1.

1NTERPRETATION

1

2.

REPRESENTATIONS  AND WARRANTIES

1

3.

AGREEMENT TO SELL AND PURCHASE

1

4.

CONDITIONS PRECEDENT

2

5.

PURCHASE PRICE

2

6.

DELIVERY

5

7.

AIRCRAFT CONDITION & WARRANTIES

6

8.

REGISTRATION FEES

7

9.

INDEMNITIES & LIABILITY INSURANCE

7

10.

FURTHER PROVISIONS

8

11.

LAW AND JURISDICTION

9

12.

BROKERS AND OTHER THIRD PARTIES

10

SCHEDULE 1

12

SCHEDULE 2

13

SCHEDULE 3

16

SCHEDULE 4

17

SCHEDULE S

19

SCHEDULE 6

20

1.

INTERPRETATION

1.1

Definitions: Capitalised words and expressions are defined in Schedule 2.

1.2

Construction: Headings are to be ignored in construing this Agreement and unless the contrary intention is stated, a reference to:

(a)

each of "Seller", "Purchaser" or any other Person includes any permitted successors and assignees;

(b)

words importing the plural shall include the singular and vice versa;

(c)

any document shall include that document as amended, novated, assigned or supplemented;

(d)

a Clause or a Schedule is to a clause of or a schedule to this Agreement;

(e)

any Law, or to any specified provision of any Law, is a reference to such Law or provision as amended, substituted or re-enacted.

2.

REPRESENTATIONS AND WARRANTIES

3.

AGREEMENT TO SELL AND PURCHASE

(a)

the Aircraft will be sold by the Seller and purchased by the Purchaser on the Delivery Date in an "as is, where is" condition; and

(b)

Seller shall pass to Purchaser upon Delivery good and marketable title to the Aircraft clear of all liens and encumbrances other than any liens created by Purchaser which by their express terms become effective upon passage of title to Purchaser.

3.5

Material Damage or Event of Loss before Delivery:

4.

CONDITIONS PRECEDENT

4.1

Seller Conditions:

4.2

Purchaser Conditions:

5.

PURCHASE PRICE

•

Seller's material breach of the terms of this Agreement; or

•

Lessee's failure to perform its obligations under the Lease Termination Agreement or to meet the requirements of Clause 5.4 or 5.5 below; or

•

Lessee's material breach or failure to fulfil a condition precedent (prior to the Ferry Flight) of the terms of the Side Agreement; or

•

Purchaser notifies Seller within eight (8) Business Days after completing the Inspection that it has rejected the Aircraft due to the Aircraft's failure to pass the inspection under the Side Agreement and wishes not to proceed with the sale contemplated herein; or

•

An Event of Loss or Material Damage to the Aircraft prior to Delivery and Purchaser exercises its right to terminate this Agreement pursuant to Clause 3.5; or

•

Seller's inability to satisfy a Purchaser Condition Precedent save where such failure is the result of Purchaser's breach of the terms of this Agreement; or

•

Delivery fails to occur on or prior to the Final Delivery Date save where such failure is a result of Purchaser's breach of this Agreement or the Side Agreement.

MSN

Purchase 

Price

Purchaser

 to Pay

Lessee 

Contribution 

to Aircraft 

Condition

Purchaser 

Deposit

Lessee 

Contribution to 

Aircraft 

Condition 

Deposit

30741

$*__________

$*_________

$*_________

$*_______

$*_______

5.9

Payment of Taxes, Tax Indemnities :

(a)

Purchaser will indemnify and hold Seller harmless from any and all Taxes and expenses assessed against Seller or the Aircraft or any part thereof by any Government Entity resulting from or arising in connection with the sale of the Aircraft hereunder, and any Taxes and expenses assessed against Seller which are attributable to any payment made by Purchaser under this Agreement, other than:

(i)

any Taxes (including without limitation capital gains Taxes, minimum Taxes and doing business or franchise Taxes) imposed on the overall income, profits or gains of Seller;

(ii)

any Taxes imposed as a result of Seller's failure to comply with this Agreement or non- performance in relation to any applicable laws governing Seller's obligations hereunder; and

(iii)

any Taxes arising as a result of the gross negligence or wilful misconduct of Seller.

(c)

All payments to be made by Purchaser under this Agreement shall be made in full without set off or counterclaim whatsoever and shall be made in full without any deduction or withholding whatsoever. If however a deduction or withholding for Taxes is required by law, Purchaser shall:

(i)

ensure that the deduction or withholding does not exceed the minimum amount legally required;

(ii)

immediately pay to Seller such additional amount so that the net amount received by Seller will equal the full amount which would have been received by it had no such deduction or withholding been made;

(iii)

pay to the relevant taxation authority or other authorities within the time allowed by law the full amount of the deduction or withholding (including, but without prejudice to the generality of the foregoing, the full amount of any deduction or withholding from any additional amount paid pursuant to this sub-clause); and

(iv)

provide Seller within the period for payment permitted by the relevant law with an official receipt of the relevant taxation authorities for all amounts so deducted or withheld or if such receipts are not issued by the taxation authorities concerned, a certificate of deduction or equivalent evidence of the relevant deduction or withholding.

6.

INSPECTION AND DELIVERY

6.1

Inspection: Seller grants permission to Purchaser to conduct the inspection of the Aircraft and the inspection of all documents and records relating to the Aircraft that are the property of Seller and in the possession of Lessee, arranged between the Purchaser and the Lessee pursuant to the Side Agreement, and Seller shall not interfere or delay such inspection in any manner. .

6.2

Delivery: Subject to satisfaction (or waiver or deferral with the agreement in writing of Seller) of the Seller Conditions Precedent, Seller shall transfer title to the Aircraft and the Aircraft Documents to Purchaser on the Delivery Date and duly execute and deliver the Bill of Sale to Purchaser on the Delivery Date.

6.3

Delivery Date: The parties currently anticipate that Delivery will take place on the Expected Delivery Date within one hour after the Aircraft arrives in the Delivery Location and shall each use reasonable efforts so that Delivery does then take place but in any event Delivery shall occur no later than close of business in New York on the Final Delivery Date.

6.4

Delivery Location: The Bill of Sale shall be delivered to Purchaser and the Acceptance Certificate shall be delivered to Seller while the Aircraft is located in the Delivery Location. Such documents, together with the Certificate of Acceptance under and as defined in the Lease Agreement, will be exchanged among the parties (signed but undated) so that after Purchaser has confirmed receipt of the full Purchase Price and the Aircraft is situated in the Delivery Location such documents will be dated, released and exchanged.

6.5

Flight Schedule: Seller and Purchaser shall confer regarding the intended flight schedule for the Aircraft during the period prior to the Delivery Date and with respect to the Ferry Flight.

6.6

Final Acceptance: Provided the Aircraft meets the Delivery Conditions Requirements, all of the Purchaser Conditions Precedent have been satisfied, Seller has not breached this Agreement and the Purchaser has not otherwise terminated this Agreement in accordance with the terms hereof, Purchaser will accept the Aircraft by dating and delivering the Acceptance Certificate to Seller. Any delivery conditions separately agreed by the Purchaser and Lessee in the Side Agreement shall be strictly between such parties and Seller shall not be liable for the performance or satisfaction of such conditions, provided that Seller hereby acknowledges Purchaser's right to terminate this

7.

AIRCRAFT CONDITION & WARRANTIES

7.1

Acceptance Certificate: Delivery of the Technical Acceptance Certificate by Purchaser to Seller following Purchaser's inspection shall be conclusive proof that Purchaser has examined and investigated the Aircraft and that it is in every way satisfactory to Purchaser at such time. Delivery of the Acceptance Certificate by Purchaser to Seller shall be conclusive proof that Purchase has made final acceptance of the Aircraft in connection with Delivery.

7.2

Assignment of Warranties; Further Assurance: Seller hereby assigns to Purchaser, effective upon Delivery, all Seller's rights, title and interest (to the extent that any such warranties continue to exist) in all agreements with the Manufacturer relating to the Aircraft. Seller agrees on request by Purchaser to give notice of such assignment to any relevant manufacturer and to use reasonable efforts to obtain their consent to such assignment and take such other action as Purchaser may reasonably request in that regard.

7.4

Disclaimers: THE AIRCRAFT (AS DEFINED) IS BEING SOLD AND DELIVERED TO PURCHASER "AS IS" AND "WHERE IS", AND WITHOUT ANY REPRESENTATION, GUARANTEE OR WARRANTY OF SELLER EXPRESS OR IMPLIED, OF ANY KIND, ARISING BY LAW OR OTHERWISE.

8.

REGISTRATION FEES

9.

INDEMNITIES & LIABILITY INSURANCE

9.1

Purchaser's Indemnity: Purchaser shall indemnify Seller in full on demand in respect of all Losses suffered or incurred by Seller or any of its officers, employees or agents (regardless of when the same are suffered or incurred) arising out of or connected in any way with:

(a)

the purchase, manufacture, ownership, possession, registration, performance, transportation, management, sale, control, inspection, use or operation, design, condition, testing, delivery, leasing, maintenance, repair, service, modification, overhaul, replacement, removal or redelivery of the Aircraft, or any loss of or damage to the Aircraft, or otherwise in connection with the Aircraft or relating to loss or destruction of or damage to any property, or death or injury to any person caused by, relating to or arising from or out of (in each case whether directly or indirectly) any of the foregoing matters and regardless of when the same arises or occurs, or whether it arises out of or is attributable to any act or omission, negligent or otherwise of Seller; or

(b)

any design, article or material in the Aircraft or the operation or use thereof constituting an infringement of patent, copyright, trademark, design or other proprietary right or a breach of any obligation of confidentiality owed to any person;

(i)

to the extent that such Losses arise out of any act, omission, event or circumstance occurring before Delivery;

(ii)

to the extent that such Losses are caused by the wilful misconduct or gross negligence of Seller or any of its employees, servants or agents;

(iii)

to the extent that such Losses are the result of failure by Seller to comply with any of its express obligations under this Agreement (unless such failure is caused by failure by Purchaser to comply with any of its express obligations under this Agreement) or any representation or warranty given by Seller not being true and correct;

(iv)

to the extent that such Losses represent a Tax or loss of tax benefits;

(v)

which are ordinary or usual operating or overhead expenses of Seller, except to the extent that the same arise on the occurrence of any breach by Purchaser of its obligations under this Agreement; or

(vi)

which are required to be borne by Seller in accordance with any other express provision contained in this Agreement; or

(vii)

to the extent that such Losses arise out of any act or omission of Seller as a manufacturer, repairer, or technical servicer of aviation products.

9.2

Liability Insurance: Purchaser shall maintain or procure that Aircraft Third Party, Property Damage, Passenger, Baggage, Cargo and Mail and Airline General Third Party (including Products) Legal Liability for a combined single limit (bodily injury/property damage) of an amount not less than US$ 600,000,000.00 (Six Hundred Million Dollars) for any one occurrence (but in respect of products and personal injury liability, this limit may be an aggregate limit for any and all losses occurring during the currency of the policy) is maintained in respect of the Aircraft with the Additional Insureds each named as an additional insured for two years after the Delivery Date. On or before Delivery, and upon each renewal Purchaser shall deliver to Seller a certificate in a form reasonably acceptable to Seller issued by the insurance brokers to Purchaser, in respect of this liability insurance over such two-year period, subject to the following provisions regarding replacement coverage. Should any airframe or engine be removed from service during the two- year period referenced above, the Purchaser will cause to be maintained US$ I 0,000,000 in Aviation Products Liability coverage in place of the insurance requirements above. Such policies shall include a waiver of subrogation clause, breach of warranty clause and severability of interest clause in favour of the Additional Insureds.

10.

FURTHER PROVISIONS

10.1

Side Agreement. Seller acknowledges that Purchaser and Lessee have entered into the Side Agreement. The Purchaser acknowledges that Seller is not a party to the Side Agreement and, accordingly, has not reviewed the terms of such agreement, has no rights or obligations thereunder and is not bound by the terms thereof. Purchaser agrees that it shall give Seller prompt notice of any breach or failure of Lessee to perform its obligations under the terms of the Side Agreement that may give rise to Purchaser's right to terminate the sale hereunder and request a return of the Purchaser Deposits pursuant to Clause 5.3. It is understood that the Side Agreement shall not impose upon the Lessee and/or the Aircraft any greater technical conditions than those reflected at the time of Purchaser's execution of the Technical Acceptance Certificate (subject, however, to Clause 3.5 above) and that Lessee's principal responsibilities after the Technical Acceptance Date shall be executing the Ferry Flight and providing certain post-title-transfer paperwork after the Ferry Flight is completed. Lessee's failure to provide such documentation shall give rise to a cause of action by Purchaser against Lessee under the Side Agreement, but shall not give rise to a refund or return of the Deposits. The Lessee Contribution to Aircraft Condition payments shall not, except to the extent otherwise agreed between Lessor and Lessee in writing, be refundable in any circumstances and shall, should the sale of the Aircraft contemplated herein not be consummated, be applied to amounts owing by Lessee to Seller in connection with termination of the Lease as set forth in the Aircraft Lease Termination Agreement.

10.2

Benefit of Agreement: Purchaser shall not assign or transfer all or any of its rights and/or obligations under this Agreement without the prior written consent of Seller, except that Purchaser may assign its rights and obligations under this Agreement to its wholly-owned subsidiary, Contrail Aviation Leasing, LLC, provided that Purchaser and such assignee shall be jointly and severally liable for Purchaser's obligations hereunder the event of such assignment.

10.3

Counterparts: This Agreement may be executed in any number of separate counterparts and each counterpart shall when executed and delivered be an original document but all counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by fax or email will be deemed as effective as delivery of an originally executed version. Accordingly, a PDF copy and facsimile signatures shall be treated as original signatures for all purposes with respect to all Transaction Documents. Any party delivering an executed version of this Agreement by fax or email shall, upon the request of the other party, also deliver an originally executed counterpart but the failure to do so will not affect the validity or effectiveness of this Agreement.

10.4

Waivers and Variation: Rights of a party, arising under this Agreement or the general law, shall not be waived or varied unless done so expressly in writing and only then in that specific case, on that specific occasion and on any terms specified.

10.5

Notices: Any notice in connection with this Agreement shall be given in writing and may be conveyed by digital means (fax/email). The address for notices of each party follows:

10.6

Invalidity of any Provision: If any part of this Agreement becomes invalid, illegal or unenforceable under any applicable law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected.

10.7

Entire Agreement: This Agreement constitutes the entire agreement between the parties hereto in relation to the sale and purchase of the Aircraft and supersedes all previous proposals, representations, agreements and other written and oral communications in relation thereto.

10.8

Costs and Expenses: Except where this Agreement states differently, each party shall bear its own fees, costs and expenses arising out of or connected with this Agreement. For the avoidance of doubt, Seller shall not be responsible for any broker's fees, commissions or expenses relating to the sale of the Aircraft.

10.9

Cape Town Convention: Once legal title to the Aircraft has duly passed to Purchaser pursuant to this Agreement and the Bill of Sale, Seller will provide its consent to the registration of the Purchaser's ownership at the International Registry. Until legal title to the Aircraft has so passed, Purchaser shall not seek, nor be entitled, to register any interest in the Aircraft or this Agreement at the International Registry or elsewhere.

11.

LAW AND JURISDICTION

11.1

Governing Law: This Agreement in all respects and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, the laws of the State of New York. The U.N. Convention on Contracts for the International Sales of Goods is not applicable to this Agreement.

11.2

Dispute Resolution: The US Federal Circuit Court for the Southern District of New York, sitting in the Borough of Manhattan, shall have jurisdiction to settle any disputes arising out of or relating to this Agreement and the parties submit themselves and their assets to the non-exclusive jurisdiction of that court in relation to such disputes. A judgment or order of such court in connection with this Agreement is conclusive and binding and may be enforced in the courts of any other jurisdiction. Neither party will seek nor be entitled to, contest and/or delay and/or obstruct registration or enforcement of such judgment and/or order. The parties agree that the prevailing party shall be entitled to an award of reasonable attorney fees in the event of any court action arising under or in connection with this Agreement.

11.3

Process: Without prejudice to any other mode of service each party consents to the service of process relating to any proceedings under Clause 11.2 at its address set forth in Clause 10.5 provided a copy of the process is also sent by email to such party.

11.4

Waivers: Each party waives to the fullest extent permitted by law any objection which it may now or hereafter have to (i) the courts referred to in Clause 11.2 on grounds of inconvenient forum or otherwise as regards proceedings in connection with this Agreement and/or (ii) the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement brought in those courts.

12.

BROKERS AND OTHER THIRD PARTIES

12.1

No Brokers: Each party represents and warrants to the other that it has not paid, agreed to pay or caused to be paid directly or indirectly in any form, any commission, percentage, contingent fee, brokerage or other similar payments of any kind, in connection with the establishment or operation of this Agreement, to any Person (other than fees payable by each party to its legal advisers and, as to Purchaser, fees payable to PGA Aviation LLC).

12.2

Indemnity: Each party agrees to indemnify and hold the other harmless from and against any and all claims, suits, damages, costs and expenses (including, but not limited to reasonable attorneys' fees) asserted by any agent, broker or other third party for any commission or compensation of any nature whatsoever based upon this Agreement or the Transaction Documents or the Aircraft, if such claim, suit, damage, cost or expense arises out of any breach by the indemnifying party, its employees or agents of Clause 12.1.

MSN

30741

Aircraft Type

737-700

Engine Type

CFM56-7B22

MTOW

154,500 Lbs

MLW

129,200 Lbs

MZFW

120,500 Lbs

Engine Serial Numbers

888306 & 888308

(a)

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

(b)

the Aircraft being destroyed, damaged beyond economic repair or permanently rendered unfit for normal use for any reason whatsoever; or

(c)

the requisition of title or other compulsory acquisition of title for any reason of the Aircraft by the government of the State of Registration or any other authority (whether de jure or de facto); or

(a)

any national government, political subdivision thereof, or local jurisdiction therein;

(b)

any instrumentality, board, commission, court, or agency of any of the above, however constituted; and

(c)

any association, organisation, or institution of which any of the above is a member or to whose jurisdiction any thereof is subject or in whose activities any of the above is a participant;

•

The Technical Acceptance Certificate duly executed by Purchaser;

•

The Acceptance Certificate duly executed by Purchaser;

•

The insurance certificate required under Clause 10.3

•

The Net Purchase Amount

•

The Redelivery Maintenance Payment Amount set forth in Schedule 2 of the Lease Termination Agreement.

3.

The Aircraft shall not have suffered an Event of Loss or Material Damage on or prior to the Delivery Date;

4.

The representations given by Seller in Part A of Schedule 4 being true and accurate on the Delivery Date;

5.

The Seller shall not be in in material default of its obligations under this Agreement.

6.

The Purchaser shall have completed, or shall have waived its right in writing to conduct, a walk- around inspection of the interior and exterior of the Aircraft within 48 hours prior to the departure of the Ferry Flight to confirm that the Aircraft shall not have suffered Material Damage or an Event of Loss since the time of Technical Acceptance and shall confirmed the same in writing to Seller.

7.

The Purchaser shall have received written confirmation from Seller that Seller has received the Lessee Contribution to Purchase Price and the Redelivery Maintenance Payments required to be paid by Lessee under the Lease Termination Agreement and the Lease Agreement, respectively.

8.

Purchaser shall have obtained evidence from the CAAC prior to the Ferry Flight indicating, to Purchaser's reasonable satisfaction, that there are no existing Security Interests in the Aircraft that are subject to recording with the CAAC, except Permitted Liens.

9.

Purchaser shall have received the executed agreement relating to the Ferry Flight between Purchaser and Lessee in form and substance satisfactory to Purchaser.

•

Seller duly exists under the laws of Ireland and has the power to enter into and implement the transactions contemplated by the Transaction Documents to which it is a party;

•

the execution, delivery and performance of the Transaction Documents to which it is a party have been duly authorised by all necessary corporate action on the part of Seller;

•

the Transaction Documents to which it is a party constitute legal, valid and binding obligations of Seller;

•

each consent required by Seller to authorise, or required by it in connection with the execution, delivery, performance, legality, validity or enforceability of the Transaction Documents to which it is a party has been obtained and is in full force and effect, and there is no default in the observance or performance of any of the conditions and restrictions (if any) imposed on or in connection therewith; and

•

the execution, delivery and performance by Seller of the Transaction Documents to which it is a party will not (i) conflict with, or result in any material breach of, any of the terms of, or constitute a default under, any agreement or document to which it is a party or by which it or any of its property or assets may be bound or (ii) contravene or conflict with the provisions of its constitutive documents.

•

Purchaser duly exists under the laws of the State of Wisconsin, USA and has the power to enter into and implement the transactions contemplated by the Transaction Documents to which it is a party;

•

the execution, delivery and performance of the Transaction Documents to which it is a party have been duly authorised by all necessary corporate action on the part of Purchaser;

•

the Transaction Documents to which it is a party constitute legal, valid and binding obligations of Purchaser;

•

each consent required by Purchaser to authorise, or required by it in connection with the execution, delivery, performance, legality, validity or enforceability of the Transaction Documents to which it is a party has been obtained and is in full force and effect (or will be obtained and in full force and effect prior to Delivery), and there is no default in the observance or performance of any of the conditions and restrictions (if any) imposed on or in connection therewith; and

•

the execution, delivery and performance by Purchaser of the Transaction Documents to which it is a party will not (i) conflict with, or result in any material breach of, any of the terms of, or constitute a default under any agreement or document to which it is a party or by which it or any of its property or assets may be bound or (ii) contravene or conflict with the provisions of its constitutive documents.

•

B737-700 aircraft bearing manufacturer's serial number 30741;

•

CFM56-7B22 engines bearing manufacturer's serial numbers 888308 and 888306;

•

all equipment, accessories and parts belonging to, installed in or appurtenant to such aircraft or engines, to the extent that title thereto has been vested in Seller; and

•

the Aircraft Documents,

(a)

Purchaser has inspected the Aircraft, and the Aircraft conforms with the description and is in the condition and equipped as required by the Purchase Agreement;

(b)

Purchaser has received and inspected all of the Aircraft Documents and found them to be complete and satisfactory;

(a)

Purchaser has inspected the Aircraft, and the Aircraft conforms with the description and is in the condition and equipped as required by the Purchase Agreement;

(b)

Purchaser has received and inspected all of the Aircraft Documents and found them to be complete and satisfactory;

(c)

Purchaser acknowledges that it has no rights or claims whatsoever against Seller in respect of the condition of the Aircraft or the Aircraft Documents or any of the other matters referred to in Clause 3.5 or Clause 7.4 of the Agreement ;

(d)

Purchaser has irrevocably accepted delivery of the Aircraft];