Exhibit 10.1

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.

DATED AS OF JUNE 21, 2019

SAPPHIRE FINANCE I HOLDING DESIGNATED ACTIVITY COMPANY

as Seller

CONTRAIL AVIATION LEASING, LLC ,

as the buyer of the beneficial interest in the trust that owns MSN 30241

CONTRAIL AVIATION SUPPORT, LLC

as Buyer Guarantor

AIRCRAFT ASSET SALE AND PURCHASE AGREEMENT

relating to the sale of

the beneficial interest in the trust holding title to

one (1) Boeing B737-700 Aircraft with Manufacturer’s Serial Number 30241

Contents

DATED AS OF JUNE 21, 2019

PARTIES

IT IS AGREED as follows

or such other account as Seller may from time to time advise to Buyer by not less than five (5) Business Days' prior written notice; and

With a copy to:

To Buyer or Buyer Guarantor at:

Wilmington Trust SP Services (Dublin) Limited Fourth

Floor,

3 George’s Dock,

IFSC, Dublin 1, D01 X5X0,

Ireland

Email:     ireland@wilmingtontrust.com With

Copy To:

Contrail Aviation Support, LLC 435 Investment Court

Verona, Wisconsin 53593

Fax: +1-808-848-8101

Attention:      Joe Kuhn

Email:             joe@contrail.com

If any provision of this Agreement becomes invalid, illegal or unenforceable under any applicable law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected.

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

Each party hereto agrees from time to time to do and perform such other and further acts and execute and deliver any and all such other instruments as may be required by law or reasonably requested in writing by any other party hereto to establish, maintain and protect the rights and remedies of the parties hereto and to carry out and effect the intent and purpose of this Agreement.

All indemnities, representations, warranties, undertakings and covenants of Seller and Buyer shall survive, and remain in full force and effect, notwithstanding the expiration or other termination or completion of this Agreement or the transactions contemplated hereby.

The Seller acknowledges and agrees that Buyer may obtain financing from third parties in order to fund its acquisition of the Asset hereunder. The Seller agrees that it shall, at no cost to itself, use reasonable efforts to co-operate with Buyer in relation to any such financing that Buyer may seek to arrange, provided that Buyer shall provide such Seller with reasonable advance written notice of any request for additional documentation.

This Agreement and the terms and conditions contained herein shall be and remain strictly privileged and confidential between Buyer, Buyer Guarantor and Seller, and shall not be discussed, revealed, disseminated or divulged to the media or general public, or to any other third party, without the express prior written consent of each other party hereto, except that:

in every case, provided that (i) the disclosing party shall inform such persons of the confidential nature of such documents and/or information; and (ii) the disclosing party shall, with respect to private parties, procure that any such persons undertake to maintain the confidentiality of any such documents and/or information disclosed in accordance with the terms of this Clause 8.14 ( Confidentiality ).

THIS AGREEMENT, AND ANY NON-CONTRACTUAL OBLIGATIONS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAW (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

The parties hereto hereby agree that the courts of the State of New York or Federal court in the Southern District of New York, in either case, located in the Borough of Manhattan (“ New York Courts ”) are to have jurisdiction to settle any disputes arising out of or relating to this Agreement or any other Transaction Document (unless expressly stated otherwise in any such Transaction Document) and any non- contractual obligations arising out of or in connection with this Agreement or any other Transaction Document. For such purposes each party hereby submits itself and its assets to the exclusive jurisdiction of the New York Courts in relation to such disputes. The parties further agree that the prevailing party in such action shall be entitled to an award of reasonable attorney fees and costs.

Each of Buyer, Buyer Guarantor and Seller:

Seller, Buyer and Buyer Guarantor irrevocably and unconditionally:

Each party hereto represents and warrants to the other parties hereto that it has not paid, agreed to pay or caused to be paid directly or indirectly in any form, any commission, percentage, contingent fee, brokerage or other similar payments of any kind, in connection with the establishment or operation of this Agreement, to any Person (other than fees payable by each party to its legal advisers, tax advisers or other professional consultants).

Each party hereto agrees to indemnify and hold the other parties hereto harmless from and against any and all claims, suits, damages, costs and expenses (including, but not limited to reasonable attorneys' fees) asserted by any agent, broker or other third party for any commission or compensation of any nature whatsoever based upon this Agreement or any Transaction Documents or the Aircraft, if such claim, suit, damage, cost or expense arises out of any breach by the indemnifying party, its employees or agents of Clause 10.1 ( No Brokers ).

[SIGNATURE PAGE FOLLOWS]

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

Sapphire Finance I Holding Designated Activity Company ,

as Seller

By:/s/ William Brennan

Name: William Brennan

Title:Director

Signature Page

Aircraft Asset Sale and Purchase Agreement

SCHEDULE 1 Aircraft and Sale/Purchase Details

Schedule 2 Lease Documents and Trust Documents

Schedule 3 Definitions

SCHEDULE 3 DEFINITIONS

“ 29922 Aircraft Asset Sale and Purchase Agreement ” means certain Aircraft Asset Sale and Purchase Agreement relating to one (1) Boeing B737-800 aircraft with manufacturer’s serial number 29922 between Sapphire Leasing I (AOE 5) Limited, as seller, Sapphire Finance I Holding Designated Activity Company, as seller guarantor, Wilmington Trust SP Services (Dublin) Limited, as buyer, and Contrail Aviation Support, LLC, as buyer guarantor.

“ Additional Insured ” means, with respect to the Asset, each person named as an “Indemnitee” under the Lease immediately prior to Delivery of the Asset.

“ Aircraft ” means the aircraft described in Schedule 1 ( Aircraft and Sale/Purchase Details ) (which term includes, where the context admits, a separate reference to all relevant Engines, Parts and Aircraft Documents).

“ Aircraft Documents ”, with respect to the Aircraft, has the meaning given to such term in the Lease applicable to the Aircraft.

“ Asset ” means the Beneficial Interest created by, and related to, the Trust Documents that are associated with the Aircraft.

“ Aviation Authority ” means the Federal Aviation Administration of the U.S. Department of Transportation.

“ Base Purchase Price ” is defined in Clause 5.1 ( Amount ).

“ Beneficial Interest ” means all of the Seller’s legal, beneficial and other right, title and interest in and to, and all of its liabilities and obligations under, the Trust Documents and the Trust Estate, excluding all of such Seller’s legal, beneficial and other right, title and interest in and to the Excluded Property.

“ Business Day ” means a day (other than a Saturday or Sunday) on which banks are open for business in Dublin and New York.

“ Buyer ” has the meaning set out in the Recitals hereto.

“ Buyer Conditions Precedent ” means the conditions set out in Schedule 4, Part 2 ( Buyer Conditions Precedent .)

“ Buyer Guarantee ” means one or more guarantees of all of Buyer's obligations under, inter alia , this Agreement and the Transfer Agreement issued by the Buyer Guarantor in favour of Seller.

“ Buyer Guarantor ” has the meaning set out in the Recitals hereto.

“ Cape Town Convention ” means the Convention on International Interests in Mobile Equipment and its Protocol on Matters Specific to Aircraft Equipment, concluded in Cape Town on 16 November 2001, subject to any declarations of a contracting state.

“ Commitment Fee ” means an amount of equal to 3% of the Base Purchase Price in respect of the Asset.

“ Delivery ” means the transfer of title to the Asset by Seller to Buyer hereunder as provided in Clause 6.1 ( Delivery ).

Schedule 3 Definitions

“ Delivery Date ” means the date, being a Business Day, on which Delivery in respect of the Asset occurs.

“ Delivery Location ” means such location as agreed between the Seller and Buyer (each acting reasonably) prior to the Delivery Date for the Asset.

“ Economic Closing Date ” means 1 May 2019.

“ Effective Time Notice ” has the meaning given to such term in each Transfer Agreement.

“ Engine Manufacturer ” means CFM International, Inc.

“ Engines ” means the engines with the make, model and serial numbers specified in Schedule 1 ( Aircraft and Sale/Purchase Details ), together with all equipment and accessories belonging to, installed in, or appurtenant to, such engines.

“ Escrow Agent ” means Bank of Utah.

“ Escrow Agreement ” means an agreement between Escrow Agent, Seller, and Buyer in form and substance reasonably acceptable to each of them, to facilitate the payment of the Net Purchase Price for the asset and the release of the related Transaction Documents.

“ Event of Default ” has the meaning, given to it in the Lease.

“ Excluded Property ” means (i) any amounts received by or payable to Lessor from Lessee as Rent under the Lease Documents that becomes due and payable at any time prior to the Economic Closing Date, (ii) any amounts (other than Rent) received by or payable to Lessor from the Lessee under the Lease Documents that becomes due and payable at any time prior to the Delivery; and (iii) any rights of the Seller and its affiliates to indemnification or liability insurance under the Lease Documents.

“ FAA Counsel ” means McAfee & Taft.

“ Final Delivery Date ” means 31 August 2019 or such later date as may be agreed between Buyer and Seller.

“ Government Entity ” means:

“ Inspection Completion Date ” means the date of the execution of this Agreement.

“ International Registry ” means the registry established pursuant to the Cape Town Convention.

“ Law ” includes (a) any statute, decree, constitution, regulation, order, judgment or other directive of any Government Entity; (b) any treaty, pact, compact or other agreement to which any Government Entity is a signatory or party; (c) any judicial or administrative interpretation or application of any Law described in (a) or (b) above; and (d) any amendment or revision of any Law described in (a), (b) or (c) above.

Schedule 3 Definitions

“ Lease ” means that certain Aircraft Lease Agreement dated as of January 14, 2009 between C.I.T. Leasing Corporation, as lessor, and MN Airlines, LLC dba Sun Country Airlines, as lessee, as amended and modified pursuant to each of the related Lease Documents specified in relation to such Asset in Schedule 2 ( Lease Documents ).

“ Lease Documents ” means, the documents listed in Schedule 2 ( Lease Documents ) and such other documents as Buyer and Seller agree in writing shall constitute a “ Lease Document ”.

“ Lessee ” means Sun Country, Inc. dba Sun Country Airlines (formerly known as MN Airlines, LLC dba Sun Country Airlines).

“ Lessor ” means Trust Company, not in its individual capacity, but solely as owner trustee pursuant to the Trust Documents related to the Asset.

“ LOI Amount ” means, an amount of equal to 1.5% of the Base Purchase Price of such Asset.

“ Losses ” means losses, liabilities, claims, proceedings, penalties, judgments, damages, costs and expenses.

“ Maintenance Reserve Claim” has, the same meaning as given to such term in the Lease.

“ Maintenance Reserves ” means, the “Maintenance Reserves” as defined therein, which Lessor is holding in cash at any time of determination and which are not subject to any claim for reimbursement to the Lessee.

“ Manufacturer ” means The Boeing Company.

“ Netting Letter ” means, the letter contemplated by Clause 5.9.1.

“ Net Purchase Price ” has the meaning given to such term in Clause 5.9.1.

“ Notice of Beneficial Interest Transfer ” means a document executed by Lessee of the Asset, the Seller and Buyer which identifies Buyer as the new beneficial owner, addresses insurance and other appropriate matters.

“ Part ” means, whether or not installed on the Aircraft, any component, furnishing or equipment (other than a complete Engine) furnished with such Aircraft on the Delivery Date.

“ Permitted Liens ” means (a) any Security Interest created by or resulting from debts, liabilities or actions of Buyer, Buyer Guarantor, or their respective subsidiaries and/or affiliates, (b) the Lease Documents and the rights conferred by the Lease Documents and (c) Security Interests which Lessee is permitted under the Lease to allow to subsist or which Lessee has allowed to arise but which it is obliged to discharge and indemnify the Lessor for under such Lease (but excluding any Security Interest created by or attributable to debts, liabilities or actions of any Seller, Lessor or any of their respective subsidiaries or affiliates, and any Security Interest of which Seller has actual knowledge which has not been previously disclosed to Buyer in writing).

“ Person ” means any individual person, corporation, partnership, firm, joint stock company, joint venture, trust, estate, unincorporated organisation, association, Government Entity, or organisation or association of which any of the above is a member or a participant.

“ Prepaid Rent ” means, the amount of any Rent which has been paid by the Lessee pursuant to the Lease and which is attributable to the period after the Delivery Date.

“ Purchase Price ”, means, the Base Purchase Price for the Asset as adjusted in accordance with Clause 5.1.2.

Schedule 3 Definitions

“ Rent ”, has the meaning given to it in the Lease.

“ Security Deposit ” means, the amount in cash held by the Lessor in respect of the “Security Deposit”, as defined in the Lease, paid by Lessee under the Lease and not applied by Lessor.

“ Security Interest ” means any mortgage, charge, pledge, lien, encumbrance, assignment, hypothecation, right of set-off or any other agreement or arrangement having the effect of conferring security.

“ Seller ” has the meaning set out in the Recitals hereto.

“ Seller Conditions Precedent ” means the conditions specified in Schedule 4, Part 1 ( Seller Conditions Precedent ).

“ Target Transfer Date ” means, five (5) weeks from the date of this Agreement.

“ Taxes ” means any and all present and future taxes, duties, withholdings, levies, assessments, imposts, fees and other governmental charges of all kinds (including without limitation any VAT or similar tax and any stamp, documentary, registration or similar tax) imposed, levied, collected, withheld or assessed by any national or regional taxing or fiscal authority or agency or other Government Entity, together with any penalties, fines, surcharges and interest thereon and any additions thereto.

“ Total Loss ” has the meaning, given to the term “Event of Loss” in the relevant Lease.

“ Transaction Documents ” means this Agreement, the Buyer Guarantee, the Transfer Agreement, the Effective Time Notice, the Trust Assignment Agreement, the Netting Letter, the Escrow Agreement, and any agreement amending or supplementing any of the foregoing documents and any agreement or document agreed by Seller and Buyer as being a Transaction Document and relating to the Asset.

“ Transfer Tax ” has the meaning given to such term in Clause 5.6.1;

“ Transfer Agreement(s) ” means the Notice of Beneficial Interest Transfer.

“ Trust Assignment Agreement ” means that certain third trust assignment and assumption agreement dated the date of the Delivery of the Asset, between the Seller, the Buyer, and the Trust Company, which conveys the beneficial interest in the Asset to Buyer and is in form and substance acceptable to each of the parties thereto.

“ Trust Company ” means Wells Fargo Trust Company, National Association.

“ Trust Documents ” means the documents listed as such in Schedule 2 (Trust Documents).

“ Trust Estate ” has the meaning assigned to such term in the Trust Documents.

“ US$ ”, “ $ ” and “ Dollars ” means the lawful currency of the United States of America, and (in relation to all payments in Dollars to be made under this Agreement) same day funds; and

“ VAT ” means value added tax and any goods and services, sales, consumption or turnover tax, imposition or levy of a like nature.

SCHEDULE 4 Conditions Precedent

SCHEDULE 4 CONDITIONS PRECEDENT

Part 1

Seller Conditions Precedent

SCHEDULE 4 Conditions Precedent

Part 2

Buyer Conditions Precedent

SCHEDULE 4 Conditions Precedent

SCHEDULE 5 Representations and Warranties

SCHEDULE 5 REPRESENTATIONS AND WARRANTIES

Part 1

Seller's Representations and Warranties

SCHEDULE 5 Representations and Warranties

The Seller represents and warrants to Buyer that the following statements are now true and accurate:

(a)     The Seller represents and warrants that the related Lessee has not notified Lessor of any unsatisfied Maintenance Reserve Claims, and Lessee has not submitted any outstanding work scope for, or estimated cost associated with, a Reimbursable Event to Lessor, other than:

SCHEDULE 5 Representations and Warranties

provided to Buyer, and has not yet submitted the entire work scope and invoice documentation required to create a reimbursement obligation pursuant to the terms of the Lease.

Part 2

Buyer's Representations and Warranties

SCHEDULE 6

[Intentionally Omitted]

SCHEDULE 7

[Intentionally Omitted]

SCHEDULE 8

[Intentionally Omitted]

Exhibit 10.2

EXECUTION VERSION

BUYER GUARANTEE (MSN 30241)

THIS BUYER GUARANTEE (MSN 30241) (this “ Guarantee ”) is dated as of June 25, 2019, between:

(1)    CONTRAIL AVIATION SUPPORT, LLC, a limited liability company organized and existing under the laws of the State of North Carolina, United States of America, having its principal place of business at 435 Investment Court, Verona, Wisconsin 53593, United States of America (“ Guarantor ”); and

(2)    SAPPHIRE FINANCE I HOLDING DESIGNATED ACTIVITY COMPANY, a designated activity company incorporated under the laws of Ireland and having its registered office at c/o PAFS Ireland Limited, Shannon Business Park, Shannon, Co. Clare, Ireland (“ Seller ”).

WHEREAS, as a condition to Seller’s participation in the transactions contemplated by the Sale Agreement (as defined below), Guarantor is required to guarantee Purchaser’s (as defined below) performance and compliance with all of the covenants, agreements, and obligations of Purchaser contained in the Sale Agreement.

NOW, THEREFORE , for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1.         D efinitions . Unless the context otherwise requires, the following terms shall have the following meanings for all purposes of this Guarantee and shall be equally applicable both to the singular and plural forms of the terms defined. Any capitalized terms not defined herein shall have the meanings ascribed to them in the Sale Agreement.

“ Guaranteed Agreements ” means the Sale Agreement and the other Transaction Documents to which Purchaser is a party.

“ Guaranteed Obligations ” means all of Purchaser’s obligations to the Seller under the Guaranteed Agreements (whether actual or contingent, whether now existing or hereafter arising owed to the Seller), and compliance with, all obligations, covenants, terms, conditions and undertakings of Purchaser contained in the Guaranteed Agreements.

“ Purchaser ” means Contrail Aviation Leasing, LLC and having its principal place of business at 435 Investment Court, Verona, Wisconsin 53593, United States of America.

“ Sale Agreement ” means the Aircraft Asset Sale and Purchase Agreement dated as of June 21, 2019 (as may be further amended, modified or supplemented from time to time), concerning one (1) Boeing model 737-700 aircraft, bearing manufacturer’s serial number 30241.

2.          Representations and Warranties of Gu arantor . Guarantor represents and warrants to the Seller, as of the date hereof, as follows:

(a)    it is duly organized and validly existing under the laws of its jurisdiction of organization and has the power and authority to carry on its business as it is being conducted;

(b)   the execution and delivery of this Guarantee, the consummation of the transactions contemplated herein, and compliance with the terms and provisions hereof are within Guarantor’s limited liability company powers and do not and will not result in any violation of its charter, by-laws or other constitutional documents or any applicable law, rule, regulation, judgment or court order as currently in effect or any provision in any existing agreement binding on Guarantor;

(c)    all authorizations, consents, registrations and notifications required to be obtained by Guarantor in connection with the entry into, performance, validity and enforceability of this Guarantee and the transactions contemplated by this Guarantee, have been (or will be on or before the date hereof) obtained or effected (as appropriate) and are in full force and effect;

(d)    neither the execution, delivery nor performance of this Guarantee requires any member approval or the approval or consent of any trustee or any holder of any indebtedness or obligation of Guarantor, and if any approval or consent is required, then such approval or consent has been obtained.

(e)    no consent or approval of, giving of notice to, registration with, or taking of any action in respect of or by, any national or local governmental authority or agency of Guarantor’s jurisdiction of formation or any other government agency or authority or other Person is required with respect to the execution, delivery or performance by Guarantor of this Guarantee.

(f)    there are no actions, suits or proceedings pending, or to Guarantor’s knowledge threatened, against Guarantor, that, if adversely determined, would hinder or prevent Guarantor’s performance of this Guarantee; and

(g)   this Guarantee has been duly executed and delivered by Guarantor; and this Guarantee will be, upon due execution and delivery hereof, a legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except as its enforceability may be limited by bankruptcy, insolvency, reorganization and other laws of general application affecting the enforcement of creditors’ rights and general principles of equity (regardless of whether such proceeding is considered a proceeding in equity or at law).

3.          G uarantee .

(a)    In consideration of Seller entering into the Sale Agreement and for other good and valuable consideration (the receipt and sufficiency whereof is hereby acknowledged), Guarantor, with effect from the date hereof, unconditionally and irrevocably, as a continuing obligation and guarantee of performance, without set-off, abatement, deferment or deduction, guarantees to Seller the prompt payment and performance by Purchaser of the Guaranteed Obligations and undertakes with Seller that whenever the Purchaser does not promptly pay or perform the Guaranteed Obligations when due, Guarantor shall promptly pay upon the written demand from the Seller the amount set forth in the demand or perform (or procure the performance of) the Guaranteed Obligation as if it were the principal obligor.

(b)    Guarantor as a principal obligor and not merely as surety, and as a separate and independent primary stipulation shall indemnify Seller upon written demand against any documented loss, liability or cost or expense suffered by Seller (including reasonable attorneys’ fees and disbursements incurred by Seller in the enforcement of this Guarantee) if (i) it does not perform the Guaranteed Obligations or (ii) any Guaranteed Obligation becomes unenforceable, void, illegal or ineffective as against the Guarantor, the amount of such loss or liability being the amount which the Seller would otherwise be entitled to recover from Guarantor.

(c)    Guarantor shall make any payment (including payments of damages for breach of the Guaranteed Agreements by Purchaser) or procure the performance of or compliance with any Guaranteed Obligation set forth in a demand letter within five (5) Business Days of Guarantor’s receipt of such written demand to an account indicated by the Seller in the demand, all subject to the requirements of, and conditions associated with, the Guaranteed Obligations.

(d)    The guarantee by Guarantor contained in this Section 3 is a primary obligation of Guarantor, is in addition to and not in substitution for any other security which Seller may now or hereafter hold for the obligations of Purchaser under the Guaranteed Agreements and is an unconditional, absolute, present and continuing obligation and is not conditional in any way upon the institution of suit or the taking of any other action or any attempt to enforce performance of or compliance with the covenants, agreements, terms or conditions (including without limitation any payment obligations) applicable to Purchaser contained in the Guaranteed Agreements and, to the extent permitted by law, shall be binding upon and enforceable against Guarantor without regard to the validity or enforceability of the Guaranteed Agreements.

(e)    To the extent that performance of or compliance with the guarantee by Guarantor contained in this Section 3 requires the payment of money, such guarantee is an absolute, unconditional, present and continuing guarantee of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from Purchaser or any other entity or to institute a suit against Purchaser or any other entity or to perfect or to enforce any security or upon any other condition or contingency.

(f)     Guarantor’s guarantee of Guaranteed Obligations shall not be effect by, discharged or diminished as a consequence of the Seller being released from the Sale Agreement pursuant to its terms, nor by the sale of the Asset under the Sale Agreement failing to occur.

4.          Preservation of Guarantor’s Obligations and Enforceme nt .

(a)    Guarantor’s obligations in this Guarantee are absolute, unconditional and irrevocable. The liability of Guarantor under this Guarantee extends to and is not affected by the grant of any time or indulgence to Purchaser or by any circumstance, act or omission which, but for this sub- clause, might otherwise affect it at law or in equity, and Guarantor irrevocably waives any right it may have to claim its liability has been so affected.

(b)    Until the Guaranteed Obligations have been unconditionally and irrevocably satisfied in full, Guarantor may not: (a) exercise any rights as surety in competition with Seller; or (b) claim to be entitled by way of contribution, indemnity, subrogation, marshalling or otherwise to the benefit of any agreement or document to which Seller is a party, nor prove in a liquidation of Purchaser in competition with Seller.

(c)    Guarantor’s obligations in this Guarantee may be enforced against Guarantor without Seller first being required to (a) exhaust any remedy it may have against Purchaser or any other person; or (b) enforce any other guarantee or security interest it may hold relating to the Guaranteed Obligations.

5.          R elease .

(a)    Once all the Guaranteed Obligations have been satisfied in full and Guarantor does not have any further actual or contingent liabilities hereunder, this Guarantee shall automatically and immediately terminate and all of Guarantor’s obligations under this Guarantee shall be irrevocably and unconditionally released and discharged.

(b)    Notwithstanding the provisions of Section 5(a), any release, compromise or discharge of the obligations of the Guarantor may only be made once the Guaranteed Obligations have been unconditionally performed in full, and shall be deemed to be made subject to the condition that this Guarantee will be reinstated without further action if any payment or security which Purchaser may receive or has received is rescinded as a result of insolvency or bankruptcy of Purchaser or Guarantor.

6.          Continuing Guarantee .

(a)   The obligations of the Guarantor contained in this Guarantee shall constitute and be continuing obligations notwithstanding any settlement of account or other matter or thing whatsoever, and shall not be considered satisfied by any intermediate performance or satisfaction of all or any of the Guaranteed Obligations and shall continue in full force and effect until total satisfaction of all Guaranteed Obligations.

(b)    No delay or omission in exercising any powers or privileges hereunder shall be construed as a waiver thereof. Any exercise of any part of the rights shall not preclude subsequent enforcement of any such rights which have not, or have not fully, been exercised.

7.           N otice . Any notice required or related to this Guarantee will be in writing and will, unless otherwise stated, be given and will become effective in the same manner as provided in the Sale Agreement:

                             in the case of Guarantor:

435 Investment Court

Verona, Wisconsin 53593

United States of America

Attention: Joe Kuhn

Facsimile: +1 808-848-8101

Email: joe@contrail.com

                             in the case of Seller:

Number One Ballsbridge

Building 1

Shelbourne Road

Dublin 4

Ireland

Attention: The Directors

Facsimile: +353 1 485 3242

Email: notices@avolon.aero

8.          Miscellaneous .

(a)      Governing L aw . THIS GUARANTEE IS DELIVERED IN NEW YORK AND PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, SHALL IN ALL RESPECTS BE GOVERNED BY NEW YORK LAW WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAW INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE .

(b)      J urisdiction . Clause 9 ( Law and Jurisdiction ) of the Sale Agreement is hereby incorporated by reference as if set forth in full length herein, mutatis mutandis .

(d)      Successors and A ssigns . The terms of this Guarantee shall be binding on, and inure to the benefit of, Seller and Guarantor and their respective permitted successors and assigns.

(c)      Waiver of Notice and D efense . Except as otherwise provided in this Guarantee, Guarantor hereby waives, to the fullest extent permitted by law:

(i)     diligence, promptness, presentment, demand for payment or performance and protest and notice of protest, notice of acceptance and any other notice in respect of the Guaranteed Obligations or any part of them, and any defense arising by reason of any disability or other defense; and

(ii)     any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety, or which might otherwise limit recourse against Guarantor.

(d)      Se verability . Should any one or more of the provisions of this Guarantee be held to be invalid, illegal or unenforceable in any jurisdiction, the same shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity, illegality or unenforceability of a particular provision in a particular jurisdiction shall not render such provision invalid, illegal or unenforceable in any other jurisdiction.

(e)      Payments . Guarantor shall make each payment to Seller under this Guarantee without any set-off, counterclaim or any other deduction, or withholding in respect of Taxes or otherwise.

(f)      Waivers, Amendments and Variations in Wri ting . The provisions of this Guarantee shall not be capable of being waived, amended or varied otherwise than by an express waiver or amendment in writing signed by both Guarantor and Seller; and in particular any failure to exercise or any delay in exercising any of such rights shall not operate as a waiver, amendment or variation of that or any other such right; any defective or partial exercise of any of such rights shall not preclude any other or further exercise of that or any other such right; and no act or course of conduct or negotiation on Seller’s part or on its behalf shall in any way preclude it from exercising any such right or constitute a suspension of any variation or amendment of any such right. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies that any party may otherwise have at law or in equity.

(g)     Counterparts; Delivery by Ema il . This Guarantee 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.

This Guarantee and any document contemplated hereby may be delivered by a party hereto by way of e-mail transmission and such delivery shall be deemed completed for all purposes upon the completion of such e-mail transmission. A party that so delivers this Guarantee or any such document by way of e-mail transmission agrees to promptly thereafter deliver to the other party hereto an original signed counterpart. The signature of any party transmitted by e-mail transmission shall be considered to have the same binding legal effect as an originally executed document. In consideration of the mutual covenants herein contained, the parties agree that neither of them shall raise the use of e-mail as a defense in any suit or controversy related to this guarantee or any of such other documents and forever waive any such defense.

(j)      Entire Agreeme nt . This Guarantee constitutes the complete agreement of the parties hereto regarding the subject matter hereof and supersedes all prior understandings, communications and agreements (written or oral).

*     *     *

IN W ITNESS WHEREOF, the parties hereto have executed and delivered this Guarantee by their duly authorized officers or attorneys on the date shown at the beginning of this Guarantee.

Signature Page

Buyer Guarantee

Exhibit 10.3

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.

EXECUTION VERSION

NOTICE OF

BENEFICIAL INTEREST TRANSFER (MSN 30241)

July 26, 2019

Ladies and Gentlemen:

We refer to the Aircraft Lease Agreement dated as of January 14, 2009 between (as assigned, assumed, amended and supplemented from time to time, the “ Lease ”) Lessor and Lessee pertaining to one (1) Boeing model 737-700 aircraft bearing manufacturer’s serial number 30241 and United States registration mark N710SY and two (2) CFM International model CFM56-7B22 engines bearing manufacturer’s serial numbers 889727 and 889728 (the “ Aircraft ”).

Initially capitalized terms used in this Notice of Beneficial Interest Transfer (MSN 30241) (this “ Notice ”) shall have the meanings ascribed thereto in the Lease, unless specifically defined herein.

Reference is also made to the that certain Third Trust Assignment and Assumption Agreement (MSN 30241) dated on or about the date hereof (the “ Assignment Agreement ”) between Prior Owner Participant and New Owner Participant pursuant to which, as of and with effect from the Effective Date (defined below):

Pursuant to Article 19.6 of the Lease, Lessor hereby gives you notice that, as of and with effect from the Effective Date, Prior Owner Participant will assign to New Owner Participant all of its right, title and interest in and to the beneficial interest under the Trust Agreement (the effective date of such assignment being referred to as the “ Effective Date ”).

Lessor shall notify you in writing of the Effective Date pursuant to a notice substantially in the form of Appendix A (the “ Notice of Effective Date ”).

New Owner Participant hereby represents and warrants that on and after the Effective Date:

Lessor hereby gives you, the Lessee, notice that the notice of assignment dated May 8, 2018 from the Lessor (the “ Prior Notice of Security Assignment ”) is hereby terminated and revoked, and the security granted pursuant to the Security Assignment (as defined therein) has been released. You are hereby fully released from your obligations contained in the Prior Notice of Security Assignment.

Lessee, by its acknowledgment hereof, agrees that:

at the cost of Prior Owner Participant, as may be reasonably requested of it by Lessor and/or New Owner Participant in order to protect the interests of Lessor and/or New Owner Participant in connection with the assignment contemplated by the Assignment Agreement;

The Lessor and the Lessee (by its acknowledgement hereof) agree that the Lease shall be amended as follows:

“ “ Owner Participant ” means Contrail Aviation Leasing, LLC (and its permitted assigns and successors).”

“ “ Trust Agreement ” means the Third Amended and Restated Trust Agreement (Aircraft MSN 30241) dated as of July 26, 2019, between the Owner Participant and the Owner Trustee (as amended and restated from time to time).”

Prior Owner Participant represents and warrants to New Owner Participant that the entire agreement between Existing Lessor and Lessee in relation to the leasing of the Aircraft is constituted in the lease documents set forth in Schedule 1 and there are no amendments, modifications, supplements, waivers or other arrangements which affect the terms of such lease documents.

Prior Owner Participant or its Affiliate agrees to reimburse Lessee for all reasonable out- of-pocket costs and expenses (including reasonable legal fees) incurred by Lessee in connection with the review, negotiation, preparation and execution of this Notice and the documents related hereto.

This Notice may be executed simultaneously in two or more counterparts and by different parties hereto on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Upon the issuance of the Notice of Effective Date, this Notice and the instructions and undertakings contained in this Notice shall become irrevocable.

Please acknowledge receipt of this Notice to Lessor, it being provided hereby that your signature shall confirm your acknowledgement of an agreement for the benefit of Lessor, Prior Owner Participant and New Owner Participant of the terms hereof.

THIS NOTICE SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, U.S.A., APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE WITHOUT REGARD FOR CONFLICT OF LAW PRINCIPLES (OTHER THAN THE PROVISIONS OF SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

[SIGNATURE PAGES FOLLOW]

- Signature Page -

Notice of Beneficial Interest
MSN 30241

- Signature Page -

Notice of Beneficial Interest

MSN 30241

- Signature Page -

Notice of Beneficial Interest

MSN 30241

ACKNOWLEDGED AND AGREED:

Sun Country, Inc. d/b/a Sun Country Airlines (formerly known as MN Airlines,

LLC), as Lessee

By:       /s/ Jude Bricker

Name:  Jude Bricker

Title:    President & CEO

- Signature Page -

Notice of Beneficial Interest

MSN 3024 1

Notice of Beneficial Interest Transfer: Notice of Effective Date

July 26, 2019

Ladies & Gentlemen:

We refer to the Notice of Beneficial Interest Transfer (MSN 30241) dated July 26, 2019 (the “ Notice ”) relating to the Aircraft Lease Agreement dated as of January 14, 2009 (as assigned, assumed, amended and supplemented from time to time) between Lessor and Lessee pertaining to one (1) Boeing model 737-700 aircraft bearing manufacturer’s serial number 30241 and registration mark N710SY and two (2) CFM International model CFM56-7B22 engines bearing manufacturer’s serial numbers 889727 and 889728.

This is the Notice of Effective Date described in the Notice.

Capitalized terms used but not defined herein shall have the meanings assigned to them in the Notice.

We notify you that the Effective Date Occurred on July 26, 2019 at 15:30 PM EST while the Aircraft was located in Minneapolis-Saint Paul International Airport, Minnesota.

SCHEDULE 1

- 10 -

Exhibit 10.4

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.

EXECUTION VERSION

GUARANTEE (MSN 30241)

THIS GUARANTEE (MSN 30241) (this “ Guarantee ”) is dated as of July 26, 2019, between:

(1)      CONTRAIL AVIATION SUPPORT, LLC , a limited liability company organized and existing under the laws of the State of North Carolina, having its principal place of business at 435 Investment Court, Verona, Wisconsin 53593 (“ Guarantor ”); and

(2)      SUN COUNTRY, INC. d/b/a Sun Country Airlines (formerly known as MN Airlines, LLC), a corporation organized and existing under the laws of the State of Minnesota and having its principal place of business at 1300 Corporate Center Curve, Eagan, Minnesota 55121 (“ Lessee ”).

WHEREAS , Wells Fargo Trust Company, National Association, not in its individual capacity, but solely as owner trustee (“ Lessor ”) and Lessee entered into that certain Aircraft Lease Agreement, dated as of January 14, 2009 (as assigned, assumed, amended, supplemented or otherwise modified from time to time, collectively, the “ Lease ”) pertaining to one (1) Boeing model 737-700 aircraft bearing manufacturer’s serial number 30241 and United States registration mark N710SY and two (2) CFM International, Inc. CFM56-7B22 engines bearing manufacturer’s serial numbers 889727 and 889728 (the “ Aircraft ”);

WHEREAS , Sapphire Finance I Holding Designated Activity Company, as seller (“ Seller ”), Contrail Aviation Leasing, LLC, as buyer (“ Buyer ”) and Guarantor, as Buyer Guarantor entered into that certain Aircraft Asset Sale and Purchase Agreement relating to the sale of the beneficial interest in the trust holding title to the Aircraft (the “ Beneficial Interest ”) by Seller to Buyer;

WHEREAS , Article 16(d) of the Lease requires that Buyer, as New Owner Participant, at the time of transfer of the Beneficial Interest will have a net worth of not less than $[___________] (or have its obligations under the Lease guaranteed by a Person meeting such requirement); and

WHEREAS , Buyer does not have a net worth of at least $[___________] but Guarantor, the parent of Buyer, has a net worth of at least $[___________] and is willing to guarantee the obligations of Buyer under the Lease;

NOW, THEREFORE , for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1.         D efinitions . Unless the context otherwise requires, the following terms shall have the following meanings for all purposes of this Guarantee and shall be equally applicable both to the singular and plural forms of the terms defined. Any capitalized terms not defined herein shall have the meanings ascribed to them in the Lease.

“ Guaranteed Agreements ” means the Lease and the other Operative Agreements to which Buyer is a party.

“ Guaranteed Obligations ” means all of Buyer’s obligations to the Lessee under the Guaranteed Agreements (whether actual or contingent, whether now existing or hereafter arising owed to the Lessee), and compliance with, all obligations, covenants, terms, conditions and undertakings of Buyer contained in the Guaranteed Agreements.

2.          Representations and Warranties of Gu arantor . Guarantor represents and warrants to the Lessee, as of the date hereof, as follows:

(a)    it is a limited liability company duly organized and validly existing under the laws of the State of North Carolina and has the power and authority to carry on its business as it is being conducted;

(b)   the execution and delivery of this Guarantee, the consummation of the transactions contemplated herein, and compliance with the terms and provisions hereof are within Guarantor’s limited liability company powers and do not and will not result in any violation of its charter, by-laws or other constitutional documents or any applicable law, rule, regulation, judgment or court order as currently in effect or any provision in any existing agreement binding on Guarantor;

(c)    all authorizations, consents, registrations and notifications required to be obtained by Guarantor in connection with the entry into, performance, validity and enforceability of this Guarantee and the transactions contemplated by this Guarantee, have been (or will be on or before the date hereof) obtained or effected (as appropriate) and are in full force and effect;

(d)    neither the execution, delivery nor performance of this Guarantee requires any member approval or the approval or consent of any trustee or any holder of any indebtedness or obligation of Guarantor, and if any approval or consent is required, then such approval or consent has been obtained.

(e)    no consent or approval of, giving of notice to, registration with, or taking of any action in respect of or by, any national or local governmental authority or agency of Guarantor’s jurisdiction of formation or any other government agency or authority or other Person is required with respect to the execution, delivery or performance by Guarantor of this Guarantee.

(f)    there are no actions, suits or proceedings pending, or to Guarantor’s knowledge threatened, against Guarantor, that, if adversely determined, would hinder or prevent Guarantor’s performance of this Guarantee;

(g)    its obligations under this Guarantee are its direct, general and unconditional obligations and rank, or will rank, at least pari passu with all its other present and future unsecured and unsubordinated obligations (including contingent obligations) save for obligations mandatorily preferred by law and not otherwise;

(i)    this Guarantee has been duly executed and delivered by Guarantor; and this Guarantee will be, upon due execution and delivery hereof, a legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except as its enforceability may be limited by bankruptcy, insolvency, reorganization and other laws of general application affecting the enforcement of creditors’ rights and general principles of equity (regardless of whether such proceeding is considered a proceeding in equity or at law).

3.          G uarantee .

(a)    For good and valuable consideration (the receipt and sufficiency whereof is hereby acknowledged), Guarantor, with effect from the date hereof, unconditionally and irrevocably, as a continuing obligation and guarantee of performance, without set-off, abatement, deferment or deduction, guarantees to Lessee the due and punctual payment and performance by Buyer of the Guaranteed Obligations and undertakes with Lessee that whenever the Buyer does not promptly pay or perform the Guaranteed Obligations when due, Guarantor shall promptly pay upon the written demand from the Lessee the amount set forth in the demand or perform (or procure the performance of) the Guaranteed Obligation as if it were the principal obligor.

(b)    Guarantor as a principal obligor and not merely as surety, and as a separate and independent primary stipulation shall indemnify Lessee upon written demand against any documented loss, liability or cost or expense suffered by Lessee (including reasonable attorneys’ fees and disbursements incurred by Lessee in the enforcement of this Guarantee) if (i) it does not perform the Guaranteed Obligations or (ii) any Guaranteed Obligation becomes unenforceable, void, illegal or ineffective as against the Guarantor, the amount of such loss or liability being the amount which the Lessee would otherwise be entitled to recover from Guarantor.

(c)    Guarantor shall make any payment (including payments of damages for breach of the Guaranteed Agreements by Buyer) or procure the performance of or compliance with any Guaranteed Obligation set forth in a demand letter within five (5) Business Days of Guarantor’s receipt of such written demand to an account indicated by the Lessee in the demand, all subject to the requirements of, and conditions associated with, the Guaranteed Obligations.

(d)   The guarantee by Guarantor contained in this Section 3 is a primary obligation of Guarantor, is in addition to and not in substitution for any other security which Lessee may now or hereafter hold for the obligations of Buyer under the Guaranteed Agreements and is an unconditional, absolute, present and continuing obligation and is not conditional in any way upon the institution of suit or the taking of any other action or any attempt to enforce performance of or compliance with the covenants, agreements, terms or conditions (including without limitation any payment obligations) applicable to Buyer contained in the Guaranteed Agreements and, to the extent permitted by law, shall be binding upon and enforceable against Guarantor without regard to the validity or enforceability of the Guaranteed Agreements.

(e)    To the extent that performance of or compliance with the guarantee by Guarantor contained in this Section 3 requires the payment of money, such guarantee is an absolute, unconditional, present and continuing guarantee of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from Buyer or any other entity or to institute a suit against Buyer or any other entity or to perfect or to enforce any security or upon any other condition or contingency.

(f)     Guarantor’s guarantee of Guaranteed Obligations shall not be affected by, discharged or diminished as a consequence of the Lessee being released from the Lease pursuant to its terms.

4.          Preservation of Guarantor’s Obligations and Enforceme nt .

(a)    Guarantor’s obligations in this Guarantee are absolute, unconditional and irrevocable. The liability of Guarantor under this Guarantee extends to and is not affected by the grant of any time or indulgence to Buyer or by any circumstance, act or omission which, but for this sub- clause, might otherwise affect it at law or in equity, and Guarantor irrevocably waives any right it may have to claim its liability has been so affected.

(b)    Until the Guaranteed Obligations have been unconditionally and irrevocably satisfied in full, Guarantor may not: (a) exercise any rights as surety in competition with Lessee; or (b) claim to be entitled by way of contribution, indemnity, subrogation, marshalling or otherwise to the benefit of any agreement or document to which Lessee is a party, nor prove in a liquidation of Buyer in competition with Lessee.

(c)    Guarantor’s obligations in this Guarantee may be enforced against Guarantor without Lessee first being required to (a) exhaust any remedy it may have against Buyer or any other person; or (b) enforce any other guarantee or security interest it may hold relating to the Guaranteed Obligations.

5.          R elease .

(a)    Once all the Guaranteed Obligations have been satisfied in full and Guarantor does not have any further actual or contingent liabilities hereunder, this Guarantee shall automatically and immediately terminate and all of Guarantor’s obligations under this Guarantee shall be irrevocably and unconditionally released and discharged.

(b)    Notwithstanding the provisions of Section 5(a), any release, compromise or discharge of the obligations of the Guarantor may only be made once the Guaranteed Obligations have been unconditionally performed in full, and shall be deemed to be made subject to the condition that this Guarantee will be reinstated without further action if any payment or security which Buyer may receive or has received is rescinded as a result of insolvency or bankruptcy of Buyer or Guarantor.

6.          Continuing Guarantee

(a)   The obligations of the Guarantor contained in this Guarantee shall constitute and be continuing obligations notwithstanding any settlement of account or other matter or thing whatsoever, and shall not be considered satisfied by any intermediate performance or satisfaction of all or any of the Guaranteed Obligations and shall continue in full force and effect until total satisfaction of all Guaranteed Obligations.

(b)    No delay or omission in exercising any powers or privileges hereunder shall be construed as a waiver thereof. Any exercise of any part of the rights shall not preclude subsequent enforcement of any such rights which have not, or have not fully, been exercised.

7.          N otice . Any notice required or related to this Guarantee will be in writing and will, unless otherwise stated, be given and will become effective in the same manner as provided in the Lease:

in the case of Guarantor:

435 Investment Court

Verona, Wisconsin 53593

United States of America

Attention: Joe Kuhn

Facsimile: +1 808-848-8101

Email: joe@contrail.com

in the case of Lessee:

1300 Corporate Center Curve

Eagan, MN 55121

Attention: General Counsel

Facsimile:

Email:

8.          Miscellaneous .

(a)     Governing Law . THIS GUARANTEE IS DELIVERED IN NEW YORK AND PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, SHALL IN ALL RESPECTS BE GOVERNED BY NEW YORK LAW WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAW INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE .

(b)     Ju risdiction . Section 19.2 ( Governing Law and Jurisdiction ) of the Lease is hereby incorporated by reference as if set forth in full length herein, mutatis mutandis .

(c)    Successors and A ssigns . The terms of this Guarantee shall be binding on, and inure to the benefit of, Lessee and Guarantor and their respective permitted successors and assigns.

(d)     Waiver of Notice and D efense . Except as otherwise provided in this Guarantee, Guarantor hereby waives, to the fullest extent permitted by law:

(i)     diligence, promptness, presentment, demand for payment or performance and protest and notice of protest, notice of acceptance and any other notice in respect of the Guaranteed Obligations or any part of them, and any defense arising by reason of any disability or other defense; and

(ii)     any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety, or which might otherwise limit recourse against Guarantor.

(e)     Se verability. Should any one or more of the provisions of this Guarantee be held to be invalid, illegal or unenforceable in any jurisdiction, the same shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity, illegality or unenforceability of a particular provision in a particular jurisdiction shall not render such provision invalid, illegal or unenforceable in any other jurisdiction.

(f)      Payments . Guarantor shall make each payment to Lessee under this Guarantee without any set-off, counterclaim or any other deduction, or withholding in respect of Taxes or otherwise.

(g)     Waivers, Amendments and Variations in Wri ting . The provisions of this Guarantee shall not be capable of being waived, amended or varied otherwise than by an express waiver or amendment in writing signed by both Guarantor and Lessee; and in particular any failure to exercise or any delay in exercising any of such rights shall not operate as a waiver, amendment or variation of that or any other such right; any defective or partial exercise of any of such rights shall not preclude any other or further exercise of that or any other such right; and no act or course of conduct or negotiation on Lessee’s part or on its behalf shall in any way preclude it from exercising any such right or constitute a suspension of any variation or amendment of any such right. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies that any party may otherwise have at law or in equity.

(h)     Counterparts; Delivery by Ema il . This Guarantee 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.

This Guarantee and any document contemplated hereby may be delivered by a party hereto by way of e-mail transmission and such delivery shall be deemed completed for all purposes upon the completion of such e-mail transmission. A party that so delivers this Guarantee or any such document by way of e-mail transmission agrees to promptly thereafter deliver to the other party hereto an original signed counterpart. The signature of any party transmitted by e-mail transmission shall be considered to have the same binding legal effect as an originally executed document. In consideration of the mutual covenants herein contained, the parties agree that neither of them shall raise the use of e-mail as a defense in any suit or controversy related to this guarantee or any of such other documents and forever waive any such defense.

(j)      Entire Agreeme nt . This Guarantee constitutes the complete agreement of the parties hereto regarding the subject matter hereof and supersedes all prior understandings, communications and agreements (written or oral).

*     *     *

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Guarantee by their duly authorized officers or attorneys on the date shown at the beginning of this Guarantee.

- Signature Page

Guarantee

MSN 30241

- Signature Page -

Guarantee

MSN 3024 1

Exhibit 10.5

EXECUTION VERSION

THIRD TRUST ASSIGNMENT AND ASSUMPTION AGREEMENT (MSN 30241)

THIS THIRD TRUST ASSIGNMENT AND ASSUMPTION AGREEMENT (MSN 30241) (this “Assignment”) is dated as July 26, 2019 by and between SAPPHIRE FINANCE I HOLDING DESIGNATED ACTIVITY COMPANY , a designated activity company limited by shares existing under the laws of Ireland (“Assignor”), and CONTRAIL AVIATION LEASING, LLC , a limited liability company existing under the laws of the State of Wisconsin, United States of America (“Assignee”).

WITNESSETH:

WHEREAS , CIT Aerospace LLC and Wells Fargo Trust Company, National Association, not in its individual capacity but solely as owner trustee, as successor to Well Fargo Bank Northwest, National Association (“ Owner Trustee ”), are party to the Trust Agreement (Aircraft MSN 30241) dated as of August 22, 2016, as assigned by Trust Assignment and Assumption Agreement (MSN 30241) dated as of September 19, 2017 by and between CIT Aerospace LLC, as assignor, and CIT Aerospace International, as assignee, as further assigned by Second Trust Assignment and Assumption Agreement (MSN 30241) dated as of May 8, 2018 by and between CIT Aerospace International, as assignor, and Assignor, as assignee, as amended and restated by Amended and Restated Trust Agreement (Aircraft MSN 30241), dated as of May 8, 2018, between Assignor and Owner Trustee (collectively, the “Trust Agreement”). Except as otherwise defined herein, capitalized terms used herein shall have the meanings set forth in the Trust Agreement;

WHEREAS , Assignor desires to assign all of its rights, obligations and ownership in, to and under the Trust to Assignee; and

WHEREAS , Assignee desires to accept all of Assignor’s rights, obligations and ownership in, to and under the Trust.

NOW, THEREFORE , the undersigned, in consideration of the premises and the covenants and agreements contained herein, do hereby agree as follows:

1.      Assignment . As of, and with immediate effect from the time (the “ Effective Time ”) specified in a notice to be executed and delivered in the form set out in Schedule 1 hereto, the Assignor does hereby sell, convey, assign, transfer and set over unto Assignee, as of the date hereof, all of its present and future right, title and interest in, to and under the following (collectively, the “ Assigned Rights ”): (i) the Trust, (ii) the Trust Estate, and (iii) the Trust Agreement and any other contract, agreement, document or instrument relating to the Trust Estate by which Assignor is bound (collectively, the “ Assigned Agreements ”), and any proceeds therefrom. Assignor hereby transfers and delegates to Assignee all of Assignor’s obligations and liabilities as “ Owner Participant ” under the Assigned Agreements occurring from and after the date hereof (collectively, the “ Assumed Obligations ”).

2.      Assumption . As of the Effective Time the Assignee hereby: (a) accepts the assignment, transfer, conveyance and delegation set forth in Section 1 hereof; (b) from and after the date hereof, assumes and undertakes all of the Assumed Obligations; and (c) confirms that, from and after the date hereof, it shall be deemed a party to the Trust Agreement and each other Assigned Agreement, and shall be bound by all of the terms of each Assigned Agreement as if named therein.

3.      Release of Assignor . From and after the Effective Time, Assignor shall be released from all of its duties, obligations and liabilities under the Trust Agreement and the other Assigned Agreements.

4.      Amendment . As of the Effective Time the Trust Agreement is hereby amended and restated in the form as set forth in Schedule 2 hereto.

5.      Notice to Owner Trustee . By copy of this Assignment, Assignee hereby notifies Owner Trustee that the address for notices to the “ Owner Participant ” under the Trust Agreement shall henceforth be:

6.      Further Assurances . Assignor and Assignee each agree to execute and deliver such further documents, and to do such further things, as the other party may reasonably request, in order to more fully effect the transfer of the Assigned Rights and the Assumed Obligations pursuant to this Assignment.

7.      Binding Effect . This Assignment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.

8.      Execution in Counterparts . This Assignment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and such counterparts together shall constitute and be one and the same instrument.

9.      Agreement in Effect . Except as hereby amended, the Trust Agreement shall remain in full force and effect.

10.      Governing Law . THE VALIDITY, CONSTRUCTION AND ENFORCEMENT OF THIS ASSIGNMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF UTAH WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICT OF LAW.

11.      Headings . The headings contained in this Assignment are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Assignment.

12.     Owner Trustee Authorization and Direction . Assignor and Assignee each authorizes and directs the Owner Trustee to execute and deliver this Assignment as provided below.

[ SIGNATURES APPEAR ON FOLLOWING PAGE ]

-Signature Page-
Third Trust Assignment and Assumption Agreement
MSN 30241

In witness whereof, the parties hereto have executed this Notice the day and year first herein written.

-Signature Page-
Third Trust Assignment and Assumption Agreement MSN 30241

-Signature Page-
Third Trust Assignment and Assumption Agreement MSN 30241

THE UNDERSIGNED, WELLS FARGO TRUST COMPANY, N.A. (f/k/a WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, hereby confirms receipt of a copy of, and pursuant to Section 10.02 of the Trust Agreement hereby acknowledges and consents to the assignment and assumption pursuant to, the foregoing Third Trust Assignment and Assumption Agreement (MSN 30241):

-Signature Page-
Third Trust Assignment and Assumption Agreement MSN 30241

EFFECTIVE TIME NOTICE

SAPPHIRE FINANCE I HOLDING DESIGNATED ACTIVITY COMPANY (the “ Assignor ”) and CONTRAIL AVIATION LEASING, LLC (the “ Assignee ”) hereby agree as follows:

[ Signature Pages Follow ]

​​​​​​​
[Third Trust Assignment and Assumption Agreement (MSN 30241)]

In witness whereof, the parties hereto have executed this Notice the day and year first herein written.

[Third Trust Assignment and Assumption Agreement (MSN 30241)]

[Third Trust Assignment and Assumption Agreement (MSN 30241)]

THE UNDERSIGNED, WELLS FARGO TRUST COMPANY, NATIONAL ASSOCIATION, hereby confirms receipt of a copy of this Effective Time Notice:

[Third Trust Assignment and Assumption Agreement (MSN 30241)]

SCHEDULE 2

AMENDED AND RESTATED TRUST AGREEMENT

[Third Trust Assignment and Assumption Agreement (MSN 30241)]

EXECUTION COPY

AMENDED AND RESTATED TRUST AGREEMENT (AIRCRAFT MSN 30241)

THIS AMENDED AND RESTATED TRUST AGREEMENT (MSN 30241) dated as of July 26, 2019 (the “Agreement”), by and between CONTRAIL AVIATION LEASING, LLC, a limited liability company formed under the laws of the State of Wisconsin (“Owner Participant”), and WELLS FARGO TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as successor to Wells Fargo Bank Northwest, National Association (“Owner Trustee”);

WITNESSETH:

WHEREAS, CIT Aerospace LLC, as trustor (“ Trustor ”) and Owner Trustee entered into the Trust Agreement (Aircraft MSN 30241), dated as of August 22, 2016, (i) as assigned by Trust Assignment and Assumption Agreement (MSN 30241), dated as of September 19, 2017, by and between Trustor, as assignor and CIT Aerospace International, as assignee (“ Prior Owner Participant ”); (ii) as assigned by Second Trust Assignment and Assumption Agreement (MSN 30241), dated as of May 8, 2018, by and between Prior Owner Participant, as assignor and Sapphire Finance I Holding Designated Activity Company, as assignee (“ Existing Owner Participant ”); (iii) as amended and restated by Amended and Restated Trust Agreement (Aircraft MSN 30241), dated as of May 8, 2018, between Existing Owner Participant and Owner Trustee; and (iv) as assigned by Third Trust Assignment and Assumption Agreement (MSN 30241), dated as of July 26, 2019, by and between Existing Owner Participant, as assignor and Owner Participant, as assignee (collectively, the “ Existing Trust Agreement ”), that created a trust (the “ Trust ”) in order that the Owner Trustee may hold title to the Aircraft until such time as Owner Participant directs the Owner Trustee to distribute the Aircraft in accordance with Owner Participant’s written instructions; and

WHEREAS, Trustor has caused title to the Aircraft (as hereinafter defined) to be conveyed to Owner Trustee;

WHEREAS, Trustor desired to create the Trust and contribute the Aircraft thereto in order to ensure the eligibility of the Aircraft for United States registration with the Federal Aviation Administration (the “ FAA ”);

WHEREAS, the Existing Trust Agreement is being amended and restated in its entirety to create a Trust in order that the Owner Trustee may hold title to the Aircraft until such time as Owner Participant directs the Owner Trustee to distribute the Aircraft in accordance with Owner Participant’s written instructions; and

WHEREAS, Owner Trustee has accepted the trusts as herein provided;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, Owner Participant and Owner Trustee agree as follows:

[Third Trust Assignment and Assumption Agreement (MSN 30241)]

ARTICLE 1

DEFINITIONS

Capitalized terms used in this Agreement shall have the respective meanings assigned thereto below, unless such terms are otherwise defined herein or the context hereof shall otherwise require. The terms “hereof”, “herein”, “hereunder” and comparable terms refer to this Agreement, as amended, modified or supplemented from time to time, and not to any particular portion hereof. References in this Agreement to sections, paragraphs and clauses are to sections, paragraphs and clauses in this Agreement unless otherwise indicated.

“ Affidavit ” means the Affidavit of Owner Trustee pursuant to Section 47.7(c)(2)(iii) of Part 47 of the Federal Aviation Regulations.

“ Aircraft ” means the Boeing model 737-73V Aircraft, serial number 30241, FAA Registration Number N710SY, together with the two (2) CFM International, Inc. CFM56-7B20 engines, bearing manufacturer’s serial numbers 889727 and 889728, which were transferred to the Owner Trustee in trust under the Existing Trust Agreement.

“ Aircraft Registration Application ” means AC Form 8050-1 Aircraft Registration Application by Owner Trustee covering the Aircraft.

“ Citizen of the United States ” means “citizen of the United States” as that term is defined in Section 40102(a)(15) of Title 49 of the United States Code.

“ FAA ” means the Federal Aviation Administration of the United States or any Government Entity succeeding to the functions of such Federal Aviation Administration.

“ FAA Bill of Sale ” means an AC Form 8050-2 Bill of Sale for the Aircraft from Trustor to Owner Trustee.

“ Lessee ” means any lessee under any Lease.

“ Lease ” means any agreement (including an Operating Agreement) from time to time entered into by Owner Trustee and Lessee that transfers the right to possess, use and operate the Aircraft to such Lessee.

“ Person ” means any individual, corporation, partnership, joint venture, association, company, trust, non-incorporated organization, business other entity or institution, but not including government or any agency or political subdivision thereof.

“ Operating Agreement ” means any agreement (including a Lease) that transfers the right to possess, use and operate the Aircraft from the Owner Trustee to the Owner Participant.

[Third Trust Assignment and Assumption Agreement (MSN 30241)]

“ Trust Estate ” means all estate, right, title and interest of Owner Trustee in and to the Aircraft, any Lease, the Warranty Bill of Sale and the FAA Bill of Sale, including, without limitation, all amounts of the rentals, security deposit, maintenance reserve payments, utilization rent, supplemental rent, casualty proceeds, use fees, sale proceeds and engine revenues under any Lease, insurance proceeds (other than insurance proceeds payable to or for the benefit of Owner Trustee, for its own account or in its individual capacity, or Owner Participant), any agreement with the manufacturer of such Aircraft (or engines) each predecessor owner (other than the manufacturer of such Aircraft) and immediately succeeding owner up to and including the Owner Participant or any repair vendor with respect to warranty rights and interests insofar as they relate to the Aircraft and expenses, guarantee payments, fees, premium and requisition payments, indemnity, damage or other payments or proceeds of any kind for or with respect to the Aircraft, any Lease or any other documents related thereto, payable to, or received by or for the account of the Owner Trustee (other than amounts owing to Owner Trustee, for its own account or in its individual capacity, Owner Participant or any Lessee of the Aircraft) and all payments, proceeds and income of the foregoing or related thereto.

“ Warranty Bill of Sale ” means a full warranty bill of sale for the Aircraft, executed by Trustor in favor of Owner Trustee and specifically referring to each engine installed on the Aircraft.

ARTICLE 2

CREATION OF TRUST

Section 2.01 Transfer of Control . Trustor has caused title to the Aircraft to be conveyed to Owner Trustee.

Section 2.02 Acceptance and Declaration of Trust . Owner Trustee confirms that it has accepted the Trust created hereby, and declares that it will hold the Trust Estate upon the trusts hereinafter set forth for the use and benefit of Owner Participant, in accordance with and subject to all of the terms and conditions contained in this Agreement, and agrees to perform the same, including without limitation the actions specified in Section 4.01 hereof, and agrees to receive and disburse all moneys constituting part of the Trust Estate, all in accordance with the terms hereof.

Section 2.03 Name of Trust . The Trust governed by this instrument shall be known as, and is named, the “ Aircraft MSN 30241 Trust ”.

ARTICLE 3

THE OWNER TRUSTEE

Section 3.01 Status . Owner Trustee hereby represents and warrants that it is a Citizen of the United States.

[Third Trust Assignment and Assumption Agreement (MSN 30241)]

Section 3.02 Removal . Owner Trustee may be removed at any time, but for cause only, by a written instrument or instruments signed by an authorized person or persons, subject to the regulatory limitation that non-U.S. citizens not hold more than 25 percent of the aggregate power to remove a trustee. For purposes of this Section, “for cause”, may include willful misconduct or gross negligence, but “for cause” will not include the refusal of Owner Trustee to act or refrain from acting in a manner that (1) would violate the laws, regulations, court orders, or lawful directions of a government agency; (2) is outside the scope of Owner Trustee’s authority; (3) is contrary to its obligations under this Agreement; or (4) is the subject of a mere disagreement between Owner Trustee and Owner Participant. Such removal shall take effect immediately upon the appointment of a successor Owner Trustee pursuant to Section 3.04, whereupon all powers, rights and obligations of the removed Owner Trustee under this Agreement (except the rights set forth in Section 3.08) shall cease and terminate. Without any affirmative action by Owner Participant, any Owner Trustee shall cease immediately to be an Owner Trustee at such time as it ceases to be a Citizen of the United States or at such time as it for any reason is not free from control by Owner Participant as described in Article 9, and shall give immediate notice thereof to Owner Participant. Any Owner Trustee shall also give Owner Participant notice of a possible change of citizenship at the later of (i) 90 days prior to a change in citizenship and (ii) actual knowledge by Owner Trustee that such a change in citizenship is probable.

Section 3.03 Resignation . Owner Trustee may resign at any time upon giving 30 days prior written notice of such resignation to Owner Participant. Such resignation shall take effect only upon the appointment of a successor Owner Trustee pursuant to Section 3.04, whereupon all powers, rights and obligations of the resigning Owner Trustee under this Agreement (except the rights set forth in Section 3.08) shall cease and terminate.

Section 3.04 Successor Owner Trustee . Promptly upon receipt of a notice of resignation from the Owner Trustee in accordance with Section 3.03, a successor trustee shall be appointed by a written instrument signed by a duly authorized officer of Owner Participant and the successor trustee shall execute and deliver to the predecessor Owner Trustee an instrument accepting such appointment. Such successor trustee shall be a Citizen of the United States and shall assume all powers, rights and obligations of such Owner Trustee hereunder immediately upon the resignation of such Owner Trustee becoming effective. Such successor, concurrently with such appointment, shall file an Affidavit with the FAA and all other documents then required by law to be filed in connection therewith. If the Owner Participant shall not have so appointed a successor Owner Trustee within 30 days after such resignation or removal, the Owner Trustee may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor or successors shall have been appointed by the Owner Participant as above provided and all fees, costs, and expenses incurred by Owner Trustee in connection with such action shall be subject to reimbursement and lien as set forth in Section 3.08. Any successor Owner Trustee so appointed shall immediately and without further act be superseded by any successor Owner Trustee appointed by the Owner Participant as above provided.

Section 3.05 Merger . Any corporation into which Owner Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which Owner Trustee shall be a party, or any corporation to which substantially all the corporate trust business of Owner Trustee may be transferred, shall, subject to the terms of Section 3.04, be Owner Trustee without further act.

[Third Trust Assignment and Assumption Agreement (MSN 30241)]

Section 3.06 Tax Returns; Income Tax Withholding and Reporting . The Owner Trustee shall keep all appropriate books and records relating to the receipt and disbursement by it of all monies under this Agreement or any agreement contemplated hereby. The Owner Participant will prepare all tax returns required to be filed with respect to the trust hereby and the Owner Trustee, upon request, will furnish the Owner Participant with all such information as may be reasonably required from the Owner Trustee in connection with the preparation of such tax returns. The Owner Trustee will execute and file the tax returns as prepared by the Owner Participant. Owner Participant agrees to provide to Owner Trustee, upon request, documents and information necessary to determine whether any tax or withholding obligations apply to any distributions hereunder, including appropriate forms W-9 or W-8 and such other forms and documents that the Owner Trustee may request. Owner Participant acknowledges and agrees that Owner Trustee may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any distribution hereunder if required by law. To the extent that Owner Trustee becomes liable for the payment of any taxes in respect of any payment received by Owner Trustee or income thereon, Owner Participant shall pay such amounts to Owner Trustee on demand. Owner Participant shall indemnify, defend and hold the Owner Trustee harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Owner Trustee on or with respect to any payments received by Owner Trustee hereunder and the investment thereof unless such tax, late payment, interest, penalty or other expense was directly caused by the gross negligence or willful misconduct of the Owner Trustee.

Section 3.07 Vacancies . If any vacancy shall occur in the position of Owner Trustee for any reason, including, without limitation, removal, resignation, loss of United States citizenship or the inability or refusal of such Owner Trustee to act as Owner Trustee, the vacancy shall be filled in accordance with Section 3.04.

Section 3.08 Fees; Compensation . The Owner Trustee shall receive from the Owner Participant as compensation for the Owner Trustee’s services hereunder such fees as may heretofore and from time to time hereafter be agreed upon by the Owner Trustee and the Owner Participant and shall be reimbursed by the Owner Participant for all reasonable costs and expenses incurred or made by it in accordance with any of the provisions of this Agreement. If an event of default under any Lease shall occur, the Owner Trustee shall be entitled to receive reasonable compensation for its additional responsibilities, and payment or reimbursement for its expenses. Owner Trustee shall have a lien on the Trust Estate, prior to any interest therein of the Owner Participant, to secure payment of such fees and expenses.

Section 3.09 No D uties . Owner Trustee shall not have any duty (i) to see to any insurance on the Aircraft or maintain any such insurance, (ii) to see to the payment or discharge of any tax, assessment or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, the Aircraft ( provided, however, that Owner Trustee shall not create, permit or suffer to exist any lien or encumbrance on any part of the Aircraft which results from claims against Owner Trustee unrelated to its capacity as Owner Trustee hereunder), (iii) to confirm or verify any notices or reports, (iv) to inspect the Aircraft at any time or ascertain the performance or observance by either of any Lessee or Owner Participant of its covenants under any Lease, or (v) except as set forth herein, to see to any recording or see to the maintenance of any such recording or filing with the FAA or other government agency.

[Third Trust Assignment and Assumption Agreement (MSN 30241)]

Section 3.10 Status of Moneys Received . All moneys received by Owner Trustee under or pursuant to any provisions of this Agreement shall constitute trust funds for the purpose for which they are paid or held, and shall be segregated from any other moneys and deposited by Owner Trustee under such conditions as may be prescribed or permitted by law for trust funds.

Section 3.11 Owner Trustee May Re ly . Owner Trustee shall not incur any liability to anyone in acting or refraining from acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties, and the Owner Trustee need not investigate, re-calculate, evaluate, verify, or independently determine the accuracy of any information, statement, representation or warranty or any fact or matter stated in any such document. As to any fact or matter, the manner or ascertainment of which is not specifically described herein, Owner Trustee may for all purposes hereof request and rely on a certificate, signed by or on behalf of the party executing such certificate, as to such fact or matter, and such certificate shall constitute full protection of Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the Trust, Owner Trustee may, at the reasonable cost and expense of Owner Participant, employ or seek advice of counsel, agents, accountants and other skilled persons to be selected and employed by them, and Owner Trustee shall not be liable for the negligence or misconduct of any such persons, or be liable for anything done, suffered or omitted in good faith by Owner Trustee in accordance with the actions, advice or opinion of any such counsel, accountants or other skilled persons. In all events, Owner Trustee shall have no liability for any action taken or not taken or for any error in judgment made in good faith by Owner Trustee, and in no event shall Owner Trustee be liable for the acts or omissions of Owner Participant or any Lessee.

Section 3.12 Owner Trustee Acts as T rustee . In accepting the Trust, Owner Trustee acts solely as trustee hereunder and not in any individual capacity (except as otherwise expressly provided in this Agreement or any Lease), and all persons other than Owner Participant having any claim against the Owner Trustee by reason of the transactions contemplated hereby shall not have any recourse to Owner Trustee in its individual capacity.

Section 3.13 No Expenses for Owner Tr ustee . Owner Trustee shall not have any obligation by virtue of this Agreement to expend or risk any of its own funds, or to take any action which could, in the reasonable opinion of Owner Trustee, result in any cost or expense being incurred by Owner Trustee. Owner Trustee shall not be required to take any action or refrain from taking any action under this Agreement unless it shall have been directed and indemnified by Owner Participant in a manner and form satisfactory to Owner Trustee against any liability, cost or expense (including reasonable attorneys' fees) which may be incurred in connection therewith. No provisions of this Agreement shall be deemed to impose any duty on Owner Trustee to take any action if Owner Trustee shall have been advised by counsel that such action would expose it to personal liability, is contrary to the terms hereof or is contrary to law.

[Third Trust Assignment and Assumption Agreement (MSN 30241)]

Section 3.14 Notice of Event of Default; K nowledge . In the event that a responsible officer in the Corporate Trust Department of the Owner Trustee shall have actual knowledge of a default or an event of default under any Lease, the Owner Trustee shall give or cause to be given prompt notice of such default or event of default to the Owner Participant. The Owner Trustee shall take such action with respect to such default or event of default as shall be specified in written instructions from the Owner Participant. For all purposes of this Agreement and any Lease, in the absence of actual knowledge of a responsible officer in the Corporate Trust Department of the Owner Trustee, the Owner Trustee shall not be deemed to have knowledge of a default or event of default, or required to act based on, any event, report, information, default, or event of default unless notified in writing by the Owner Participant and shall have no duty to take any action to determine whether any default or event of default has occurred. Any notice or knowledge received by Owner Trustee in connection with this Agreement or the performance of Owner Trustee’s duties and responsibilities under this Agreement shall not be attributed or imputed to Wells Fargo Trust Company, N.A., or any affiliate, division or line of business of Wells Fargo Trust Company, N.A. in any other capacity, function or relationship, and any notice or knowledge received by Wells Fargo Trust Company, N.A., or any affiliate, division or line of business of Wells Fargo Trust Company N.A. in any other capacity, function or relationship, shall not be attributable or imputed to Owner Trustee in connection with this Agreement, or the performance of Owner Trustee’s duties and responsibilities under this Agreement. Receipt or delivery by Owner Trustee of any information or report provided to Owner Trustee or otherwise publicly available shall not constitute actual or constructive notice or knowledge to Owner Trustee of the contents of such report or information, absent an express contractual provision requiring Owner Trustee to review the contents of such report.

Section 3.15 Certain Duties and Responsibilities of Owner Truste e .

(a)     Owner Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and in any Lease or Operating Agreement and no implied duties, covenants or obligations shall be read into this Agreement or any Lease or Operating Agreement against Owner Trustee and any discretionary or permissive right or privilege afforded Owner Trustee in this Agreement or in any Lease or Operating Agreement shall not be construed as creating any duty on the part of Owner Trustee. Owner Trustee agrees that it will deal with the Aircraft or any other part of the Trust Estate in accordance with the terms of this Agreement and any Lease or Operating Agreement.

(b)     Whether or not herein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to Owner Trustee shall be subject to the provisions of this Section 3.15.

Section 3.16 No Representations or Warranties as to the Aircraft or Docume nts . OWNER TRUSTEE MAKES (i) NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE VALUE, CONDITION, DESIGN, OPERATION, MERCHANTABILITY OR FITNESS FOR USE OF THE AIRCRAFT OR AS TO THE TITLE THERETO, OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE AIRCRAFT WHATSOEVER, except that Wells Fargo Trust Company, National Association, in its individual capacity warrants that on the date on which the Aircraft was transferred to the Trust contemplated by the Existing Trust Agreement, Owner Trustee received whatever title was conveyed to it, and (ii) no other representations or warranties are made by the Owner Trustee other than to the extent expressly made herein by Owner Trustee, except that each party hereto hereby represents and warrants that it has full right, power and authority to enter into, execute, deliver and perform this Agreement and that this Agreement constitutes the legal, valid and binding obligation of each party hereto.

[Third Trust Assignment and Assumption Agreement (MSN 30241)]

Section 3.17 No Limitation of Regulatory Obligations . None of the provisions in this Section 3 are intended to alter the Owner Trustee’s duties under applicable Federal Aviation Regulations as the registered owner of the Aircraft.

ARTICLE 4

THE TRUST ESTATE

Section 4.01 Authorization and Direction to Owner Tr ustee . Owner Participant hereby authorizes and directs Owner Trustee, not individually but solely as Owner Trustee hereunder, and Owner Trustee covenants and agrees:

(a)      to execute and deliver each agreement, instrument or document to which Owner Trustee is a party in the respective forms thereof in which delivered from time to time by Owner Participant for execution and delivery and, subject to the terms hereof, to exercise its rights and perform its duties under any Lease in accordance with the terms thereof, including without limitation, accepting title to, and delivery of, the Aircraft and leasing the Aircraft to any Lessee or, subject to the provisions of Section 7 hereof, distributing the Aircraft to Owner Participant pursuant to the specific written instruction of Owner Participant;

(b)     to effect and maintain the registration of the Aircraft with the FAA by duly executing and filing or causing to be filed with the FAA (i) the Aircraft Registration Application, (ii) the Affidavit, (iii) the FAA Bill of Sale, (iv) an executed counterpart of this Agreement, and (v) any other document or instrument required therefor;

(c)       to execute and deliver each other document referred to in any Lease or which Owner Trustee is required to deliver pursuant to any Lease or this Agreement; and

(d)       subject to the terms of this Agreement, to perform the obligations and duties and exercise the rights of Owner Trustee under any Lease.

(e)      upon request by FAA, and with the cooperation of Owner Participant, to provide the FAA with the following information in an expeditious manner (generally within two (2) business days of the request or immediately in an emergency identified by the FAA): (i) the identity and contact information (address, phone number, email) of person or entity normally operating, or maintaining the operations of the Aircraft; (ii) where that person or entity resides or is incorporated and has its principal place of business; (iii) the location of the aircraft maintenance and other records; and; (iv) where the Aircraft is normally based and operated.

[Third Trust Assignment and Assumption Agreement (MSN 30241)]

(f)      upon request by FAA, and with the cooperation of Owner Participant, to provide the FAA with the following information in an expeditious manner (generally within five (5) business days of the request or immediately in an emergency identified by the FAA): (i) information about the operator, crew (names and pilot certificate numbers) and aircraft operations on specific dates; (ii) information about where the Aircraft will be on a specific date in the future and (iii) maintenance and other aircraft records.

(g)       to immediately forward all applicable FAA airworthiness directives to the Owner Participant, Lessee, and Operator, as applicable, by the most expeditious means available.

(h)       to notify the FAA Aircraft Registry by the most expeditious means available of the Owner Trustee’s resignation under Section 3.03, Resignation, or removal under Section 3.02, Removal, or of the termination of the Trust under Section 7.01, Termination Date.

(i)       to permit the inspection of the Aircraft and/or records by the FAA or any other duly authorized representatives of the U.S. or of the government of the country where it is based or operated, when an appropriate request is made by the FAA or other governmental entity entitled to inspect the aircraft and/or records.

(j)       Wells Fargo Trust Company, National Association shall have no liability in its individual capacity under this Section 4.01 except to the extent, and solely to the extent, that any failure to comply with any provision of this Section 4.01 is solely attributable to the gross negligence or willful misconduct of Wells Fargo Trust Company, National Association in its capacity as Owner Trustee. Under no circumstance shall Wells Fargo Trust Company, National Association in its individual capacity be liable to the Owner Participant under this Section 4.01, or any other provision of this Agreement, if any failure to comply with the requirements of this Section 4.01 or any other provision of this Agreement is caused by or is otherwise attributable to any action or inaction (whether or not performed in a timely manner) of any other Person (including the Owner Participant). Under no circumstances shall Wells Fargo Trust Company, National Association, in its individual capacity, be liable to any Person (other than the Owner Participant as expressly provided in this Section 4.01) for any breach of, or failure to comply with, the terms of this Section 4.01.

Section 4.02 Supplier War ranties . Trustor has assigned to Owner Trustee any and all warranties and indemnities of, and other claims against, any supplier relating to the Aircraft.

Section 4.03 Advances by Owner Participant . Owner Participant shall make advances to Owner Trustee in such amounts and at such times as may be necessary to permit Owner Trustee to satisfy its obligations under any Lease and this Trust Agreement.

Section 4.04 Owner Participant’s Du ties . Owner Participant hereby covenants and agrees:

(a)       upon a request by the FAA for information related to the Aircraft and the operation of the Aircraft that the FAA is legally entitled to receive from an owner or operator of an aircraft, which is issued to Owner Trustee (and forwarded by Owner Trustee to Owner Participant), as the case may be, to provide as expeditiously as reasonably practicable to Owner Trustee or the FAA, as the case may be, with all such requested information to the extent that Owner Participant has such information or actually receives such information from the operator or from any other source, including, if applicable, (i) information in relation to the operation, maintenance, location or base of operation of the Aircraft, and (ii) contact information of (x) the operator of the Aircraft and (y) any other person to whom the FAA may look to gather information related to crew members for the Aircraft, the Aircraft’s operations on specific dates, the location of the Aircraft, and maintenance and other aircraft records for the Aircraft;

[Third Trust Assignment and Assumption Agreement (MSN 30241)]

(b)     without limiting the provisions of Article 10, in connection with any transfer of Owner Participant’s beneficial interest in the Trust (other than a collateral assignment thereof), to provide Owner Trustee the identity and contact information with respect to the new Owner Participant and to update the operator information provided pursuant to Section 4.04(c) and 4.04(d) to the extent Owner Participant has such information or actually receives such information from the operator or from any other source;

(c)       to provide as expeditiously as possible to Owner Trustee, in response to a request by the Owner Trustee, the identity and contact information for the operator of the Aircraft under any Lease or Operating Agreement or bailment agreement entered into from time to time by Owner Participant, or any lease, bailment, or other arrangement entered into from time to time by a third party, whether or not at Owner Participant’s direction.

(d)       without limiting the provisions of Article 10, to require that any Lease, Operating Agreement, bailment, or similar arrangement transferring possession and operational control of the Aircraft provide the following or similar provisions to the same effect:

(i)     that all further transfers of the rights to possession and operational control of the Aircraft to a transferee must be in writing; provide the identity and contact information about the transferee; and the transferee’s assurance that if and when the transferee is notified that the Owner Trustee has made a request, to promptly provide information related to crewmembers of the Aircraft and the Aircraft's operations on specific dates, the location of the Aircraft, and the maintenance and other aircraft records for the Aircraft;

(ii)    that each such further transferee or operator (x) shall provide its reasonable cooperation to Owner Trustee, Owner Participant and the FAA in an expeditious manner with respect to any request from the FAA or other applicable governmental entity for information and access to records of the Aircraft which it is legally entitled to receive, and (y) shall authorize the FAA or any other duly authorized air authority representatives of the U.S. or the government where it is habitually based or operated, upon any request which the FAA or such other governmental entity is legally entitled to make under law applicable to such transferee or operator of the Aircraft, to inspect the Aircraft; and

[Third Trust Assignment and Assumption Agreement (MSN 30241)]

(iii)   that each such further transferee or operator agrees that the above- referenced information and inspection requirements would be made and agreed in all subsequent or downstream leases, operating agreements and bailment agreements thereby requiring each such subsequent transferee or operator to provide such contact information in the event that there has been a transfer of possession and operation to another party, to update such information when any changes occur, and to promptly confirm such information at any time upon request by Owner Trustee or Owner Participant, to provide its reasonable cooperation to Owner Trustee, Owner Participant and the FAA in an expeditious manner with respect to any request from the FAA or other applicable governmental entity for information and access to records of the Aircraft which it is legally entitled to receive made pursuant to existing regulations and policies, and (z) to authorize the FAA or such other governmental entity to inspect the Aircraft to the extent that it is legally entitled to make such request under law applicable to Owner Trustee, Owner Participant, the relevant counterparty to any such subsequent or downstream agreement or the Aircraft.

ARTICLE 5

DISTRIBUTIONS

Section 5.01 Receipts . Except as otherwise provided in this Agreement, any payment received by Owner Trustee for which provision as to the application thereof is made in any Lease shall be applied promptly to the purpose for which such payment shall have been made in accordance with the terms of such Lease; and any payment received by Owner Trustee for which no provision as to the application thereof is made in any Lease or in this Article 5 shall, unless Owner Participant shall have otherwise instructed Owner Trustee in writing, be distributed promptly to Owner Participant.

Section 5.02 Manner of Making D istributions . Owner Trustee shall make all distributions to Owner Participant under this Agreement and any Lease promptly upon the receipt of proceeds available for distribution, but shall not be obligated to make any distributions until the funds therefor have been received by Owner Trustee. All distributions to Owner Participant hereunder shall be made to such account and in such manner as Owner Participant shall from time to time direct in writing.

[Third Trust Assignment and Assumption Agreement (MSN 30241)]

ARTICLE 6

INDEMNIFICATION OF OWNER TRUSTEE BY OWNER PARTICIPANT

Section 6.01 Indemni fication . Owner Participant hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, to assume liability for, and does hereby indemnify, protect, save and keep harmless Wells Fargo Trust Company, National Association, in its individual capacity and its successors, assigns, legal representatives, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by Wells Fargo Trust Company, National Association in its individual capacity on or measured by any compensation received by Wells Fargo Trust Company, National Association in its individual capacity for its services hereunder), claims, actions, suits, costs, expenses or disbursements (including, without limitation, reasonable ongoing fees of Owner Trustee and reasonable attorneys' fees and expenses and court costs or losses incurred in connection with a successful defense, in whole or in part, of any claim that Wells Fargo breached its standard of care) of any kind and nature whatsoever which may be imposed on, incurred by or asserted against Wells Fargo Trust Company, National Association in its individual capacity (whether or not also indemnified against by a Lessee under any Lease or also indemnified against by any other person) in any way relating to or arising out of this Agreement or any Lease or the enforcement of any of the terms hereof or thereof, or in any way relating to or arising out of the manufacture, purchase, acceptance, nonacceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of the Aircraft (including, without limitation, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement), or in any way relating to or arising out of the administration of the Trust Estate or the action or inaction of Owner Trustee or Wells Fargo Trust Company, National Association in its individual capacity hereunder, except (a) in the case of willful misconduct or gross negligence on the part of Owner Trustee or Wells Fargo Trust Company, National Association in its individual capacity in the performance or nonperformance of its duties hereunder, as determined by a court of competent jurisdiction, or (b) those resulting from the inaccuracy of any express representation or warranty of Wells Fargo Trust Company, National Association in its individual capacity (or from the failure of Wells Fargo Trust Company, National Association in its individual capacity to perform any of its covenants) contained in this Agreement or any Lease, or (c) in the case of the failure to use ordinary care on the part of Owner Trustee or Wells Fargo Trust Company, National Association in its individual capacity in the disbursement of funds. The indemnities contained in this Article 6 extend to Wells Fargo Trust Company, National Association only in its individual capacity and shall not be construed as indemnities of the Trust Estate. The Indemnities contained in this Article 6 shall survive the assignment or termination of this Agreement and/or in the resignation or removal of Owner Trustee. In addition, and to secure the foregoing indemnities, Owner Trustee shall have a lien on the Trust Estate, which shall be prior to any interest therein of Owner Participant.

Section 6.02 Consequential Damages . Notwithstanding anything in this Agreement to the contrary, in no event shall Owner Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if Owner Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

ARTICLE 7

TERMINATION

Section 7.01 Termination D ate . The Trust shall terminate without any notice or other action of Owner Trustee upon the earlier of (a) such date as may be directed by Owner Participant and the sale or other final disposition by the Owner Trustee of all property constituting the Trust Estate or (b) twenty one years less one day after the earliest execution of this Trust Agreement by any party hereto.

[Third Trust Assignment and Assumption Agreement (MSN 30241)]

Section 7.02 Distribution of Trust Estate Upon Termina tion . Upon any termination of the Trust pursuant to the provisions of Section 7.01 hereof, Owner Trustee shall convey the Trust Estate to Owner Participant or its nominee.

ARTICLE 8

MISCELLANEOUS

Section 8.01 Nature of Title of Owner Pa rticipant . Owner Participant shall not have legal title to any part of the Trust Estate. No transfer, by operation of law or otherwise, of the right, title and interest of Owner Participant in and to the Trust Estate or the trusts hereunder, in accordance with the terms hereof, shall operate to terminate this Agreement or the trusts hereunder or entitle any successor or transferee of Owner Participant to an accounting or to the transfer of it of legal title to any part of the Trust Estate.

Section 8.02 Power of Owner Trustee to Co nvey . Any assignment, sale, transfer or other conveyance by Owner Trustee of the interest of Owner Trustee in the Aircraft or any part thereof made pursuant to the terms of this Agreement or any Lease shall bind Owner Participant and shall be effective to transfer or convey all right, title and interest of Owner Trustee and Owner Participant in and to the Aircraft or such part thereof. No permitted purchaser or other permitted grantee shall be required to inquire as to the authorization, necessity, expediency or regularity of such assignment, sale, transfer or conveyance or as to the application of any sale or other proceeds with respect thereto by Owner Trustee.

Section 8.03 Trust Agreement for Benefit of Certain Parties Only . Nothing herein, whether expressed or implied, shall be construed to give any person other than Owner Trustee and Owner Participant any legal or equitable right, remedy or claim under or in respect of this Agreement; but this Agreement shall be held to be for the sole and exclusive benefit of Owner Trustee and Owner Participant.

Section 8.04 N otices . Unless otherwise expressly provided herein, all notices, instructions, demands and other communications hereunder shall be in writing and shall be delivered personally or sent by registered or certified mail, postage prepaid and return receipt requested, or sent by facsimile transmission, with a confirming copy sent by air mail, postage prepaid, and the date of personal delivery or facsimile transmission or 7 business days after the date of mailing (other than in the case of the mailing of a confirming copy of a facsimile transmission), as the case may be, shall be the date of such notice, in each case addressed:

Wells Fargo Trust Company, National Association

299 South Main Street, 5th Floor

MAC: U1228-051

Salt Lake City, Utah 84111

Attention: Corporate Trust Department

Fax: +1 801 246-7142

Email: ctsleasegroup@wellsfargo.com

[Third Trust Assignment and Assumption Agreement (MSN 30241)]

Contrail Aviation Leasing, LLC

435 Investment Court

Verona, Wisconsin 53593

Attention: Joe Kuhn

Fax: +1 808 848-8101

Email: joe@contrail.com

Section 8.05 Co-Trustee and Separate Tr ustees . If at any time it shall be necessary or prudent in order to conform to any law of any jurisdiction in which all or any part of the Trust Estate is located, or Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest of Owner Participant or Owner Trustee, or Owner Trustee shall have been directed to do so by Owner Participant, Owner Trustee and Owner Participant shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute another bank or trust company or one or more persons (any and all of which shall be a Citizen of the United States) approved by Owner Trustee and Owner Participant, either to act as co-trustee jointly with Owner Trustee, or to act as separate trustee hereunder (any such co-trustee or separate trustee being herein sometimes referred to as "additional trustee"). In the event Owner Participant shall not have joined in the execution of such agreements supplemental hereto within 10 days after the receipt of a written request from Owner Trustee so to do, or in case an event of default, as defined in any Lease, shall have occurred and be continuing, Owner Trustee may act under the foregoing provisions of this Section 8.05 without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.05 in either of such contingencies.

Every additional trustee hereunder shall, to the extent permitted by law, be appointed and act, and Owner Trustee and its successors shall act, subject to the following provisions and conditions:

(a)     all powers, duties, obligations and rights conferred upon Owner Trustee in respect of the custody, control and management of moneys, the Aircraft or documents authorized to be delivered hereunder or under any Lease shall be exercised solely by Owner Trustee;

(b)    all other rights, powers, duties and obligations conferred or imposed upon Owner Trustee shall be conferred or imposed upon and exercised or performed by Owner Trustee and such additional trustee (U.S. citizen) jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (including the holding of title to the Trust Estate) Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional trustee;

[Third Trust Assignment and Assumption Agreement (MSN 30241)]

(c)     no power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised hereunder by such additional trustee, except jointly with, or with the consent in writing of, Owner Trustee;

(d)     the Owner Trustee shall not have any responsibility or liability relating to such appointment of a separate or co-trustee, and no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder;

(e)    Owner Participant, at any time, by an instrument in writing may remove any such additional trustee. In the event that Owner Participant shall not have executed any such instrument within 10 days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove any such additional trustee without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact for it in such connection in such contingency; and

(f)     no appointment of, or action by, any additional trustee will relieve the Owner Trustee of any of its obligations under, or otherwise affect any of the terms of, this Agreement or any Lease.

Section 8.06 Situs of Trust; Applicable Law; J urisdiction . The Trust has been accepted by Owner Trustee and will be administered in the State of Utah. The validity, construction and enforcement of this Agreement shall be governed by the laws of the State of Utah without giving effect to principles of conflict of law. Owner Participant submits to the non- exclusive jurisdiction of any state or federal court sitting in Salt Lake County, Utah in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. If any provision of this Agreement shall be invalid or unenforceable, the remaining provisions hereof shall continue to be fully effective, provided that such remaining provisions do not increase the obligations or liabilities of Owner Trustee.

Section 8.07 Ame ndment . This Agreement may not be amended, modified, supplemented, or otherwise altered except by an instrument in writing signed by the parties thereto. In connection with any such amendment or supplement, Owner Trustee shall be paid or reimbursed all fees and expenses incurred by Owner Trustee, pursuant to the terms of Section 3.08.

Section 8.08 Successors and A ssigns . In accordance with the terms hereof, this Agreement shall be binding upon and shall inure to the benefit of, and shall be enforceable by, the parties hereto and their respective successors and permitted assigns, including any successive holder of all or any part of Owner Participant's interest in the Trust Estate.

Section 8.09 H eadings . The headings of the Articles and Sections of this Agreement are inserted for convenience only and shall not affect the meaning or construction of any of the provisions hereof.

[Third Trust Assignment and Assumption Agreement (MSN 30241)]

Section 8.10 Co unterparts . This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and such counterparts together shall constitute and be one and the same instrument.

Section 8.11 Force M ajeure . Owner Trustee shall not be responsible or liable to Owner Participant, any Lessee or any other person hereunder for failure or delay in performance of this Agreement due to any war, fire, accident or other casualty, or any labor disturbance or act of God or the public enemy, or any other contingency beyond Owner Trustee’s reasonable control.

Section 8.12 Waiver of Trial by Jur y . EACH PARTY HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT HEREOF OR THEREOF. EACH PARTY AGREES THAT THIS SECTION 8.12 IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT AND EACH OF THE OTHER TRANSACTION DOCUMENTS AND ACKNOWLEDGES THAT THE OTHER PARTIES WOULD NOT HAVE ENTERED INTO THIS AGREEMENT AND CONSUMMATED THE TRANSACTIONS CONTEMPLATED HEREBY IF THIS SECTION 8.12 WERE NOT PART OF THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS.

ARTICLE 9

CERTAIN LIMITATIONS

Section 9.01 Limitations on Control, E xceptions .

(a)      Limitation on C ontrol . Notwithstanding any other provision of this Agreement, but subject to paragraph (b) of this Section 9.01, the Owner Participant will have no rights or powers to direct, influence or control the Owner Trustee in the performance of the Owner Trustee's duties under this Agreement, including matters involving the ownership and operation of the Aircraft. The Owner Trustee shall exercise its duties under this Agreement in connection with matters involving the ownership and operation of the Aircraft, as the Owner Trustee, in its discretion, shall deem necessary to protect the interests of the United States, notwithstanding any countervailing interest of any foreign power which, or whose citizens, may have a direct or indirect interest in the Owner Participant and any such action by the Owner Trustee shall not be considered malfeasance or in breach of any obligation which the Owner Trustee might otherwise have to the Owner Participant; provided, h owever , that subject to the foregoing limitations, the Owner Trustee shall exercise this discretion in all matters arising under the Agreement, including the ownership and operation of the Aircraft with due regard for the interests of the Owner Participant. In exercising any of its rights and duties under this Agreement in connection with matters which may arise not relating to the ownership and operation of the Aircraft, the Owner Trustee shall be permitted to seek the advice of the Owner Participant before taking, or refraining from taking, any action with respect thereto. To the extent that the Owner Trustee takes any action or inaction in accordance with any written instruction and/or advice of the Owner Participant given or in exercising its discretion under this Article 9, such action or inaction shall not be deemed to be gross negligence or willful misconduct. The Owner Trustee shall notify the Owner Participant of its exercise of rights and duties under this Agreement in connection with matters involving the ownership and operation of the Aircraft.

[Third Trust Assignment and Assumption Agreement (MSN 30241)]

(b)      Certain Exceptions . Subject to the requirements of the preceding paragraph (a), the Owner Trustee agrees that it will not, without the prior written consent of the Owner Participant, sell, mortgage, pledge or otherwise dispose of the Aircraft or other assets held in the Trust Estate relating thereto or amend any Lease or other document (other than a document over which the Owner Trustee has the absolute and complete discretion established under Section 9.01(a) Limitation on Control of this Agreement) or give any consents thereunder except as otherwise expressly provided for herein.

(c)      P urpose . The purpose of this Section 9.01 is to assure that (i) the Aircraft shall be controlled with respect to such matters as are described in Section 9.01(a) of this Agreement by a Citizen of the United States and (ii) the Owner Participant shall have no power to influence or control the exercise of the Owner Trustee's authority with respect to such matters and (iii) Owner Trustee shall be able to give the affidavit required by Section 47.7 (c) (2) (iii) of the Federal Aviation Regulations. Section 9.01 shall be construed in furtherance of the foregoing purpose; provided , however, that this Article 9 shall be ignored and given no force or effect (i) if Owner Participant determines it meets the requirements for a Citizen of the United States and both Owner Participant and Owner Trustee file with the FAA the affidavits required by Section 47.7(c)(2)(ii) of the Federal Aviation Regulations, 14 C.F.R. §47.7(c)(2)(ii) or (ii) during periods when the Aircraft has been registered in a non-United States jurisdiction and a de-registration telex has been issued by the FAA in connection with the re-registration of the Aircraft in such non-United States registration.

Section 9.02 G eneral . Notwithstanding anything to the contrary in this Agreement, the Owner Trustee and the Owner Participant hereby agree as follows:

If persons who are neither U.S. citizens or resident aliens have the power to direct or remove the Owner Trustee, either directly or indirectly through the control of another person, those persons together shall not have more than twenty five (25%) percent of the aggregate power to direct or remove the Owner Trustee.

Section 9.03 Pr iority . In creating and accepting the Trust, Owner Participant and Owner Trustee each acknowledges that in case of conflict, the limitations in Article 9 of this Agreement are paramount and superior to any other terms and conditions in this Agreement; or in any other document or documents including without limitation, under a Lease or an Operating Agreement to which Owner Participant and Owner Trustee are a party in respect of the Trust. It is understood and agreed by the parties hereto that nothing in this Agreement shall relieve any of the Owner Participant, the Owner Trustee or any other Person of any obligation to comply with any law rule or regulation of any governmental authority with respect to the ownership and operation of the Aircraft.

[Third Trust Assignment and Assumption Agreement (MSN 30241)]

ARTICLE 10

COMPLIANCE WITH LAWS

Section 10.01 Covenant to Comply with Export Restrictions and U.S. Laws . Owner Participant acknowledges that the Aircraft may be subject to restrictions involving the export and re-export of the same pursuant to the laws and regulations of the United States, that the laws and regulations of the United States restrict the transfer of any interest in the Aircraft to certain persons (collectively, the “Export Restrictions”) and that such Export Restrictions may apply to the Aircraft even after the Aircraft has been physically removed or transferred from the United States. Owner Participant also acknowledges that the Owner Trustee, as a U.S. regulated financial institution, is subject to the laws and regulations of the United States, including, without limitation, those promulgated by the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC) and the Financial Crimes Enforcement Network (FinCEN) (collectively, the “U.S. Laws”). Owner Participant agrees that it will comply with, and will not knowingly permit the Aircraft to be used in a manner that is contrary to, Export Restrictions and U.S. Laws applicable to (1) the Owner Participant; (2) the Owner Trustee; or (3) the Aircraft, including the acquisition, possession, operation, use, maintenance, leasing, subleasing, or other transfer or disposition thereof.

Section 10.02 Approval of Transfer . Owner Participant agrees that it will not permit the assignment of this Agreement, any transfer of the beneficial interest of the Owner Participant created by this Agreement, or a lease or sublease of the Aircraft (collectively, a “Transfer”) without Owner Trustee’s prior written approval of such Transfer. Owner Trustee shall not unreasonably delay its decision on a request for approval from Owner Participant nor shall it unreasonably withhold its approval to such request. To facilitate Owner Trustee’s evaluation of the Transfer, Owner Participant agrees that it will use reasonable efforts to provide Owner Trustee with any information reasonably requested by the Owner Trustee regarding the Transfer, the proposed transferee and/or the ownership of the proposed transferee. Owner Trustee’s decision to approve or disapprove the proposed Transfer shall not be deemed to have been unreasonably delayed if Owner Trustee has not obtained the information it needs to make the decision, and Owner Trustee’s approval of the proposed Transfer shall not be deemed to have been unreasonably withheld if Owner Trustee has determined that the Transfer will or may reasonably be expected to put Owner Trustee at risk of violating any laws or regulations applicable to Owner Trustee including, without limitation, the Export Restrictions and/or U.S. Laws. If Owner Trustee withholds approval of a Transfer as set forth herein, then: (i) subject to the terms of this Agreement, Owner Trustee may resign; and (ii) Owner Trustee shall have no obligation to consent to or facilitate a Transfer while Owner Trustee’s resignation is pending.

Section 10.03 KYC Checks . Owner Participant agrees that it will, promptly upon the Owner Trustee’s request, supply to the Owner Trustee any documentation or other evidence that is reasonably required by the Owner Trustee to carry out and be satisfied with the results of all applicable "know your customer" checks.

(The remainder of this page intentionally left blank)

[Third Trust Assignment and Assumption Agreement (MSN 30241)]

IN WITNESS WHEREOF, Owner Trustee and Owner Participant have caused this Agreement to be duly executed all as of the date first above written.

[Third Trust Assignment and Assumption Agreement (MSN 30241)]

Exhibit 10.6

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

EXECUTION VERSION

NETTING LETTER – MSN 30241

This Agreement is made on July 26, 2019 between:

The parties refer to:

It is agreed between the parties that:

In witness whereof, the parties have executed this Letter on the day and year first above written.

[ Signature Pages Follow ]

Execution Page

For and on behalf of:

SAPPHIRE FINANCE I HOLDING DESIGNATED ACTIVITY COMPANY

Name:   William Brennan

Title:     Director

Signature: /s/ William Brennan

Signature Page

Netting Letter

MSN 30241

Ne

CONTRAIL AVIATION LEASING, LLC

Name: Miriam Cohen-Kuhn

Title:     CFO

Signature: /s/ Miriam Cohen-Kuhn

-Signature Page-

Netting Letter

MSN 30241

Exhibit 10.7

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.

EXECUTION VERSION

AMENDMENT NUMBER FIVE TO

AIRCRAFT LEASE AGREEMENT

Dated as of June 20, 2019

BETWEEN

WELLS FARGO TRUST COMPANY, NATIONAL ASSOCIATION

(f/k/a Wells Fargo Bank Northwest, National Association), not in its individual capacity,

but solely as owner trustee

as Lessor

AND

SUN COUNTRY, INC.

DBA SUN COUNTRY AIRLINES

(formerly known as MN Airlines, LLC)

as Lessee

Concerning:

One (1) Boeing 737-700 (737-73V) Aircraft

Manufacturer’s Serial Number 30241

U.S. Registration Number N710SY

AMENDMENT NUMBER FIVE TO AIRCRAFT LEASE AGREEMENT

This AMENDMENT NUMBER FIVE TO AIRCRAFT LEASE AGREEMENT (this" Am endmen t ") is dated as of June 20, 2019 and is entered into between WELLS FARGO TRUST COMPANY, NATIONAL ASSOCIATION (f/k/a Wells Fargo Bank Northwest, National Association), not in its individual capacity, but solely as owner trustee ( " Lessor ") and SUN COUNTRY, INC. DBA SUN COUNTRY AIRLINES (formerly known as MN Airlines, LLC), a corporation incorporated and existing under the laws of Minnesota ( " L e ssee ").

RECITALS

WHEREAS, C.I.T. Leasing Corporation ( “ CITL C ”) and Lessee have previously entered into that certain Aircraft Lease Agreement dated as of January 14, 2009, as supplemented by that certain Lease Supplement dated as of January 30, 2009, which was recorded as one instrument by the Federal Aviation Administration on February 4, 2009 and assigned Conveyance No. SB003509, and as amended by that certain Amendment Number One to Aircraft Lease Agreement dated as of November 30, 2011, which was recorded by the Federal Aviation Administration on January 6, 2012 and assigned Conveyance No. JB004755, and as further amended by that certain Amendment Number Two to Aircraft Lease Agreement dated as of October 15, 2013, which was recorded by the Federal Aviation Administration on December 11, 2013 and assigned Conveyance No. NW006692, and as further amended by that certain Amendment Number Three to Aircraft Lease Agreement dated as of June 9, 2015, which was recorded by the Federal Aviation Administration on July 9, 2015 and assigned Conveyance No. KT013830, and as further assigned, assumed and amended by that certain Assignment, Assumption and Amendment Agreement dated as of August 22, 2016 among CITLC, as assignor, Lessor, as assignee, and Lessee, which was recorded by the Federal Aviation Administration on August 23, 2016 and assigned Conveyance No. SD009963, and as further amended by that certain Amendment Number Four to Aircraft Lease Agreement dated as of February 23, 2018, recorded by the Federal Aviation Administration on March 21, 2018 and assigned Conveyance No. DV022033 (the " Lease ");

WHEREAS, pursuant to the Lease, Lessee is currently leasing from Lessor one (1) Boeing 737-73V aircraft bearing Manufacturer's serial number 30241 and United States Registration Number N710SY and two (2) CFM International Inc. model CFM56-7B22 (also described in the FAA records as model CFM56-7B20) aircraft engines bearing manufacturer’s serial numbers 889727 and 889728 (as more fully described and defined in the Lease, the " Aircraft "); and

WHEREAS, Lessee and Lessor desire amend certain provisions of the Lease as set forth in this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants herein set forth, Lessor and Lessee hereby agree as follows:

Lease Amendment Number Five
Wells Fargo Trust Company, N.A. / Sun Country, Inc.
B737-700 / MSN 30241

AGREEMENT

“ Return Modification Amount ” has the meaning given to such term on Schedule 1 hereto.

Capitalized terms not otherwise defined herein shall have the meanings given to them in the Lease.

(a)      G ENERAL . Exhibit B, GENERAL section is hereby amended by deleting the following sub-sections in their entirety :

(i)     The text of sub-section (2): “(2) The Aircraft exterior shall be washed and the interior shall be clean. The cockpit shall be repainted if required to eliminate existing stains, excessive wear, and inappropriate markings. Placards shall be replaced if unreadable, missing or not in the English language.”;

(ii)    The text of sub-section (7): “(7) Cockpit windows shall have no crazing or delamination that exceed maintenance manual allowable limits, and passenger compartment windows shall have no crazing that obstructs the view from the windows. All equipment and furnishings in the interior of the Aircraft which are defective, damaged, or excessively worn shall be repaired or replaced by Lessee.”;

(iii)   The text of sub-section (10): “(10) At the end of the Term, Lessee shall obtain an export certificate of airworthiness for the Aircraft and Lessor shall reimburse Lessee at Lessee's Actual Cost for the cost of any modifications required for the Aircraft to comply with the import requirements of such other country.”; and

Lease Amendment Number Five
Wells Fargo Trust Company, N.A. / Sun Country, Inc.
B737-700 / MSN 30241

(iv)    The text of sub-section (11): “(11) Prior to the Expiration Date, all temporary repairs accomplished during the Term, including repairs using blind fasteners (except to the extent that the use of blind fasteners is considered a permanent repair in accordance with the Airframe Manufacturer's structural repair manual for the Aircraft) and those requiring repetitive inspections or future upgrading, shall be upgraded to a permanent repair and all external doublers (scab patches) installed during the Term shall be replaced with flush repairs, all in accordance with the Manufacturer's maintenance manual, structural repair manual, or other FAA and Airframe Manufacturer approved data, provided, however, such replacement of a doubler shall not be required where installation of such doubler is (i) the only approved repair in accordance with the Manufacturer's maintenance manual, structural repair manual or other FAA approved data, (ii) the result of a Manufacturer recommended service bulletin accomplishment, or (iii) where a flush repair cannot be accomplished due to inaccessibility of the area.”

(b)      P AINT . Exhibit B, PAINT is hereby amended by deleting in its entirety the following text of sub-section (1):

(i)     “(1) The Aircraft fuselage including radome, wing to body fairings, wheel well doors, vertical stabilizer, and engine cowlings (if previously painted) shall be prepared for repainting in accordance with the Airframe Manufacturer’s recommended procedures, and the fuselage shall be repainted white using a quality paint acceptable to Lessor. All other areas of the Aircraft where paint is peeled, chipped or worn out, including control surfaces shall be restored as necessary to provide a uniform appearance. Preparation for such repainting shall include restoration of aerodynamic sealer in areas requiring aerodynamic sealer due to deterioration or missing sealant. All required placards and markings shall be in the English language and shall be replaced if not in English, or if deteriorated.”

(c)      AIRFRAME . Exhibit B, AIRFRAME is hereby amended and restated in its entirety as follows:

(i)     “(2) Immediately prior to redelivery of the Aircraft to Lessor, the Aircraft shall have no overdue tasks required by the MPD.”

(d)      INTERIOR . Exhibit B, INTERIOR is hereby amended and restated in its entirety as follows:

(i)     “The Aircraft shall be in the same configuration (including, but not limited to, interior seating configuration, galleys and lavatories) as at the time of Lessee’s last revenue flight.”

(e)      I NSPECTION . Exhibit B, INSPECTION is hereby deleted in its entirety and restated as follows:

(i)     “The Aircraft is to be returned in serviceable condition with redelivery in Marana, Arizona.”

Lease Amendment Number Five
Wells Fargo Trust Company, N.A. / Sun Country, Inc.
B737-700 / MSN 30241

Lease Amendment Number Five
Wells Fargo Trust Company, N.A. / Sun Country, Inc.
B737-700 / MSN 30241