owner Trustee and Wilmington Trust Company, as
                Mortgagee.

            


    

    


    
      	
              3.

            	
              Trust
                Indenture and Mortgage 647 Supplement No. 1 dated November 24, 1997,
                by
                the Owner Trustee.

            


    

    


    
      	
              4.

            	
              Lease
                Agreement 647, dated as of November 24, 1997, between Wells Fargo
                Bank
                Northwest, N.A. as successor to First Security Bank, N.A., as Lessor
                and
                Continental Airlines, Inc., as
                Lessee.

            


    

     

    
      	
              5.

            	
              Lease
                Supplement No. 1, dated November 24, 1997, between Wells Fargo Bank
                Northwest, N.A. as successor to First Security Bank, N.A., as Lessor
                and
                Continental Airlines, Inc., as
                Lessee.

            


    

    


    
      	
              6

            	
              Participation
                Agreement 647, dated as of November 24, 1997, among Continental Airlines,
                Inc., as Lessee, Ballston Aero Trust Services, L.C., as Owner Participant,
                Wells Fargo Bank Northwest, N.A. as successor to First Security Bank,
                N.A., as Owner Trustee and Wilmington Trust Company, as Mortgagee,
                Subordination Agent and Pass Through
                Trustee.

            


    

    


    
      	
              7.

            	
              Tax
                Indemnity Agreement 647, dated as of November 24, 1997, between CIT
                Group
                Inc. as successor to AT&T Credit Corporation, and Continental
                Airlines, Inc.

            


    

     

    
      	
              8.

            	
              Assignment
                and Assumption Agreement (N16647), dated as of August 27, 2004, by
                and
                between Ballston Aero Trust Services, L.C. and PLM CAL II
                LLC.

            


    

     

    
      	
              9.

            	
              Partial
                Assignment and Assumption Agreement (N16647), dated as of November
                15,
                2004, between CIT Communications Finance Corporation, as successor
                to
                AT&T Credit Corporation and PLM CAL II
                LLC.

            


    

     

    


     

    


     

    


     

    


     

    


     

    


     


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    



    SCHEDULE
      2

    FINANCIAL
      INFORMATION

    


    


    ACQUISITION
      PRICE

    


    $3,250,000

    


    


    INDEBTEDNESS

    (as
      of April 2, 2007)

    


    
      	
              Principal

            	
              Interest

            	
               Total

            
	
              $10,729,535.37

            	
              $4,386.48

              Per
                diem interest after 

              April
                2, 2007: $2,193.24

            	
              $10,733,921.85

            


    

    


    


    


    



    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A

     

    FORM
      OF
      ASSIGNMENT AND ASSUMPTION AGREEMENT

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    23