Engine Lease Agreement, dated November 22, 2019 with Sun Country, Inc. d/b/a Sun Country Airlines

This Engine Lease Agreement (“Agreement”) is made as of November 22, 2019 between Wells Fargo Trust Company, National Association, not in its individual capacity but solely as owner trustee (“Lessor”) and Sun Country, Inc. d/b/a Sun Country Airlines (“Lessee”). It refers to and incorporates the terms of IATA Document No. 5016-01 (Master Short-Term Engine Lease Agreement, 2012 Revision) (“Master Agreement”).

This Agreement modifies the Master Agreement, and, as so modified, constitutes a single contract applicable to the leasing of the Engine (defined below), as contemplated by 2.1.2 of the Master Agreement.

For purposes of the Master Agreement (“N/A” denotes non-applicability):

As regards this Lease Agreement, the Master Agreement is further modified as follows:

A.A new clause 2.1.5 is added to the Master Agreement as follows:

“Lessor previously leased the Engine to Lessee pursuant to an Aircraft Lease Agreement dated as of January 14, 2009 between C.I.T. Leasing Corporation, as lessor, and Lessee, 2009, as supplemented by that certain Lease Supplement dated as of January 30, 2009, as amended by that certain Amendment Number One to Aircraft Lease Agreement dated as of November 30, 2011, as further amended by that certain Amendment Number Two to Aircraft Lease Agreement dated as of October 15, 2013, as further amended by that certain Amendment Number Three to Aircraft Lease Agreement dated as of June 9, 2015, as further assigned, assumed and amended by that certain Assignment, Assumption and Amendment Agreement dated as of August 22, 2016 among C.I.T. Leasing Corporation, as assignor, Lessor, as assignee, and Lessee, as further amended by that certain Amendment Number Four to Aircraft Lease Agreement dated as of February 23, 2018, as further amended by that certain Amendment Number Five to Aircraft Lease Agreement dated as of June 20, 2019, and as further amended by that certain Notice of Beneficial Interest Transfer dated July 26, 2019 (as further amended, modified and supplemented from time to time, the “Prior Lease”). Lessor and Lessee agree that this Agreement is intended to effectuate the continuous lease of the Engine by Lessee until such time as either (i) Lessee purchases the Engine from Lessor hereunder or (ii) in the event that Lessee fails to purchase the Engine from Lessor hereunder, Lessee redelivers the Engine to Lessor in accordance with the terms hereunder.”

B.A new clause 4.4.9 shall be added to the Master Agreement as follows:

“Subject to Lessee’s compliance with clause 4.4.4 of the Master Agreement, Lessee shall not install the Engine on an aircraft for which (i) the terms of the lease agreement for such aircraft provide that, or the operations of such aircraft or its operator may result in, title to the Engine automatically transferring to the lessor or owner or operator of such aircraft, or (ii) title to the Engine shall, or may reasonably be expected to, transfer to any person for any reason whatsoever, by virtue of or in connection with the Engine’s installation upon such aircraft.”

C.The last paragraph of clause 13.1.1 of the Master Agreement shall be amended by adding a new subclause (c) as follows:

“, or (c) require Lessee to consummate the End of Term Purchase at an earlier time to be agreed between Lessor and Lessee.”

D.The following clauses in the Master Agreement shall be deleted in their entirety: 3.1, 3.3, 4.2.4, 15.2(iii), 12, 17.12 and 17.5(iv).

E.A new clause 18 shall be added to the Master Agreement as follows:

“18.  END OF TERM PURCHASE

At the end of the Term (or such earlier date as notified by Lessee to Lessor), provided that at the time of closing the End of Term Purchase no Event of Default has occurred and is continuing and no Total Loss has occurred, the Lessee shall purchase the Engine from the Lessor (the “End of Term Purchase”) for the Purchase Price less the Purchase Deposit already received. The Lessor acknowledges receipt of the Purchase Deposit as of the date of this Agreement. Lessee confirms, acknowledges and agrees that the Purchase Deposit is nonrefundable and once paid by Lessee to Lessor, the Purchase Deposit becomes, is and shall be the sole and exclusive property of Lessor

and Lessee hereby disclaims any and all right, title and interest in all or any part of the Purchase Deposit.

Following receipt of the Purchase Price (as adjusted) by Lessor, title to the Engine will transfer to Lessee (“Closing”) on the following terms:

a.Lessor shall procure the transfer of legal and beneficial title to the Engine free from any Lien created by or through the Lessor or the Owner Participant, but subject to and with the benefit of this Agreement and any Liens permitted under this Agreement (or which are otherwise the responsibility of the Lessee), by delivering a bill of sale duly executed by the Lessor and Owner Participant to the Lessee.

b.Transfer of title to the Lessee shall be on an “as is, where is” and “WITH ALL FAULTS” basis, and the Lessor shall not give, and the Lessee shall have no recourse to the Lessor or the Owner Participant in respect of, any covenants, warranties, guarantees or representations, express or implied, arising by law or otherwise, with respect to the Engine, other than that the Engine will be free from any Liens created by or through the Lessor or the Owner Participant, but subject to and with the benefit of this Agreement and any Liens permitted under this Agreement (or which are otherwise the responsibility of the Lessee).

c.The Lessee irrevocably waives (as far as it may do so under any applicable law) any claim that it may, or may in the future, have against the Lessor in respect of any Losses or Taxes caused directly or indirectly by the Engine, its use or performance following transfer of title to Lessee.

d.The Lessee shall be responsible for any Taxes assessed on such title transfer and shall indemnify the Lessor and each other Indemnitee on demand from and against any such Taxes provided however that nothing herein shall oblige the Lessee to pay or indemnify any Indemnitee against any Taxes (including fines, penalties, surcharges or interest in connection therewith) charged on such Indemnitee’s income, profits or gains assessed in its state of incorporation or tax residence or any Taxes imposed due to such Indemnitee’s gross negligence or willful misconduct. At the time of title transfer, the Engine shall be at a location mutually agreed between the Lessor and the Lessee and both parties shall cooperate to the extent they may lawfully do so to minimize costs.

e.In the event that, at the end of the Term, the Engine is not in an acceptable closing jurisdiction (as reasonably determined by either the Lessor or the Lessee and notified to the other), the Closing will occur on the first date thereafter when the Engine is in an acceptable closing jurisdiction.

f.Effective as of Closing, the Lessee shall indemnify, protect, defend and hold harmless each Indemnitee from, against and in respect of, and shall pay on a net after-Taxes basis, any and all expenses of any kind or nature whatsoever that may be imposed on, incurred by or asserted against any Indemnitee, relating to, resulting from, or arising out of or in connection with a claim, injury or harm to a third party that arises or is incurred after Closing and which arise out of or related to the use, ownership, service, testing, maintenance, repair, airworthiness, possession, operation, control, storage, leasing, subleasing, mortgaging, disposition or condition of the Engine; provided that the foregoing indemnity shall not apply to any such expenses to the extent arising from the bad faith, gross negligence or willful misconduct of any Indemnitee.

g.For a period of two years following the transfer of title in the Engine to the Lessee, the Lessee will cause the Lessor and each Indemnitee to be named as additional named insureds, with all its provisions, except the limits of liability, operating as if there were a separate policy covering each of such parties, on liability insurance covering the Engine meeting the requirements of clause 8 of the Master Agreement. Prior to the transfer of title in the Engine to the Lessee, the Lessee will provide the Lessor a certificate of insurance to Lessor evidencing such coverage.

h.Lessee shall not lease or sell the Engine to any entity which is incorporated or operates in a Restricted Country.

Upon Closing, the leasing of the Engine (and the Lessee’s obligation to redeliver the Engine to the Lessor) pursuant to this Agreement shall terminate. For the avoidance of doubt, should the Lessee not exercise the End of Term Purchase in accordance with the timelines above, the leasing of the Aircraft shall continue in accordance with the provisions of this Agreement. Any purchase of the Aircraft before or after the contracted End of Term Purchase will be subject to good faith negotiations between Lessor and Lessee provided that nothing herein shall oblige either party to enter into any transaction which such party considers, in its sole discretion, is not in its best interest.

For purposes of this clause 18, the following terms shall have the meanings set forth below:

a.“Losses” means any, fees, costs, expenses, payments, charges, losses, demands, liabilities, claims, actions, proceedings, penalties, fines, damages, judgments, orders or other sanctions.

b.“Owner Participant” means Contrail Aviation Leasing, LLC.

c.“Purchase Deposit” means $[ ].

d.“Purchase Price” means $[ ].

e.“Restricted Country” means any state, country or jurisdiction which is subject to any United Nations Security Council Resolution, European Union Decision or United States or other Trade Laws which would have the effect of prohibiting the sale, lease, charter, or flight of the Engine to, from, or over such state, country or jurisdiction or otherwise cause the Lessor, Lessee or Owner Participant to be in contravention of any Trade Laws to which such party is subject; (b) any country in which flights to, from or over are not covered under the insurances required to be maintained by the Lessee pursuant to this Agreement; (c) any country which the Lessor determines now or in the future due to a change in law or circumstances that flights of the Engine to, from, or over would materially prejudice the Lessor’s ability to repossess the Engine, or enforce the remedies or realize the benefit of the Permitted Liens and rights established under this Agreement.

f.“Trade Laws” means all economic or trade sanctions and export control laws applicable to the Owner Participant, Lessor and the Lessee, the State of Registration, the country of manufacturer of the Engine (which shall include the United States), including but not limited to all applicable provisions of (a) any United Nations Security Council Resolutions imposing sanctions, (b) any sanctions or restrictive measures imposed by European Union Council decision or regulation promulgated thereunder (c) United States export control and economic sanctions laws including without limitation, (i) the Export Administration Regulations, 15 C.F.R. §§ 730 et. seq. and (ii) the regulations administered by the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”), 31 C.F.R. §§ 501 et. seq.

F.Annex 3 is amended and restated in its entirety as set forth in Appendix B hereto.

Appendix A hereto is the form of Acceptance Certificate, the execution of which, as contemplated by point 6 above, effects or evidences Lessee’s acceptance of the Engine hereunder.

IN WITNESS whereof, Parties have executed this Engine Lease Agreement on the respective dates specified below.

Wells Fargo Trust Company, National Association, not in its individual capacity but solely as owner trustee Re: Acceptance of Engine Package

Dear Sir/Madam,

Reference is made to the Engine Lease Agreement between you (“Lessor”) and us (“Lessee”) dated November 21, 2019 (“Engine Lease Agreement”) regarding the leasing by Lessee of one (1) CFM International Inc. model CFM56-7B22 aircraft engine bearing manufacturer’s serial number 889728 (“Engine”). Terms used herein without definition have the meanings assigned in the Engine Lease Agreement.

Lessee hereby confirms to Lessor that:

i.on November 22, 2019 at 2:00 p.m. CST at Texas , Lessee accepted delivery of the

Engine, as described in Part I, point 1 of the Engine Lease Agreement and the Engine Documentation, as described in

Part I, point 13 of the Engine Lease Agreement;

ii.annex 1 hereto lists all Parts and annex 2 lists all Engine Documentation so received by Lessee; and

iii.the Engine Documentation confirms the Engine Flight Hours and Engine Flight Cycle information and data summarized on annex 3 hereto.

By: /s/ Jude Bricker

Name: Jude Bricker

Title: CEO

LOS_ANGELES/#61599.3

Task Cards

Airworthiness Directives

Engineering Orders

Log Books

Boeing Engine Brochure

G-EZJI Bridging book

PART NUMBER: CFM56-7B22     INSTALLED ON A/C:   POS:      DATE REMOVED: 11/22/2019

SERIAL NUMBER: 889728    DATE INSTALLED:

HOURS AT INSTALLATION: 0:00     HOURS ON WING: 0:00      ENGINE TOTAL HOURS: 56156:09

CYCLES AT INSTALLATION: 0     CYCLES ON WING: 0     ENGINE TOTAL CYCLES: 29868

PART NUMBER: CFM56-7B22   INSTALLED ON A/C:     POS:    DATE REMOVED: 11/22/2019

SERIAL NUMBER: 889728  DATE INSTALLED:

HOURS AT INSTALLATION: 0:00     HOURS ON WING: 0:00     ENGINE TOTAL HOURS: 56156:09

CYCLES AT INSTALLATION: 0     CYCLES ON WING: 0       ENGINE TOTAL CYCLES: 29868

1.. With respect to the relevant Engine Package, Lessor shall have received the following:

        (a) Lease Agreement and, if required thereby, an Acceptance Certificate, each executed and delivered by Lessee in accordance with the Agreement;

        (b) the insurance documentation required by 8.2.1 of the Agreement.

2. Unless otherwise agreed by Lessor, evidence in a priority search certificate from the International Registry that the international interest constituted by this Agreement has been duly registered.

3. No event or circumstance which constitutes, or with the fulfillment of conditions would constitute, an Event of Default under the Agreement subsists on the Commencement Date under the Lease Agreement.

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