COUNSEL SHALL
HAVE RECEIVED (I) THE RELEASE OF THE EXISTING MORTGAGE AND ALL OTHER SECURITY
INTERESTS, IF ANY, AGAINST THE AIRCRAFT IN RECORDABLE FORMAT FOR FILING WITH THE
FAA ("RELEASES") AND (II) AUTHORIZATION BY THE INDENTURE TRUSTEE TO RELEASE THE
RELEASES FOR RECORDING WITH THE FAA;
(F)
NO CONSUMMATION OF THE PENDING
FORECLOSURE;
(G)
CONSUMMATION OF THE REDEMPTION; AND
(H)
THE REPRESENTATIONS GIVEN BY SELLER AND
MARATHON SHALL BE TRUE AND ACCURATE ON THE CLOSING DATE.
5.
PURCHASE PRICE
5.1
PURCHASE PRICE:
THE PRICE FOR THE AIRCRAFT IS
TWENTY FOUR MILLION UNITED STATES DOLLARS ("US$24,000,000") IN CASH FOR ALL THE
AIRCRAFT (I.E. US$8,000,000 PER AIRCRAFT), WHICH AMOUNT SHALL BE SATISFIED BY
PURCHASER'S PAYMENT TO THE ESCROW AGENT (A) ON THE DATE HEREOF OF A SECURITY
DEPOSIT IN THE AMOUNT OF US$1,500,000 ("SECURITY DEPOSIT") AND (B) ON OR BEFORE
FEBRUARY 21, 2006 OF THE US$22,500,000 BALANCE OF THE PURCHASE PRICE ALL IN
ACCORDANCE WITH THE ESCROW INSTRUCTIONS SET FORTH IN EXHIBIT A.
5.2
SECURITY DEPOSIT/PARTIAL PREPAYMENT/REFUND:
THE SECURITY DEPOSIT SHALL BECOME A PARTIAL PREPAYMENT OF THE PURCHASE PRICE
OWED BY PURCHASER TO SELLER, FULLY EARNED, AND NON-REFUNDABLE, AND THE SELLER
SHALL HAVE THE RIGHT TO RECEIVE THE SECURITY DEPOSIT AND ANY INCOME EARNED
THEREON FROM THE ESCROW AGENT WITHIN THREE (3) CALENDAR DAYS AFTER THE SELLER'S
REQUEST THEREFOR IF THE DELIVERY DOES NOT OCCUR ON OR BEFORE FEBRUARY 22, 2006
(I.E. IF THE CONDITIONS SET FORTH IN SECTION 4 ARE NOT SATISFIED OR WAIVED PRIOR
TO SUCH DATE), EXCEPT (I) IN THE EVENT OF THE OCCURRENCE OF THE PENDING
FORECLOSURE PRIOR TO THE EFFECTUATION OF THE REDEMPTION, (II) IN THE EVENT OF
DEFAULT BY SELLER UNDER THIS PURCHASE AGREEMENT, (III) IN THE EVENT DELIVERY
DOES NOT OCCUR ON OR PRIOR TO FEBRUARY 22, 2006 AS PROVIDED IN SECTION 3.2
HEREOF FOR A REASON OTHER THAN A BREACH BY THE PURCHASER OF ITS OBLIGATIONS
UNDER THIS AGREEMENT, OR (IV) IN THE EVENT OF A TOTAL OR PARTIAL LOSS OF THE
AIRCRAFT PRIOR TO DELIVERY, AND IN EACH SUCH CASE SET FORTH IN CLAUSES
(I) THROUGH (IV) OF THIS SENTENCE, PURCHASER'S OBLIGATION TO PURCHASE THE
AIRCRAFT SHALL AUTOMATICALLY TERMINATE AND THE SECURITY DEPOSIT AND THE BALANCE
OF THE PURCHASE PRICE AND ALL OTHER AMOUNTS DEPOSITED BY THE PURCHASER INTO THE
ESCROW ACCOUNT AND ANY INCOME THEREON SHALL BE REFUNDED TO THE PURCHASER WITHIN
THREE (3) CALENDAR DAYS FOLLOWING THE DATE OF PURCHASER'S REQUEST THEREOF.
6.
DELIVERY
6.1
DELIVERY:
SUBJECT TO THE PROVISIONS OF
SECTION 3 AND SATISFACTION (OR WAIVER BY THE APPLICABLE PARTY) OF THE CONDITIONS
PRECEDENT SET OUT IN SECTIONS 4.1 AND 4.2, SELLER SHALL EFFECT THE TRANSFER OF
TITLE TO THE AIRCRAFT TO PURCHASER ON THE CLOSING DATE BY DULY EXECUTING AND
DELIVERING THE FAA BILLS OF SALE AND THE BILL OF SALE, AND DELIVERING THE
RELEASES TO PURCHASER. UPON DELIVERY OF THE FAA BILLS OF SALE, THE BILL OF SALE,
AND THE RELEASES TO PURCHASER AND PAYMENT OF THE PURCHASE PRICE TO SELLER, TITLE
TO THE AIRCRAFT SHALL PASS FROM