CONTENTS Clause Page1. Interpretation 12. Representations and Warranties 13. Agreement to Sell and Purchase 24. Conditions Precedent 45. Purchase Price 66. Invoice 97. Delivery 108. Condition of Aircraft 119. Manufacturers Warranties 1210. Registration Fees 1311. [*] 1312. Further Provisions 1513. Law and Jurisdiction 1814. Brokers and Other Third Parties 20Schedule 1 Sellers and Related Aircraft 23Schedule 2 Lease Documents 25Schedule 3 Definitions 29Schedule 4 Conditions Precedent 34Part A Seller Conditions Precedent 34Part B Purchaser Conditions Precedent 35Schedule 5 Representations and Warranties 37Part A Sellers Representations and Warranties 37Part B Purchasers Representations and Warranties 40Schedule 6 Confirmatory Bill of Sale 41Schedule 7 Acceptance Certificate 42Schedule 8 Form of Invoice 43

EX-10.27 2 a57988a8exv10w27.htm EX-10.27 exv10w27

EXHIBIT 10.27
CONFIDENTIAL TREATMENT
REQUESTED PURSUANT TO RULE 406

Execution Form

DATED 5^TH NOVEMBER 2010

THE SELLERS LISTED IN SCHEDULE 1 HERETO

and

THE PURCHASERS LISTED IN SCHEDULE 1 HERETO

AIRCRAFT SALE AND PURCHASE AGREEMENT

CONTENTS


Clause	Page
1. Interpretation		1
2. Representations and Warranties		1
3. Agreement to Sell and Purchase		2
4. Conditions Precedent		4
5. Purchase Price		6
6. Invoice		9
7. Delivery		10
8. Condition of Aircraft		11
9. Manufacturer’s Warranties		12
10. Registration Fees		13
11. [^*]		13
12. Further Provisions		15
13. Law and Jurisdiction		18
14. Brokers and Other Third Parties		20
Schedule 1 Sellers and Related Aircraft		23
Schedule 2 Lease Documents		25
Schedule 3 Definitions		29
Schedule 4 Conditions Precedent		34
Part A Seller Conditions Precedent		34
Part B Purchaser Conditions Precedent		35
Schedule 5 Representations and Warranties		37
Part A Seller’s Representations and Warranties		37
Part B Purchaser’s Representations and Warranties		40
Schedule 6 Confirmatory Bill of Sale		41
Schedule 7 Acceptance Certificate		42
Schedule 8 Form of Invoice		43


*		Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

THIS AGREEMENT is made on 5^th November 2010

BETWEEN:

(1)		THE SELLERS LISTED IN SCHEDULE 1 HERETO; and

(2)		THE PURCHASERS LISTED IN SCHEDULE 1 HERETO.

IT IS AGREED as follows

1.		INTERPRETATION

1.1		Definitions

		In this Agreement capitalised words and expressions have the meaning specified in Schedule 3, except where the context otherwise requires.

1.2		Construction

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

	1.2.1		any “Seller”, any “Purchaser” or any other Person includes, without prejudice to the provisions of this Agreement restricting transfer or assignment, any permitted successor or assignee;

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

	1.2.3		any document, other than the Lease Documents, shall include that document as amended, novated, assigned or supplemented;

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

	1.2.5		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

2.1		Seller Representations and Warranties

		The relevant Seller in respect of each Aircraft represents and warrants (in respect of itself only) to the relevant Purchaser in respect of such Aircraft that the statements contained in Schedule 5, Part A are at the date hereof, and on each applicable Delivery Date will be (by reference to the facts and circumstances then subsisting), true and accurate. The relevant Seller acknowledges and agrees that the relevant Purchaser has entered into this Agreement in reliance on the truth and accuracy of the relevant Seller’s representations and warranties under this Agreement.

2.2		Purchaser Representations and Warranties

		The relevant Purchaser in respect of each Aircraft represents and warrants (in respect of itself only) to the relevant Seller in respect of such Aircraft that the statements contained in Schedule 5, Part B are at the date hereof, and on each applicable Delivery Date will be (by reference to the facts and circumstances then subsisting), true and accurate. The relevant

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		Purchaser acknowledges and agrees that the relevant Seller has entered into this Agreement in reliance on the truth and accuracy of the Purchaser’s representations and warranties under this Agreement.

3.		AGREEMENT TO SELL AND PURCHASE

3.1		Agreement

		Subject to and in accordance with the provisions of this Agreement:

	3.1.1		the Seller of each Aircraft agrees to sell such Aircraft to the relevant Purchaser of such Aircraft, and such Purchaser agrees to purchase such Aircraft from such Seller in an “as is, where is” condition;

	3.1.2		the Seller of each Aircraft shall pass to the relevant Purchaser on the applicable Delivery Date full legal and beneficial and good and marketable title to such Aircraft with full title guarantee (except in relation to Aircraft No. 3, in respect of which, the provisions of Clause 3.7 apply), subject in each case to the Novated Lease and Permitted Liens but free and clear of all other Security Interests. Title to each such Aircraft shall pass to the relevant Purchaser in accordance with Clause 7.1 (Delivery); and

	3.1.3		It is the intention of the Sellers and the Purchasers that Aircraft No.5 shall be the first Aircraft sold by the relevant Seller to the relevant Purchaser under this Agreement and if such sale is not consummated by the Final Delivery Date, then unless otherwise agreed by the parties to this Agreement, the relevant Seller shall not be obliged to sell any Aircraft to the relevant Purchaser and the relevant Purchaser shall not be obliged to purchase any such Aircraft from the relevant Seller under this Agreement.

3.2		Registration

		On or before the applicable Delivery Date in respect of each Aircraft, the Seller of such Aircraft shall deliver, or procure that the relevant Lessee delivers, to the Air Authority such documents as are necessary to instruct the Air Authority to record, to the extent permitted by law, the relevant Purchaser or any Purchaser Nominee which is the owner or lessor of such Aircraft as the new owner or lessor of such Aircraft in the aircraft register maintained by the Air Authority.

3.3		Security Interests

		Each Aircraft shall as of the applicable Delivery Date be free and clear of all Security Interests other than the Novated Lease and Permitted Liens.

3.4		Passage of Title & Risk

		Risk of loss or destruction of any Aircraft shall pass to the relevant Purchaser upon Delivery in respect of such Aircraft.

3.5		Damage before Delivery

		If before Delivery in respect of any of Aircraft No. 1, Aircraft No. 2, Aircraft No. 3 or Aircraft No. 4 , such Aircraft suffers damage which does not constitute an Event of Loss but for which

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the likely cost of repair would exceed [^*] or if before Delivery, Aircraft No.5 suffers damage which does not constitute an Event of Loss but for which the likely cost of repair would exceed [*], then:

	3.5.1		the relevant Seller shall promptly notify the relevant Purchaser of such damage and whether in the relevant Seller’s view such damage can be repaired prior to the applicable Scheduled Closing Date or any other date as agreed between the parties;

	3.5.2		the relevant Purchaser shall in light of the relevant Seller’s notice, notify the relevant Seller whether the relevant Purchaser is prepared to proceed subject to the damage being repaired to the relevant Purchaser’s satisfaction prior to the applicable Scheduled Closing Date or any other date as agreed between the parties. If the relevant Purchaser is prepared to proceed on the basis of the repair, the relevant Seller shall procure the timely repair to the relevant Purchaser’s reasonable satisfaction. However if (i) the repair is not so completed and the relevant Aircraft is not delivered to the relevant Purchaser on or before the applicable Scheduled Closing Date or any other date as agreed between the parties or (ii) the relevant Purchaser notifies the relevant Seller in writing that the relevant Purchaser is not prepared to proceed on the basis of the repair, the relevant Seller shall refund the relevant Deposit plus interest in accordance with the provisions of Clause 5.2.2 to the relevant Purchaser within three (3) Business Days from the date of notice by such Purchaser, then none of the parties to this Agreement shall have any further obligation or liability with respect to such Aircraft under this Agreement to any of the other parties to this Agreement other than as set out in Clause 12.8 and Clause 4.3.

3.6		Event of Loss before Delivery

		If before Delivery of any Aircraft such Aircraft suffers an Event of Loss, then with effect from the date of such Event of Loss the rights and obligations of the parties hereunder in respect of such Aircraft shall be discharged so that no party shall be liable to any other party in respect of such Aircraft save that the relevant Seller shall refund the relevant Deposit plus interest in accordance with the provisions of Clause 5.2.2 to the relevant Purchaser within three (3) Business Days from the relevant Seller becoming aware of the occurrence of such Event of Loss, and other than as set out in Clause 12.8 and Clause 4.3.

3.7		Transfer Arrangements relating to Aircraft No. 3

	3.7.1		GECAS has advised the Parent Purchaser that as regards Aircraft No. 3:

			*[]**


*		Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

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3.7.2

[*]

4.		CONDITIONS PRECEDENT

4.1		Seller Conditions

	4.1.1		The obligation of the Seller of each Aircraft to sell such Aircraft to the relevant Purchaser shall be subject to fulfilment of each of Seller Conditions Precedent applicable to such Aircraft on or prior to the applicable Delivery Date (except to the extent that such Seller agrees in writing in its absolute discretion to waive or defer any such condition).

	4.1.2		The Seller Conditions Precedent have been inserted for the benefit of each Seller and may, in respect of any Aircraft, be waived in writing, in whole or in part and with or without conditions, by the Seller of such Aircraft without prejudicing the right of such Seller to receive fulfilment of such conditions, in whole or in part, at any later time.

	4.1.3		If any of Seller Conditions Precedent in respect of an Aircraft remain outstanding on the applicable Final Delivery Date and are not waived or deferred in writing by the Seller of such Aircraft, such Seller may at any time after 5pm in London on the applicable Final Delivery Date terminate the obligation of such Seller to sell such Aircraft to the relevant Purchaser by notice to the relevant Purchaser, whereupon none of the parties to this Agreement shall have any further obligation or liability with respect to such Aircraft under this Agreement to any of the other parties to this Agreement save that the relevant Seller shall refund the relevant Deposit plus interest in accordance with the provisions of Clause 5.2.2 to the relevant Purchaser within three (3) Business Days from the date of such notice by such Purchaser, and other than as set out in Clause 12.8 and Clause 4.3.

4.2

Purchaser Conditions

4.2.1

The obligation of the Purchaser of each Aircraft to purchase such Aircraft shall be subject to fulfilment of each of Purchaser Conditions Precedent applicable to such Aircraft on or prior to the applicable Delivery Date (except to the extent that such Purchaser agrees in writing in its absolute discretion to waive or defer any such condition).


^*		Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

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	4.2.2		The Purchaser Conditions Precedent have been inserted for the benefit of each Purchaser and may, in respect of any Aircraft, be waived in writing, in whole or in part and with or without conditions, by the Purchaser of such Aircraft without prejudicing the right of such Purchaser to receive fulfilment of such conditions, in whole or in part, at any later time.

	4.2.3		If any of the Purchaser Conditions Precedent in respect of an Aircraft remain outstanding on the applicable Final Delivery Date and prior to payment of the Purchase Price and are not waived or deferred in writing by the Purchaser of such Aircraft, such Purchaser may at any time after 5pm in London on the applicable Final Delivery Date terminate the obligation of such Purchaser to purchase such Aircraft from the relevant Seller by notice to the relevant Seller, whereupon none of the parties to this Agreement shall have any further obligation or liability with respect to such Aircraft under this Agreement to any of the other parties to this Agreement save that the relevant Seller shall refund the relevant Deposit plus interest in accordance with the provisions of Clause 5.2.2 to the relevant Purchaser within three (3) Business Days from the date of such notice by such Purchaser, and other than as set out in Clause 12.8 and Clause 4.3.

4.3		Breach

		If at any time the relevant Purchaser, GECAS or any affiliate of GECAS or any Seller wilfully breaches or all part of this Agreement or any Transaction Document or any Other Agreement, GECAS and the Sellers (in the case of a breach by the relevant Purchaser) or the relevant Purchaser (in the case of a breach by GECAS, any affiliate of GECAS or any Seller) shall be entitled by notice in writing to the defaulting party to terminate this Agreement in its entirety in relation to Aircraft which then remain unsold, whereupon none of the parties to this Agreement shall have any further obligation or liability hereunder save that if the relevant termination notice is issued by the relevant Purchaser, the relevant Seller shall refund the relevant Deposit(s) plus interest in accordance with the provisions of Clause 5.2.2 to such Purchaser within three (3) Business Days from the date of the relevant notice of termination.

4.4		Transaction Fee Reimbursement

	4.4.1		If for any reason (other than as specified in Clause 4.4.2 below) the Delivery of any Aircraft has not occurred on or before the Final Delivery Date, then in addition to refund of the relevant Deposit(s) plus interest in accordance with the provisions of Clause 5.2.2, GECAS on behalf of the relevant Seller will reimburse Purchaser’s transaction expenses in the amount of [] (“Transaction Fee Reimbursement*”) in respect of any such Aircraft as consideration for the loss of the Aircraft from the portfolio to be acquired hereunder.

	4.4.2		GECAS will not have the obligation to make a Transaction Fee Reimbursement pursuant to Clause 4.4.1 if the sale of Aircraft No. 5 to the Purchaser has not already completed or if the failure of Delivery of an Aircraft by the Final Delivery Date is the result of any of the following occurrences (i) any wilful breach by the relevant Purchaser of any of its obligations under this Agreement (including the failure by the relevant Purchaser to satisfy any of the Seller Conditions Precedent within the control


*		Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

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of such Purchaser) or (ii) any material damage or Event of Loss occurs pursuant to Clauses 3.5 or 3.6 in respect of such Aircraft or (iii) Purchaser has not used all reasonable commercial efforts to agree to the Lease Novation in respect of such Aircraft and to consummate the sale and lease novation of such Aircraft or (iv) an Event of Default occurs under the relevant Lease and the relevant Lessor has terminated the leasing of such Aircraft. Furthermore, if the parties agree to substitute a comparable aircraft leased to a comparable lessee and subject to comparable lease documents and pricing terms in replacement of any Aircraft which fails to deliver to the Purchaser by the Final Delivery Date, then GECAS will not be required to make any such Transaction Fee Reimbursement in relation to the Aircraft so replaced.

4.4.3

Notwithstanding the provisions of Clauses 4.4.1 and 4.4.2, if the sale of Aircraft No. 5 to the Purchaser does not occur (other than as a result of the wilful breach by the relevant Purchaser of any of its obligations under this Agreement (including the failure by the relevant Purchaser to satisfy any of the Seller Conditions Precedent within the control of such Purchaser)) on or before the Final Delivery Date and accordingly, none of the Aircraft is sold by the relevant Sellers to the relevant Purchasers, then in addition to refund of the relevant Deposit(s) plus interest in accordance with the provisions of Clause 5.2.2, GECAS on behalf of the relevant Seller will reimburse the Purchaser’s transaction expenses in a single amount of [*] covering all of the Aircraft arising from the failure to consummate the sale of the Aircraft to the Purchasers.

5.		PURCHASE PRICE

5.1		Amount

		The base purchase price for each Aircraft shall be the amount specified as such in Schedule 1 opposite such Aircraft (the “Base Purchase Price”).

5.2		Deposit

		Each Purchaser shall pay the relevant Deposit for the relevant Aircraft to the relevant Seller within five (5) Business Days following the date of execution and delivery of this Agreement. The relevant Deposit in respect of any Aircraft shall be refunded to the relevant Purchaser in respect of such Aircraft free and clear of any set-off, counterclaim or other deduction together with interest accrued on such Deposit for such Aircraft at a rate equal to [*] for the period commencing on the date on which the Deposit for such Aircraft was received by GECAS to (but excluding) the day on which the Deposit for such Aircraft is received by the Purchaser only in the following events as contemplated by Clause 3.5, Clause 3.6, Clause 4.2.3, Clause 4.3 or Clause 8.2.

5.3		Amount of Purchase Price

5.3.1

In respect of each Aircraft, the Base Purchase Price of such Aircraft shall be:

	(a)		decreased by an amount equal to [*]; and

	(b)		increased by an amount equal to [*].

(such Base Purchase Price as so adjusted pursuant to this Clause 5.2 in respect of the Delivered Aircraft is called the “Purchase Price”).


*		Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

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5.4		Payment of Purchase Price

		Subject to the provisions of this Agreement, on the Delivery Date in respect of an Aircraft the Purchaser of such Aircraft shall pay to the Seller of such Aircraft (the “Net Purchase Price”) an amount equal to the Purchase Price of such Aircraft less the amount of (i) the Deposit in respect of such Aircraft, (ii) if held in cash, the Lease Security Deposit applicable to such Aircraft to the extent then held by such Seller at such Delivery Date, (iii) if Supplemental Rent is payable under the relevant Lease in respect of such Aircraft, the accrued Supplemental Rent amounts (but only to the extent not already made available, refunded or paid to the relevant Lessee as required by the express provisions of the relevant Lease) to the extent then held by such Seller at such Delivery Date and (iv) any Rent received by Seller in respect of the relevant Aircraft relating to the period after the Delivery Date. The time of payment shall be of the essence of this Agreement.

5.5		Payments

5.5.1

All payments by any party to any other party under this Agreement and the other Transaction Documents will be made for value on the due date in Dollars and in immediately available funds settled through New York Clearing House System or such other funds as may for the time being be customary for the settlement in New York City of payments in Dollars and by wire transfer to:

	(a)		in the case of any Seller:

			[*]

			or such other account as such Seller may from time to time advise to each Purchaser by not less than ten (10) Business Days prior written notice; and

	(b)		in the case of any Purchaser, to such account as such Purchaser may from time to time advise to each Seller in writing.

5.5.2

No payment shall be considered made by a party hereto until it is received in the account of the relevant other party to the Agreement. Promptly upon becoming aware of receipt of the Purchase Price in respect of an Aircraft, the Seller of such Aircraft will ask its bank to send confirmation of receipt of such Purchase Price to it and, once received, such Seller will promptly send such confirmation to the Purchaser of such Aircraft.

5.6

No Withholdings

5.6.1

Payment of the Net Purchase Price in respect of an Aircraft to be made by any Purchaser of an Aircraft under this Agreement and all other payments required to be made by it hereunder (including but not limited to the payment of the Deposit) shall be made without set off or counterclaim whatsoever.


*		Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

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5.6.2

All payments to be made by any Seller or any Purchaser under this Agreement and the other Transaction Documents shall be made in full without any deduction or withholding in respect of Taxes or otherwise unless the deduction is required by Law, in which event such paying party shall:

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

	(b)		promptly pay to the other party entitled to receive the relevant payment such additional amount so that the net amount received by such other party will equal the full amount which would have been received by it had no such deduction or withholding been made;

	(c)		pay to the relevant taxation authority or other authorities within the period for payment permitted 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

	(d)		if requested, provide such other party, within the period for payment permitted by the relevant law, with an official receipt of the relevant taxation authorities involved in respect of all amounts so deducted or withheld or if such receipts are not issued by the taxation authorities concerned on payment to them of amounts so deducted or withheld, a certificate of deduction or equivalent evidence of the relevant deduction or withholding.

[*]

5.7

Taxes

	5.7.1		Without prejudice to Clause 7.3 (Delivery Location), each Seller in respect of an Aircraft and the Purchaser in respect of such Aircraft will co-operate so that the Delivery Location in respect of such Aircraft shall be in a jurisdiction where the imposition upon any Seller and/or any Purchaser of any Taxes arising out of the sale of such Aircraft pursuant to this Agreement is minimised.

	5.7.2		[*]

	5.7.2		[*]


*		Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

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5.8		Lease Security Deposit and Supplemental Rent

		The Seller in respect of an Aircraft shall, on the Delivery Date in respect of such Aircraft, transfer (by way of permitted deduction from the Purchase Price in accordance with Clause 5.3 (ii) and (iii)) to the Purchaser in respect of such Aircraft (or a Purchaser Nominee which is the lessor of such Aircraft) (a) if held in cash, the Lease Security Deposit (or if there is a letter of credit, such Seller shall transfer such issued letter of credit or procure the issuance of a letter of credit acceptable to such Purchaser in respect of such Lease Security Deposit to such Purchaser or such Purchaser Nominee) then held by such Seller at the Delivery Date in respect of such Aircraft and (b) if Supplemental Rent is payable under the relevant Lease in respect of such Aircraft, the accrued Supplemental Rent amounts (but only to the extent not already made available, refunded or paid to the relevant Lessee as required by the express provisions of the relevant Lease) to the extent then held by such Seller at the Delivery Date in respect of such Aircraft.

5.9		Late Receipt of Rent or Supplemental Rent

		If, after Delivery in respect of an Aircraft, the Seller of such Aircraft receives from the Lessee in respect of such Aircraft any amount of Rent or Supplemental Rent payable by such Lessee pursuant to the relevant Lease (notwithstanding the relevant Lease Novation), such Seller shall procure that such Rent or Supplemental Rent is promptly and, in any case, within two (2) Business Days, paid to the Purchaser of such Aircraft (and pending such payment shall hold the same on trust for such Purchaser). Such payment shall be made in full, free of all Taxes, duties, withholdings or deductions and without any set-off or counterclaim whatsoever.

6.		INVOICE

		The Invoice in respect of an Aircraft shall be delivered by the relevant Seller to the relevant Purchaser at least three (3) Business Days prior to the relevant Delivery Date.

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7.		DELIVERY

7.1		Delivery

		Subject to satisfaction (or waiver or deferral with the agreement in writing of the relevant Seller) of the Seller Conditions Precedent in respect of any Aircraft, the Seller of such Aircraft shall tender such Aircraft for Delivery and effect the transfer of all of such Seller’s right, title and interest in and to such Aircraft to the relevant Purchaser on the applicable Delivery Date by execution and delivery of a Bill of Sale in respect of such Aircraft to the relevant Purchaser. Simultaneously with the delivery of a Bill of Sale in respect of such Aircraft, all of the relevant Seller’s right, title and interest in and to such Aircraft (including the relevant Aircraft Documents) will pass from the relevant Seller to the relevant Purchaser but the relevant Purchaser acknowledges that each Aircraft (including the relevant Aircraft Documents) will, upon and following such transfer of title, remain in the possession of the relevant Lessee and the relevant Seller shall not be obliged to give or effect physical delivery of any Aircraft (including the relevant Aircraft Documents) to any Purchaser. Provided that the Purchaser Conditions Precedent in respect of an Aircraft have been satisfied (or waived by the relevant Purchaser), the relevant Purchaser shall execute and deliver to the relevant Seller on the applicable Delivery Date an Acceptance Certificate in respect of such Aircraft, which shall be conclusive evidence (as between the relevant Purchaser and the relevant Seller) of the matters therein stated.

7.2		Delivery Date

		The parties currently anticipate that Delivery in respect of an Aircraft will take place on the applicable Scheduled Closing Date and shall each use reasonable efforts so that Delivery in respect of such Aircraft does then take place but in any event Delivery in respect of such Aircraft shall occur no later than 5p.m. in London on the Final Delivery Date in respect of such Aircraft.

7.3		Delivery Location

		At the time of delivery of the Bill of Sale in respect of an Aircraft on the applicable Delivery Date such Aircraft shall be located in one of the following locations (the “Delivery Location”):

	7.3.1		the Expected Delivery Location; or

	7.3.2		international airspace; or

	7.3.3		with the agreement of the parties, another jurisdiction provided that in the case of this Clause 7.3.3, where such Aircraft is not located in international airspace both of the following conditions are satisfied:

	(a)		the Lex Situs Opinion (the cost of which is to be split equally between the relevant Purchaser and the relevant Seller) is issued to the relevant Seller and the relevant Purchaser on or prior to Delivery in respect of such Aircraft; and

	(b)		the relevant Seller and the relevant Purchaser are satisfied (each in their sole discretion) that no Taxes will be imposed upon such Seller such Purchaser, the relevant Lessee or the relevant Aircraft as a result of the delivery of such Bill of Sale or transfer of title to the relevant Aircraft whilst such Aircraft is located in such jurisdiction, other than any Taxes which the relevant Seller or the relevant Purchaser may agree in writing to bear.

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8.		CONDITION OF AIRCRAFT

8.1		Disclaimers

	8.1.1		EACH AIRCRAFT, EACH ENGINE AND EACH PART IS BEING SOLD AND DELIVERED “AS IS” AND “WHERE IS”, AND WITHOUT ANY REPRESENTATION, GUARANTEE OR WARRANTY OF ANY SELLER EXPRESS OR IMPLIED, OF ANY KIND, ARISING BY LAW OR OTHERWISE EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE RELEVANT BILL OF SALE; AND

	8.1.2		WITHOUT LIMITING THE GENERALITY OF THE FOREGOING EACH PURCHASER UNCONDITIONALLY AGREES THAT AS BETWEEN ITSELF AND EACH SELLER EACH AIRCRAFT AND EACH PART THEREOF IS TO BE SOLD AND PURCHASED IN AN “AS IS, WHERE IS” CONDITION AS AT THE APPLICABLE DELIVERY DATE, AND NO TERM, CONDITION, WARRANTY, REPRESENTATION OR COVENANT OF ANY KIND HAS BEEN ACCEPTED, MADE OR IS GIVEN BY ANY SELLER OR ITS SERVANTS OR AGENTS IN RESPECT OF THE AIRWORTHINESS, VALUE, QUALITY, DURABILITY, DATE PROCESSING, CONDITION, DESIGN, OPERATION, DESCRIPTION, MERCHANTABILITY OR FITNESS FOR USE OR PURPOSE OF ANY AIRCRAFT OR ANY PART THEREOF, AS TO THE ABSENCE OF LATENT, INHERENT OR OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE), AS TO THE COMPLETENESS OR CONDITION OF ANY AIRCRAFT DOCUMENTS, OR AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, COPYRIGHT, DESIGN, OR OTHER PROPRIETARY RIGHTS; AND EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE RELEVANT BILL OF SALE, ALL CONDITIONS, WARRANTIES AND REPRESENTATIONS (OR OBLIGATION OR LIABILITY, IN CONTRACT OR IN TORT) IN RELATION TO ANY OF THOSE MATTERS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, ARE EXPRESSLY EXCLUDED.

8.2		Acceptance Certificate

		The purchase of the Aircraft by the relevant Purchaser shall be subject to such Purchaser’s satisfactory inspection of the relevant Aircraft. The relevant Purchaser shall undertake a preliminary inspection of the relevant Aircraft and the Other Aircraft (including the Aircraft Documents) by not later than [*] (or such later date as may be agreed by the relevant Seller and the relevant Purchaser) to satisfy itself that the relevant Aircraft is in a satisfactory condition. The relevant Seller shall procure that the relevant Aircraft and the Aircraft Documents are made available to the relevant Purchaser so that such Purchaser may complete such preliminary inspection, provided always, that such preliminary inspections shall not unreasonably interfere with the relevant Lessee’s operation and use of the Aircraft. If following such preliminary inspection of the Aircraft and/or the Aircraft Documents the relevant Purchaser determines that any such relevant Aircraft and/or the related Aircraft Documents are not in a satisfactory condition and such Purchaser does not wish to proceed with the purchase of such Aircraft, then the relevant Purchaser shall notify the relevant Seller in writing of such position within five (5) Business Days of such preliminary inspection being completed, in which case, the relevant Seller shall refund the relevant Deposit plus interest in accordance with the provisions of Clause 5.2.2 to the relevant Purchaser within three (3) Business Days from the date of such notice by the relevant Purchaser, and neither party shall have any further obligations or liabilities to the other party in relation to the relevant Aircraft following such return of Deposit and payment of interest, other than as set out in Clause 12.8


*		Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

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and Clause 4.3. Delivery of the Acceptance Certificate in respect of any Aircraft by the relevant Purchaser to the relevant Seller shall be conclusive proof as between each of the parties hereto that the Purchaser of such Aircraft has examined and investigated such Aircraft and each part thereof and that such Aircraft and each part thereof is in every way satisfactory to such Purchaser.

8.3		Lessee and the Lease

		Without prejudice to any representation and/or warranty made to any Purchaser in this Agreement or any other Transaction Document by any Seller, each Purchaser acknowledges that it has been and will be solely responsible for making its own independent investigation and appraisal of the operations, financial condition, creditworthiness, status and affairs of each Lessee, and of the provisions of each Lease and each other Lease Document, and has not relied, and will not at any time rely, on any Seller:

	8.3.1		to provide any Purchaser with any information relating to any such matters; or

	8.3.2		to check or enquire into the adequacy, accuracy or completeness of any information provided by any Lessee pursuant to or in relation to the Lease or other Lease Documents applicable to such Lessee; or

	8.3.3		to assess or keep under review any of such matters.

	Execution of this Agreement by the Purchasers shall constitute the agreement of and confirmation by the Purchasers of such Aircraft that it has completed its due diligence in relation to the Lease Documents that have been provided to the relevant Purchaser prior to the date of this Agreement in respect of such Aircraft and that it is satisfied in all respects with the Lease Documents in respect of such Aircraft.

MANUFACTURER’S WARRANTIES

9.1.1

The Seller of each Aircraft shall, on the Delivery Date in respect of such Aircraft, assign to the relevant Purchaser, without recourse and subject to any rights of the relevant Lessee, all such Seller’s rights, title and interest (to the extent that such assignment is permitted by the terms thereof) in:

	(a)		all agreements between such Seller and the Manufacturer relating to warranties with respect to such Aircraft (by way of the Assignment of Warranties); and

	(b)		all agreements between such Seller and the Engine Manufacturer relating to warranties with respect to relevant Engines applicable to such Aircraft (by way of the Engine Warranty Assignment).

9.1.2

The Seller of each Aircraft hereby assigns to the Purchaser of such Aircraft, with effect from Delivery in respect of such Aircraft, all of such Seller’s rights, title and interest (to the extent that such assignment is permitted by the terms thereof, and subject to the interests of the relevant Lessee) all agreements between such Seller and the manufacturer of any equipment not manufactured by the Manufacturer or the Engine Manufacturer and installed on such Aircraft on the applicable Delivery Date (if any) relating to warranties with respect to such Aircraft. After any Delivery Date, a Seller will provide the relevant Purchaser with assistance and cooperation reasonably requested by such Purchaser in connection with obtaining the benefit of any such warranties assigned by such Seller hereunder.

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9.1.3

The Seller of each Aircraft agrees to give notice to, and obtain the consent of, the Manufacturer and the Engine Manufacturer with respect to such assignment at or before Delivery in respect of such Aircraft. After Delivery in respect of such Aircraft, the relevant Purchaser shall pursue any warranty claims at its own expense.

10.		REGISTRATION FEES

		The relevant Seller shall bear, and hold harmless the relevant Purchaser from, any duties or fees payable to the Air Authority in connection with the transfer of title to any Aircraft from such Seller to such Purchaser or any Purchaser Nominee which is the owner of such Aircraft.

11.		*[]**

11.1		*[]**


*		Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

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11.2

[*]


^*		Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

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11.3

Liability Insurance

	11.3.1		Each Purchaser shall ensure that for the period of two years from the relevant Delivery Date in respect of each Aircraft, the relevant Lessee shall be required to maintain insurances under the terms of the relevant Novated Lease in accordance with the requirements of the Lease Novation.

	11.3.2		Each Purchaser shall ensure that the Lessee in respect of each Aircraft is required under the terms of the relevant Novated Lease to provide the relevant Seller with a copy of any renewal or replacement certificate in accordance with Clause 0 whilst such insurance coverage remains in force.

12.		FURTHER PROVISIONS

12.1		Benefit of Agreement

		No party shall assign or transfer all or any of its rights and/or obligations under this Agreement without the prior written consent of the relevant Seller (in the case of any assignment or transfer by any Purchaser) or the relevant Purchaser (in the case of any assignment or transfer by any Seller) provided that a Purchaser may assign its rights under this Agreement to its financiers pursuant to any financing of the relevant Aircraft to be purchased by it with the consent of the relevant Seller (such consent not to be unreasonably withheld where (i) the relevant Seller is satisfied that it shall not incur, or it is indemnified to its satisfaction against, any costs in relation to such assignment and (ii) the relevant Seller has completed any necessary know your customer checks and due diligence in relation to any assignee and is satisfied in its absolute discretion with the result of such checks and due diligence).

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12.2		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

12.3		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.

12.4		Third Party Rights

		A Person who is not a party to this Agreement has no direct right under the Contract (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this Agreement nor to object or be consulted about any amendments to this Agreement.

12.5		Notices

		Any notice in connection with this Agreement shall be given in writing and in English. A notice shall be delivered personally or by post, email or facsimile as detailed below (or as otherwise notified by the receiving party from time to time). A notice shall be deemed received — if posted, three (3) days after it is mailed; if sent by hand or courier, when it is delivered; if faxed, when the fax is sent and on confirmation by the recipient of actual receipt; and, if by email, when received into the ‘In Box’ of the recipient and a “delivery receipt” generated


		to any Seller at:

		GE Capital Aviation Services Limited
		Aviation House
		Shannon
		County Clare
		Ireland

		Fax: +353 61 706 867
		Email: [*]
		Attention: Contracts Leader

		to any Purchaser at:

		Air Lease Corporation
		2000 Avenue of the Stars
		Suite 600N
		Los Angeles
		California CA 90067
		United States of America

		Fax: + ###-###-#### Email: *@*
		Attention: Legal Department


*		Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

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12.6		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.

12.7		Entire Agreement

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

12.8		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 provided that the relevant Seller shall pay (i) the relevant Lessee’s costs and expenses incurred in connection with the relevant Lease Novation and (ii) any costs incurred in connection with ferrying the relevant Aircraft to an appropriate Delivery Location subject to the relevant Purchaser reimbursing the relevant Seller for [*]% of such costs referred to in subparagraphs (i) and (ii) of this Clause 12.8.

12.9		Further Assurances

		Each party agrees from time to time to do and perform such other and further acts and execute and deliver any and all such other instruments as may be required by law or reasonably requested by the other party to establish, maintain and protect the rights and remedies of the parties and to carry out and effect the intent and purpose of this Agreement (including such further acts as may be required to register the interests, to the extent permitted by law, of the Purchaser of any Aircraft (or any Purchaser Nominee who is the owner or lessor of such Aircraft) in the applicable aircraft register or if applicable, any other register, maintained by the applicable Air Authority).

12.10		Cape Town Convention

		Each Purchaser agrees that it will not, and it will procure that no financier of any Purchaser will, file an interest at the International Registry in relation to any Aircraft until the actual Delivery Date for such Aircraft; provided that the parties will cooperate in good faith regarding the filing of prospective interest if and to the extent that same are required by any Purchaser’s potential financiers.

12.11		Rights Cumulative, Waivers; Third Party Financiers

		The rights of each of the parties under this Agreement are cumulative, may be exercised as often as each party considers appropriate and are in addition to its rights under general law. The rights of each of the parties (whether arising under this Agreement or the general law) shall not be capable of being waived or varied otherwise than by an express waiver or variation in writing; and in particular any failure to exercise or any delay in exercising any of such rights shall not operate as a waiver or variation of that or any other such right; any defective or partial exercise of any of such rights shall not preclude any other or further exercise of that or any other such right; and no act or course of conduct or negotiation on the part of any party or on its behalf shall in any way preclude it from exercising any such right


*		Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

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		or constitute a suspension or any variation of any such right. If a Purchaser elects to finance its acquisition of an Aircraft, the relevant Seller and the Purchaser shall mutually cooperate and make good faith reasonable efforts (including requesting the assistance of the relevant Lessee) to protect at the Purchaser’s cost the interest of Purchaser’s lenders in the Aircraft and the Leases, provided that such cooperation and good faith efforts shall not extend to changing any commercial terms of the Lease.

12.12		Survival

		All indemnities, representations and warranties of any Seller and any Purchaser shall survive, and remain in full force and effect, notwithstanding the expiration or other termination of this Agreement.

12.13		Confidentiality

		Each Purchaser and each Seller shall, and shall procure that their respective officers, employees and agents shall, keep confidential and shall not for a period of [*] years from the date of this Agreement, without the prior written consent of the other parties, disclose to any third party, the economic terms of this Agreement or any documents or materials supplied by or on behalf of another party in connection with this Agreement containing such economic terms, save that any such party shall be entitled to make such disclosure:

	12.13.1		if required to do so by an order of a court of competent jurisdiction whether in pursuance of any procedure for discovering documents or otherwise or pursuant to any law;

	12.13.2		if required so to do, to any fiscal, monetary, tax, regulatory, governmental or other competent authority or in connection with any filings that may be required in any relevant jurisdiction; or

	12.13.3		to its auditors or tax or legal advisors or other professional advisers;

	12.13.4		in the case of the Seller, to the Lessee (other than in relation to the Base Purchase Price, Net Purchase Amount and any provision of the Sale Documents relating to the price paid by the Purchaser to purchase the Aircraft) and to any of the Seller’s affiliates;

	12.13.5		in the case of the Purchaser, to its directors and investors and to its financiers to the extent necessary in connection with any financing of the Aircraft provided that in each case on the condition that such third parties treat the information on a confidential basis.

13.		LAW AND JURISDICTION

13.1		Governing Law

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


*		Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

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13.2		Dispute Resolution

		The courts of England are to have jurisdiction to settle any disputes arising out of or relating to this Agreement (including in relation to non-contractual obligations arising in connection with this Agreement or regarding the existence, validity or termination of this Agreement or the consequences of its nullity) and the parties submit themselves and their assets to the non-exclusive jurisdiction of those courts in relation to such disputes. A judgment or order of those courts in connection with this Agreement is conclusive and binding and may be enforced in the courts of any other jurisdiction. No party will seek or be entitled to contest and/or delay and/or obstruct registration or enforcement of such judgment and/or order.

13.3		Process

		Without prejudice to any other mode of service, each party consents to the service of process relating to any proceedings under Clause 13.2 (Dispute Resolution) at its address as applicable under Clause 12.5 (Notices) provided a copy of the process is also sent by fax to the fax number there specified. Further if a dispute arises, each of the relevant Seller and the relevant Purchaser undertakes to appoint an agent at an address in England to accept service of proceedings issued by any party under this Clause 13.3 (Process) within five (5) Business Days of being requested in writing by such party to make such appointment.

13.4		Waivers

		Each Purchaser and each Seller:

	13.4.1		waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to in Clause 13.2 (Dispute Resolution) on grounds of inconvenient forum or otherwise as regards proceedings in connection with this Agreement; and

	13.4.2		agrees that a judgment or order of any court referred to in Clause 13.2 (Dispute Resolution) in connection with this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction.

13.5		No Immunity

		Each Seller and each Purchaser irrevocably and unconditionally:

	13.5.1		agrees that if any other party brings legal proceeding against it or its assets in relation to this Agreement, no immunity from such legal proceedings (which will be deemed to include without limitation, suit, attachment prior to judgment, other attachment, the obtaining of judgment, execution or other enforcement) will be claimed by or on behalf of itself or with respect to its assets;

	13.5.2		waives any such right of immunity which it or its assets now has or may in the future acquire; and

	13.5.3		consents generally in respect of any such proceedings to the giving of any relief or the issue of any process in connection with such proceedings including, without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order of judgment which may be made or given in such proceedings.

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14.		BROKERS AND OTHER THIRD PARTIES

14.1		No Brokers

		Each party represents and warrants to the other parties 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, tax advisers or other professional consultants).

14.2		Indemnity

		Each party agrees to indemnify and hold the other parties 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 any Transaction Documents or any Aircraft, if such claim, suit, damage, cost or expense arises out of any breach by the indemnifying party, its employees or agents of Clause 14.1 (No Brokers).

IN WITNESS whereof this Agreement has been signed on the day and year first above written.

The Sellers

CELESTIAL AVIATION TRADING 62 LIMITED


By:		/s/ Declan Hartnett

Title:		Director

Signed at:		Shannon Ireland

CELESTIAL AVIATION TRADING 63 LIMITED


By:		/s/ Declan Hartnett

Title:		Director

Signed at:		Shannon Ireland

CELESTIAL AVIATION TRADING 7 LIMITED


By:		/s/ Declan Hartnett

Title:		Director

Signed at:		Shannon Ireland

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CELESTIAL AVIATION TRADING 24 LIMITED


By:		/s/ Declan Hartnett

Title:		Director

Signed at:		Shannon Ireland

CELESTIAL AVIATION TRADING 27 LIMITED


By:		/s/ Declan Hartnett

Title:		Director

Signed at:		Shannon Ireland

The Purchasers

ALC B378 34253, LLC