MASTER USED AIRCRAFT PURCHASE AGREEMENT, 2012

Template Document prepared jointly by AWG and IATA

Release Date: October 2012

PREPARATORY NOTES
This template document was jointly prepared by AWG IATA for permissive use by
the aviation industry. It is designated as a template document and is intended as a
mid-market text which could be used as such or as a framework for efficient
negotiations, as the transaction parties deem fit. It may be used by any transaction
party, whether or not a member of AWG or IATA.
Neither AWG nor IATA express a view on whether this template document should be
used in a particular transaction or on whether the positions reflected in the template
are appropriate for any particular transaction parties.
If used, this template document may be amended in any manner deemed appropriate
by the transaction parties.
The structure of this template document is that of a master agreement which is not
signed but rather is incorporated by reference in a particular transaction through an
individually executed Purchase Agreement which is annexed hereto. It may also be
used in connection with the Master Aircraft Lease Assignment, Assumption and
Amendment Agreement (2012), a similar AWG IATA prepared template document.
Transaction parties electing to make use of this template document should consult the
Users Guide and Commentary (2012) prepared in connection herewith.

TABLE OF CONTENTS

1.

DEFINITIONS AND INTERPRETATION........................................................................................................

2.

TERMS OF SALE AND PURCHASE.............................................................................................................

3.

PURCHASE PRICE, DEPOSIT AND TAXES................................................................................................

4.

PRE-DELIVERY INSPECTION.......................................................................................................................

5.

NON-COMPLIANCE, DAMAGE OR FAULT OR TOTAL LOSS BEFORE DELIVERY................................

6.

DELIVERY........................................................................................................................................................

7.

DISCLAIMERS AND WAIVERS......................................................................................................................

8.

MANUFACTURER'S WARRANTIES..............................................................................................................

9.

INDEMNITIES AND LIABILITY INSURANCE................................................................................................

10.

TERMINATION.................................................................................................................................................

11.

REPRESENTATIONS AND WARRANTIES...................................................................................................

12.

CAPE TOWN CONVENTION..........................................................................................................................

13.

MISCELLANEOUS PROVISIONS................................................................................................................

14.

TIME OF ESSENCE......................................................................................................................................

15.

NO BROKERS OR OTHER THIRD PARTIES.............................................................................................

_________________________________________________________________________________________
Annex 1 Definitions and Rules of Interpretation 1-A
Annex 2 Form of Purchase Agreement. 2-A
Annex 3 Conditions Precedent 3-A

MASTER USED AIRCRAFT PURCHASE AGREEMENT, 2012 (Master Agreement) applies to used
aircraft sale and purchase arrangements contemplated hereby between one party (Seller) and
another party (Purchaser).
RECITALS
WHEREAS this standardized form has been developed to facilitate the sale and purchase of used
aircraft and associated equipment; and
WHEREAS Purchaser and Seller (individually a Party and collectively the Parties) wish to use this
Master Agreement for specific transactions (Purchase Agreements) on the terms hereof as
modified thereby.
IT IS HEREBY AGREED as follows:
1.

DEFINITIONS AND INTERPRETATION

The definitions and rules of interpretation specified in a nnex 1 shall apply hereto and to any Purchase
Agreement.
2.

TERMS OF SALE AND PURCHASE

2.1

Terms of Purchase Agreement

2.1.1
This Master Agreement governs the sale of any used aircraft (the Aircraft) described in a
Purchase Agreement specifically incorporating the terms hereof.
2.1.2
A Purchase Agreement modifies the terms hereof in respect of the Aircraft described therein.
Where a Purchase Agreement is executed, this Master Agreement as so modified, together with the
Purchase Agreement to which it is incorporated, shall be (i) read as a single independent contract
applicable to such Aircraft and (ii) referred to herein as this Agreement.
2.1.3

A Purchase Agreement shall take the form of annex 2 .

2.2

Agreement to Sell and Purchase

2.2.1
Subject to the provisions of this Agreement, Seller agrees to sell the Aircraft to Purchaser,
and Purchaser agrees to purchase the Aircraft from Seller, on the Delivery Date, in an as is, where
is condition.
2.2.2
Subject to the provisions of this Agreement, Seller shall pass to Purchaser upon Delivery
good title to the Aircraft, free and clear of any Liens other than (i) Permitted Liens, and (ii) if a Lease
is specified in Part I, point 4 of the Purchase Agreement, the Lease.
2.2.3
Risk of loss or destruction of the Aircraft or damage to the Aircraft shall pass from Seller to
Purchaser upon Delivery.

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2.3

Conditions Precedent

2.3.1
Seller's obligation to sell the Aircraft is conditional on satisfaction of, or discretionary waiver
by Seller of, the conditions precedent (the Seller Conditions Precedent) (i) specified in Part A of
annex 3 and (ii) if any, specified in Part I, point 7A of the Purchase Agreement.
2.3.2
Purchaser agrees to use commercially reasonable efforts to procure the satisfaction of the
Seller Conditions Precedent specified in 1-3 of Part A of annex 3 and such other Seller Conditions
Precedent specified in Part I, point 7A of the Purchase Agreement to which this 2.3.2 is expressed
to apply.
2.3.3
Purchaser's obligation to purchase the Aircraft is conditional on satisfaction of, or
discretionary waiver by Purchaser of, the conditions precedent (the Purchaser Conditions
Precedent) (i) specified in Part B of annex 3 and (ii) if any, specified in Part I, point 7B of the
Purchase Agreement.
2.3.4
Seller agrees to use commercially reasonable efforts to procure the satisfaction of the
Purchaser Conditions Precedent specified in 1-3 of Part B of annex 3 and such other Purchaser
Conditions Precedent specified in Part I, point 7B of the Purchase Agreement to which this 2.3.4 is
expressed to apply.
3.

PURCHASE PRICE, DEPOSIT AND TAXES

3.1

Amount of Purchase Price

The purchase price for the Aircraft is specified in Part I, point 8 of the Purchase Agreement (the
Purchase Price) and shall be paid to the Seller in accordance with the terms hereof.
3.2

Deposit

3.2.1
To the extent not already paid to Seller by Purchaser, Purchaser shall pay to Seller a deposit
(the Deposit), if any, in the amount set out in Part I, point 9 of the Purchase Agreement, upon
execution of the Purchase Agreement.
3.2.2
The Deposit (with or without interest as specified in Part I, point 10 of the Purchase
Agreement) shall be refunded promptly by Seller to Purchaser if:
(i)

this Agreement is terminated as described in 10.1(i);

(ii)
this Agreement is terminated as described in 10.1(ii), but only if the Purchaser is the
Terminating Party and it is not in breach of any of its material obligations hereunder; or
(iii)
this Agreement is terminated as described in 10.1(iii), but only if the Purchaser is not then in
breach of any of its material obligations hereunder.
In all other circumstances the Deposit shall not be refundable.
3.3

Time for Payment; Adjustment to Purchase Price

Subject to the provisions of this Agreement, on or before Delivery, Purchaser shall pay or cause to be
paid to Seller an amount (the Net Purchase Amount) equal to the Purchase Price of the Aircraft as

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(i) increased or reduced, as applicable, by the Delivery Adjustments, if specified in Part I, point 11 of
the Purchase Agreement, (ii) reduced by any applicable Deposit; and (iii) reduced in accordance
with 5.1 if applicable.
3.4

Payments Generally

3.4.1

The Net Purchase Amount and the Deposit shall be paid in Dollars to Seller's Bank Account.

3.4.2
All payments shall be paid in immediately available funds by wire transfer for credited receipt
on the due date therefor, if a Business Day, or, if not, the next Business Day.
3.5

Taxes

3.5.1
Seller and Purchaser will co-operate in ensuring that the Delivery Location for the Aircraft
and, if applicable, each Engine, shall be in a jurisdiction where no Taxes will be imposed upon any of
Seller, Purchaser or the Aircraft arising out of the sale of the Aircraft pursuant to this Agreement.
Unless otherwise specified in Part 1, point 13 of the Purchase Agreement, the remaining provisions
of this 3.5 shall apply.
3.5.2
Basis.

All payments to be made by Purchaser under this Agreement shall be made on an After Tax

3.5.3
Purchaser will indemnify and hold Seller harmless from any and all Taxes and expenses
assessed by any Government Entity against Seller in respect of the sale of the Aircraft or any part
thereof hereunder or attributable to any payment made by Purchaser pursuant to this Agreement other
than:
(i)

any Taxes imposed on the overall income, profits or gains of Seller;

(ii)
any Taxes imposed as a result of Seller's failure to comply with this Agreement, or nonperformance in relation to any applicable laws governing Seller's obligations hereunder; and
(iii)

any Taxes arising as a result of the Gross Negligence or willful misconduct of Seller.

4.

PRE-DELIVERY INSPECTION

Either 4.1 or 4.2 shall apply, as specified in Part I, point 14 of the Purchase Agreement.
4.1

Inspection (Option A)

Purchaser has inspected the Aircraft and the relevant Aircraft Documents to its satisfaction and is
satisfied with the physical condition of the Aircraft.
4.2

Inspection (Option B)

4.2.1
Purchaser, at its cost and expense, shall be entitled to inspect the Aircraft on or before the
Delivery Date in order to satisfy itself that the Aircraft meets the Delivery Condition Requirements.
Unless otherwise specified in Part I, point 14 of the Purchase Agreement, such inspection (the
"Inspection") shall be made at a time and place to be notified by Seller, but in any event within 10
days after the date of this Agreement. The Inspection shall include:
(i)

a physical inspection of the relevant Aircraft Documents;

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(ii)

a physical inspection of the Aircraft and Parts; and

(iii)

unless otherwise specified in Part I, point 14 of the Purchase Agreement:

(a)
completion of a full video borescope inspection of (A) the low pressure and high pressure
compressors and (B) the turbine area of the Engines and a full video borescope of the APU, with the
Party selecting the inspector and bearing the cost of the inspection being as specified in Part I, point
14 of the Purchase Agreement;
(b)

completion of engine condition runs in accordance with the applicable maintenance manual;

(c)
inspecting the Aircraft for existence of structural repairs and the conformity of those repairs to
the Manufacturers Structural Repair Manual or Manufacturers Recommendations, as applicable; and
(d)
completion of a demonstration flight in accordance with the procedure agreed between Seller
and Purchaser (with the Party bearing the cost of the flight, the maximum duration of the flight, the
procedure agreed to by Purchaser and Seller for the flight and number of Purchasers representatives
permitted as on board observers being as specified in Part I, point 14 of the Purchase Agreement).
4.2.2
If on completion of the Inspection, Purchaser is not satisfied that the Aircraft meets the
Delivery Condition Requirements, Purchaser shall provide prompt notice to Seller in writing thereof,
specifying in reasonable detail the items which do not conform to the Delivery Condition
Requirements. Upon such provision of notice, 5.1 shall apply.
4.2.3
Purchaser will indemnify and hold harmless Seller, its directors, officers, employees, agents
and subcontractors from and against all Claims and Losses arising from death or injury to any
representative or any employee of Purchaser in connection with any demonstration flight or inspection
of the Aircraft hereunder unless caused by the Gross Negligence or willful misconduct of the Seller.
4.2.4
Seller will indemnify and hold harmless Purchaser, its directors, officers, employees, agents
and subcontractors from and against all Claims and Losses arising from death or injury to any
representative or any employee of Seller in connection with any demonstration flight or inspection of
the Aircraft hereunder unless caused by the Gross Negligence or willful misconduct of the Purchaser.
4.2.5
Unless otherwise specified in Part I, point 14 of the Purchase Agreement, in addition to its
rights under 4.2.1, Purchaser or its representatives shall be entitled to a walk around inspection of
the Aircraft prior to the Delivery Date in order to confirm continued compliance with the Delivery
Condition Requirements, and if such compliance is not confirmed 4.2.2 shall apply.
5.

NON-COMPLIANCE, DAMAGE OR FAULT OR TOTAL LOSS BEFORE DELIVERY

5.1

Non-compliance with Delivery Condition Requirements; damage or fault before Delivery

If before Delivery the Aircraft suffers damage or a fault in the Aircraft occurs which (in either case)
does not constitute a Total Loss or if 4.2 (Option B) is selected and discrepancies from the Delivery
Condition Requirements are found, then the following provisions shall apply:
(i)

if a Lease is specified in Part I, point 4 of the Purchase Agreement:

(a)
if the estimated cost of repairs would not exceed the Damage Threshold then Delivery shall
proceed, subject to the terms hereof, notwithstanding such damage, fault or discrepancy;
(b)
if the estimated cost of repairs would exceed the Damage Threshold then Purchaser may by
notice to Seller, to be given within ten (10) Business Days of receipt of the repair estimate, elect to

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proceed to Delivery, subject to the terms hereof, notwithstanding such damage, fault or discrepancy;
or
(c)
if neither of the foregoing (a) or (b) apply, then either Party may by notice to the other
terminate this Agreement, whereupon this Agreement shall terminate and 10 shall apply;
(ii)

if no Lease is specified in Part 1, point 4 of the Purchase Agreement, then:

(a)
if the estimated cost of repairs would not exceed the Damage Threshold then Seller may
notify Purchaser, to be given within ten (10) Business Days of receipt of the repair estimate, that it
intends to repair such damage, fault or discrepancy prior to the Final Delivery Date and if the repairs
are completed to the satisfaction of Purchaser prior to the Final Delivery Date then Delivery shall
proceed, subject to the terms hereof and any other arrangement then agreed between Seller and
Purchaser; or
(b)
if (ii)(a) does not apply, and if the Parties so agree, Delivery shall proceed subject to the
terms hereof, with the Purchase Price being reduced by the estimated amount of the cost of such
repairs as agreed by the Parties or with such other arrangements as agreed by the Parties; or
(c)
if neither of the foregoing (a) or (b) apply, then either Party may by notice to the other
terminate this Agreement, whereupon this Agreement shall terminate and 10 shall apply.
5.2

Total Loss before Delivery

5.2.1
If before Delivery the Aircraft suffers a Total Loss, then either Party may by notice to the other
terminate this Agreement, whereupon this Agreement shall terminate and 10 shall apply.
5.2.2
If before Delivery an event occurs which with the passage of time and/or a relevant
determination would constitute a Total Loss of the Aircraft, then either Party may by notice to the other
terminate this Agreement, whereupon this Agreement shall terminate and 10 shall apply.
6.

DELIVERY

6.1

Delivery

6.1.1
Subject to satisfaction, or discretionary waiver, as relevant, of the Seller Conditions
Precedent and the Purchaser Conditions Precedent, and subject to 4 and 5, Seller shall effect the
transfer of title to the Aircraft to Purchaser on the Delivery Date by duly executing and delivering the
Bill of Sale to Purchaser and Purchaser shall confirm its acceptance of the Aircraft on the Delivery
Date by duly executing and delivering the Acceptance Certificate to Seller.
6.1.2
The Acceptance Certificate shall be conclusive evidence (as between Purchaser and Seller)
of the matters stated therein.
6.1.3
This clause shall apply unless excluded in Part I, point 18 of the Purchase Agreement.
Purchaser acknowledges that, notwithstanding 6.1.1, physical possession of the Aircraft shall remain
with Lessee.
6.2

Delivery Date

Seller and Purchaser currently anticipate that Delivery of the Aircraft will take place on the Scheduled
Delivery Date and each shall use commercially reasonable efforts to ensure that such Delivery takes
place on such Scheduled Delivery Date.

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6.3

Delivery Location

Delivery shall occur while the Aircraft is located in one of the following locations (the Delivery
Location):
(i)

the location specified in Part I, point 20 of the Purchase Agreement; or

(ii)

if agreed in writing by the parties, international airspace; or

(iii)
if agreed in writing by the Parties, another jurisdiction, provided that in the case of this
paragraph (iii) (a) the Lex Situs Opinion is issued to Seller and Purchaser on or prior to Delivery; and
(b) Seller and Purchaser are satisfied that no Taxes will be imposed upon Seller, Purchaser, or the
Aircraft, as a result of the transfer of title from Seller to Purchaser while the Aircraft is located in such
jurisdiction, other than any Taxes which Seller or Purchaser may agree in writing to bear.
If agreed in writing by the Parties, Delivery may take place with the Airframe and one or more Engines
in different Delivery Locations and at different times and dates.
Seller shall give or shall cause Lessee (if applicable) to give the Purchaser written confirmation of the
location of the Airframe and each Engine at the time of Delivery.
7.

DISCLAIMERS AND WAIVERS

WITHOUT PREJUDICE TO 2.2.2, 2.2.3, 4 AND 5, THE AIRCRAFT IS TO BE SOLD AND

PURCHASED HEREUNDER "AS IS, WHERE IS ".
SAVE AS EXPRESSLY STATED IN THIS AGREEMENT, PARTIES UNCONDITIONALLY AGREE AS
FOLLOWS, IT BEING EMPHASIZED THAT THE FOLLOWING IS FUNDAMENTAL TO THE TERMS
OF THIS AGREEMENT:
(i)
UPON DELIVERY, PURCHASER SHALL BE DEEMED TO HAVE CONFIRMED THAT IT HAS
BEEN GIVEN THE OPPORTUNITY TO INSPECT THE AIRCRAFT, THE AIRCRAFT DOCUMENTS AND,
IF APPLICABLE, THE LEASE DOCUMENTS TO ITS FULL SATISFACTION PRIOR TO DELIVERY.
PURCHASER ACKNOWLEDGES AND REPRESENTS TO SELLER THAT IT IS RELYING ON ITS OWN
INSPECTION AND KNOWLEDGE OF THE AIRCRAFT, THE AIRCRAFT DOCUMENTS AND, IF
APPLICABLE, THE LEASE DOCUMENTS AND NOT ON ANY INSPECTION, REPRESENTATION OR
LEGAL RESPONSIBILITY ON THE PART OF SELLER.
DELIVERY OF THE ACCEPTANCE
CERTIFICATE BY PURCHASER TO SELLER WILL BE CONCLUSIVE PROOF AS BETWEEN SELLER
AND PURCHASER THAT THE AIRCRAFT, THE AIRCRAFT DOCUMENTS AND, IF APPLICABLE, THE
LEASE DOCUMENTS ARE IN EVERY WAY SATISFACTORY TO PURCHASER AND IN COMPLIANCE
WITH ALL REQUIREMENTS HEREOF;
(ii)
THE AIRCRAFT IS BEING SOLD TO PURCHASER AND ACCEPTED BY PURCHASER
HEREUNDER "AS-IS, WHERE-IS," WITH ALL FAULTS.
PURCHASER UNCONDITIONALLY
ACKNOWLEDGES THAT SELLER HAS NOT MADE ANY PROMISE, GUARANTY, REPRESENTATION
OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE DESCRIPTION, AIRWORTHINESS,
SERVICEABILITY, VALUE, CONDITION, DESIGN, COMPLIANCE WITH SPECIFICATIONS, AGE,
OPERATION, PERFORMANCE, MERCHANTABILITY, FITNESS FOR USE OR FOR ANY PARTICULAR
PURPOSE OF THE AIRCRAFT OR ANY PART THEREOF OR AS TO THE QUALITY OF THE MATERIAL
OR WORKMANSHIP OF THE AIRCRAFT OR ANY PART THEREOF OR AS TO THE CONFORMITY OF
THE AIRCRAFT TO THE DESCRIPTION OR CONDITIONS SET FORTH HEREIN OR OTHERWISE
PROVIDED TO PURCHASER, OR AS TO THE ADEQUACY OF ANY AIRCRAFT DOCUMENTS, OR AS
TO THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE AND

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WHETHER KNOWN OR UNKNOWN, OR AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY

PATENT, TRADEMARK OR COPYRIGHT, OR ANY OTHER REPRESENTATION OR WARRANTY
WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE AIRCRAFT OR ANY PART
THEREOF OR THE AIRCRAFT DOCUMENTS, ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED
AND EXTINGUISHED; AND
(iii)
PURCHASER WAIVES, AS AGAINST SELLER ITS OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS AND AFFILIATES, ALL RIGHTS, REMEDIES AND DAMAGES, INCLUDING
INCIDENTAL AND CONSEQUENTIAL DAMAGES, EXPRESS OR IMPLIED, ARISING BY LAW OR
OTHERWISE, WITH REGARD TO THE AIRCRAFT, AND SELLER IN THAT CAPACITY (AND, FOR
THE AVOIDANCE OF DOUBT, ITS INSURERS) SHALL HAVE NO LIABILITY THEREFOR.
NOTHING IN 7 SHALL AFFECT THE LEGAL LIABILITY OF SELLER, IF ANY, UNDER LAW
ARISING FROM ITS WILLFUL MISCONDUCT OR GROSS NEGLIGENCE PROVIDED THAT
NEITHER THE TERMS OF THIS AGREEMENT NOR SELLER'S CAPACITY HEREUNDER SHALL
ITSELF EXPAND ANY SUCH LIABILITY.
For the purposes of 7, the term SELLER shall have the meaning set out in Part I, point 22 of the
Purchase Agreement.
8.

MANUFACTURER'S WARRANTIES

Subject to the rights of the Lessee in cases where a Lease is specified in Part I, point 4 of the
Purchase Agreement, with effect from Delivery Seller hereby assigns to Purchaser all of Seller's
rights, title and interest (to the extent that such assignment is permitted by the terms thereof) in all
product warranties and service life policies relating to the Aircraft arising under any agreement
between Seller and the Manufacturer, the Engine Manufacturer, and any other supplier, vendor,
repairer or servicer. Seller agrees on request by Purchaser to give notice of such assignment to the
relevant provider of such warranty or service life policy. Seller shall execute and deliver appropriate
instruments (including a Warranty Assignment for each of the Aircraft and Engines) and take such
other action as Purchaser may reasonably request and as may be reasonably necessary to secure
such rights and protection for Purchaser. Where applicable, the specific agreements that will be
subject to a Warranty Assignment will be specified in Part I, point 23 of the Purchase Agreement.
9.

INDEMNITIES AND LIABILITY INSURANCE

9.1

Indemnities

Part I, point 24 of the Purchase Agreement shall specify the extent, if any, to which either Party shall
indemnify the other for operational or other matters in respect of the Aircraft.
9.2

Liability Insurances

9.2.1
Purchaser shall maintain or procure that liability insurance is maintained in respect of the
Aircraft with Seller and its affiliates, officers, directors, employees and agents as additional insureds,
during the period commencing on the Delivery Date and ending on the earlier of:
(a)

the second anniversary of the Delivery Date; and

(b)
the date of completion of the next major check (D Check or equivalent) in respect of the
Aircraft.
9.2.2
The amount of cover shall be not less than the amount specified in Part I, point 25 of the
Purchase Agreement for each and every loss (but in the aggregate in respect of products and
personal injury liability) and such insurances shall be on terms that are standard for airline liability
insurance for the time being maintained by prudent airlines in respect of aircraft of the same model

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and series as the Aircraft engaged in the same operations on the same or similar routes as the
Aircraft.
9.2.3
Purchaser shall cause the aircraft hull and hull war insurers to agree not to assert rights of
subrogation against Seller and its affiliates, officers, directors, employees and agents without the
consent of the relevant person such consent not to be unreasonably withheld or delayed.
9.2.4
On or before the Delivery Date, and promptly following each renewal date, Purchaser shall
deliver or procure that there is delivered to Seller a certificate issued by the relevant insurers, in
respect of the insurance referred to in 9.2 and an insurance brokers letter of undertaking in form and
substance acceptable to Seller, acting reasonably.
10.

TERMINATION

10.1

Termination Events

This Agreement shall terminate in the following circumstances:

(i)
if notice of termination is given by either Party pursuant to 5, then neither Party shall have
any further obligation or liability to the other under this Agreement except as expressly provided in 3.2
and 13.13; or
(ii)

if any of the following occur prior to Delivery with respect to either Party:

(a)

an Insolvency Event occurs with respect to such Party; or

(b)

any other event or circumstance, if any, with respect to that Party which is specified in Part I,
point 26 of the Purchase Agreement,

then the other Party (the Terminating Party) may by notice to that Party (the Relevant Party)
terminate this Agreement, whereupon clause 10.2 shall apply; or
(iii)
if the Delivery has not occurred on or before the Final Delivery Date, then either Party (the
Terminating Party) may (if it is not in breach of any of its material obligations hereunder) by notice
to the other Party (the Relevant Party) terminate this Agreement, whereupon neither Party shall
have any further obligation or liability to the other under this Agreement except as expressly provided
in 3.2 and 13.13 unless the Relevant Party shall have breached any of its material obligations
hereunder, in which case 10.2 shall apply.
10.2

Rights and Remedies

If this Agreement is terminated and the relevant provision specifies that this 10.2 applies, the
circumstances referred to in the relevant provision (other than the circumstances referred to 10.1(ii)
(a)) are a repudiation (and the circumstances in 10.1(ii)(a) are deemed a repudiation) of this
Agreement by the Relevant Party, and, in any such case, the Terminating Party reserves all rights and
remedies it may have under this Agreement and applicable Law.
11.

REPRESENTATIONS AND WARRANTIES

11.1

General Representations

Each Party represents to the other that as at the date hereof the following are true in all material
respects:
(i)
it is duly organized and validly existing under the Laws of the jurisdiction of its organization or
incorporation, and, if relevant under such Laws, in good standing;

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(ii)
it has the power to execute, deliver and perform its obligations under this Agreement and
documents contemplated hereby, and that execution, delivery and performance have been properly
authorized;
(iii)
such execution, delivery and performance do not violate or conflict with (a) any provisions of
its constitutional documents, (b) Laws applicable to it, (c) order or judgment of any court or other
Government Entity applicable to it, or (d) any contractual restriction binding on or affecting it or any of
its assets;
(iv)
all Consents that it is required to obtain with respect to this Agreement, the documents and
transactions contemplated hereby (a) have been (or will on or before the Delivery Date have been)
obtained and (b) are (or will on or before the Delivery Date be) in force, with all its conditions complied
with;
(v)
its obligations under this Agreement and the documents contemplated hereby constitute its
legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to
(a) applicable insolvency law and (b) as to enforceability, equitable principles of general application
and other customary limitations under the Laws selected to govern this Agreement under 13.6; and
(vi)
it is subject to civil and commercial Laws, and not entitled to any jurisdictional or enforcement
immunity (based on theories of sovereign immunity or otherwise), with respect to its obligations under
this Agreement and the documents and transactions contemplated hereby.
11.2

Specific Representations

Seller represents to Purchaser as at the date of this Agreement that the matters specified in Part I,
point 27A of the Purchase Agreement are true in all material respects. Purchaser represents to
Seller as at the date of this Agreement that the matters specified in Part I, point 27B of the Purchase
Agreement are true in all material respects.
12.

CAPE TOWN CONVENTION

12.1

Consent to Registration

If the Cape Town Convention is applicable, the parties shall register interests in the Airframe and each
Engine as a contract of sale (as defined in the Cape Town Convention) during the Delivery
procedures or, if not commercially practicable, promptly thereafter, upon confirmation that the
Purchase Price has been paid.
13.

MISCELLANEOUS PROVISIONS

13.1

Annexes are Integral

The annexes form an integral part of this Agreement. Any reference to hereto or thereto includes the
annexes.
13.2

Entire Agreement

This Agreement constitutes the entire agreement and understanding of Parties with respect to its
subject matter, superseding any agreements or understandings relating to the purchase of the Aircraft.

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13.3

Amendments in Writing

No amendment, modification or waiver in respect of this Agreement will be effective unless in writing.
13.4

No Waiver of Rights

A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be
presumed to operate as a waiver.
13.5

Notices

Any notices or other communication hereunder shall be in English. They (a) shall be in writing, (b)
may be given in any manner specified in Part I, point 28 of the Purchase Agreement, and (c) will be
deemed effective as indicated:
13.5.1

if in writing and delivered in person or by courier, on the date it is delivered;

13.5.2

if sent by facsimile transmission, on the date that transmission is received in legible form;

13.5.3 if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt
requested), on the date that mail is delivered; or
13.5.4

if sent by electronic messaging system, on the date that an electronic message is received,

unless the date of that delivery or that receipt, as applicable, is not a Business Day or that
communication is delivered or received, as applicable, after 5pm local time on a Business Day in the
location specified for the recipient in Part I, point 28 of the Purchase Agreement, in which case that
communication shall be deemed given and effective on the first following day that is a Business Day
for the recipient.
13.6

Governing Law

This Agreement shall be construed in accordance with, and this Agreement and all matters arising out
of or relating in any way whatsoever to this Agreement (whether in contract, tort or otherwise) shall be
governed by, the law of the State of New York. The Parties hereby expressly agree to exclude and
disclaim the application of the provisions of the United Nations Convention on Contracts for the
International Sale of Goods, and any successor convention or legislation, to this Agreement
13.7

Jurisdiction

13.7.1 With respect to any suit, action, proceedings or dispute arising out of or in connection with
this Agreement (including claims for set-off and counterclaims and disputes arising out of or in
connection with the creation, validity, effect, interpretation, performance or non-performance of, or the
legal relationships established by, this Agreement or any non-contractual obligations arising out of or
in connection with this Agreement) (Proceedings), each Party irrevocably:
(i)
submits to the jurisdiction of the Supreme Court of the State of New York sitting in the
Borough of Manhattan and the United States District Court for the Southern District of New York, and
any appellate court from any thereof, on an exclusive or nonexclusive basis, as specified in Part I,
point 30 of the Purchase Agreement; and

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(ii)
waives any objection which it may have at any time to the laying of venue of any Proceedings
brought in any such court, waives any claim that such Proceedings have been brought in an
inconvenient forum, waives the right to object, with respect to such Proceedings, that such court does
not have any jurisdiction over such Party, and further waives any right to assert sovereign immunity with
respect to jurisdiction or enforcement (including in accordance with Article 51 of the Cape Town
Convention, if applicable).
13.7.2 If a nonexclusive basis is specified in Part I, point 30 of the Purchase Agreement then it is
agreed that nothing in this Agreement precludes either Party from bringing Proceedings in any other
jurisdiction, nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing
of Proceedings in any other jurisdiction.
13.7.3 EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
PROCEEDINGS. Each of the parties hereby (a) certifies that no representative, agent or attorney of
any other parties has represented, expressly or otherwise, that such other parties would not, in the
event of a Proceeding, seek to enforce the foregoing waiver and (b) acknowledges that it has been
induced to enter into this Agreement by, among other things, the mutual waivers and certifications in
this paragraph.
13.8

Service of Process

If the Parties agree to designate, appoint and empower any process agent to receive, for and on their
behalf, service of the writ of summons and other legal process in any Proceedings, a letter from such
process agent confirming that designation, appointment and empowerment shall be delivered to the
other Party prior to the Delivery Date.
13.9

Severability

If a provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall
not affect the legality, validity or enforceability:
(i)

in that jurisdiction of any other provision of this Agreement or

(ii)

in any other jurisdiction of that or any other provision of this Agreement.

13.10

Counterparts

13.10.1 A Purchase Agreement may be executed and delivered in any number of counterparts, and by
each Party on separate counterparts. Each counterpart is an original, but all counterparts shall
together constitute one and the same instrument.
13.10.2 Whether a Purchase Agreement may be executed and delivered by facsimile and/or an
electronic media shall be specified in Part I, point 31 of the Purchase Agreement, and, if so, shall
include what addresses and procedures shall be employed in connection therewith.
13.11

Costs and Expenses

Unless otherwise specified in Part I, point 32 of the Purchase Agreement, each Party shall bear its own
fees, costs and expenses in connection with the preparation, negotiation and completion of this

Page

Agreement and performance of the transactions contemplated hereby, except as expressly provided
herein.
13.12

Further Assurances

The Parties agree to take all actions reasonably requested by the other to carry out the intent of this
Agreement.
13.13

Confidentiality

Each Party undertakes to the other to keep this Agreement and non-public information relating to this
Agreement provided to it by the other Party confidential, provided that disclosure may be made (i) to
affiliates and permitted assignees, (ii) to professional advisers or auditors, (iii) as required by law,
including filing and registration requirements, and (iv) with the prior consent of the other Party. Any
Party making a disclosure under (i), (ii) or (iv) shall be responsible for ensuring that the person to
whom disclosure has been made also maintains confidentiality in accordance with the terms hereof in
relation to the disclosed information.
13.14

Assignment

13.14.1 The Parties may not assign or transfer any of their respective rights or obligations under this
Agreement without the prior consent of the other, provided that Purchaser may so assign or transfer to
an affiliate on terms where Purchaser remains liable hereunder unless, in Sellers reasonable
judgment, that affiliate-assignee is not sufficiently creditworthy to bear responsibility therefor.
13.14.2 No assignment under 13.14.1 may materially increase the obligations of Seller hereunder. Seller
shall cooperate with Purchaser in connection with any such assignment, provided that, where, upon
review of a description thereof provided by Purchaser, Seller reasonably believes it will incur material
costs in so cooperating, Purchaser agrees to bear responsibility therefor.
13.14.3 This Agreement is binding on and inures to the benefit of its successors and assignees
permitted hereunder.
14.

TIME OF ESSENCE

The time stipulated in this Agreement for all payments and performance by either Party under this
Agreement is of the essence in this Agreement.
15.

NO BROKERS OR OTHER THIRD PARTIES

Each of the Parties hereby represents and warrants to the other 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).

[ANNEXES FOLLOW]

Page

Annex 1 - Definitions and Rules of Interpretation

Definitions
Acceptance Certificate means a certificate taking the form of Appendix A to the Purchase
Agreement.
Aircraft means the Aircraft described in Part I, point 1 of the Purchase Agreement (which term
includes, where the context admits, a separate reference to all Engines, Parts and Aircraft
Documents).
Aircraft Documents means all logbooks, aircraft records, manuals and other documents specified in
Part 1, point 3 of the Purchase Agreement, and all additions, renewals and replacements made
thereto prior to Delivery.
Airframe means the Aircraft excluding the Engines and Aircraft Documents.
After Tax Basis means the payment of amounts necessary to ensure that (after giving effect to any
deductions or withholding Tax, including on any additional payments) the full amount owing hereunder
is received by the recipient.
Assignment, Assumption and Amendment Agreement means, if applicable, an aircraft assignment,
assumption and amendment agreement in respect of the Lease entered into between Seller, as
Existing Lessor, Purchaser as New Lessor and Lessee.
Aviation Authority means the civil aviation authority of the State of Registration.
Bill of Sale means a bill of sale taking the form of Appendix B to the Purchase Agreement.
Business Day means any day, other than a Saturday or Sunday, on which banks are open for
business in all the cities specified in Part I, point 33 of the Purchase Agreement.
Cape Town Convention means the Convention as modified by the Protocol.
Claims and Losses means any and all (i) claims, suits, judgments and orders and (ii) losses,
accrued liabilities, damages, costs and expenses (however described, characterized or classified),
including reasonable professional fees and expenses, in each case incurred or binding and regardless
of (a) the legal theory or economic assumptions on which they are based, (b) whether they are
described as penalties and/or fines, and/or (c) whether they are susceptible to appeal or mitigation.
Consents means any consent, approval, action, authorization, exemption, license or permit of any
kind, given made or issued by a Government Entity.
Convention means the Convention on International Interests in Mobile Equipment signed in Cape
Town on 16 November 2001.
Damage Threshold means the amount specified in Part I, point 16 of the Purchase Agreement.
Delivery means the transfer of title of the Aircraft by Seller to Purchaser hereunder.
Delivery Adjustments means the financial adjustments to the Purchase Price calculated in
accordance with Part I, point 11 of the Purchase Agreement.
Delivery Condition Requirements means the requirements specified in Part I, point 15 of the
Purchase Agreement.
Delivery Date means the date, being a Business Day, on which Delivery of the Aircraft occurs.

1-A-

Delivery Location has the meaning specified in 6.3.

Deposit has the meaning specified in 3.2.
Engines means the Engines specified in Part I, point 2 of the Purchase Agreement or any other
engines which Seller and Purchaser agree in writing will be substituted therefor together with all Parts,
equipment and accessories belonging to, installed in, or appurtenant to, such Engines.
Engine Manufacturer has the meaning specified in Part I, point 2 of the Purchase Agreement.
Final Delivery Date has the meaning specified in Part I, point 21 of the Purchase Agreement, or
such later date as the Parties may agree.
Government Entity means any international, national or local executive, legislative, judicial or
administrative authority (however described, characterized or classified), including courts and
agencies.
Gross Negligence means recklessness coupled with knowledge that damage would probably result.
Insolvency Event with respect to a Party, means that such Party:
(i) is deemed to be or states in writing that it is insolvent;
(ii) is subject to any types of insolvency or collective judicial or administrative proceedings, including
interim proceedings, in which its assets are subject to control or supervision by any court or other
Government Entity for purposes of dissolving, liquidating or reorganizing such party or its assets;
(iii) suspends or declares in writing its intention to suspend payments to creditors generally or any
class thereof, or suspends or ceases all or substantially all of its business; or
(iv) takes steps, or is subject to actions, analogous to the items specified in (i)-(iii) above,
provided that, in the case of (ii) and (iv), no right to terminate in favor of the other Party shall arise
under 10 for the a period of sixty (60) days from the commencement of the relevant proceedings,
where the proceedings (1) were initiated by a third party and (2) are being contested in good faith by
appropriate proceedings by the affected Party.
Inspection has the meaning specified in 4.2.
Law means all legal rules and regulations (regardless of its source), including judicial or
administrative interpretation thereof, in force from time to time.
Lease means, if applicable, the aircraft lease agreement between Seller, as lessor, and Lessee
relating to the Aircraft together with all supplements, amendments, security, agreements, documents
and undertakings given in respect thereof or entered into in connection therewith, as specified in Part
I, point 4 of the Purchase Agreement.
Lessee means, if applicable, the entity specified in Part I, point 5 of the Purchase Agreement.
Lex Situs Opinion means an opinion of counsel acceptable to Seller and Purchaser in the jurisdiction
in which the Aircraft is located at Delivery, covering efficacy of title transfer and the imposition of
Taxes, in form and substance satisfactory to Seller and Purchaser.
Lien means any mortgage, lien, charge, encumbrance, hypothecation, lease, or other claim, right or
interest in any property, whether that right or interest (i) arises by contract or operation of Law and/or
(ii) is possessory or nonpossessory in nature.

1-A-2

Manufacturer is specified in Part I, point 1 of the Purchase Agreement.

Net Purchase Amount has the meaning specified in 3.3.
Part means, whether or not installed on the Aircraft, any component, furnishing or equipment (other
than a complete Engine) furnished with the Aircraft on the Delivery Date.
Partial Loss means loss or damage to the Aircraft which is not a Total Loss.
Permitted Liens means (i) any Lien created by or resulting from debts or liabilities or actions of
Purchaser, and (ii) if a Lease is specified in Part I, point 4 of the Purchase Agreement, (a) any Lien
permitted under the Lease other than any Lien created by, through or under Seller (b) and any Lien in
respect of which the Lessee is obliged to indemnify the lessor in accordance with the terms of Lease.
Proceedings has the meaning specified in 13.7.1.
Protocol means the Protocol to the Convention on Matters Specific to Aircraft Equipment.
Purchaser Conditions Precedent has the meaning specified in 2.3.3.
Purchase Price has the meaning specified in 3.1.
Requisition of the Aircraft means any act (however described, characterized or classified) by a
Government Entity which asserts a right or entitlement to own, acquire or alter property rights in,
control, possess, or use or hire the Aircraft, or that has any of these effects.
Sale Documents means this Agreement, the Bill of Sale, the Acceptance Certificate, if a Lease is
specified in Part I, point 4 of the Purchase Agreement, the Assignment, Assumption and Amendment
Agreement and any agreement amending or supplementing any of the foregoing documents or any
other agreement specified in Part I, point 34 of the Purchase Agreement.
Scheduled Delivery Date means the date specified in Part I, point 19 of the Purchase Agreement.
Seller's Bank Account means the account specified in Part I, point 9 of the Purchase Agreement.
Seller Conditions Precedent has the meaning specified in 2.3.1.
State of Registration has the meaning specified in Part I, point 6 of the Purchase Agreement.
Taxes means any taxes or other governmental assessments, duties, charges or fees of any kind
(however described, characterized or classified and including any value added, goods and services,
sales, use, excise, transactional, property asset or similar tax and any stamp, documentary,
registration or similar tax), whether direct or by way of withholding or deduction, and including any
penalties, fines and interest arising from non-payment of the foregoing.
Total Loss, as specified in Part I, point 17 of the Purchase Agreement, either (a) has the meaning
given to such term (or to the term casualty occurrence or event of loss) in the Lease, or (b) has the
following meaning (including for the purposes of this definition the Aircraft airframe): any of the
following events: (i) damage or any other event which constitutes a total loss or constructive total loss
(however described, characterized or described) of the Aircraft under the hull or hull war risk
Insurance, (ii) the Aircraft being destroyed, damaged beyond economic repair or rendered
permanently unfit for normal use, for any reason, (iii) the loss of possession of the Aircraft due to
theft, disappearance or hijacking, for a period of (A) more than 30 days or (B) if earlier, a period
ending on the Final Delivery Date, (iv) the Requisition of the Aircraft for a period of 30 days (or more)
for the sole purpose of use or hire, without any further rights, or (v) the Requisition of title to the
Engine.

1-A-3

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.
Warranty Assignment means an assignment of warranties and consent in form and substance
acceptable to Seller and Purchaser, acting reasonably.
Rules of Interpretation
Headings are inserted for convenience only and lack legal effect. Words denoting the singular include the
plural and vice versa. References to documents or instruments are to the same as modified from time to
time. A reference to any person includes a reference to the successors in interest and permitted assigns
of that person, and, in the case of a Government Entity, a person succeeding to any of its functions. The
word "including" is construed as "including without limitation". Save where the context otherwise requires,
references to an or the Aircraft are to the Aircraft described in the subject Purchase Agreement.
References to matters "hereunder" are to those under this "Agreement", as defined.

1-A-4

Annex 2 - Form of Purchase Agreement

Purchase Agreement msn [ insert MSN ]
This Purchase Agreement is made as of ____________ between ____________ a [insert type of
business entity] organized and existing under the laws of [insert jurisdiction] (Seller) and
___________ a [insert type of business entity] organized and existing under the laws of [insert
jurisdiction] (Purchaser). It refers to and incorporates the terms of the Master Used Aircraft
Purchase Agreement, 2012 (Master Agreement).
This Purchase Agreement modifies the Master Agreement, and, as so modified, constitutes a single
contract applicable to the purchasing of the Aircraft (defined below), as contemplated by clause 2.1.2
of the Master Agreement.
Part I Referenced Provisions
For purposes of the Master Agreement ("N/A" denotes non-applicability):
1. Aircraft (annex 1, definition)
[specify Manufacturer, make, model,
generic model, manufacturer's serial
number, nationality and registration
marks, other particulars] and the
Engines, Parts and Aircraft Documents
and, where a Lease is applicable, as
more particularly defined in the Lease.
3. Aircraft Documents (annex 1, definition)
[specify by listing in attachment or by
cross-reference] or [cross refer to Lease]

5. Lessee (annex 1, definition)

[specify] or [indicate if N/A]

7A Additional Conditions Precedent to Seller's

Obligations to sell the Aircraft (clauses 2.3.1,
2.3.2, Part A of annex 3)

2. Engines (annex 1, definition)

[specify Engine Manufacturer, make,
model, generic model, manufacturer's
serial number, other particulars] and,
where a Lease is applicable, as more
particularly defined in the Lease.

4. Lease (annex 1, definition)

[specify lease documents including
amendments] or [indicate if N/A]

6. State of Registration (annex 1, definition)

[specify]

8. Purchase
definition)

Price

(clause

3.1,

annex

1,

[specify]

[specify] or [indicate if N/A]

7B Additional Conditions Precedent to
Purchaser's Obligations to buy the Aircraft
(clauses 2.3.3, 2.3.4, Part B of annex 3)
[specify] or [indicate if N/A]
9. Deposit (clause 3.2.1, annex 1, definition)
[specify] or [indicate if N/A]

10. Interest on Deposit (clause 3.2.2)

[specify] of [indicate if N/A]

2-A-1
1

11. Delivery Adjustments (clause 3.3, annex 1,

definition)

12. Sellers Bank Account (annex 1, definition)

[specify]

[specify] or [indicate if N/A]

13. Additional Provisions relating to Taxes
(clause 3.5)
[specify
exclusions,
variations
additions] or [indicate if N/A]

or

14. Inspection (clauses 4.1 and 4.2)

[specify 4.1 or 4.2]
[specify which Party selects inspector
and bears cost]
[specify
exclusions,
additions]

variations

or

[specify details of demonstration flight]

15. Delivery Condition Requirements (annex 1,
definition)

16. Damage Threshold (clause 5.1)

[specify] or [indicate if N/A]

[specify]
17. Total Loss (annex 1, definition)

18. Possession (clause 6.1.3)

[specify (a) or (b)]

19. Scheduled
definition)

Delivery

[indicate if N/A]
Date

(annex

1,

[specify]

[specify]

21. Final Delivery Date (annex 1, definition)

22. Seller (for purposes of clause 7)

[specify]

[specify]

23. Manufacturers Warranties (clause 8)

24. Indemnities (clause 9.1)

[specify any particular warranties to be

assigned by way of a Warranty Assignment] or
[indicate if N/A]
25. Liability Insurance (clause 9.2.2)

and

[specify] or [indicate if N/A]

28. Notices (clause 13.5)

[specify
permissible
addresses]

[specify] or [indicate if N/A]

27B. Additional
Representations
Warranties of Purchaser (clause 11)

[specify] or [indicate if N/A]

26. Additional Termination Events (clause 10)

[specify amount] or [refer to Minimum

Liability Coverage in the Lease, if
applicable]
27A. Additional
Representations
Warranties of Seller (clause 11)

20. Delivery Location (clause 6.3; annex 1,

definition)

means

and

and

[specify] or [indicate if N/A]

29. [Intentionally Omitted]

30. Jurisdiction (clause 13.7)

[Specify exclusive / nonexclusive]

2-A-2

31. Contracting
(clause 13.10.2)

by

Fax/Electronic

Writing

[specify
permissibility
and
addresses/protocol] or [indicate if N/A]

32. Costs and Expenses (clause 13.11)

[specify whether one Party will bear the
others costs]
[specify whether one of Parties will bear
the Lessees costs, or whether these will
be split between the Parties (and on what
basis such costs will be shared)]
[specify which Party bears local counsel
expenses / Lex Situs Opinion expenses or
whether these are shared]

33. Business Day (annex 1, definition)

[specify relevant cities]

34. Sale Documents (annex 1, definition)

[specify]

2-A-3

Part II Other Modification to Master Agreement

As regards this Purchase Agreement, the Master Agreement is further modified as follows
(N/A denotes non-applicability):

Part III Appendices

Appendix A hereto is the form of Acceptance Certificate.
Appendix B hereto is the form of Bill of Sale.

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

PURCHASER

By:
______________________________________

By:
______________________________________

Name:

Name:

Title:

Title:

Date:

Date:

2-A-1
4

Annex 2, Appendix A Acceptance Certificate

relating to one ____________ (Generic Model ______) Aircraft,
manufacturer's serial number ____________ (the Aircraft)
____________ (the Purchaser) hereby certifies that pursuant to the purchase agreement dated
____________ 20__ between ____________ (the Seller) and Purchaser in respect of the Aircraft
(the Purchase Agreement):
(a)
Purchaser has inspected the Aircraft, and the Aircraft conforms with the description and is in
the condition and equipped as required by the Purchase Agreement.
(b)

Purchaser has accepted delivery of the Aircraft.

(c)
Purchaser has inspected, found to be complete and satisfactory to it and received all of the
Aircraft Documents.
(d)
The Delivery Location (as defined in the Purchase Agreement) is ___________ and the time
of Delivery (as defined in the Purchase Agreement) is ___________.

Date

___________________________, 20__

By:

________________________________

Name:
Title:

Witness:

________________________________

2-A-

Annex 2, Appendix B - Bill of Sale

For valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
________________________ (Seller), owner of the full legal and beneficial title to the aircraft, engines,
equipment and documents described below (the Aircraft):
1.
one ____________ (Generic Model ______) Aircraft bearing manufacturer's serial number
____________;
2.
two ____________ (Generic Model ______) Engines bearing manufacturer's serial numbers
____________ and ____________;
3.
all equipment, accessories and parts belonging to, installed in or appurtenant to such aircraft or
engines; and
4.

the Aircraft Documents,

does hereby sell, grant, transfer and deliver all right, title and interest in and to the Aircraft, to
________________________ (Purchaser) under and in accordance with the terms of a purchase agreement
dated ____________, 20____ and made between Seller and Purchaser in respect of the Aircraft (the
Purchase Agreement), to have and to hold the Aircraft forever. Seller hereby warrants to Purchaser, and its
successors and assigns, that there is hereby conveyed to Purchaser good title to the Aircraft, free and clear of
any Liens other than (i) Permitted Liens, and (ii) if a Lease is specified in Part I, point 4 of the Purchase
Agreement, the Lease, and that the Seller shall defend such title forever.
The terms Liens, Permitted Liens and Aircraft Documents shall have the same meanings in this Bill of
Sale as in the Purchase Agreement.
This Bill of Sale shall be construed in accordance with, and this Bill of Sale and all matters arising out of or
relating in any way whatsoever to this Bill of Sale (whether in contract, tort or otherwise) shall be governed by,
the law of the State of New York. The Seller hereby expressly agrees to exclude and disclaim the application
of the provisions of the United Nations Convention on Contracts for the International Sale of Goods, and any
successor convention or legislation, to this Bill of Sale.
IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be duly executed as of this _______day of
____________ 20_____.
SELLER
By: ______________________________________
Name:
Title:
Date

2-A-6

Annex 3 - Conditions Precedent

PART A - SELLER CONDITIONS PRECEDENT
1.

Seller shall have received each of the following documents and evidence, on or prior to
Delivery, subject to any additions in Part I, point 7A of the Purchase Agreement:

(a)

an original of each Sale Document, duly executed by the parties thereto other than Seller;

(b)

evidence of acceptance of appointment by Purchasers process agent in respect of the Sale

Documents;

(c)

evidence of the corporate authorization of Purchaser to enter into and perform under the Sale
Documents;

(d)

legal opinion, in form and substance acceptable to Seller acting reasonably, from Purchasers
counsel, in relation to the Sale Documents;

(e)

if Delivery occurs while the Aircraft is not located in either the location specified in 6.3(i) or in
international airspace, the Lex Situs Opinion duly signed by the counsel providing the same;

(f)

the insurance certificate and brokers letter of undertaking referred to in 9.2.3.

2.
Date;

The representations given by Purchaser in 11 shall be true and accurate on the Delivery

3.

Purchaser shall not be in default of its obligations under the Sale Documents;

4.
Seller shall be satisfied that the Delivery Location, and the arrangements described in 6, do
not give rise to any Taxes;
5.
No change shall have occurred after the date of this Agreement in any applicable law which
would make it illegal for Seller to perform any of its obligations under this Agreement (and any other
documents to be entered into pursuant hereto;
6.
If a Lease is specified in Part I, point 4 of the Purchase Agreement, all of the conditions
precedent listed in the Assignment, Assumption and Amendment Agreement will have been satisfied
or waived by each party for whose benefit they were to have been given; and
7.

Seller shall have received the Net Purchase Amount.

PART B - PURCHASER CONDITIONS PRECEDENT

1.
Purchaser shall have received each of the following documents and evidence on or prior to
Delivery, subject to any additions in Part I, point 7B of the Purchase Agreement:
(a)
an original of each Sale Document, duly executed by the parties thereto other than
Purchaser;
(b)
evidence of acceptance of appointment by Sellers process agent in respect of this
Agreement;

3-A-

(c)
evidence of the corporate authorization of Seller to enter into and perform under the Sale
Documents;
(d)
legal opinion, in form and substance acceptable to Purchaser acting reasonably, from Sellers
counsel, in relation to the Sale Documents;
(e)
if Delivery occurs while the Aircraft is not located in either the location specified in 6.3(i) or
international airspace, the Lex Situs Opinion duly signed by the counsel providing the same;
(f)
a Warranty Assignment in respect of each of any Airframe and Engine warranties, duly
executed by Seller together with a consent to such assignment duly executed by the Manufacturer
and the Engine Manufacturer, as applicable, and an extract from the relevant agreement between
Seller and the relevant Manufacturer and, if applicable, Engine Manufacturer as to the warranties
given in relation to the Aircraft and Engines;
(g)
copies of the bill of sale or chain of bills of sale demonstrating title transfer from the
Manufacturer to Seller;
(h)
a copy of the current and valid certificate of airworthiness in respect of the Aircraft and, if
specified in Part I, point 7 of the Purchase Agreement, an export certificate of airworthiness;
(i)
a copy of the current and valid certificate of registration in respect of the Aircraft, together
with any documentation required to register the title transfer with the Aviation Authority; and
(j)
if a Lease is specified in Part I, point 4 of the Purchase Agreement, copies of the other
condition precedent documents supplied by Lessee to Seller in connection with the Delivery of the
Aircraft pursuant to the Lease;
2.

The representations given by Seller in 11 shall be true and accurate on the Delivery Date;

3.

Seller shall not be in default of its obligations under the Sale Documents;

4.
Purchaser shall be satisfied that the Delivery Location, and the arrangements described in 6,
do not give rise to any Taxes;
5.
No change having occurred after the date of this Agreement in any applicable law which
would make it illegal for Purchaser to perform any of its obligations under this Agreement (and any
other documents to be entered into pursuant hereto);
6.
If a Lease is specified in Part I, point 4 of the Purchase Agreement, all of the conditions
precedent listed in the Assignment, Assumption and Amendment Agreement will have been satisfied
or waived by each party for whose benefit they were to have been given;
7.
No event specified in Clause 5.2 of the Agreement shall have occurred with respect to the
Aircraft or with respect to any Engine unless, in the case of an Engine, Seller and Purchaser have
agreed to arrangements in relation to the sale of a replacement Engine.

3-A-2