Aircraft Sale Agreement dated August 3, 2018, by and between Contrail Aviation Support, LLC and Wilmington Trust SP Services (Dublin) Ltd

Exhibit 10.10

Aircraft Sale Agreement

Two used A319-100 MSN 1758 and MSN 1790

Execution Version

AIRCRAFT SALE AGREEMENT

Dated as of August 3, 2018

BETWEEN

CONTRAIL AVIATION SUPPORT, LLC

as Buyer

and

Wilmington Trust SP Services (Dublin) Ltd. (not in its individual capacity but solely) AS TRUSTEE FOR AIRCRAFT 32A-1758

and

Wilmington Trust SP Services (Dublin) Ltd. (not in its individual capacity but solely) AS TRUSTEE FOR AIRCRAFT 32A-1790

as Sellers

Aircraft Sale Agreement

Two used A319-100 MSN 1758 and MSN 1790

Execution Version

TABLE OF CONTENTS

AIRCRAFT SALE AGREEMENT

THIS AIRCRAFT SALE AGREEMENT is made and entered into as of August 3, 2018 between:

The subject matter of this Agreement are two used aircraft and the engines attached thereto, as further described herein, which Sellers desire to sell to Buyer or the relevant Buyer’s Nominee and Buyer is willing to purchase or cause the relevant Buyer’s Nominee to purchase each of the aircraft (as defined herein) from Sellers.

In consideration of and subject to the mutual covenants, terms and conditions contained in this Agreement, Sellers hereby agrees to sell to Buyer or Buyer’s Nominee and Buyer hereby agrees to purchase or cause the relevant Buyer’s Nominee to purchase each of the aircraft from Sellers the above-mentioned aircraft and Sellers and Buyer further agree as follows:

ARTICLE 1: DEFINITIONS

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

“Acceptance Certificate” means the acceptance certificate in the form set forth in Exhibit E.

“Aircraft” means each of, or as the context may require, any of Aircraft 1 or Aircraft 2.

“Aircraft 1” means the Airframe and the Engines described in row number 1 in the table set forth in Exhibit A and the Parts and the Aircraft Documentation relating thereto.

“Aircraft 2” means the Airframe and the Engines described in row number 2 in the table set forth in Exhibit A and the Parts and the Aircraft Documentation relating thereto.

“Aircraft Activity” means the ownership, possession, use, import, export, registration, re-registration, deregistration, non-registration, manufacture, performance, transportation, management, location, movement, acquisition, disposal, transfer, exchange, control, design, condition, defect, testing, inspection, acceptance, delivery, redelivery, leasing, subleasing, wetleasing, pooling, interchange, maintenance, repair, loss, damage, emissions, refurbishment, insurance, reinsurance, service,

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modification, overhaul, replacement, alteration, storage, removal or operation of the Aircraft, the Airframe, any Engine or any Part (whether in the air or on the ground or otherwise).

“Aircraft Documentation” means all log books, Aircraft records, manuals and other documents provided by Seller at Sale, including but not limited to historic bills of sale.

“Airframe” means each of the airframes described in Exhibit A together with all Parts relating thereto (except Engines or engines).

“Aviation Authority” means in relation to an Aircraft, each aviation authority or applicable Government Entity which under the Laws of the State of Registration from time to time has control over civil aviation and/or the registration, airworthiness or operation of aircraft.

“Base Purchase Price” means:

“Bill of Sale” means a bill of sale in form and substance as provided in Exhibit F.

“Business Day” means a day, other than a Saturday or Sunday, on which the banks in New York, New York and Dublin, Ireland are open for the transaction of business.

“Buyer Indemnitee” means Buyer and each Buyer Related Person and each of their respective officers, directors, employees, agents, shareholders and members.

“Buyer’s Nominee” means in relation to an Aircraft, the Person, which shall be a fully owned subsidiary of Buyer, identified as such for that Aircraft in the table set out in Exhibit C.

“Buyer Related Person” means in relation to an Aircraft, each of, or as the context may require, any of Buyer, the relevant Buyer’s Nominee, the relevant New Lessor and each other Person (if any) listed as such for that Aircraft in the table set forth in Exhibit C.

“Cape Town Convention” means the Cape Town Convention on International Interest in Mobile Equipment adopted in Cape Town, South Africa on November 16, 2001 and the Protocol thereto on Matters Specific to Aircraft Equipment.

“Contractual Interest Rate” means a fixed rate of *     % per annum, calculated based upon a 365 day year.

“Default Interest Rate” means *              *    *                      *          *          *              *                  *    *      *              *         

“Deposit” means:

“Deposit Return Event” means, in relation to an Aircraft, a termination of this Agreement in as far as it relates to that Aircraft pursuant to Article 2.5, Article 2.6 or Article 2.7 (other than paragraphs (a) and (b) of Article 2.7.1) and any other circumstances in which sale and associated lease transfer does not complete for reasons not attributable to the Buyer’s default under this Aircraft Sale Agreement or the relevant Lease Transfer Agreement on or before the Final Sale Date, provided, however, that the

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parties agree to discuss a good faith extension to the Final Sale Date as provided in Article 2.7.3 should the circumstances therein arise.

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

“Engine” means in relation to an Aircraft, each of the engines identified for that Aircraft in the table set forth in Exhibit A or any other engines which are substituted therefor in accordance with the terms of the Lease related to that Aircraft and title to which will, immediately prior to the Sale, be vested in the Seller, as shall be identified in the relevant Acceptance Certificate and Bill of Sale together with Parts relating thereto.

“Economic Closing Date” means 15 July, 2018.

“Existing Lessor” means, as provided in the table set forth in Exhibit B, in relation to Aircraft 1 and related Lease, Seller 1 and in relation to Aircraft 2 and related Lease, Seller 2.

“Final Sale Date” means October 17, 2018 or such other date as the parties may agree in writing.

“Force Majeure Event” means any (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) action, inaction or purported action of any Government Entity; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strike, boycott, labour stoppage, slowdown, blockade or other industrial disturbance; or (h) other cause outside the reasonable control of the parties to this Agreement.

“Government Entity” means any (a) national, state, provincial, municipal or local government, (b) board, commission, authority, department, division, instrumentality, court, agency or political subdivision or official thereof or (c) association, organization or institution of which any of the entities listed in (a) or (b) is a member or to whose jurisdiction any such entity is subject.

“Governing Jurisdiction” means the courts of the State of New York in the County of New York or any Federal court of the United States of America sitting in such County.

“Governing Law” means the laws of the State of New York, United States of America without regard conflict of law principles other than Section 5-1401 of the New York General Obligations Law.

“International Registry” and “international interest” have meanings given to such expressions in The Cape Town Convention.

“Law” means any (a) law, statute, decree, constitution, regulation, judgment, injunction, order or directive of any Government Entity, (b) treaty, pact, compact or other agreement to which any Government Entity is a signatory or party, (c) judicial or administrative interpretation or application of any of the foregoing or (d) any binding judicial precedent having the force of law.

“Lease” means, in relation to an Aircraft, the Lease for that Aircraft listed in the table set forth in Exhibit D, together with the related Lease Documents.

“Lease Documents” means, in relation to an Aircraft, the documents listed as such for that Aircraft in the table set out in Exhibit D.

“Lease Transfer Agreement” means a novation and amendment or an assignment, assumption and amendment agreement between Buyer, the relevant Existing Lessor the relevant New Lessor and the Lessee party to such Lease which transfers to the relevant New Lessor that Existing Lessor’s rights, title, interests and obligations under such Lease, in the form agreed by Seller and Buyer and the Lessee.

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“Lessee” means Air Macau Company Limited.

“Loss” means any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, disbursements and expenses (including legal fees, costs and related expenses) of every kind and nature.

“Manufacturer” means Airbus.

“Material Damage” means, in relation to an Aircraft, damage to an Aircraft or the Engines costing more than US$1,000,000 to repair or replace.

“Net Sale Price” means the Sale Price:

in the case of (ii) and (iii) and (iv) above as of the Sale Date of such Aircraft; and

“New Lessor” means, in relation to an Aircraft and a Lease, the Person identified as such for that Aircraft and the Lease related to that Aircraft in the table set forth in Exhibit C.

“Owner Participant” means Artemis (Delos) Limited, an AerCap Group Company as the exclusive holder of 100% of the beneficial interest in the trust estates of Seller 1 and Seller 2.

“Part” means any part, component, appliance, system, accessory, instrument, communications equipment, furnishing, module, Seller furnished equipment or other item of equipment (other than complete Engines or engines) installed in or attached to the Airframe or any Engine.

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

“Sale” means, in relation to an Aircraft, the sale of that Aircraft by the Seller to Buyer or the relevant Buyer’s Nominee and the purchase of that Aircraft by Buyer or the relevant Buyer’s Nominee’s from the Seller in accordance with Article 3.1 and the novation of the Lease, pursuant to the Lease Transfer Agreement.

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“Sale Date” means, in relation to an Aircraft, the date on which the Sale takes place.

“Sale Documents” means this Aircraft Sale Agreement, together with all Exhibits hereto, each Acceptance Certificate, each Bill of Sale, the Seller Guarantee, each Lease Transfer Agreement and each effective time notice thereunder (howsoever described pursuant thereto), together with any other document agreed in writing by Seller and Buyer to constitute a Sale Document for the purposes of this Agreement.

“Sale Location” means in relation to an Aircraft, international airspace, the Macau International Airport: in the Macau Special Administration Region of the People’s Republic of China; or such other location as Sellers and Buyer may mutually agree in writing.

“Scheduled Sale Date” means, in relation to an Aircraft, such date as Seller shall notify Buyer in writing reasonably in advance, provided that the Sale Date for the Aircraft shall not take place prior to 20 August, 2018 (or earlier to the extent mutually agreed in writing by the parties hereto).

“Seller Guarantee” means the guarantee in the form set out in Exhibit G between Seller Guarantor as guarantor and Buyer as beneficiary, in relation to the obligations of Seller under the Sale Documents.

“Seller Guarantor” means AerCap Ireland Limited.

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

“Seller’s Bank” means Seller’s bank account specified in Article 3.3 or such other bank account as Seller may from time to time designate by written notice to Buyer.

“Seller Indemnitee” means Seller and each Seller Related Person and each of their respective officers, directors, employees, agents, shareholders and members.

“Seller Related Persons” means, in relation to an Aircraft, each of, or as the context may require, any of Seller, the relevant Existing Lessor, and each other Person (if any) listed as such for that Aircraft in the table set forth in Exhibit B.

“State of Registration” means Macau Special Administration Region.

“Taxes” has the meaning given to such expression in Article 7.2.

“Tax Indemnitee” means each Seller Related Person and each of their respective officers, directors, employees, agents and shareholders.

“Total Deposit” means the aggregate of the Deposits for each Aircraft.

“Total Loss” means the destruction, damage beyond repair, or permanent rendering unfit for normal use for any reason whatsoever of the Aircraft, or the constructive total loss of the Aircraft.

“Warranted Security Interests” means, in relation to an Aircraft, at the time of Sale of that Aircraft, any Security Interests in respect of that Aircraft (other than the related Lease, the related Lease Transfer Agreement, any Permitted Lien other than Lessor’s Liens as such terms are defined in the related Lease and any international interest registered (i) in connection with the related sale

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transaction contemplated by this Agreement or (ii) on or prior to the time of Sale which are to be removed pursuant to Article 5.3.3).

ARTICLE 2: AGREEMENT TO SELL AND TO PURCHASE

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except in respect of any breach of its obligations under any Sale Document prior to such termination, any obligations expressed to survive such termination and the obligation of Seller to make any payment to the Buyer in accordance with Article 3.2 but this Agreement shall continue in full force and effect for the remaining Aircraft.

If, after the date of this Agreement but prior to the Sale Date, an Aircraft suffers Material Damage that has not been repaired or otherwise remedied to Buyer’s satisfaction (in its sole discretion), Seller and Buyer will discuss in good faith a revised Sale Price. If Seller and Buyer are unable to agree on a revised Sale Price in the course of such discussions, either Seller or Buyer may elect by written notice to terminate this Agreement, in which case neither party will have any further liability to the other except that Seller will return to Buyer the Deposit for that Aircraft in accordance with Article 3.2.

or for any reason whatsoever other than the circumstances described in Article 2.7.2 and Article 2.7.3 below, then relevant Seller may at any time following such time, by service of written notice on Buyer, terminate this Agreement in as far as it relates to that Aircraft and any other Aircraft in respect of which the Sale has not already occurred.

or for any other reason whatsoever other than the circumstances described in Article 2.7.1 above and Article 2.7.3 below, then Buyer may at any time following such time, by service of written notice on relevant Seller, terminate this Agreement in as far as it relates to that Aircraft and any other Aircraft in respect of which the Sale has not already occurred.

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2.7.3 If the Sale of an Aircraft has not occurred by 5:00 p.m. New York time on the Final Sale Date due to:

Relevant Seller and Buyer shall discuss in good faith an extension to the Final Sale Date for that Aircraft. If Seller and Buyer cannot agree on an extension to the Final Sale Date for that Aircraft or the Sale of that Aircraft has not occurred by 5:00 p.m. New York time on such extended Final Sale Date then this Agreement shall terminate in as far as it relates to that Aircraft, but this Agreement shall continue in full force and effect for the remaining Aircraft.

2.7.4 In the case of a termination under this Article 2.7, none of the parties will have any further obligation or liability to the others in respect of the relevant Aircraft except in respect of any breach of its obligations under any Sale Document prior to such termination, any obligations expressed to survive such termination, and the obligation of Seller to make any payment to the Buyer in accordance with Article 3.2., but this Agreement shall continue in full force and effect for the remaining Aircraft (if any).

ARTICLE 3: SALE PRICE, DEPOSIT AND OTHER PAYMENTS

On the Scheduled Sale Date for an Aircraft, provided that Buyer’s conditions precedent in Article 5.1 relating to that Aircraft have been satisfied (or waived by Buyer), Buyer will pay to relevant Seller the Net Sale Price for that Aircraft and, upon receipt thereof, provided that relevant Seller’s conditions precedent relating to that Aircraft have been satisfied (or waived by Seller) that Seller will immediately execute and deliver an electronic copy of the Bill of Sale in respect of that Aircraft to Buyer or the relevant Buyer’s Nominee.

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All payments to be made under this Agreement will be paid by wire transfer of immediately available Dollar funds to each Seller’s bank account at:

or such other bank account as a Seller may from time to time designate by written notice to Buyer.

When it is stated in this Agreement that an instalment of the Total Deposit or any other payment is due or must be paid or made by Buyer by a specific date, then such payment actually must be received by relevant Seller’s Bank on or before such specific date, even if, in order for such payment to be received by Seller’s Bank by such specific date, Buyer must initiate the wire transfer prior to such specific date.

All payments to be made by Buyer under this Agreement (1) will be made without set off or counterclaim whatsoever and (2) will be made in full without any deduction or withholding in respect of Taxes, duties, withholdings, deductions or fees or otherwise unless the deduction is required by Law, in which event Buyer will:

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Any amount due or payable by Buyer under this Agreement will, if not paid when due, bear interest at the Default Interest Rate from the date such amount is due until the date of actual payment. Such interest will accrue on a day-to-day basis. All amounts of interest payable under this Article 3.6 will be calculated on the basis of the actual number of days elapsed (from the applicable due date until and including the date of payment in full by Buyer) and a 365 day year.

ARTICLE 4: DISCLAIMER

WITHOUT LIMITING SELLER’S WARRANTY SET FORTH IN ARTICLE 11.1.9, EACH AIRCRAFT AND EACH PART THEREOF IS SOLD IN “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WITHOUT ANY REPRESENTATION, WARRANTY OR GUARANTEE OF ANY KIND BEING MADE OR GIVEN BY SELLER, ITS SERVANTS OR AGENTS, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE.

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Buyer agrees that from and after the time of Sale of an Aircraft no Seller Related Person will be liable for any Loss caused directly or indirectly by that Aircraft, by any inadequacy of that Aircraft for any purpose or any deficiency or defect therein, by the use or performance of that Aircraft, by any maintenance or repairs to that Aircraft (except as to a Seller Related Person’s acts or omissions as a manufacturer or repairer of the Aircraft or Aircraft components, which acts or omissions occur following the Sale Date for such Aircraft, to the extent that such acts or omissions cause such Loss), by any interruption or loss of service or use of that Aircraft or by any loss of business or other consequential damage or any other damage whatsoever caused directly or indirectly by that Aircraft.

ARTICLE 5: BILL OF SALE AND OTHER DOCUMENTARY REQUIREMENTS

The following are conditions precedent to Buyer’s obligation to purchase or cause the relevant Buyer’s Nominee to purchase the Aircraft from Seller (which may be waived in writing in full or in part by Buyer at its sole discretion):

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Relevant Seller shall use reasonable efforts to provide all conditions precedent under the Sale Documents which are within its or any Seller Related Persons’ control as soon as practicable after the date hereof.

The following are conditions precedent to Seller’s obligation to sell the Aircraft to Buyer (which may be waived in writing in full or in part by Seller at its sole discretion):

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ARTICLE 6: SELLER ASSIGNMENT OF RIGHTS AND WARRANTIES

Effective on the Sale Date, any assignable warranties and indemnities given to relevant Seller by Manufacturer and the Engine manufacturer are hereby assigned to Buyer. Effective on the Sale Date, all other assignable vendor warranties with respect to the Aircraft are hereby assigned by relevant Seller to Buyer.

To the extent that any warranty or indemnity given to Seller by Manufacturer or any other Person with respect to the Aircraft cannot be assigned, Buyer will be entitled to take such action to enforce such warranty or indemnity in the name of Seller against Manufacturer or such other Person as Buyer reasonably sees fit, but subject to Buyer’s first ensuring that Seller is indemnified and secured to Seller’s satisfaction against all losses, damages, costs, expenses and liabilities thereby incurred or reasonably expected to be incurred.

ARTICLE 7: EXPENSES AND TAXES

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The Deposits, Base Purchase Price and Net Purchase Price are in each case stated exclusive of all Taxes. Except as set forth in Article 7.3, Buyer agrees to pay promptly when due, and to indemnify and hold harmless each Tax Indemnitee on a full indemnity basis, on demand, from all license and registration fees and all taxes, fees, levies, imposts, duties, charges, deductions or withholdings of any nature (including any value added, franchise, transfer, sales, gross receipts, income, use, business, excise, customs, turnover, personal property, stamp or other tax) together with any assessments, penalties, fines, additions to tax or interest thereon, however or wherever imposed (and whether imposed upon Buyer, Buyer’s Nominee, any other Buyer Related Person or any Tax Indemnitee or in respect of all or part of an Aircraft, the related Airframe, its Engines, any Part thereof or otherwise), by any Government Entity or taxing authority in connection with this Agreement, the other Sale Documents, the sale, purchase, export, import, disposition, delivery, transfer of title and/or deregistration of the Aircraft in connection with or following its Sale or any of the other transactions contemplated by the Sale Documents (collectively, “Taxes”).

The indemnity in Article 7.3 will not extend to Taxes to the extent such Taxes:

The amount which Buyer is required to pay with respect to any Taxes indemnified against under Article 7.2 is an amount sufficient to restore the applicable Tax Indemnitee on an after tax basis to the same position such Tax Indemnitee would have been in had such Taxes not been incurred.

Any amount payable to a Tax Indemnitee pursuant to this Article 7 will be paid within 10 days after receipt of a written demand therefor from such Tax Indemnitee accompanied by a written statement describing in reasonable detail the basis for such indemnity and the computation of the amount so payable provided, however, that such amount need not be paid by Buyer prior to the earlier of (a) the date any Tax is payable to the appropriate Government Entity or taxing authority or (b) in the case of amounts which are being contested by Buyer in good faith or by such Tax Indemnitee pursuant to Article 7.7, the date such contest is finally resolved.

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If a claim is made against a Tax Indemnitee for Taxes with respect to which Buyer is liable for a payment or indemnity under this Agreement, such Tax Indemnitee will give Buyer notice in writing of such claim within 60 days; provided, however, that such Tax Indemnitee’s failure to give notice will not relieve Buyer of its obligations hereunder unless such failure materially impairs or precludes Buyer’s ability to contest the claim. So long as (a) a contest of such Taxes does not involve any material risk of the sale, forfeiture or loss of the Aircraft or any interest therein, (b) if such Tax Indemnitee so requests, Buyer has provided such Tax Indemnitee with an opinion of independent and reputable tax counsel that a reasonable basis exists for contesting such claim and (c) adequate reserves have been made for such Taxes or, if required, an adequate bond has been posted, then such Tax Indemnitee at Buyer’s written request will in good faith, with due diligence and at Buyer’s expense, contest (or permit Buyer to contest in the name of Buyer or such Tax Indemnitee) the validity, applicability or amount of such Taxes.

Upon receipt by a Tax Indemnitee of a refund of all or any part of any Taxes which Buyer has paid, such Tax Indemnitee will pay to Buyer the net amount of such Taxes refunded.

Buyer and each Tax Indemnitee will cooperate with one another in providing information which may be reasonably required to fulfil each party’s tax filing requirements and any audit information request arising from such filing.

If requested by a Tax Indemnitee, Buyer will provide to such Tax Indemnitee any documents that such Tax Indemnitee reasonably deems necessary or desirable in connection with the tax treatment of this Agreement or the transaction contemplated herein (including any exemption or reduction of any Taxes arising a result of this Agreement or the transactions contemplated by this Agreement); provided however, that Buyer will not be required to provide such Tax Indemnitee with a copy of Buyer’s income tax returns.

ARTICLE 8: INDEMNITIES

Except as set forth in Article 8.3, relevant Seller agrees to indemnify and hold harmless each Buyer Indemnitee from any Loss imposed on, incurred by or asserted against any Buyer Indemnitee with respect to:

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The foregoing indemnity by Seller is intended to include and cover any Loss to which a Buyer Indemnitee may be subject (in contract, tort, strict liability or under any other theory) regardless of the negligence, whether active or passive or of any other type, of such Buyer Indemnitee, so long as such Loss does not fall within any of the exceptions listed in Article 8.3.

Except as set forth in Article 8.3, Buyer agrees to indemnify and hold harmless each Seller Indemnitee from any Loss imposed on, incurred by or asserted against any Seller Indemnitee with respect to:

The foregoing indemnity by Buyer is intended to include and cover any Loss to which a Seller Indemnitee may be subject (in contract, tort, strict liability or under any other theory) regardless of the negligence, whether active or passive or of any other type, of such Seller Indemnitee, so long as such Loss does not fall within any of the exceptions listed in Article 8.3.

The indemnities in Articles 8.1 and 8.2:

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The amount which Buyer or relevant Seller, as applicable, in its capacity as an indemnitor under this Article 8 (in such capacity, each an “Indemnitor”) will be required to pay with respect to any Loss indemnified against under Articles 8.1 or 8.2 will be an amount sufficient to restore the Seller Indemnitee or the Buyer Indemnitee, as the case may be, on an after tax basis to the same position it would have been in had such Loss not been incurred.

It is the intent of the parties that each Seller Indemnitee and Buyer Indemnitee will have the right to indemnification for Loss hereunder as soon as a claim is made and as soon as any Loss is incurred, whether or not such claim is meritorious and whether or not liability is established (but subject to Article 8.9). Buyer or Seller, as the case may be, will pay the relevant Seller Indemnitee or Buyer Indemnitee for Loss pursuant to this Article 8 within 30 days after receipt of a written demand therefor from such Seller Indemnitee or Buyer Indemnitee, as the case may be, accompanied by a written statement describing in reasonable detail the basis for such indemnity.

Upon the payment in full of any indemnity pursuant to this Article 8 by an Indemnitor, such Indemnitor will be subrogated to any right of the relevant Seller Indemnitee or Buyer Indemnitee (as the case may be) in respect of the matter against which such indemnity has been made.

Each Seller Indemnitee and each Buyer Indemnitee will give prompt written notice to the relevant Indemnitor of any liability of which such party has knowledge for which an Indemnitor is, or may be, liable under this Article 8 provided, however, that failure to give such notice will not terminate or affect any of the rights of the Seller Indemnitee or the Buyer Indemnitee under this Article 8 except to the extent the Indemnitor is materially prejudiced by the failure to provide such notice.

If any Seller Indemnitee or any Buyer Indemnitee obtains a recovery of all or any part of any amount which an Indemnitor has paid to it, the relevant Seller Indemnitee or Buyer Indemnitee, as the case may be, will pay to such Indemnitor the net amount recovered by it.

An Indemnitor and its insurers will have the right (in each such case at such Indemnitor’s sole expense) to investigate or, provided that such Indemnitor or its insurers have not reserved the right to dispute liability with respect to any insurance policies pursuant to which coverage is sought, defend or compromise any claim covered by insurance for which indemnification is sought pursuant to this Article 8 and each Seller Indemnitee and Buyer Indemnitee will reasonably cooperate with such Indemnitor or its insurers with respect thereto. If the Indemnitor or its insurers are retaining attorneys to handle such claim, such counsel must be reasonably satisfactory to the applicable Seller Indemnitees or, as the case may be, the Buyer Indemnitees. If not, the Seller Indemnitees or the Buyer Indemnitees as the case may be will have the right to retain counsel of their choice at the relevant Indemnitor’s expense.

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Each Indemnitor will be obligated to indemnify and hold harmless the relevant Seller Indemnitee or Buyer Indemnitee, as applicable, in accordance with the terms of this Article 8 and any Seller Indemnitee or Buyer Indemnitee may invoke an Indemnitor’s obligations hereunder even if such Seller Indemnitee or Buyer Indemnitee, as the case may be, also has received an agreement to indemnify and hold harmless with respect to the same matters by another Person.

ARTICLE 9: INSURANCE

Buyer shall, or shall cause the Lessee or any subsequent owner, lessee or other operator of an Aircraft, to include each of the Seller Indemnitees for that Aircraft (for their respective rights and interests) as additional insureds on all aviation and airline legal liability insurances (including products liability) in respect of that Aircraft for a period of two (2) years from the Sale Date of that Aircraft or, if earlier, until the next major overhaul of that Aircraft.

ARTICLE 10: REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants the following to Seller as of the date hereof and as of the Sale Date:

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ARTICLE 11: REPRESENTATIONS AND WARRANTIES OF SELLER

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ARTICLE 12: NOTICES

Wilmington Trust SP Services (Dublin) Limited

Fourth Floor, 3 George’s Dock, IFSC, Dublin 1, Ireland

Attention: The Directors

Facsimile: +353 1 ###-###-####

E-mail: ***@***

Wilmington Trust SP Services (Dublin) Limited

Fourth Floor, 3 George’s Dock, IFSC, Dublin 1, Ireland

Attention: The Directors

Facsimile: +353 1 ###-###-####

E-mail: ***@***

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ARTICLE 13: GOVERNING LAW AND JURISDICTION

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Any warranty, representation or other provision herein made by either party with respect to the Aircraft or title therein or Security Interests with respect thereto is made pursuant to the Governing Law and is subject to any Law in or of the Sale Location.

Each party irrevocably and unconditionally waives any right it may have, in any forum, to jury trial in respect of any dispute or proceedings in connection with this Agreement. The aforesaid may be filed as a written consent to trial by the court.

ARTICLE 14: MISCELLANEOUS

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

This Agreement and all non-public information obtained by either party about the other are confidential and are between Sellers and Buyer only and will not be disclosed by a party to third parties (other than to such party’s owners, lenders, auditors, legal or technical advisors (provided that such third parties are bound to the disclosing party by either a duty of confidentiality or written confidentiality agreement) or as required by applicable Law) without the prior written consent of the other party. If disclosure is required as a result of applicable Law, Buyer and Sellers will cooperate with one another to obtain confidential treatment as to the commercial terms and other material provisions of this Agreement.

Subject and without prejudice to Article 4.3, (a) the rights of the parties hereunder are cumulative, not exclusive, may be exercised as often as each party considers appropriate and are in addition to its rights under general Law, (b) the rights of one party against the other party are not capable of being waived or amended except by an express waiver or amendment in writing and (c) any failure to exercise or any delay in exercising any of such rights will not operate as a waiver or amendment of that or any other such right, any defective or partial exercise of any such rights will not preclude any other or further exercise of that or any other such right and no act or course of conduct or negotiation on a party’s part or on its behalf will in any way preclude such party from exercising any such right or constitute a suspension or any amendment of any such right.

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, reasonably requested by the auditors of the other party or requested by the other party to establish,

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maintain or protect the rights and remedies of the requesting party or to carry out and effect the intent and purpose of this Agreement.

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

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

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

Time is of the essence in the performance of all obligations of the parties under this Agreement and, consequently, all time limitations set forth in the provisions of this Agreement will be strictly observed.

Prior to Sale, Buyer will not create any Security Interest (including any international interest or any prospective international interest) in or over any of the Aircraft.

The provisions of this Agreement may only be amended or modified by a writing executed by Sellers and Buyer.

This Agreement may be executed in any number of identical counterparts, each of which will be deemed to be an original, and all of which together will be deemed to be one and the same instrument when each party has signed and delivered one such counterpart to the other party. PDF copy signatures shall be treated as original signatures for all purposes.

Buyer and Sellers may not assign or transfer any of its/their rights, title, interests, obligations or duties pursuant to this Agreement except with the prior written consent of the other party.

Delivery of an executed counterpart of this Agreement or any related documents by email attachment (PDF) or by fax will be deemed as effective as delivery of an originally executed counterpart. Any party delivering an executed counterpart of this Agreement or any related documents by email attachment (PDF) or by fax will also deliver an originally executed counterpart, but the failure of any party to deliver an originally executed counterpart of this

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Agreement or any related documents will not affect the validity or effectiveness of this Agreement or the related document(s).

Any Buyer Indemnitee and/or any Seller Indemnitee may enforce the provisions of Article 8. Except as set forth in the foregoing sentence, no term of this Agreement will be enforceable by any Person who is not a party to this Agreement. Notwithstanding any term of this Agreement, the consent of any Person who is not a party to this Agreement is not required in order to rescind or vary this Agreement at any time.

This Agreement constitutes the entire agreement between the parties in relation to the sale of the Aircraft by Sellers to Buyer and relevant Buyer Nominee and the purchase of the Aircraft by Buyer and the relevant Buyer Nominee from Sellers and supersedes all previous proposals, agreements and other written and oral communications in relation hereto. The parties acknowledge that there have been no representations, warranties, promises, guarantees or agreements, express or implied, except as set forth herein.

IN WITNESS WHEREOF, Sellers and Buyer executed this Agreement as of the date shown at the beginning of this Agreement.

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SIGNATURES

Buyer:

CONTRAIL AVIATION SUPPORT, LLC

/s/ Joseph G. Kuhn

By: Joseph G. Kuhn

Its: CEO

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36

EXHIBIT A

AIRCRAFT DESCRIPTION

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EXHIBIT B

THE SELLERS, EXISTING LESSORS AND OTHER SELLER RELATED PERSONS

28

EXHIBIT C

THE BUYER’S NOMINEES, NEW LESSORS AND OTHER BUYER RELATED PERSONS

29

EXHIBIT D

LEASE DOCUMENTS

AIRCRAFT 1:

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AIRCRAFT 2:

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EXHIBIT G

FORM OF SELLER GUARANTEE

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Execution Version

GUARANTEE

GUARANTEE (this “Guarantee”), dated as of August 3 2018, of AERCAP IRELAND LIMITED, a private company limited by shares incorporated in Ireland under registered number 51950 (“Guarantor”) in favor of CONTRAIL AVIATION SUPPORT, LLC., a North Carolina limited liability company (“Buyer”).

WHEREAS, Buyer (as buyer), Wilmington Trust SP Services (Dublin Ltd), not in its individual capacity but solely as trustee for Aircraft 32A-1758 (Ireland) Trust (“Seller 1”) and Aircraft 32A-1790 (Ireland) Trust (“Seller 2”), as sellers (collectively the “Sellers”) have entered into an Aircraft Sale Agreement dated as of the date hereof (the “Sale Agreement”);

WHEREAS, as a condition precedent to the Buyer’s obligations under the Sale Agreement, Guarantor has agreed to provide this Guarantee.

NOW, THEREFORE, in consideration of the premises and other consideration, the receipt and sufficiency of which are hereby acknowledged by the Guarantor, the Guarantor hereby agrees as follows:

1. Definitions. For purposes of this Guarantee, unless otherwise defined herein or unless the context otherwise requires, all terms used herein which are defined in the Sale Agreement shall have the respective meanings given to them in the Sale Agreement.

2. Guarantee. Guarantor hereby absolutely and unconditionally guarantees to Buyer the due and punctual payment and performance by each Seller of all of such Seller’s obligations under the Sale Agreement (the “Guaranteed Obligations”); provided, however, that Guarantor shall not be liable to make any payment until three Business Days following receipt by Guarantor of written notice from the Buyer that a payment of an amount is due under the Sale Agreement. Guarantor agrees that its obligations hereunder shall not be limited, altered, modified or impaired in any way, irrespective of the validity, regularity or enforceability of the Sale Agreement, any change in or amendment thereto, the absence of any action to enforce the same, any waiver or consent by the Buyer with respect to any provision thereof, any other action, omission or occurrence or circumstance whatsoever which may in any manner or to any extent vary the risk or effect discharge of Guarantor hereunder as a matter of law or otherwise or any other occurrence or circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than the defense of payment or performance in full of such obligation or that such obligation is not due and owing in accordance with the express terms of the Sale Agreement) and this Guarantee shall in no way be conditioned or contingent upon any obligation of Buyer to collect from or seek performance by any Seller; provided that (i) the foregoing shall not constitute, or be interpreted as, a waiver by Guarantor of any defense with respect to the Guaranteed Obligations (other than a defense existing solely as a result of a Seller’s bankruptcy, insolvency or similar proceeding under applicable Law, an “Insolvency Event”) that a Seller may have in respect of the Guaranteed Obligations and shall be limited to, and only have effect as, a waiver of suretyship defenses that Guarantor may have in respect of the Guaranteed Obligations, (ii) except to the extent that a Guaranteed Obligation is stayed or reduced as a result of an Insolvency Event in respect of a Seller, Guarantor’s obligations in respect of and liability for the Guaranteed Obligations shall be no greater than the

obligations and liabilities of the relevant Seller in respect of such Guaranteed Obligations, (iii) nothing contained herein shall be deemed to constitute a waiver by Guarantor of presentment or demand of payment or notice to Guarantor with respect to the Sale Agreement and the obligations evidenced thereby or hereby. Guarantor covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the Sale Agreement, and in this Guarantee.

3. Guarantor shall be subrogated to all rights of the Buyer in respect of any amounts paid by Guarantor pursuant to the provisions of this Guarantee; provided, however, that Guarantor shall be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation only after the amounts owed to the Buyer under the Sale Agreement or under this Guarantee have been paid in full.

4. Termination. This Guarantee shall continue in full force and effect until, and shall terminate automatically, upon the date of irrevocable payment and performance in full of all the Guaranteed Obligations.

5. Notices. All notices and other communications under, or in connection with, this Guarantee will, unless otherwise stated, be given and will become effective in the same manner as provided in Article 12 of the Sale Agreement.

The notice details of Guarantor are as follows:

6. Governing Law. THIS GUARANTEE IS DELIVERED IN NEW YORK AND THIS GUARANTEE (AND ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS GUARANTEE OR THE RELATIONSHIP ESTABLISHED HEREUNDER) SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES (OTHER THAN THE PROVISIONS OF SECTION 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, WHICH THE PARTIES AGREE SHALL APPLY TO THIS AGREEMENT).

7. Consent to Jurisdiction. Each of Guarantor and Buyer hereby irrevocably consents that any legal action or proceeding against such party or any of its assets with respect to this Guarantee may be brought in any jurisdiction where such party or any of its assets may be found, or in any court of the State of New York or any Federal court of the United States of America located in the Borough of Manhattan, New York, New York, United States, as Buyer or Guarantor may elect, and by execution and delivery’ of this Agreement each of Buyer and

Guarantor hereby irrevocably submits to and accepts with regard to any such action or proceeding, for itself and in respect of its assets, generally and unconditionally, the jurisdiction of the aforesaid courts.

8. Jurisdiction and Forum. Each of Guarantor and Buyer agrees that final judgment against such party in any action or proceeding in connection with this Guarantee shall be conclusive and may be enforced in any other jurisdiction within or outside the U.S. by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and the amount of such party’s indebtedness. Each of Guarantor and Buyer hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guarantee brought in the courts in the State of New York described above, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in the courts in the State of New York described above has been brought in an inconvenient forum.

9. Waiver of Jury Trial. EACH OF GUARANTOR AND BUYER HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH IT IS A PARTY INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS GUARANTEE OR THE RELATIONSHIP ESTABLISHED HEREUNDER.

10. Waiver of Immunity. Each of Guarantor and Buyer agrees that in any legal action or proceedings against it or its assets in connection with this Guarantee no immunity from such legal action or proceedings (which shall include, without limitation, suit, attachment prior to judgment, other attachment, the obtaining of judgment, execution or other enforcement) shall be claimed by or on behalf of it or with respect to its assets, irrevocably waives any such right of immunity which it or its assets now have or may hereafter acquire or which may be attributed to it or its assets and consents generally in respect of any such legal action or proceedings to the giving of any relief or the issue of any process in connection with such action or proceedings including, without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in such action or proceedings.

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

12. No Set-off. By acceptance of this GuaranteeBuyer shall be deemed to have waived any right to set-off, combine, consolidate, or otherwise appropriate and apply, any indebtedness at any time held or owing by the Buyer against, or on account of, any obligations or liabilities of Guarantor under this Guarantee.

13. Invalidity of any Provision. If any of the provisions of this Guarantee become invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired.

14. Currency of Payment. Any payment to be made by Guarantor shall be made in the same currency as designated for payment in the Sale Agreement and such designation of the currency of payment is of the essence.

15. Assignment. This Agreement will be binding upon and inure to the benefit of each party hereto and its respective successors and assigns.

[Signature Page Follows]

EFFECTIVE TIME SUPPLEMENT

Existing Lessor, New Lessor and Lessee hereby agree as follows:

1

[Signature Page follows]

2

SIGNATURES

Existing Lessor

New Lessor

Contrail Aviation Leasing, LLC

3

SIGNATURES

Existing Lessor

3

EFFECTIVE TIME SUPPLEMENT

Existing Lessor, New Lessor and Lessee hereby agree as follows:

1

[Signature Page follows]

2

SIGNATURES

Existing Lessor

New Lessor

Contrail Aviation Leasing, LLC

Lessee

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SIGNATURES

Existing Lessor

By:                                                                          

Name:                                                                          

Title:                                                                        

New Lessor

Lessee

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REPLACEMENT POWER OF ATTORNEY

Air Macau Company Limited (“Air Macau”) hereby irrevocably appoints CONTRAIL AVIATION LEASING, LLC (“CONTRAIL AVIATION LEASING, LLC”), organized and existing under the laws of the State of North Carolina, United States of America whose principal place of business office is at 435 Investment Court, Verona, Wisconsin 53593, United States of America as Air Macau’s true and lawful attorney so that CONTRAIL AVIATION LEASING, LLC may take any of the following actions in the name of and for Air Macau’s with respect to the A319-100 aircraft bearing manufacturer’s serial number 1758 (the “Aircraft”) leased by CONTRAIL AVIATION LEASING, LLC to Air Macau pursuant to an Aircraft Lease Agreement dated as of October 26, 2001, as assigned and amended from time to time and as novated and amended pursuant to the Novation and Amendment Agreement dated as of     September 4, 2018             (the “Lease”):

1. Pursuant to the Lease, Air Macau has procured and is maintaining insurances for the Aircraft. CONTRAIL AVIATION LEASING, LLC has been named sole loss payee on the all risk hull and war risk insurances for the Aircraft. In the event of a total loss or constructive total loss of the Aircraft, CONTRAIL AVIATION LEASING, LLC is entitled to receive insurance proceeds in an amount equal to the Agreed Value (as defined in the Lease). CONTRAIL AVIATION LEASING, LLC may take all action and sign all documents otherwise required to be performed by Air Macau including execution on behalf of Air Macau of an appropriate form of discharge/release document, in order for CONTRAIL AVIATION LEASING, LLC to collect such insurance proceeds.

2. In the exercise of the rights of CONTRAIL AVIATION LEASING, LLC under the Lease to recover the Aircraft from Air Macau and Macau after termination of the Lease due to an Event of Default (as defined in the Lease) under the Lease or for termination of the Lease due to any other reason, CONTRAIL AVIATION LEASING, LLC may take all action otherwise required to be performed by Air Macau before the authorities and courts in Macau in order to cause the Aircraft to be repossessed by CONTRAIL AVIATION LEASING, LLC, deregistered from the Macau Civil Aviation Authority and/or the Macau Commercial and Moveable Assets Registry or any successor thereof, and any other person or Government Entity (as defined in the Lease) which from time to time has control over civil aviation or the registration, airworthiness or operation of aircraft in Macau (the “Aeronautics Authorities”), operated and exported from Macau.

3. In the exercise of the rights mentioned in paragraphs 1 to 2, CONTRAIL AVIATION LEASING, LLC may make any declarations or statements and sign any public or private documents which may be considered necessary or appropriate.

4. CONTRAIL AVIATION LEASING, LLC may delegate the powers conferred hereby, in whole or in part, to any individual(s), including but not limited to employees of CONTRAIL AVIATION LEASING, LLC or legal counsel in Macau.

CONTRAIL AVIATION LEASING, LLC is empowered to determine in its sole discretion when to exercise the powers conferred upon CONTRAIL AVIATION LEASING, LLC pursuant to this Power of Attorney. Any person, agency or company relying upon this Power of Attorney need not and will not make any determination or require any court judgment as to whether an Event of Default (as defined in the Lease) is outstanding under the Lease or whether the Lease has been terminated.

Air Macau hereby waives any claims against (a) any person acting on the instructions given by CONTRAIL AVIATION LEASING, LLC or its designee pursuant to this Power of Attorney and (b) any person designated by CONTRAIL AVIATION LEASING, LLC or an officer of CONTRAIL AVIATION LEASING, LLC to give instructions pursuant to this Power of Attorney. Air Macau also agrees to indemnify and hold harmless any person, agency or company which may act in reliance upon this Power of Attorney and pursuant to instructions given by CONTRAIL AVIATION LEASING, LLC or its designee.

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Air Macau expressly declares that CONTRAIL AVIATION LEASING, LLC may use this power of attorney to do business with “itself”.

This Power of Attorney is irrevocable as it is granted for the benefit of CONTRAIL AVIATION LEASING, LLC in accordance with Articles 258.3 and 1101 of the Macau Civil Code, and may only be revoked with the approval of CONTRAIL AVIATION LEASING, LLC or when the Aircraft has been returned to the possession of CONTRAIL AVIATION LEASING, LLC, deregistered and exported from Macau.

Air Macau Company Limited has made and delivered this Power of Attorney on 17 Sep 2018 in Macau.

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REPLACEMENT POWER OF ATTORNEY

Air Macau Company Limited (“Air Macau”) hereby irrevocably appoints CONTRAIL AVIATION LEASING, LLC (“CONTRAIL AVIATION LEASING, LLC”), organized and existing under the laws of the State of North Carolina, United States of America whose principal place of business office is at 435 Investment Court, Verona, Wisconsin 53593, United States of America as Air Macau’s true and lawful attorney so that CONTRAIL AVIATION LEASING, LLC may take any of the following actions in the name of and for Air Macau with respect to the A319-100 aircraft bearing manufacturer’s serial number 1790 (the “Aircraft”) leased by CONTRAIL AVIATION LEASING, LLC to Air Macau pursuant to an Aircraft Lease Agreement dated as of October 26, 2001, as assigned and amended from time to time and as novated and amended pursuant to the Novation and Amendment Agreement dated as of    September 4, 2018             (the “Lease”):

I. Pursuant to the Lease, Air Macau has procured and is maintaining insurances for the Aircraft. CONTRAIL AVIATION LEASING, LLC has been named sole loss payee on the all risk hull and war risk insurances for the Aircraft. In the event of a total loss or constructive total loss of the Aircraft, CONTRAIL AVIATION LEASING, LLC is entitled to receive insurance proceeds in an amount equal to the Agreed Value (as defined in the Lease). CONTRAIL AVIATION LEASING LLC may take all action and sign all documents otherwise required to be performed by Air Macau including execution on behalf of Macau of an appropriate form of discharge/release document, in order for CONTRAIL AVIATION LEASING, LLC to collect such insurance proceeds.

2. In the exercise of the rights of CONTRAIL AVIATION LEASING, LLC under the Lease to recover the Aircraft from Air Macau and Macau after termination of the Lease due to an Event of Default (as defined in the Lease) under the Lease or for termination of the Lease due to any other reason, CONTRAIL AVIATION LEASING, LLC may take all action otherwise required to be performed by Air Macau before the authorities and courts in Macau in order to cause the Aircraft to be repossessed by CONTRAIL AVIATION LEASING, LLC, deregistered from the Macau Civil Aviation Authority and/or the Macau Commercial and Moveable Assets Registry, or any successor thereof, and any other person or Government Entity (as defined in the Lease) which from time to time has control over civil aviation or the registration, airworthiness or operation of aircraft in Macau (the “Aeronautics Authorities”), operated and exported from Macau.

3. In the exercise of the rights mentioned in paragraphs 1 to 2, CONTRAIL AVIATION LEASING, LLC may make any declarations or statements and sign any public or private documents which may be considered necessary or appropriate.

4. CONTRAIL AVIATION LEASING, LLC may delegate the powers conferred hereby, in whole or in part, to any individual(s), including but not limited to employees of CONTRAIL AVIATION LEASING, LLC or legal counsel in Macau.

CONTRAIL AVIATION LEASING, LLC is empowered to determine in its sole discretion when to exercise the powers conferred upon CONTRAIL AVIATION LEASING, LLC pursuant to this Power of Attorney. Any person, agency or company relying upon this Power of Attorney need not and will not make any determination or require any court judgment as to whether an Event of Default (as defined in the Lease) is outstanding under the Lease or whether the Lease has been terminated.

Air Macau hereby waives any claims against (a) any person acting on the instructions given by CONTRAIL AVIATION LEASING, LLC or its designee pursuant to this Power of Attorney and (b) any person designated by CONTRAIL AVIATION LEASING, LLC or an officer of CONTRAIL AVIATION LEASING, LLC to give instructions pursuant to this Power of Attorney. Air Macau also agrees to indemnify and hold harmless any person, agency or company which may act in reliance upon this Power of Attorney and pursuant to instructions given by CONTRAIL AVIATION LEASING, LLC or its designee.

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Air Macau expressly declares that CONTRAIL AVIATION LEASING, LLC may use this power of attorney to do business with “itself”.

This Power of Attorney is irrevocable as it is granted for the benefit CONTRAIL AVIATION LEASING, LLC in accordance with Articles 258.3 and 1101 of the Civil Code, and may only be revoked with the approval of CONTRAIL AVIATION LEASING, LLC or when the Aircraft has been returned to the possession of CONTRAIL AVIATION LEASING, LLC, deregistered and exported from Macau.

Air Macau Company Limited has made and delivered this Power of Attorney on 17 Sep 2018 in Macau.

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ACCEPTANCE CERTIFICATE

CONTRAIL AVIATION SUPPORT, LLC. (“Buyer”) and CONTRAIL AVIATION LEASING, LLC. (“Buyer’s Nominee”) do hereby represent, acknowledge, warrant and agree in favour of Wilmington Trust SP Services (Dublin) Ltd. not in its individual capacity but solely AS TRUSTEE FOR AIRCRAFT 32A-1758 (Ireland) Trust (“Seller”) as follows:

Unless otherwise defined herein, capitalised terms used in this acceptance certificate have the same meaning as those used in the Sale Agreement.

IN WITNESS WHEREOF Buyer and Buyer’s Nominee have executed this acceptance certificate on the date set forth above.

ACCEPTANCE CERTIFICATE

CONTRAIL AVIATION SUPPORT, LLC. (“Buyer”) and CONTRAIL AVIATION LEASING, LLC. (“Buyer’s Nominee”) do hereby represent, acknowledge, warrant and agree in favour of Wilmington Trust SP Services (Dublin) Ltd. not in its individual capacity but solely AS TRUSTEE FOR AIRCRAFT 32A-1790 (Ireland) Trust (“Seller”) as follows:

Unless otherwise defined herein, capitalised terms used in this acceptance certificate have the same meaning as those used in the Sale Agreement.

IN WITNESS WHEREOF Buyer and Buyer’s Nominee have executed this acceptance certificate on the date set forth above.

BILL OF SALE

Wilmington Trust SP Services (Dublin) Ltd. not in its individual capacity but solely AS TRUSTEE FOR AIRCRAFT 32A-1758 (Ireland) Trust, a company incorporated under the laws of Ireland (“Seller”), is the owner of the following equipment, all as further described in the Aircraft Sale Agreement dated 3 August, 2018 (“Sale Agreement”) between, inter alias, Seller and Contrail Aviation Support, LLC (collectively the “Aircraft”):

For and in consideration of the sum of *                                                                   and other valuable consideration, receipt of which is hereby acknowledged, Seller does hereby sell, grant, transfer, deliver and set over to Contrail Aviation Leasing, LLC (“Buyer”) and its successors and assignees forever all of Seller’s right, title and interest in and to the Aircraft, to have and to hold the Aircraft for its and their use forever.

Seller hereby warrants to Buyer and its successors and assigns that there is hereby conveyed to Buyer full legal and beneficial good and marketable title to the Aircraft save as to freedom from Security Interests in relation to which Seller warrants only that the Aircraft is free of Warranted Security Interests, and that Seller will warrant and defend such title forever against all claims and demands.

Unless otherwise defined herein, capitalised terms used in this bill of sale have the same meaning as those used in the Sale Agreement.

This bill of sale will be governed by, and construed in accordance with, the Governing Law. The Governing Jurisdiction will have exclusive jurisdiction to settle any dispute arising out of or in connection with this bill of sale.

IN WITNESS WHEREOF Seller has executed this bill of sale as a deed at 17:14 hours Dublin time) this 17th day of September 2018.

Seller: Wilmington Trust SP Services (Dublin) Ltd. not in its individual capacity but solely AS TRUSTEE FOR AIRCRAFT 32A-1758 (Ireland) Trust

In the presence of:

BILL OF SALE

Wilmington Trust SP Services (Dublin) Ltd. not in its individual capacity but solely AS TRUSTEE FOR AIRCRAFT 32A-1790 (Ireland) Trust, a company incorporated under the laws of Ireland (“Seller”), is the owner of the following equipment, all as further described in the Aircraft Sale Agreement dated 3 August, 2018 (“Sale Agreement”) between, inter alios, Seller and Contrail Aviation Support, LLC (collectively the “Aircraft”):

For and in consideration of the sum of *                                                           and other valuable consideration, receipt of which is hereby acknowledged, Seller does hereby sell, grant, transfer, deliver and set over to Contrail Aviation Leasing, LLC (“Buyer”) and its successors and assignees forever all of Seller’s right, title and interest in and to the Aircraft, to have and to hold the Aircraft for its and their use forever.

Seller hereby warrants to Buyer and its successors and assigns that there is hereby conveyed to Buyer full legal and beneficial good and marketable title to the Aircraft save as to freedom from Security Interests in relation to which Seller warrants only that the Aircraft is free of Warranted Security Interests, and that Seller will warrant and defend such title forever against all claims and demands.

Unless otherwise defined herein, capitalised terms used in this bill of sale have the same meaning as those used in the Sale Agreement.

This bill of sale will be governed by, and construed in accordance with, the Governing Law. The Governing Jurisdiction will have exclusive jurisdiction to settle any dispute arising out of or in connection with this bill of sale.

IN WITNESS WHEREOF Seller has executed this bill of sale as a deed at                  hours (          time) this 17th day of September 2018.

Seller: Wilmington Trust SP Services (Dublin) Ltd. not in its individual capacity but solely AS TRUSTEE FOR AIRCRAFT 32A-1790 (Ireland) Trust

In the presence of: