AIR T INC (Form: 8-K, Received: 03/31/2021 10:01:24)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 26, 2021

Air T, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-35476

52-1206400

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

5930 Balsom Ridge Road

Denver, North Carolina 28037__________

(Address of Principal Executive Offices, and Zip Code)

________________(828) 464-8741__________________

Registrant’s Telephone Number, Including Area Code

Not applicable______________________

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	AIRT	NASDAQ Global Market
Alpha Income Preferred Securities (also referred to as 8% Cumulative Capital Securities) (“AIP”)	AIRTP	NASDAQ Global Market
Warrant to purchase AIP	AIRTW	NASDAQ Global Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


						Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


						Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


						Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

On March 26, 2021, Contrail Aviation Leasing, LLC (“CAL”), a wholly-owned subsidiary of Contrail Aviation Support, LLC (“CAS”), a 79%-owned subsidiary Air T, Inc. (the “Company”), entered into a purchase agreement to acquire a IAE V2530-A5 aircraft engine with engine serial number V10150 and as such engine and parts are further described in Schedule 1 to the purchase agreement. Contrail completed the purchase on March 30, 2021 and assumed the lessor’s interest in the existing lease related to the engine. The transaction value upon closing exceeded $5,000,000 and copies of the Purchase Agreement, Bill of Sale, Acceptance Certificate and Form of Assignment Assumption and Amendment Agreement entered into with respect to these transactions are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 which are incorporated herein by reference.*

The purchase of the engine as discussed above continues Contrail’s business of purchasing aircraft and/or aircraft engines for the purpose of leasing or disassembling them and selling them for parts.

The foregoing summary of the terms of the transaction documents do not purport to be complete and is qualified in its entirety by reference to the documents which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 respectively hereto and are incorporated by reference herein.

*Portions of these transaction exhibits have been omitted for confidential treatment.

Item 2.01 Completion of Acquisition or Disposition of Assets

To the extent responsive, the information included in Item 1.01 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

10.1 Form of Engine Purchase Agreement, dated December 23, 2020 by and between Equipment Lease Finance Corporation and Contrail Aviation Leasing, LLC.*

10.2 Bill of Sale dated March 30, 2021

10.3 Acceptance Certificate dated March 30, 2021

10.4 Form of Assignment, Assumption and Amendment Agreement dated March 30, 2021*

*Portions of these transaction exhibit have been omitted for confidential treatment.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 31, 2021

AIR T, INC.

By: /s/ Brian Ochocki

Brian Ochocki, Chief Financial Officer

20958699v3

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

engine purchase agreement relating to one (1) IAE V2530-A5 aircraft engine with manufacturer’s serial number V10150

this Engine Purchase Agreement is made on the 26th day of March, 2021.

Between:

(1) Engine Lease Finance Corporation, a corporation organised and existing under the laws of the State of Nevada, United States of America with its principal place of business at Building 156, Shannon Free Zone, Shannon, County Clare, Ireland ("Seller"); and

(2) Contrail Aviation Leasing, LLC, a company incorporated under the laws of the State of Wisconsin, United States of America with its principal place of business at 435 Investment Court, Verona, Wisconsin 53593, United States of America ("Buyer"),

(each a “Party” and together “the Parties”).

It is agreed:

The Parties have agreed that Buyer shall purchase from Seller and Seller shall sell to Buyer the Engine free from Encumbrances on the Delivery Date upon and subject to the terms and the conditions of this Agreement for the Purchase Price.

1.Definitions and Interpretation

a.Definitions: In this Agreement unless the context otherwise requires the following words and expressions have the following meanings:

"Acceptance Certificate" means an acceptance certificate in respect of the Engine substantially in the form of Schedule 3 (Acceptance Certificate), to be signed pursuant to Clause 3.3 (Purchase Price);

"Affiliate" means in relation to any Person, any other Person that, directly or indirectly, is in control of, or is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 50% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise;

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"Agreement" means this Agreement together with the schedules and endorsements (if any) attached hereto;

“Assigned Lease” means the Lease as assigned, assumed and amended by the AAAA;

“Assignment, Assumption And Amendment Agreement” and “AAAA” means the assignment, assumption and amendment agreement in respect of the Lease to be made between the Existing Lessor, the Lessee and the Buyer;

“Base Purchase Price” means $[ ];

"Bill of Sale" means a bill of sale in respect of the Engine substantially in the form of Schedule 2 (Bill of Sale), to be delivered pursuant to Clause 3.3 (Purchase Price);

"Business Day" means a day on which banks are open for the transaction of business in New York, New York, United States of America and Dublin, Ireland;

"Buyer's Notice Address"; means Contrail Aviation Leasing, LLC, 435 Investment Court, Verona, Wisconsin 53593, United States of America; tel. no.: +1 608 848-8100; attention: Joseph G. Kuhn; email: joe@contrail.com

"Delivery" means the time at which Buyer shall obtain title to the Engine in accordance with this Agreement;

"Delivery Condition" means the condition described in Schedule 1 and otherwise in “as is where is” condition on the Delivery Date whether the Engine is in a serviceable or unserviceable condition;

"Delivery Date" means the date on which Delivery occurs;

"Delivery Location" means Macau or such other location as may be agreed by Buyer and Seller;

"Dollars" and "$" means the lawful currency from time to time of the United States of America;

“Economic Closing Adjustment” means an interest payment of [ ] per cent per annum ([ ]% p.a.) on the amount of the Base Purchase Price, calculated based upon a 360 day year, and upon the actual number of days elapsed during the period from but excluding the Economic Closing Date up to and including the Delivery Date;

“Economic Closing Date” means 15 December 2020;

"Encumbrance" means any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, security interest, lease option, title

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retention, preferential right or trust or other encumbrance of any kind securing any obligation of any person and any right of forfeiture, confiscation or detention;

"Engine" means one used IAE V2530-A5 aircraft engine with engine serial number V10150 as further described in Schedule 1 (Description of Engine), the Engine Technical Records, the Parts and the Modules;

"Engine Technical Records" means all records, logs, manuals, technical data and other materials and documents relating to the Engine or any Part thereof, as such Engine and Parts are further described in Schedule 1 (Description of Engine);

“Existing Lessor” means the Seller;

"Final Delivery Date" means 31 December 2020, or such other date as may otherwise be agreed in writing by the Parties;

“Lease” means together:

i.Spare Engine Lease Agreement dated as of June 20, 1995 between the Prior Lessor and the Lessee;

ii.Estoppel and Acceptance Certificate dated December 18, 1995 from the Lessee to the Prior Lessor;

iii.Amendment Number One to Spare Engine Lease Agreement dated as of September 28, 1995 between Lessee and Prior Lessor;

iv.Amendment # 2 to Spare Engine Lease Agreement dated as of January 31, 2002 between Lessee and Prior Lessor;

v.Assignment and Assumption Agreement dated as of 23 December, 2002 between Prior Lessor, Existing Lessor and Lessee;

vi.Amendment Agreement No. 3 to Spare Engine Lease Agreement dated 19 July, 2012 between Lessee and Existing Lessor; and

vii.Extension And Amendment Agreement No. 4 to Spare Engine Lease Agreement dated 31 January, 2018 between Lessee and Existing Lessor;

“Lessee” means Companhia De Transportes Aereos Air Macau, SARL;

"Manufacturer" means IAE International Aero Engines AG;

"Module" means an assembly of Parts which is the subject of separate record keeping by Seller as evidenced by the Engine Technical Records at Delivery;

"Parts" means all appliances, accessories, Modules, components and other items of equipment as are installed in or on the Engine at Delivery;

“Permitted Liens” means all of:

(a) any Encumbrance which results from acts or omissions of the Buyer or any person rightfully claiming by or through it;

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i.any Permitted Lien as defined in the Lease other than any Lessor’s Lien as defined in the Lease; and

ii.the leasehold interest of the Lessee in the Engine under the Lease;

"Person" means any individual person, any form of corporate or business association, trust, government entity, or organization or association of which any of the above is a member or participant;

“Prior Lessor” means International Lease Finance Corporation;

"Purchase Price" means the Base Purchase Price plus (i) the Economic Closing Adjustment less (ii) the Rental Amount Reduction;

“Rental Amount Reduction” means all payments of Rent, as defined under the Lease, made by or on behalf of the Lessee to the Seller pursuant to the Lease for the period from but excluding the Economic Closing Date up to and including the Delivery Date (prorated on a daily basis);

"Seller’s Indemnitees" means Seller and each of its shareholders, subsidiaries, affiliates, directors, officers and employees and their respective successors and assigns;

"Seller's Notice Address" means Engine Lease Finance Corporation, Building 156, Shannon Free Zone, Shannon, County Clare, Ireland; facsimile no.: +353 61-361785; attention: Corporation Secretary; email: info@elfc.com

"Taxes" means any post-closing export duties, any sales and other value added tax, stamp duties or any other levies, assessments and taxes which may be payable in respect of the sale and purchase, transfer of title or delivery of the Engine hereunder and any taxes, duties, costs and expenses assessed against Buyer which are attributable to any payment made by Buyer pursuant to such events; and

"Transaction Documents" means this Agreement, the Technical Acceptance Certificate, the Acceptance Certificate, the Bill of Sale and the Assignment, Assumption And Amendment Agreement.

b.Interpretation: In this Agreement, unless the context otherwise requires or it is otherwise provided:

1.references to this Agreement or to any other document shall include references to this Agreement and its schedules or to such other document as amended, varied, supplemented, wholly or partially novated, replaced and/or restated in any manner from time to time;

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2.subject to Clause 9 (Assignment), references to any person shall, where relevant, be deemed to be references to or to include, as appropriate, their respective lawful successors, permitted assigns or transferees;

3.references to Clauses, Paragraphs and Schedules shall be construed as references to clauses and paragraphs of and schedules to, this Agreement;

4.references to any enactment shall be deemed to include references to such enactment as re-enacted, amended or extended and any subordinate legislation made under it;

5.references to a "person" shall include any individual, company, corporation, firm, partnership, joint venture association, organisation, institution, authority, trust or agency, whether or not having a separate legal personality;

6.references to the "assets" of any person shall be construed as a reference to the whole or any part of its business, undertaking, property, shareholdings, assets and revenues (including any right to receive revenues and uncalled capital);

7.references to one gender shall include all genders, and references to the singular shall include the plural and vice versa;

8.headings and sub-headings are inserted for convenience only and shall be ignored in construing this Agreement;

9.references to "including" and "in particular" shall not be construed restrictively but shall mean "including, without prejudice to the generality of the foregoing" and "in particular, but without prejudice to the generality of the foregoing" respectively;

10.references to "law" shall include any present or future common law, statute, statutory instrument, treaty, regulation, directive, judgment, order, decree, other legislative measure, code, circular, notice, demand or injunction, including those with which it is customary for persons to whom they are directed to comply, even if compliance is not mandatory;

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11.references to "writing" include e-mail and facsimile transmission legibly received, except in relation to any certificate, forecast, report, notice, resolution or other document which is expressly required by this Agreement to be signed, and "written" has a corresponding meaning; and

12.references to the "Engine" shall constitute a separate reference to any Part and any of the Engine Technical Records, as the context may require.

2.Representations and Warranties

a.Each Party acknowledges that the other Party has entered into this Agreement in full reliance on the following representations and warranties, which are made by each Party to the other Party on the date of this Agreement and are deemed repeated on the Delivery Date:

13.Status: It is duly incorporated in its jurisdiction of incorporation and is validly existing under the laws of such jurisdiction and has the power and authority to own its assets and carry on its business as presently carried on;

14.Powers: It has full power, authority and legal right under the laws of its jurisdiction of incorporation and has taken all necessary corporate action to enter into, deliver and perform the Transaction Documents to which it is a party;

15.Obligations binding: The Transaction Documents to which it is a party constitute, or when executed (and as applicable, delivered) will constitute, its legal valid and binding obligations, enforceable in accordance with their respective terms except to the extent that such enforceability may be limited by bankruptcy, insolvency or similar laws respecting creditors’ rights generally or by the availability of specific performance or other equitable remedies being in the discretion of any court of competent jurisdiction;

16.Non-contravention: The execution and delivery of, the performance of its obligations under, and compliance with the provisions of, the Transaction Documents to which it is a party by it will in no way exceed the powers granted to it by, or violate in any respect any provision of:

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i.any law or regulation or any order or decree of any governmental authority, agency or court of generally accepted jurisdiction or any judgment, decree or permit to which the Parties are subject, or

ii.its constitutional documents or any resolution of its directors or shareholders, or

iii.any mortgage, charge, deed, contract, agreement or other undertaking or instrument to which it is a party or which is binding on it or any of its assets nor will it result in the creation of any Encumbrance;

17.Due authorisation: Every consent, authorisation, licence or approval of, or registration with, or declaration to, governmental or public bodies or authorities or courts required by it in connection with the execution, delivery, validity or enforceability (or, as of the Delivery Date, the admissibility in evidence) of the Transaction Documents to which it is a party or the performance by it of its obligations, and transfer of title to the Engine, under the Transaction Documents to which it is a party has been obtained or made and is in full force and effect.

b.Further Seller's representations: Seller shall further represent and warrant to Buyer on the Delivery Date that, as of the Delivery Date, Seller shall be the legal and beneficial owner of the Engine free from any Encumbrances other than Permitted Liens and shall pass such title to Buyer on Delivery with full title guarantee.

3.Delivery and Acceptance

a.Sale: Seller hereby agrees to sell and Buyer agrees to buy the Engine upon the terms and subject to the conditions of this Agreement.

b.Delivery: Delivery of the Engine shall take place at the Delivery Location on the Delivery Date, the specific date of which is to be agreed between the Parties not less than five (5) Business Days in advance, and which date shall be prior to or on the Final Delivery Date.

c.Purchase Price: On the Delivery Date, subject to and in accordance with the terms and conditions of this Agreement: (i) Buyer shall pay to Seller the Purchase Price; (ii) Seller shall sign and deliver to Buyer the Bill of Sale; and (iii) Buyer shall sign the Acceptance Certificate and deliver it to Seller.

d.Title and risk: Seller warrants that when transferred to Buyer pursuant to this Agreement, title to the Engine shall be good and marketable, free and clear of any and all Encumbrances except Permitted Liens. Seller agrees to indemnify

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and defend Buyer and its successors and assigns in respect of all claims, losses, costs, expenses, charges or liabilities arising out of any defect in Seller’s title or of any breach of the warranty contained in this clause. Upon receipt by Seller of the Purchase Price from Seller in accordance with the terms and conditions of this Agreement and the execution, dating and delivery of the Bill of Sale by Seller, full legal and beneficial title to and all risk in the Engine shall pass from Seller to Buyer. Buyer acknowledges that immediately prior to Delivery the Engine shall be in the possession of Lessee under the Lease and that from Delivery the Engine shall remain in the possession of Lessee under the Assigned Lease and that in no event shall Seller be obliged to give or effect physical delivery of the Engine to Buyer.

e.It is hereby agreed and declared between Seller and Buyer that:

18.the Engine on Delivery will be accepted by Buyer in the Delivery Condition;

19.NO CONDITION, WARRANTY OR REPRESENTATION OF ANY KIND IS OR HAS BEEN GIVEN BY OR ON BEHALF OF SELLER IN RESPECT OF THE ENGINE AND ACCORDINGLY BUYER CONFIRMS THAT IT HAS NOT IN ENTERING INTO THIS AGREEMENT RELIED ON ANY CONDITION, WARRANTY OR REPRESENTATION BY SELLER EXPRESS OR IMPLIED WHETHER ARISING BY LAW OR OTHERWISE IN RELATION TO THE ENGINE INCLUDING, WITHOUT LIMITATION, WARRANTIES OR REPRESENTATIONS AS TO THE DESCRIPTION, AIRWORTHINESS, MERCHANTABILITY, FITNESS FOR ANY PURPOSES, VALUE, CONDITION, QUALITY OF MATERIALS OR WORKMANSHIP, DESIGN OR OPERATION OF ANY KIND OR NATURE OF THE ENGINE AND THE BENEFIT OF ANY SUCH CONDITION, WARRANTY OR REPRESENTATION BY SELLER IS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVED.

f.Conditions precedent: The obligation of Seller to deliver the Engine to Buyer pursuant to this Agreement shall be subject to the conditions precedent set out in Paragraph 1 of Schedule 4 (Conditions Precedent) to this Agreement having been waived by Seller or complied with to the satisfaction of Seller and the obligation of Buyer to purchase the Engine shall be subject to the conditions precedent set out in Paragraph 2 of Schedule 4 (Conditions Precedent) to this Agreement having been waived by Buyer or complied with to the satisfaction of Buyer.

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4.Payment of the Purchase Price

a.Payment: The Purchase Price shall be paid by Buyer to Seller on or before the Delivery Date by payment for value that day to the following bank account:

Bank: Bank of America, 100 Federal Street, Boston, MA 02110

ABA-Routing: [ ]

Account Name: Engine Lease Finance Corporation

Account Number: [ ]

b.No deductions: Any amount of Rent, Security Deposit or Reserves payable by the Seller to the Buyer under clauses 5.1.1 and/or 5.2 of the AAAA and any amount of Rent payable by the Buyer to the Seller under clause 5.1.2 of the AAAA shall be calculated by the Seller and agreed by the Parties and the net amount owing by the Seller to the Buyer or vice versa shall be confirmed in writing to the Buyer before the Delivery Date and shall be paid and discharged (a) by way of netting off against the amount of the Purchase Price in the case of a net amount owing from the Seller to the Buyer or (b) by being paid at the same time as the Purchase Price and in addition to the Purchase Price in the case of a net amount owing from the Buyer to the Seller. Save as aforesaid, all payments to be made under the Transaction Documents shall be made in full in Dollars, without any set-off or counter claim whatsoever or any deduction or withholding for or in respect of taxes.

5.Loss or Damage prior to Delivery

If, before Delivery, the Engine is lost or destroyed or suffers substantial damage or is requisitioned by any governmental authority or agency, Seller shall promptly notify Buyer of such occurrence and thereupon, neither Party shall have any further obligation or liability to the other under this Agreement in respect of the Engine.

6.Costs and Expenses

a.Taxes, Fees and Expenses: Buyer shall pay and shall indemnify and hold harmless Seller from any Taxes except in each case

20.any Taxes charged on Seller’s net income, profits or gains by any government entity, but excluding any Taxes imposed by any government entity of any jurisdiction if and to the extent that such Taxes result solely from the situs of organization, any place of business or any activity of Buyer;

21.any Taxes imposed solely as a result of Seller’s breach of this Agreement; or

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22.any export duties or other Taxes which arise as a result of the transportation of the Engine to the Delivery Location.

Seller and Buyer will use commercially reasonable efforts to cooperate to eliminate or, if elimination is not possible, minimise the imposition of any Taxes on the transactions contemplated by the Transaction Documents.

b.Consents etc: Buyer shall obtain at its own cost any consents, licences or authorisations that may be required of Buyer in connection with the sale and purchase of the Engine hereunder.

c.Transaction expenses: Each Party shall be responsible for and pay for its own expenses in connection with the negotiation, preparation and execution of the Transaction Documents and the sale and purchase of the Engine.

7.Indemnities

Buyer shall protect, indemnify, and hold harmless Seller’s Indemnitees from any and all liabilities whatsoever which may arise due to any event, act or omission following Delivery arising out of the purchase, manufacture, ownership, possession, registration, performance, transportation, management, sale, control, inspection, use or operation, design, condition, testing, delivery, leasing, maintenance, repair, service, modification, damage to the Engine or relating to loss or destruction of or damage to any property, or death or injury to any person caused by, relating to or arising from or out of (in each case whether directly or indirectly) any of the foregoing matters in any such case occurring after Delivery unless caused by the negligence or intentional misconduct of Seller or a Seller Indemnitee, provided, however, that Buyer shall not be liable hereunder for any of the Seller’s Indemnity’s acts or omissions as a manufacturer, servicer or repairer of aviation products or equipment.

Seller shall protect, indemnify, and hold harmless Buyer from any and all liabilities whatsoever which have arisen due to any event, act or omission prior to Delivery arising out of the purchase, manufacture, ownership, possession, registration, performance, transportation, management, sale, control, inspection, use or operation, design, condition, testing, delivery, leasing, maintenance, repair, service, modification, damage to the Engine or relating to loss or destruction of or damage to any property, or death or injury to any person caused by, relating to or arising from or out of (in each case whether directly or indirectly) any of the foregoing matters in any such case occurring before Delivery, unless caused by the negligence or intentional misconduct of Buyer, provided, however, that Seller shall not be liable hereunder for any of the Buyer’s acts or omissions as a manufacturer or repairer of aviation products or equipment.

8.Insurance

a.Liability insurance:

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i.Buyer shall maintain or procure that aircraft third party and aviation general (including products, and war and allied perils) legal liability insurance is maintained (subject to Paragraph (b) below) in respect of the Engine. Such policies shall include cover for Seller’s Indemnities, with each of Seller’s Indemnitees named as additional insured, severability of interest clause, waiver of subrogation in favour of Seller, and shall provide the coverage afforded by this insurance may only be cancelled or materially altered in a manner adverse to Seller by the giving of not less than thirty (30) days (seven (7) days in respect of war and allied perils) notice in writing, during the period commencing on the Delivery Date and ending on the second anniversary of the Delivery Date; and

23.the amount of cover shall be not less than $[500,000,000] for each and every loss (but in the aggregate in respect of products liability) provided, however, that in the event the Engine is permanently removed from service and not in the possession of an operator, Buyer’s only coverage obligation shall be to maintain or procure aviation products liability coverage with a limit of not less than $10,000,000).

b.Certificate: On or before the Delivery Date and at each renewal of the insurances during the period specified in clause 8.1 (Liability Insurance), Buyer shall, at Seller’s request, deliver to Seller a certificate issued by the applicable insurance (and where applicable, reinsurance) broker(s), in form and substance reasonably satisfactory to Seller, in respect of the insurance referred to in clause 8.1 (Liability Insurance), in form and substance satisfactory to Buyer.

9.Assignment

Neither Party may assign any of its rights or obligations under this Agreement without the prior written consent of the other Party.

10.Notices

a.Communications in writing: Each communication to be made under or in connection with this Agreement shall be made in writing and, unless otherwise stated, may be made by email, fax or letter.

b.Addresses: The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with this Agreement is as follows:

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24.if to Seller, to Seller's Notice Address; and

25.If to Buyer, to Buyer's Notice Address;

or any substitute address, fax number or department or officer as each Party may notify to the other Party by not less than five (5) Business Days' notice.

c.Delivery: Any communication or document made or delivered by one Party to the other under or in connection with this Agreement will only be effective:

26.if by way of email, when actually received by the receiving party; or

27.if by way of fax, when received in legible form; or

28.if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address,

and, if a particular department or officer is specified as part of its address details provided under Clause 11.2 (Addresses), if addressed to that department or officer.

d.English language:

29.Any notice given under or in connection with this Agreement must be in English.

30.All other documents provided under or in connection with this Agreement must be:

iv.in English; or

v.if not in English, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

11.Miscellaneous

a.Entire agreement: The Transaction Documents contain the entire agreement between Seller and Buyer relating to the sale and purchase of the Engine and the terms and conditions of the Transaction Documents shall not be varied otherwise than by an instrument in writing executed by or on behalf of Seller and Buyer.

b.Remedies and waivers: The rights and remedies of each of the Parties under this Agreement are cumulative, may be exercised as often as such 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 general law or in equity or otherwise) shall not, as against or in favour of the other Party, be

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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 rights, any defective or partial exercise of any of such rights shall not preclude any other or further exercise of that or any other such rights and no act or conduct or negotiation on its part or on its behalf shall in any way preclude it from exercising any such right or constitute a suspension or any variation of any such right.

c.Counterparts: This Agreement may be executed in any number of counterparts each of which shall be an original but such counterparts shall together constitute but one and the same instrument. The parties hereby agree to recognize PDF copy signatures as original signatures for the purpose of closing, provided that the parties shall exchange the original wet ink signatures for the Bill of Sale and AAAA within a reasonable time following Delivery.

d.No brokers or agents: Save as disclosed in this Agreement, neither Party is acting as or has appointed or used any broker or agent in connection with this Agreement and the transactions contemplated herein and each Party agrees to indemnify the other for liability for fees, commissions or other claims made upon it out of such claim caused by the other.

e.Further assurance: 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 and further instruments as may be required by law or reasonably requested by the other Party to establish, maintain and protect the respective rights and remedies of the Parties and to carry out the intent and purpose of this Agreement.

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

g.Confidentiality: The Parties shall keep the provisions of the Transaction Documents confidential and not disclose them to any other party save:

1.to any officer, employee or contractor of such disclosing Party in connection with and to the extent necessary for the performance by such Party of its obligations and agreements thereunder;

2.to any professional adviser appointed by such Party to advise on such performance; and

3.in the case of the respective Parties:

a.to any of the Party’s Affiliates, successors, assigns and transferees (including potential successors, assigns and transferees); and

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b.to any professional adviser appointed by the persons listed in paragraph (i) above,

4.as required by law; and

5.to any relevant regulatory body whether or not the requirement under which the disclosure is made has the force of law,

provided that, in the case of Paragraphs (a) to (c), such parties agree to be bound by the terms of this Clause 11.7 (for which the disclosing Party shall be responsible).

h.Time of the Essence: Subject to any applicable grace periods referred to in any of the Transaction Documents, time shall be of the essence as regards each Party’s performance of its obligations under the Transaction Documents.

11.9 Survival: Seller’s warranty of title with respect to the Engine shall survive the delivery of the Engine to Buyer and the closing of this transaction.

12.Governing Law

This Agreement is governed by and shall be construed in accordance with the laws of the State of New York without giving effect to the conflict of laws provisions of the State of New York (except sections 5-1401 and 5-1402 of the New York General Obligations Law, which the parties hereto agree apply).

13.Jurisdiction

a.The parties irrevocably agree that any proceedings in connection with this Agreement, shall be brought (i) in the United States District Court for the Southern District of New York to the extent permitted by law, and (ii) otherwise in the Supreme Court of the State of New York sitting in New York County (the courts specified in these clauses (i) and (ii), together with all appellate courts having jurisdiction over proceedings from such courts, are referred to collectively, as the "Courts"), and each Party hereby consents to the exercise by the Courts of personal jurisdiction over it in connection with any such action.

b.Each Party agrees that in any proceedings taken against it or its assets in connection with this Agreement no immunity from proceedings shall be claimed by or on its behalf or with respect to any of its assets and each Party hereby irrevocably and unconditionally waives any such right of immunity.

c.EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY

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OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

d.For the purposes of this Agreement, each Party agrees that the service of any writ or other process by which any suit, action or proceeding is begun in the courts sitting in the State of New York, County of New York by sending or delivering the same to its address set out in clause 11.2 shall be deemed good, proper and effective service upon it.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

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SIGNED for and on behalf of

ENGINE LEASE FINANCE CORPORATION

By: /s/ Richard Hough

Name: Richard Hough

Title: Executive Vice President

Engine Lease Finance Corporation

in the presence of: Lorraine Hough

Coorevan

Grange

Lisnagry

Co. Limerick. Ireland.

SIGNED for and on behalf of

CONTRAIL AVIATION LEASING, LLC

By: /s/ Joseph G. Kuhn

Name: Joseph G. Kuhn

Title: CEO

Schedule 1

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Description of Engine

1. Engine Description

1.1 Engine Type: IAE V2530-A5

1.2 Serial no.: V10150

1.3 QEC/EFE Configuration: Manufacturer Bare Configuration.

1.4 Transportation Stand: No

1.5 LLP Configuration: Substantially as per Annex 1 Exhibit A to Amendment Agreement No. 3 to Spare Engine Lease Agreement dated 19 July, 2012 between Lessee and Existing Lessor

2. Delivery Condition

As per Annex 1 Exhibit A to Amendment Agreement No. 3 to Spare Engine Lease Agreement dated 19 July, 2012 between Lessee and Existing Lessor and otherwise in the condition noted in the following documents:

2.1 FAA Conformity Certificate at manufacture;

2.2 Vital Statistics Log at manufacture (VSL);

2.3 Shop visit records from MTU Hannover at TSN 10,217;

2.4 Shop visit records from Lufthansa Technik at TSN 18,541;

2.5 Shop visit records from MTU Zhuhai at TSN 28,023;

2.6 Shop visit records from Lufthansa Technik at TSN 46,445;

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Schedule 2

Bill of Sale

ENGINE LEASE FINANCE CORPORATION (“Seller”) a company organised and existing under the laws of the State of Nevada, United States of Amercia with its principal place of business at Building 156, Shannon Free Zone, Shannon, Co. Clare, Ireland is the owner of the full legal and beneficial title to the following described engine:

1.one used IAE V2530-A5 aircraft engine bearing Manufacturer's serial number V10150 manufactured by IAE International Aero Engines AG;

2.all appliances, accessories and other items of equipment which are connected, or may be installed in, attached to or used in connection with the engine; and

3.all parts, records, logs, technical data and other materials and documents relating to such engine in the possession of the Seller,

(together the "Engine").

For and in consideration of the payment of the Purchase Price under an engine purchase agreement dated __________, 20__ (the "Engine Purchase Agreement") made between Seller and Contrail Aviation Leasing, LLC. ("Buyer"), Seller hereby this ____ day of _______________ 20__ grants, conveys, transfers, bargains and sells, delivers and sets over, all of Seller's right, title and interest in and to the Engine unto Buyer.

This Bill of Sale is executed and delivered to Buyer by Seller pursuant to the terms of the Engine Purchase Agreement and the terms "Purchase Price", “Permitted Liens” and "Encumbrance" shall each have the same meaning as set forth in the Engine Purchase Agreement.

Seller hereby warrants to Buyer, its successors and assigns, that there is hereby conveyed to Buyer on the date hereof, good and marketable title to the Engine, free and clear of all Encumbrances but subject to all Permitted Liens with full title guarantee. Seller agrees with Buyer and its successors and assigns that it will warrant and defend such title forever against all claims and demands whatsoever.

Seller agrees to indemnify, defend and hold harmless Buyer and its successors and assigns from any and all liabilities, damages, losses, expenses, demands, claims, suits or judgments by any third party or parties, including attorney fees, costs and expenses, which arise out of any breach by Seller of the warranty set forth in the preceding Paragraph.

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This Bill of Sale is governed by the laws of the State of New York.

In witness whereof, Seller has caused this instrument to be executed by its duly authorised officer this ______ day of ________________ 20__.

ENGINE LEASE FINANCE CORPORATION

By: _________________

Name: _________________

Title: _________________

Schedule 3

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Acceptance Certificate

1. Contrail Aviation Leasing, LLC. ("Buyer") hereby acknowledges that on ___________ 20__, at _____ hours (GMT) at _______________________ it accepted delivery of one used IAE V2530-A5 aircraft engine bearing manufacturer's serial number V10150 manufactured by IAE International Aero Engines AG (the “Engine”) pursuant to the terms of an engine purchase agreement dated _____________ 20__, made between Buyer and Engine Lease Finance Corporation.

2. Buyer confirms that it has accepted delivery of the Engine in "as is where is" condition.

Dated _______________ 20__

SIGNED by

for and on behalf of

Contrail Aviation Leasing, LLC.

____________________________

Schedule 4

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Conditions Precedent

1.Seller's obligation to sell the Engine hereunder is subject to the following conditions precedent:

1.1 Representations and warranties: Each of the representations and warranties to be made by Buyer on the Delivery Date pursuant to this Agreement shall be true and correct in all material respects at such time.

1.2 Buyer documents: Receipt by Seller of a certificate signed by a duly authorised officer of Buyer attaching copies, certified as being true, complete and unamended copies of the following documents, or certifying the following matters:

4.the present constitutional documents of Buyer;

5.a copy of the resolution passed by the Buyer’s Board of Managers granting authority for the purchase and authorising the execution of such documents for and on behalf of Buyer; and

6.the name(s) of the person(s) authorised to execute the documents referred to in Paragraph 1.2(b) above together with evidence of such authority and specimen signature(s) of such person(s).

1.3 Purchase Price: Receipt by Seller of the Purchase Price and any additional amount due under Clause 4.2 in accordance with the terms and conditions of this Agreement.

1.4 Taxes: Seller shall be satisfied that the arrangements in respect of Delivery do not give rise to any taxes other than taxes on its net income.

1.5 Delivery: Delivery taking place on or before the Final Delivery Date.

1.6 Corporate Approvals: Seller shall have obtained all relevant corporate approvals in respect of the transactions contemplated in the Transaction Documents

1.7 KYC: Information concerning Buyer including (i) adequate disclosure of its current financial condition and (ii) as may be required to satisfy the “know your customer” and “anti-money laundering” requirements of Seller.

1.8 Insurance Certificate: Receipt by Seller of an insurance certificate in compliance with Clause 8.2 of this Agreement.

2. Buyer's obligation to buy the Engine hereunder is subject to the following conditions precedent:

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2.1 Delivery: Delivery taking place on or before the Final Delivery Date.

2.2 Representations and warranties: Each of the representations and warranties to be made by Seller on the Delivery Date pursuant to this Agreement being true and correct in all material respects.

2.4 Records: Seller shall have delivered to Buyer all current and historical records pertaining to the Engine.

2.5 Condition: Buyer being satisfied that on the Delivery Date the Engine and Engine Technical Records are in accordance with the specification set out in Schedule 1 (Description of Engine).

2.6 Taxes: Buyer being satisfied that the arrangements in respect of Delivery do not give rise to any taxes other than taxes on its net income.

2.8 Bill of Sale: Buyer having received a signed and undated Bill of Sale in respect of the Engine held in escrow to the order of Seller.

2.9 Inspection: Satisfactory inspection of the Engine and the Engine Technical Records by Buyer.

2.10 AAAA: Agreement upon the final terms of the AAAA, and receipt by Buyer of a fully-executed AAAA in the form and substance agreed to by the parties.

2.11 Seller documents: Receipt by Buyer of a certificate of the Corporation Secretary of Seller confirming that Seller is duly authorised to enter into the Transaction Documents to which it is a party and that Seller’s signatory is duly authorised to execute on behalf of Seller the Transaction Documents to which Seller is a party.

2.12 Corporate Approvals: Buyer shall have obtained all relevant corporate approvals in respect of the transactions contemplated in the Transaction Documents.

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Bill of Sale

ENGINE LEASE FINANCE CORPORATION (“Seller”) a company organised and existing under the laws of the State of Nevada, United States of America with its principal place of business at Building 156, Shannon Free Zone, Shannon, Co. Clare, Ireland is the owner of the full legal and beneficial title to the following described engine:

1.one used IAE V2530-A5 aircraft engine bearing Manufacturer's serial number V10150 manufactured by IAE International Aero Engines AG;

2.all appliances, accessories and other items of equipment which are connected, or may be installed in, attached to or used in connection with the engine; and

3.all parts, records, logs, technical data and other materials and documents relating to such engine in the possession of the Seller,

(together the "Engine").

For and in consideration of the payment of the Purchase Price under an engine purchase agreement dated 26 March 2021 (the "Engine Purchase Agreement") made between Seller and Contrail Aviation Leasing, LLC. ("Buyer"), Seller hereby this 30th day of March 2021 grants, conveys, transfers, bargains and sells, delivers and sets over, all of Seller's right, title and interest in and to the Engine unto Buyer.

This Bill of Sale is governed by the laws of the State of New York.

In witness whereof, Seller has caused this instrument to be executed by its duly authorised officer this 30th day of March 2021.

ENGINE LEASE FINANCE CORPORATION

By: /s/ Richard Hough

Name: Richard Hough

Title: EVP & Chief Technical Officer

Acceptance Certificate

1. Contrail Aviation Leasing, LLC. ("Buyer") hereby acknowledges that on 30 March 2021, at 0126 hours (GMT) at Macau Intl. Airport it accepted delivery of one used IAE V2530-A5 aircraft engine bearing manufacturer's serial number V10150 manufactured by IAE International Aero Engines AG (the “Engine”) pursuant to the terms of an engine purchase agreement dated 26 March 2021, made between Buyer and Engine Lease Finance Corporation.

2. Buyer confirms that it has accepted delivery of the Engine in "as is where is" condition.

Dated 30 March 2021

SIGNED by

for and on behalf of

Contrail Aviation Leasing, LLC.

/s/ Joseph G. Kuhn

Joseph G. Kuhn, CEO


CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
ENGINE LEASE FINANCE CORPORATION AS EXISTING LESSOR COMPANHIA DE TRANSPORTES AEREOS AIR MACAU, SARL AS LESSEE CONTRAIL AVIATION LEASING, LLC AS NEW LESSOR
			ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT IN RESPECT OF ONE (1) iae v2530 AIRCRAFT ENGINE BEARING MANUFACTURER'S SERIAL NUMBER v10150


Contents
Clause			Page

1.Definitions and Interpretation 1

2. Assignment, Assumption and Amendment 3

3. Undertakings and Factual Confirmations 5

4. Representations and Warranties 7

5. Payments 7

6. Miscellaneous 8

Schedule 1 The Lease 12

Schedule 2 Conditions Precedent 13

Schedule 3 Amendments to the Lease 17

Schedule 4 Form of Effective Time Notice 19

THIS ENGINE LEASE ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this "Agreement") is made on the 30th day of March, 2021

BETWEEN:

a.ENGINE LEASE FINANCE CORPORATION, a corporation organised and existing under the laws of the State of Nevada, United States of America with its principal place of business at Building 156, Shannon Free Zone, Shannon, County Clare, Ireland (the "Existing Lessor");

b.COMPANHIA DE TRANSPORTES AEREOS AIR MACAU, SARL, a corporation organised and existing under the laws of Macau with its principal place of business at Alameda Dr. Carlos D1Assumpcao n. 398, Edificio CNAC, 13-18 andares, Macau (the "Lessee"); and

c.CONTRAIL AVIATION LEASING, LLC, a limited liability company organised and existing under the laws of Wisconsin with its principal place of business at 435 Investment Court, Verona, Wisconsin 53593, United States of America (the "New Lessor").

BACKGROUND

1.Pursuant to the Lease, the Existing Lessor leases the Engine to the Lessee on the terms and subject to the conditions contained in the Lease.

2.By a sale and purchase agreement dated on or about the date of this Agreement (the "Sale Agreement") between the Existing Lessor and the New Lessor, the Existing Lessor has agreed to sell the Engine to the New Lessor on the terms and conditions set out in the Sale Agreement.

3.For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged:

i.the parties have agreed that with effect from the Effective Time the Existing Lessor shall assign to the New Lessor and the New Lessor shall assume the rights, liabilities and obligations of "Lessor" under the Lease, and that the Existing Lessor shall be released from its liabilities and obligations under the Lease, in each case, on the terms and conditions set out below; and

ii.the Existing Lessor, the New Lessor and the Lessee have agreed to enter into this Agreement for the purposes of giving effect to the assignment and assumption of the Lease and to amend and modify the Lease to reflect the foregoing.

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NOW IT IS HEREBY AGREED as follows:

1.Definitions and Interpretation

A.Words and expressions defined in the Lease shall bear the same respective meanings in this Agreement (including the Recitals hereto) unless otherwise defined herein or the context otherwise indicates or requires.

In addition, in this Agreement the following expressions shall have the following meanings:

“Assigned Lease” means the Lease as assigned, assumed and amended by this Agreement.

"Engine" means one (1) IAE V2530 aircraft engine with manufacturer's serial number V10150 as such engine is more particularly described in the Lease.

"Certificate of Acceptance" means the Estoppel And Acceptance Certificate dated 18 December, 1995 relating to the Engine delivered pursuant to the Lease Agreement by the Lessee to the Prior Lessor.

"Effective Time" means the time set forth in the Effective Time Notice.

"Effective Time Notice" means a notice substantially in the form of Schedule 4 (Form of Effective Time Notice), signed by the Lessee, the Existing Lessor and the New Lessor.

"Existing Lessor Indemnitee" means each "Indemnitee" as defined in the Lease immediately prior to the Effective Time.

"Lease" collectively means the Lease Agreement, and all related supplements, amendments, and other agreements and instruments which are more particularly described in Schedule 1 (The Lease).

"Lease Agreement" means the Spare Engine Lease Agreement dated as of June 20, 1995 between the Prior Lessor and the Lessee.

“Prior Lessor” means International Lease Finance Corporation.

"Transaction Documents" means, together, each of this Agreement, the Effective Time Notice and any and all notices, acknowledgements and consents required to be executed in connection with the foregoing.

B.In this Agreement, unless the contrary intention is stated, a reference to:

a.each of the “Prior Lessor”, the "Existing Lessor", the "New Lessor", the "Lessee" or any other person includes, without prejudice to the provisions of this Agreement restricting transfer or assignment, any successor or permitted assignee or transferee;

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

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c.any document (other than the Lease Agreement and the Lease) shall include that document and all exhibits, schedules and attachments, as amended, novated, assigned or supplemented in accordance with the provisions thereof;

d.a Clause or a Schedule is, unless otherwise specified, a reference to a Clause of or a Schedule to this Agreement; and

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

2.ASSIGNMENT, ASSUMPTION AND AMENDMENT

A.With effect from the Effective Time and subject, where applicable, to the arrangements set forth in Clause 5.2:

a.the Existing Lessor assigns to the New Lessor, and the New Lessor agrees to assume, the rights, obligations, duties and liabilities of the “Lessor” under the Lease arising from and including the Effective Time (but, for the avoidance of doubt, not the obligations, duties or liabilities required to be performed, or the rights arising in, or relating to, the period prior to the Effective Time which shall remain the obligations, duties or liabilities of the Existing Lessor);

b.the Existing Lessor agrees that the Lessee has no further obligations, duties and liabilities to the Existing Lessor under the Lease (as a consequence of the assignment effected by Clause 2.1.1), and the Existing Lessor agrees that it has no further rights against the Lessee under the Lease, in each case insofar as the same are attributable to the period commencing at, or any event or circumstance occurring after, the Effective Time (but, for the avoidance of doubt, not the obligations, duties or liabilities required to be performed in, or relating to, the period prior to the Effective Time);

c.the Lessee releases the Existing Lessor from the Existing Lessor’s obligations, duties and liabilities to the Lessee under the Lease, and the Lessee agrees that it has no further rights against the Existing Lessor under the Lease, in each case insofar as the same are attributable to the period commencing at, or any event or circumstance occurring after the Effective Time (but, for the avoidance of doubt, not the obligations, duties or liabilities required to be performed in, or relating to, the period prior to the Effective Time);

d.the Lessee consents to and accepts the assignment to and assumption by the New Lessor of the rights, obligations, duties and liabilities of "Lessor" under the Lease and the New Lessor's agreement to perform the obligations of the "Lessor" under the Lease (but, for the avoidance of doubt, not the obligations, duties or liabilities required to be performed, or the rights arising, in, or relating to, the period prior to the Effective Time);

e.the Lessee agrees that it will not assert against the New Lessor any claim or defence arising from circumstances occurring prior to the Effective Time, which it may have or have had against the Existing Lessor under the Lease prior to the Effective Time;

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f.the Lessee acknowledges that its covenants, obligations, undertakings, duties and liabilities under the Lease arising from and including the Effective Time are owed to the New Lessor, and agrees with the New Lessor to assume, observe and perform the covenants, obligations, undertakings, duties and liabilities of the Lessee under the Lease arising from and including the Effective Time in favour of and for the benefit of the New Lessor;

g.the Lessee and the Existing Lessor agree that the Existing Lessor and the Lessee shall have the same rights and remedies against each other as each would have had under the Lease in respect of any losses, liabilities or claims suffered or incurred or brought against or payments due to each other in respect of or attributable to the period prior to the Effective Time as if the Existing Lessor had remained the "Lessor" under the Lease and this Agreement had not been executed and the New Lessor shall not have any liability for any such losses, liabilities or claims nor shall the Lessee exercise any set off or counterclaim against the New Lessor in respect of any such losses, liabilities or claims; and

h.the Assigned Lease is amended in accordance with Schedule 3 (Amendments to the Lease).

Each of the events set out in this Clause 2.1 is conditional upon the occurrence of the others and shall occur simultaneously.

B.The Lessee acknowledges that the Engine was delivered to the Lessee under the Lease on 18 December, 1995 (the "Delivery Date") and that the New Lessor may rely on the Certificate of Acceptance issued by Lessee to the Prior Lessor on the Delivery Date as though it had been issued to the New Lessor. It is hereby acknowledged by all parties hereto that no further physical delivery of the Engine by the New Lessor to the Lessee is required or contemplated as a result of this Agreement.

3.Undertakings and Factual Confirmations

A.Effective Time Notice

Each of the parties hereto shall provide confirmation to the other parties hereto immediately upon satisfaction or waiver or deferral of each of the conditions precedent expressed to be for the benefit of such party in Schedule 2 (Conditions Precedent). Immediately thereupon, each of the parties hereto unconditionally and irrevocably agrees to sign and deliver to each of the other parties hereto the Effective Time Notice at the same time as (and subject to) the sale of the Engine to the New Lessor is completed pursuant to the terms of the Sale Agreement.

B.Quiet Enjoyment

The New Lessor acknowledges that, so long as no Default has occurred and is continuing under the Assigned Lease, the New Lessor will not interfere with the Lessee’s quiet, peaceful use and enjoyment of the Engine.

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C.Costs and Expenses

The Existing Lessor and the New Lessor shall each promptly reimburse to the Lessee [ ]percent ([ ]%) of its reasonable out-of-pocket expenses (including, without limitation, Lessee’s internal and external legal expenses) actually incurred in connection with the assignment and assumption contemplated by this Agreement in accordance with Article 24.4 of the Assigned Lease, provided that such expenses are substantiated to the reasonable satisfaction of the Existing Lessor and the New Lessor.

In addition, no later than five (5) Business Days after the date of the Effective Time Notice, the Existing Lessor and the New Lessor shall each pay to the Lessee [ ]percent ([ ]%) of the agreed novation fee of US$[ ].

D.Nameplates

The Lessee agrees that it shall, as soon as reasonably practicable but in any case no later than ninety (90) days after the Effective Time, replace the fireproof plates currently on the Engine with those bearing the text set out below (and the New Lessor and the Lessee agree that with effect from the Effective Time the text for the plates specified in Article 15 of the Lease Agreement shall be deleted and replaced with the text set out below):

"This Engine is owned by Contrail Aviation Leasing, LLC".

E.Liability Insurance

The Lessee agrees to maintain liability insurance for the benefit of each Existing Lessor Indemnitee, naming each Existing Lessor Indemnitee as an additional insured for the period commencing at the Effective Time and ending on the third anniversary of the Effective Time, as set forth in Article 24.2 of the Lease Agreement.

F.Post-Assignment Undertakings

If requested by the New Lessor, the Lessee shall provide to the New Lessor a copy of the current on-wing and shop maintenance program in relation to the Engine.

G.Factual confirmations

a.The Lessee confirms to the New Lessor on the date hereof and at the Effective Time (but, in respect of the Effective Time, subject to any qualifications noted in the Effective Time Notice):

a.no Default has occurred and is continuing under the Lease; and

b.no Total Loss with respect to the Engine has occurred.

b.The Lessee and the Existing Lessor confirm to the New Lessor that the documentation listed in Schedule 1 (The Lease) hereto constitutes the entire agreement between the Lessee and the Existing Lessor in relation to the leasing of the Engine which will continue in effect following the Effective Time and there have been no amendments, consents, waivers or modifications entered into

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with respect to such documentation which will continue to have effect following the Effective Time.

H.Engine location

The Lessee shall give the Existing Lessor and the New Lessor reasonable advance notice of the expected whereabouts of the Engine on request and confirm to the Existing Lessor and the New Lessor the location of the Engine immediately prior to transfer of legal title to the Engine by the Existing Lessor to the New Lessor at the Effective Time.

4.Representations and Warranties

A.Each party to this Agreement hereby represents and warrants to the others on the date of this Agreement and at the Effective Time (each in relation to itself only) that:

a.it duly exists under the laws of its jurisdiction of incorporation/organisation;

b.it has the capacity and power to enter into and perform this Agreement and the other Transaction Documents to which it is a party and has duly authorised and executed this Agreement and other Transaction Documents to which it is a party after completion of all necessary corporate and/or governmental action;

c.its obligations under this Agreement are valid, binding and enforceable against it (except as may be limited by applicable bankruptcy and similar laws affecting creditors' rights generally or general principles of equity); and

d.entering into and the performing its obligations under this Agreement does not conflict with, and will not result in default under, any document binding upon it or any of its assets.

B.The Existing Lessor and the Lessee represent and warrant the following as of the date hereof and as of the Effective Time:

a. the Lease is in full force and effect and the parties have not made or consented to any amendment, modification or supplement thereto except as set forth in Schedule 1 to this Agreement;

the Lessee is not in default or in breach of the Lease and the Existing Lessor does not have any claims against the Lessee arising out of or relating to the Lease;

b. the Existing Lessor is not in default under the Lease, and the Lessee does not have any claims against the Existing Lessor arising out of or related to the Lease;

c. the Lessee has met all its monetary obligations owing under the Lease through the date hereof;

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d. there are no offsets or credits against any rent or other monetary obligations owing under the Lease;

e. the Lessee has made no advance payment of Rent under the Lease;

f. No Total Loss or Termination Date or event that, with notice or the passage of time, would be a Total Loss or cause a Termination Date, has occurred with respect to the Engine or the Lease;

g. the Lessee has not entered into any sublease, assignment or pooling arrangements, or any engine co-operation agreements in respect of the Engine or the Lease and the Existing Lessor has not consented to any subleasing, assignment or pooling of the Engine;

h. the Engine is not being and has not been utilized at a thrust rating greater than that specified in Exhibit A to the Lease;

i. the Lessee, but not the Existing Lessor, represents that all filings required by the Aviation Authority in connection with the Lease have been made;

j. the Lessee, but not the Existing Lessor, represents that there are no suits, arbitrations or other proceedings pending or threatened against the Lessee before any court or administrative agency against or affecting the Lessee which, if adversely determined would have a material adverse effect on the financial condition or business of the Lessee or its ability to perform under the Lease;

k. the Lessee, but not the Existing Lessor, represents that the Lessee is not in default under any agreement to which it is a party or by which it may be bound which would have a material adverse effect on its business, assets or condition and no material litigation or administrative proceedings before any Government Entity is presently pending or to the knowledge of the Lessee threatened against it or its assets which would have a material adverse effect on the business, assets or condition (financial or otherwise) of the Lessee;

l. the Lessee, but not the Existing Lessor, represents that at the time of execution of this Agreement, the financial statements provided to the Existing Lessor pursuant to Article 22 of the Lease fairly present the financial condition of the Lessee;

m. the Lessee, but not the Existing Lessor, represents that the Lessee holds all licenses, certificates and permits from applicable Government Entities in Macau necessary for the conduct of its business as a certificated air carrier and performance of its obligations under the Lease. The Lessee will advise the new Lessor promptly in the event any such license, certificates or permits are cancelled, terminated, revoked or not renewed. The Engine and the Lease are currently registered with the Aviation Authority in the name of the Existing Lessor as owner.

n. The Lessee, but not the Existing Lessor, represents that, as of the date of execution of this Agreement there are no present restrictions on the Lessee

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making the payments required by the Lease under the laws of Macau and the Lessee will not be required to deduct any withholding or other Tax from any payment it may make under the Lease. If at any time any such restrictions may be applicable, the Lessee, to the extent permitted by Law, will obtain all certificates, licenses, permits, exemptions and other authorisations which are from time to time required for the making of the payments required by the Lease on the dates and in the amounts and currency which are stipulated in the Lease and will maintain the same in full force and effect for so long as the same will be required.

o. The Existing Lessor, but not the Lessee, represents that it has provided New Lessor with true, correct and complete copies of the Lease documents described in Schedule 1 to this Agreement.

5.Payments

A.Rent

a.To the extent that the Existing Lessor has received (or, on the next scheduled date for payment of Rent, does receive) from the Lessee any amount of Rent payable by the Lessee pursuant to the Lease that is referable to any period after the Effective Time, the Existing Lessor shall arrange for such Rent to be paid to the New Lessor at or as soon as reasonably practicable after the Effective Time and such payment shall discharge pro tanto and without penalty the Lessee's obligation to pay the New Lessor for the relevant period.

b.To the extent that the New Lessor has received (or, on the next scheduled date for payment of Rent, does receive) from the Lessee any amount of Rent payable by Lessee pursuant to the Lease that is referable to any period prior to the Effective Time, the New Lessor shall arrange for such Rent to be paid to the Existing Lessor as soon as reasonably practicable after the Effective Time and such payment shall discharge pro tanto and without penalty the Lessee's obligation to pay the Existing Lessor for the relevant period.

B.Security Deposit, Supplemental Rent and other Lessor contributions

With effect from the Effective Time, the current balance of the Security Deposit and the Reserves (in each case in the amounts set forth in the Effective Time Notice) shall be transferred in full to the New Lessor. Each party hereto agrees that with effect from the Effective Time, any claim by the Lessee for reimbursement of the Security Deposit or payment of any reimbursement from the Reserves pursuant to clause 13 of the Assigned Lease, as amended from time to time hereafter, shall be made only against the New Lessor, and the New Lessor hereby expressly confirms that it shall assume such obligations with effect from the Effective Time.

6.Miscellaneous

A.Variation

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The terms of this Agreement shall not be varied otherwise than by an agreement in writing duly executed by or on behalf of all the parties; provided that following the Effective Time and the issuance of the Effective Time Notice, the New Lessor and the Lessee shall be entitled to amend, modify or vary the terms of the Assigned Lease and any side letters, warranty agreements or any other ancillary documents relating to the Assigned Lease or the Engine after the Effective Time without reference to or the signature of the Existing Lessor.

B.Notices

Every notice, request, direction or other communication under this Agreement shall be made in accordance with Article 26 (Notices) of the Assigned Lease and shall be sent:

to the New Lessor at:

Contrail Aviation Leasing, LLC

435 Investment Court

Verona, Wisconsin 53593

United States of America

Email: joe@contrail.com

Fax No.: +1 608 848-8101

Attention: President

to the Existing Lessor at:

Engine Lease Finance Corporation

Building 156

Shannon Free Zone

Shannon

County Clare, Ireland

Email: james.alderson@elfc.com

Fax No.: + 353 61 361785

Attention: Corporation Secretary

to the Lessee at:

Air Macau Company Limited

Air Macau Operation Building

Avenida do Aeroporto

Taipa

Macau

Email: kongwenxin@airmacau.com.mo

Fax No.: 011-853-8898-4280

Attention: Manager of engine control center

or to such other places and numbers as each party may direct in writing to the other parties.

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C.Governing Law and Jurisdiction

a.This Agreement shall be governed by and interpreted in accordance with the laws of the State of California.

b.The parties hereto agree that all disputes, controversies, claims, actions and other proceedings involving, directly or indirectly, any matter in any way arising out of, related to, or connected with, this Agreement, any Transaction Document or any contemplated transactions related hereto or thereto, shall be brought exclusively in a state court of the State of California, located in Los Angeles, California, or in a federal court of the United States of America sitting in Los Angeles, California; provided that nothing in this Agreement shall be deemed to operate to preclude any party to this Agreement from bringing suit or taking other legal action in any other jurisdiction to enforce a judgment or other court order in favour of such party. Each party to this Agreement (i) expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, (ii) hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court, (iii) agrees that it shall not file any motion or other application seeking to change the venue of any such suit or other action, and (iv) hereby waives personal service of any summons, complaints, and other process issued in any such action or suit and agrees that service of any such summons, complaints, and other process may be effected in accordance with Clause 6.2.

D.Assignment and Transfer

a.This Agreement will be binding upon and inure to the benefit of each party hereto and its successors and permitted assigns and transferees.

b.No party may assign or transfer any of its rights or obligations under this Agreement (and any purported assignment or transfer in breach of this Clause 6.4.2 shall be void ab initio), except that the New Lessor may, without the consent of the other parties, assign or transfer its rights and obligations under this Agreement in connection with an assignment or transfer of its rights or obligations under the Assigned Lease which is permitted in accordance with the terms thereof.

E.Third Parties

a.A person who is not a party to this Agreement may not enforce any of its terms, save for the Indemnitees (as defined in the Lease (up to the Effective Time) or the Assigned Lease (from the Effective Time)), each Existing Lessor Indemnitee and their respective successors and assigns and transferees in relation to the rights to be named as additional assured in accordance with any of the Lease, the Assigned Lease and this Agreement.

b.The consent of any third party is not required for any variation or termination of this Agreement.

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F.Counterparts

This Agreement may be executed in two or more counterparts, each of which will be an original, but all of which will constitute but one and the same instrument.

G.Delivery of documents by fax and email

a.This Agreement may be executed in two or more counterparts including facsimile or other electronic transmission thereof (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile or other electronic mail transmission shall be effective as delivery of a manually executed counterpart hereof.

b.Each party hereto agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Delivery of a copy of this Agreement or any other document contemplated hereby bearing an original or electronic signature by facsimile transmission (whether directly from one facsimile device to another by means of a dial-up connection or whether mediated by the worldwide web), by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original or electronic signature.

H.Further Assurances/Modifications

a.Each party hereto agrees that it shall, at any time and from time to time (and in the case of the Lessee, at no cost to itself), promptly and duly execute and deliver any and all such further instruments and documents and take such further action as may be reasonably required in order to obtain the full benefits of this Agreement and to implement the rights and powers herein granted.

b.This Agreement may not be amended or modified except by a written agreement signed by the Existing Lessor, the Lessee and the New Lessor provided that after the Effective Time the New Lessor and the Lessee may agree to amend the Assigned Lease without the consent of the Existing Lessor.

I.Confidentiality

The parties hereto shall keep the provisions of this Agreement confidential and not disclose them to any other party save:

a.in connection with and to the extent necessary for the entering into of this Agreement or the performance by such party of its obligations hereunder:

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I.to any officer, employee or contractor of such disclosing party;

II.to a party’s affiliate companies;

III.to any professional adviser appointed by such party to advise on such performance; and

b.as required by law; and

c.to any relevant regulatory body whether or not the requirement under which the disclosure is made has the force of law,

provided that, in the case of Clause 6.9.1, such parties agree to be bound by the terms of this Clause 6.9 (for which the disclosing party shall be responsible).

IN WITNESS WHEREOF the parties hereto have executed and delivered this Agreement on the date first above written.

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EXECUTION PAGE – ENGINE LEASE ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT MSN V10150

SIGNED

by /s/ Richard Hough

ENGINE LEASE FINANCE CORPORATION

Name: Richard Hough

Title: EVP & Chief Technical Officer

SIGNED

by /s/ Chen Hong

COMPANHIA DE TRANSPORTES AEREOS AIR MACAU, SARL

Name: Chen Hong

Title: CEO

SIGNED

by /s/ Joseph G. Kuhn

CONTRAIL AVIATION LEASING, LLC

Name: Joseph G. Kuhn

Title: CEO

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Schedule 1.

The Lease

i.Spare Engine Lease Agreement dated as of June 20, 1995 between the Prior Lessor and the Lessee.

ii.Estoppel and Acceptance Certificate dated December 18, 1995 from the Lessee to the Prior Lessor.

iii.Amendment Number One to Spare Engine Lease Agreement dated as of September 28, 1995 between Lessee and Prior Lessor.

iv.Amendment #2 to Spare Engine Lease Agreement dated as of January 31, 2002 between Lessee and Prior Lessor.

v.Assignment and Assumption Agreement dated as of 23 December, 2002 between Prior Lessor, Existing Lessor and Lessee.

vi.Amendment Agreement No. 3 to Spare Engine Lease Agreement dated 19 July, 2012 between Lessee and Existing Lessor.

vii.Extension And Amendment Agreement No. 4 to Spare Engine Lease Agreement dated 31 January, 2018 between Lessee and Existing Lessor.

Schedule 2.

Conditions Precedent

i.New Lessor Conditions Precedent

It shall be a condition precedent for the New Lessor to the occurrence of the Effective Time that each of the following have been satisfied (or waived or deferred by the New Lessor):

i.on or before the Effective Time, the New Lessor will have received the following in form and substance reasonably satisfactory to it:

a.copies of the certificate of insurance and broker's undertaking relating to the insurances in compliance with the provisions of the Assigned Lease and this Agreement;

b.a certificate from a duly authorised officer of the Lessee and the Existing Lessor:

A.attaching in respect of each of the Lessee and the Existing Lessor copies of:

(a)its constitutional documents;

(b)all necessary corporate authorisations approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party;

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(c)the powers of attorney (if any) required by such entity to authorise the execution and performance of the Transaction Documents and any other agreements or instruments to which it is a party; and

(d)the specimen signature of each person authorised pursuant to the above; and

1.certifying that the documents referred to in paragraph (A) above are true, correct and up-to-date copies.

c.copies of each of the Transaction Documents duly executed by each of the parties thereto;

d.A replacement power of attorney in favour of the New Lessor, such power of attorney being substantially in the same form and substance as the power of attorney set out in Exhibit D to the Lease; and

e.The Lessee will provide to the New Lessor a No Incident or Accident Letter in the same form and substance as the No Incident or Accident Letter set out in Exhibit C to the Assignment and Assumption Agreement dated as of 23 December, 2002 between Prior Lessor, Existing Lessor and Lessee; and

ii.each of the representations of the Lessee and the Existing Lessor set forth herein shall be true and accurate by reference to the facts and circumstances then existing.

The conditions precedent specified in this paragraph 1 of Schedule 2 above have been inserted for the benefit solely of New Lessor and may be waived, deferred or extended in writing in whole or in part and with or without conditions.

ii.Lessee Conditions Precedent

It shall be a condition precedent for the Lessee to the occurrence of the Effective Time that each of the following have been satisfied (or waived or deferred by the Lessee):

iii.on or before the Effective Time, the Lessee will have received the following in form and substance reasonably satisfactory to it:

f.a certificate from a duly authorised officer of the New Lessor and the Existing Lessor:

2.attaching in respect of each of the New Lessor and the Existing Lessor copies of:

(a)its constitutional documents;

(b)all necessary corporate authorisations approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party;

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(c)the powers of attorney (if any) required by such entity to authorise the execution and performance of the Transaction Documents and any other agreements or instruments to which it is a party; and

(d)the specimen signature of each person authorised pursuant to the above; and

3.certifying that the documents referred to in paragraph (A) above are true, correct and up-to-date copies; and

g.copies of each of the Transaction Documents duly executed by each of the parties thereto; and

iv.each of the representations of the New Lessor and the Existing Lessor set forth herein shall be true and accurate by reference to the facts and circumstances then existing; and

v.the sale and purchase of the Engine shall have occurred (or is scheduled to occur at the Effective Time) pursuant to the Sale Agreement.

The conditions precedent specified in this paragraph 2 of Schedule 2 above have been inserted for the benefit solely of the Lessee and may be waived, deferred or extended in writing in whole or in part and with or without conditions.

iii.Existing Lessor Conditions Precedent

It shall be a condition precedent for the Existing Lessor to the occurrence of the Effective Time that each of the following have been satisfied (or waived or deferred by the Existing Lessor):

vi.on or before the Effective Time, the Existing Lessor will have received the following in form and substance reasonably satisfactory to the Existing Lessor:

h.copy of the certificate of insurance and brokers' undertaking relating to the insurances in compliance with the provisions of the Lease and this Agreement; and

i.a certificate from a duly authorised officer of the Lessee and the New Lessor:

4.attaching in respect of each of the Lessee and the New Lessor copies of:

(a)its constitutional documents;

(b)all necessary corporate authorisations approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party;

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(c)the powers of attorney (if any) required by such entity to authorise the execution and performance of the Transaction Documents and any other agreements or instruments to which it is a party; and

(d)the specimen signature of each person authorised pursuant to the above; and

5.certifying that the documents referred to in paragraph (A) above are true, correct and up-to-date copies.

j.copies of each of the Transaction Documents duly executed by each of the parties thereto;

vii.each of the representations of the New Lessor and the Lessee set forth herein shall be true and accurate by reference to the facts and circumstances then existing;

viii.the sale and purchase of the Engine shall have occurred (or is scheduled to occur at the Effective Time) pursuant to the Sale Agreement.

The conditions precedent specified in this paragraph 3 of Schedule 2 above have been inserted for the benefit solely of the Existing Lessor and may be waived, deferred or extended in writing in whole or in part and with or without conditions.

Schedule 3.

Amendments to the Lease

It is hereby agreed that from and after the Effective Time, the Lease as assigned and assumed pursuant to Clause 2.1 of this Agreement shall be amended as set out in this Schedule 3.

A.GENERAL

a.All references in the Lease Agreement to "the Lease", "this Lease", "the Agreement" or "this Agreement" shall be references to the Lease Agreement as assigned, assumed and amended by this Agreement.

b.All references in the Lease to "Lessor" or to Engine Lease Finance Corporation shall refer to the New Lessor in place of the Existing Lessor.

B.AMENDMENTS TO THE LEASE AGREEMENT

From and after the Effective Time, the Lease Agreement as assigned and assumed pursuant to Clause 2.1 of this Agreement is amended as follows:

a.Bank Account Details

Section 1.11 of the Lease Agreement, the definition of “Lessor’s Bank” and the bank account details in Article 5.5 (Payments) of the Lease Agreement shall be deleted and

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replaced with the following and any intermediate notification of any other bank account for payments to the “Lessor” under the Lease is terminated and shall be of no effect:


Account Bank:			Old National Bank N.A. 1 Main Street Evansville IN 47708 USA
Swift:			[ ]
ABA#:			[ ]
Account#:			[ ]
SWIFT:			[ ]
Account Beneficiary:			Contrail Aviation Support, LLC

b.Notice Details

In Article 26 (Notices) of the Lease Agreement, all references to “telex” shall be replaced by references to “email” and the Lessor's contact details shall be deleted and replaced by the following:

Contrail Aviation Leasing, LLC

435 Investment Court

Verona, Wisconsin 53593

United States of America

Email: joe@contrail.com

Fax No.: +1 608 848-8101

Attention: President

c.Amendments to Definitions

Clause 2 (Definitions) of the Lease Agreement shall be amended as follows:

i.The definition of "Indemnitees" shall be deleted and replaced by the following:

"Indemnitees means the New Lessor, Lessor’s Lender and each of their successors and assigns, subsidiaries, affiliates, contractors, directors, officers, agents and employees."

d.Amendment to Exhibit Reference

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In Article 24.2 (Sale or Assignment by LESSOR) of the Lease Agreement, the reference to “Exhibit C” shall be replaced by “Exhibit B”.

e.Notice of Lessor’s Lender

Pursuant to Article 24.3 of the Lease Agreement, New Lessor hereby provides notice to Lessee that as of the date of this Agreement, the Lessor’s Lender as referred to in the Lease Agreement shall be Old National Bank, N.A.

Schedule 4.

Form of Effective Time Notice

Date: __________________

Assignment, Assumption and Amendment Agreement dated _____________, 2021 between Contrail Aviation Leasing, LLC, as new lessor (the "New Lessor"), Engine Lease Finance Corporation, as existing lessor (the "Existing Lessor") and Companhia De Transportes Aereos Air Macau, SARL, as lessee (the "Lessee") (the "Assignment and Assumption Agreement"), in respect of a Spare Engine Lease Agreement dated as of June 20, 1995 as amended, assigned and assumed from time to time and currently subsisting between the Existing Lessor and the Lessee relating to one (1) IAE V2530 engine bearing manufacturer's serial number V10150.

We refer to the Assignment and Assumption Agreement. Terms used herein and not otherwise defined will, unless the context otherwise requires, have the respective meanings ascribed thereto in the Assignment and Assumption Agreement including by reference to another document.

Each of the Existing Lessor, the New Lessor and the Lessee hereby confirms satisfactory receipt or waiver, as the case may be, of its respective conditions precedent set out in Schedule 2 of the Assignment and Assumption Agreement and accordingly that for all purposes of the Assignment and Assumption Agreement the Effective Time is ____________ (______________ time) this ____ day of ___________ 2021 whilst the Engine was installed on the A320-232 airframe with manufacturer’s serial number 04179 and registration mark B-MBC (the “Airframe”) located at Macau International Airport and that the assignment, assumption and amendment contemplated by the Assignment and Assumption Agreement have occurred.

At the Effective Time:

the Lessee confirms that the Engine is installed on the A320-232 airframe with manufacturer’s serial number 04179 and registration mark B-MBC located at Macau International Airport;

a.all parties agree and acknowledge that:

i.the Rent payable under the Assigned Lease, payable monthly in advance in accordance therewith, is US$[ ];

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ii.the Deposit amount is US$[ ] and is held in cash;

iii.the Hourly Reserves and LLP Reserves rates and balances as of the Effective Time are:

Hourly Reserves rate: $[ ]

Total Amount held in Hourly Reserves: $[ ]1

Total Amount held in LLP Reserves: $[ ]; and

iv.[insert details of any pending claim for payment of a contribution from Hourly Reserves or LLP Reserves or any other lessor contribution (e.g. AD Cost Sharing) which have been submitted to Existing Lessor and which await payment at the Effective Time]2.

This notice may be signed in one or more counterparts.

This notice and any obligations hereunder will be governed by and construed in accordance with the laws of the State of California.

1 As of 04/12/20. To be updated as of Effective Time.

2 None as of 04/12/20. To be updated as of Effective Time.

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SIGNATURE PAGE - EFFECTIVE TIME NOTICE (MSN V10150)

ENGINE LEASE FINANCE CORPORATION

By: _________________________________________________

Name:

Title:

CONTRAIL AVIATION LEASING, LLC

By: _________________________________________________

Name:

Title:

COMPANHIA DE TRANSPORTES AEREOS AIR MACAU, SARL

By: _________________________________________________

Name:

Title:

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