EXECUTION 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. Purchase Agreement Airbus Model A320-214 aircraft manufacturer's serial...
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EXECUTION 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. Purchase Agreement Airbus Model A320-214 aircraft manufacturer's serial number [*******] Dated August 29, 2024 Aurick One Limited Seller CASP Leasing I, LLC Buyer
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Table of Contents Page 1. Definitions and Interpretation 1 2. Purchase of Aircraft. 4 3. Conditions to Closing 7 4. Taxes 9 5. Representations, Warranties and Covenants of Seller 10 6. Representations, Warranties and Covenants of Buyer 11 7. Indemnity 11 8. Assignment of Warranties 12 9. Notices 12 10. Governing Law 13 11. Confidentiality 14 12. Miscellaneous 14 EXHIBIT A – FORM OF ACCEPTANCE CERTIFICATE EXHIBIT B – DELIVERY CONDITIONS EXHIBIT C – FORM OF WARRANTY BILL OF SALE
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This Purchase Agreement, dated August 29, 2024 (this “Agreement”), is between: (1) Aurick One Limited, an Irish limited liability company, having its principal place of business at The Mill Enterprise Hub, Newtown Link Road, Drogheda, Co. Louth, X00 XX0X, Ireland (“Seller”), and (2) CASP Leasing I, LLC, a Delaware limited liability company, having its principal place of business at 000 Xxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxx 53593-8788, U.S.A. (“Buyer”). WHERAS, Seller owns all legal and beneficial title to the airframe, engines, parts and technical records described in this Agreement and Buyer desires to purchase and Seller desires to sell such property on the terms and conditions set forth in this Agreement. NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows: 1. Definitions and Interpretation 1.1 Definitions In addition to the terms and expressions defined elsewhere in this Agreement, the following terms and expressions shall have the following meanings: Acceptance Certificate the Acceptance Certificate signed by Buyer on the Delivery Date substantially in the form attached as Exhibit A. Affiliate as defined in the Lease. Aircraft the Airframe, Engines, Parts and the Technical Records. Additional Rent as defined in the Lease. After-Tax Basis on a basis such that any payment received or deemed to have been received by any Person shall be supplemented by a further amount paid to that Person, so that the recipient is held harmless on an after-tax basis from all taxes, penalties, fines, interest and other charges taking into account any related credits or deductions resulting from the receipt (actual or constructive) of such payments imposed by or under any Government Entity. Airframe the Airbus Model A320-214 airframe with manufacturer's serial number [*******], excluding the Engines or any engine from time to time installed on such airframe, (ii) any and all Parts attached to, incorporated in, installed on or appurtenant to such airframe. Applicable Law as defined in the Lease.
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2 Basic Rent the monthly rent payments of (a) $[*******] per month in respect of the months of January, February and March of 2024 (assuming the Lease commenced on the Economic Closing Date) and (b) $[*******] per month in respect of the months from (and including) April 2024 through (and including) the month in which the Delivery Date occurs. Bulgarian Civil Authority the Directorate General Civil Aviation Administration at the Ministry of Transport and Communications of Bulgaria and/or its Director General, as appropriate. Business Day any day other than a Saturday, a Sunday or a day on which commercial banking institutions in New York, New York and Dublin, Ireland are authorized or required to be closed. Buyer Indemnitees Contrail Aviation Support, LLC, Xxxxxx Partners and each of their respective directors, officers, servants, contractors, agents and employees. Certificate of Acceptance as defined in the Lease. Certificate of Delivery Condition as defined in the Lease. Commitment Fee as defined in the Lease. Delivery Conditions as set forth in Exhibit B attached hereto. Delivery Date the Scheduled Delivery Date or such other date to which Seller and Buyer shall agree in accordance with Section 2.2 on which Seller shall transfer the Aircraft to Buyer. Delivery Time the time on the Delivery Date at which Xxxxx accepts delivery of the Aircraft by executing and delivering to Seller the Acceptance Certificate. Dollars or “$” the legal currency of the United States of America. Economic Closing Date January 1, 2024. Engines each of the two CFM Model CFM56-5B4/P aircraft engines bearing manufacturer’s serial numbers [*******] and [*******], together with any and all Parts attached to, incorporated in, installed on or appurtenant to any such engine. Final Delivery Date as defined in the Lease. Government Entity as defined in the Lease.
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3 Lease the Lease Agreement in respect of the Aircraft between Buyer and Lessee dated on or before the date of this Agreement. Lessee Electra Airways OOD, a company organized and existing under the laws of the Republic of Bulgaria, registered in the Commercial and NPLE Register under corporate number (EIK) 203506186, registered in the Bulgarian Registry of the Airlines Operating Chiefly on International Routes. Maintenance Records as defined in Section 2.6 herein. Net Purchase Price the Purchase Price adjusted as follows: (a) reduced by (i) an amount equal to all Basic Rent pertaining to the period from but excluding the Economic Closing Date and ending on and including the Delivery Date (including the Basic Rent due for the entire month in which the Delivery Date occurs) had the Lease commenced on the Economic Closing Date, and (ii) an amount equal to all Additional Rent pertaining to the period from but excluding the Economic Closing Date and ending on and including the Delivery Date had the Lease commenced on the Economic Closing Date; (b) increased by the daily amount of interest on the amount of the Purchase Price at a rate of (i) 6% (on an actual/360 day year basis) from but excluding the Economic Closing Date and ending on and including July 31, 2024; and (ii) 8% (on an actual/360 day year basis) from August 1, 2024 and ending on and including the Delivery Date; and (c) reduced by the amount of the Commitment Fee. Parts any and all appliances, parts, instruments, appurtenances, accessories, furnishings, seats that were previously installed on the Airframe and other equipment or components of whatever nature (other than complete Engines or engines) incorporated in, installed in, attached to or appurtenant to the Aircraft. Person as defined in the Lease. Purchase Price $[*******] Sales Taxes any sales, use, excise, transfer, gross receipts, value added or other similar taxes, fees or charges applied or assessed on the sale of the Aircraft under this Agreement.
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8 (v) confirmation of the location of the Aircraft and that the Aircraft is (and will, throughout the duration of the closing be) located in Katowice, Poland, Dublin, Ireland or in international airspace; (e) satisfaction of all conditions precedent set forth in Sections 3.1 and 3.2 of the Lease (or their waiver or deferral by Buyer, as lessor); (f) Seller shall not be in default of its obligations under this Agreement or any Sale Document to which it is a party; (g) Buyer being satisfied that no Default or Event of Default (each as defined in the Lease) has occurred and is continuing; (h) evidence that all applicable documentation to be filed with the Bulgarian Civil Aviation Authority to reflect the transfer of ownership of the Aircraft and the leasing of the Aircraft pursuant to the Lease is in final form, executed and positioned for filing immediately following the Delivery Date; and in particular: (i) application for the approval of the lease transaction the Lease to be filed with the Bulgarian Civil Aviation Authority by the Lessee under the Lease; (ii) application for change of and the issuance of new certificate of registration of the Aircraft by keeping its current registration mark [*******] to evidence the Buyer as the owner to be filed with the Bulgarian Civil Authority by the Lessee ; and (iii) application for the amendment of the aircraft station license of the Aircraft to evidence the Buyer as the owner to be filed with the Bulgarian Civil Aviation Authority by the Lessee. (i) There shall have occurred no total loss of the Aircraft and no adverse change in the condition of the Aircraft subsequent to the completion of Buyer’s inspection of the Aircraft described in Section 2.6 of this Agreement. (j) There shall have occurred no material adverse change in the financial condition or operations of the Lessee subsequent to the date of this Agreement. (k) Evidence that the applications for deregistration of the following existing pledges on the Aircraft and the Engines have been filed with the respective Bulgarian authorities, as follows: (i) An aircraft pledge over the Aircraft and the Engines, established pursuant to an Aircraft Pledge Agreement dated 21 September 2023 the Seller as pledgor and NIGEL LIMITED as pledgee, registered with the Bulgarian Civil Aircraft Register as of 25 September 2023; (ii) A special pledge of the Engines pursuant to a Special Pledge Agreement on movable assets dated 21 September 2023, registered with the Bulgarian Central Register on Special Pledges on 21 September 2023 under reg. No. [*******].
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- signature page - IN WITNESS WHEREOF, Xxxxxx and Xxxxx have caused this Purchase Agreement to be executed by their duly authorized officers as of the date first above written. Aurick One Limited as Seller ________________________ By: Name: Title: ________________________ By: Name: Title: ________________________ By: Name: Title: CASP Leasing I, LLC as Buyer By: Contrail Aviation Support, LLC - Manager ________________________ By: Xxxxxx X. Xxxx Title: CEO
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EXHIBIT A Page 1 EXHIBIT A – FORM OF ACCEPTANCE CERTIFICATE Acceptance Certificate This Acceptance Certificate is delivered on the date set forth in paragraph 1 below by CASP Leasing I, LLC (“Buyer”) to Aurick One Limited (“Seller”) pursuant to a purchase agreement dated [ ], between Buyer and Seller in respect of one Airbus model A320-214 airframe bearing manufacturer’s serial number [*******] (the “Purchase Agreement”). Capitalized terms used but not defined in this Acceptance Certificate shall have the meaning given to such terms in the Purchase Agreement. Buyer hereby confirms to Seller that Buyer has at [hour]:[minute] [time zone] on this [ ] day of [ ] 2024, at [PLACE], accepted the following, in accordance with the provisions of the Purchase Agreement: (a) one Airbus Model A320-214 airframe bearing manufacturer’s serial number [*******]; (b) two CFM Model CFM56-5B4/P aircraft engines bearing manufacturer’s serial numbers [*******] and [*******]; (c) all Parts installed on, attached to, incorporated in or appurtenant to the Airframe and Engines; and (d) the Technical Records with respect to the Airframe, Engines and Parts set forth above. IN WITNESS WHEREOF, Xxxxx has duly executed this Acceptance Certificate this [ ] day of [ ] 2024. CASP Leasing I, LLC as Buyer By: Contrail Aviation Support, LLC - Manager ______________________________ By: Xxxxxx X. Xxxx Title: CEO
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EXHIBIT B Page 1 EXHIBIT B – DELIVERY CONDITIONS The Aircraft will satisfy the Delivery Conditions set forth below. The Aircraft will otherwise be in “as is, where is, with all faults” condition on the Delivery Date. 1. The Aircraft will have a valid Certificate of Airworthiness. 2. The Aircraft will have a valid Certificate of Release to Service. 3. The Aircraft will have Technical Records acceptable to Buyer. 4. The Aircraft interior will be configured as per the LOPA presented during the Pre-Purchase Inspection. 5. The Aircraft will be in compliance with all Type Design and EASA (if different from Type Design) Airworthiness Directives that by their terms require compliance on the Delivery Date. 6. The Aircraft will be in compliance with all applicable EASA requirements for passenger operation as a transport category commercial Aircraft including EU-OPS 1 and Part M. 7. Each Engine will be serviceable. 8. The APU will be serviceable. 9. Landing Gear will be serviceable.
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EXHIBIT C Page 1 EXHIBIT C – FORM OF WARRANTY BILL OF SALE Warranty Bill of Sale Aurick One Limited, (“Seller”), in consideration of Ten Dollars and other good and valuable consideration, receipt of which is acknowledged, grant, bargain, sell and assign to CASP Leasing I, LLC (“Buyer”), its successors and assigns, the following airframe, engines and parts (collectively, the “Aircraft”) and the Technical Records (a) one Airbus Model A320-214 airframe bearing manufacturer’s serial number [*******]; (b) two CFM Model CFM56-5B4/P aircraft engines bearing manufacturer’s serial numbers [*******] and [*******]; (c) all parts, appliances, equipment, instruments, components and accessories attached to, installed in, incorporated in or appurtenant to such airframe and engines; and (d) all Technical Records with respect to the Aircraft. Capitalized terms used but not defined in this Warranty Bill of Sale have the meanings defined in the purchase agreement dated [ ], between Buyer and Seller in respect of the Aircraft. Seller warrants to Buyer and its successors and assigns that Seller has been the legal and beneficial owner of the Aircraft and that Seller hereby vests in Buyer good and marketable title to the Aircraft, free and clear of all Security Interests other than any Security Interest created by or through Buyer or any Permitted Lien (as defined in the Lease). Seller, for itself and for its successors and assigns, agrees and warrants that it and its successors and assigns shall defend the good and marketable title of Buyer to the Aircraft against the claims of any Person. THIS BILL OF SALE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.