Notice of Beneficial Interest Transfer, dated July 26, 2019 from Wells Fargo Trust Company, National Association, Sapphire Finance I Holding Designated Activity Company, and Contrail Aviation Leasing, LLC to Sun Country, Inc. d/b/a Sun Country Airlines

From:

Wells Fargo Trust Company, National Association, not in its individual capacity but solely as owner trustee (“Lessor”)

Sapphire Finance I Holding Designated Activity Company, as prior owner participant (“Prior Owner Participant”)

Contrail Aviation Leasing, LLC, as new owner participant (“New Owner Participant”)

To:

Sun Country, Inc. d/b/a Sun Country Airlines (formerly known as MN Airlines, LLC)(“Lessee”)

1)

Prior Owner Participant is assigning to New Owner Participant, among other things, all of Prior Owner Participant’s right, title and interest in, under and with respect to the Trust Agreement (Aircraft MSN 30241) dated as of August 22, 2016 (as assigned, assumed, amended, supplemented and/or modified from time to time, the “Trust Agreement”) between Prior Owner Participant and Lessor and certain other Assigned Agreements (as defined in the Assignment Agreement) (collectively, for purposes of this Notice, the “Owner Participant Documents”); and

2)

New Owner Participant is assuming the duties and obligations of Prior Owner Participant under the Owner Participant Documents arising at or subsequent to the Effective Date.

a)

so long as an Event of Default shall not have occurred and be continuing or in order to comply with applicable Law, Lessee shall quietly use, possess and enjoy the Aircraft without interference by it or by any Person lawfully claiming by or through it but the exercise by Lessor of any rights of Lessor under or in respect of the Lease or any of the other Operative Documents will not constitute such interference;

b)

Lessee’s rights under the Lease will not be materially adversely affected as a result of the assignment contemplated by the Assignment Agreement, and Lessee’s liabilities and obligations under the Lease will not be materially increased as a result of such assignment as compared to Lessee’s liabilities and obligations that Lessee would have had if such assignment had not occurred, in each case, determined by reference to applicable Law at the time of such assignment, provided that an increase in the number of “Indemnitees” and/or “Additional Insured” shall not be deemed to be an additional or increased obligation;

c)

Its obligations under the Lease have been guaranteed by Contrail Aviation Support, LLC, a Person that has a net worth of not less than US$[__________];

d)

it is, or is managed by, a reputable entity having experience with leasing commercial passenger aircraft;

e)

it is not a Person who is a competitor of Lessee or any Affiliate of Lessee whose primary business is that of a commercial airline; and

f)

it will be bound by all the terms of, and will undertake all the obligations of the “Owner Participant” contained in the Owner Participant Documents arising on and after the Effective Date.

a)

it shall cooperate with Lessor and New Owner Participant and do such things, execute such documents, and make such filings and registrations in the State of Registration,

b)

it shall continue to name Prior Owner Participant as an Additional Insured under its aircraft liability insurance for the Aircraft as required under the Lease for a period of two (2) years from the Effective Date;

c)

for all purposes of the Lease (and subject to compliance with the terms and conditions thereof), New Owner Participant shall be deemed the “Owner Participant” and each of the New Owner Participant, Contrail Aviation Support, LLC and Old National Bank shall be deemed an “Indemnitee” and an “Additional Insured” for all purposes of the Operative Documents and that it shall, on the Effective Date, provide New Owner Participant with an insurance certificate in the form required pursuant to Article 12 (Insurance) of the Lease and reflecting the addition of New Owner Participant and Contrail Aviation Support, LLC as Additional Insureds;

d)

all notices with respect to Owner Participant pursuant to Article 19.3 (Notices) of the Lease and each of the other Operative Documents should be sent to the following address:

e)

all payments sent to Lessor pursuant to the Lease should be made to the following account:

f)

Prior Owner Participant is released from its obligations under the Owner Participant Documents to the extent such obligations are assumed by New Owner Participant under the Assignment Agreement; and

g)

except as amended or modified by this Notice, the Operative Documents and each of the terms and provisions thereof shall continue in full force and effect.

a)

the definition of “Owner Participant” shall be deleted and replaced with:

b)

the definition of “Trust Agreement” shall be deleted and replaced with:

Very truly yours,

WELLS FARGO TRUST COMPANY, N.A.

(f/k/a WELLS FARGO BANK NORTHWEST,

NATIONAL ASSOCIATION, not in its individual

Capacity but solely as owner trustee, as Lessor

By:     /s/ Hillary Pavia

Name: Hillary Pavia

Title:     Vice President

SAPPHIRE FINANCE I HOLDING

DESIGNATED ACTIVITY COMPANY,

as Prior Owner Participant

By:     /s/ William Brennan

Name: William Brennan

Title:     Director

CONTRAIL AVIATION LEASING, LLC,

as New Owner Participant

By: /s/ Joseph G. Kuhn

Name: Joseph G. Kuhn

Title:     CEO

From:

Wells Fargo Trust Company, National Association, not in its individual capacity but solely as owner trustee (“Lessor”)

To:

Sun Country, Inc. d/b/a Sun Country Airlines (formerly known as MN Airlines, LLC) (“Lessee”)

Very truly yours,

WELLS FARGO TRUST COMPANY, NATIONAL

ASSOCIATION, not in its individual capacity but

Solely as owner trustee, as Lessor

By:         /s/ Hillary Pavia

Name:    Hillary Pavia 

Title:      Vice President

1.

Aircraft Lease Agreement dated as of January 14, 2009 between C.I.T. Leasing Corporation, as lessor, and MN Airlines, LLC dba Sun Country Airlines, as lessee

2.

Technical Acceptance Receipt dated January 30, 2009 by MN Airlines, LLC

3.

Lease Supplement dated January 30, 2009 between C.I.T. Leasing Corporation, as lessor, and MN Airlines, LLC, as lessee

4.

Side Letter to the Leases dated July 29, 2009 between C.I.T. Leasing Corporation, as lessor, and MN Airlines, LLC dba Sun Country Airlines, as lessee, but solely insofar as the same pertains to Aircraft No. 2

5.

Amendment Number One to Aircraft Lease Agreement dated as of November 30, 2011 between C.I.T. Leasing Corporation, as lessor, and MN Airlines, LLC dba Sun Country Airlines, as lessee

6.

Global Side Letter to the Leases dated February 3, 2012 between C.I.T. Leasing Corporation, as lessor, and MN Airlines, LLC dba Sun Country Airlines, as lessee

7.

Amendment Number Two to Aircraft Lease Agreement dated as of October 15, 2013 between C.I.T. Leasing Corporation, as lessor, and MN Airlines, LLC dba Sun Country Airlines, as lessee

8.

Amendment Number Three to Aircraft Lease Agreement dated as of June 9, 2015 between C.I.T. Leasing Corporation, as lessor, and MN Airlines, LLC dba Sun Country Airlines, as lessee

9.

Assignment, Assumption and Amendment Agreement dated as of August 22, 2016 among C.I.T. Leasing Corporation, as assignor, Wells Fargo Bank Northwest, National Association, not in its individual capacity but solely as owner trustee, as assignee and MN Airlines, LLC dba Sun Country Airlines, as lessee

10.

Amendment Number Four to Aircraft Lease Agreement dated as of February 23, 2018 between Wells Fargo Trust Company, National Association, not in its individual capacity but solely as owner trustee, as lessor, and Sun Country Airlines, as lessee.

11.

Amendment Number Five to Aircraft Lease Agreement dated as of June 20, 2019 between Wells Fargo Trust Company, National Association, not in its individual capacity but solely as owner trustee, as lessor, and Sun Country, Inc. d/b/a Sun Country Airlines (formerly known as MN Airlines, LLC), as lessee.