MASTER USED AIRCRAFT PURCHASE AGREEMENT, 2012 …

1 MASTER used AIRCRAFT PURCHASE agreement , 2012 USER S GUIDE AND COMMENTARYP repared jointly by AWG and IATADISCLAIMERTHISUSER SGUIDE DOES NOT PURPORT TO RENDER LEGAL OR OTHER NORIATAACCEPT ANY LEGAL RESPONSIBILITY WHATSOEVER FOR THE CONSEQUENCES THAT MAY ARISE FROMERRORS OR OMISSIONS, OR FROM ANY OPINIONS OR GUIDANCE NO EVENT SHALLAWG ORIATA(OR ANY MEMBER THEREOF) HAVE ANY LEGAL RESPONSIBILITY FOR, OR DUTY OR RESPONSIBILITY TOPROVIDE ANY UPDATES IN RESPECT OF, THE SUBJECT MATTER OF THISUSER 1 INTRODUCTION ANDDISCLAIMERThis User s Guide and commentary (User s Guide) has been jointly prepared by AWG IATA foruse in conjunction with the MASTER used AIRCRAFT PURCHASE agreement , 2012 (MUAPA).

2 This User sGuide should be used only in connection with the MUAPA and should not be used or relied upon forany other purpose of this User s Guide is to provide technical assistance to users of the MUAPA and toprovide practical guidance on the terms thereof. This User s Guide does not include a comprehensiveanalysis of every term of the MUAPA, nor does it explain how each provision of the MUAPA should not rely on this User s Guide when engaging in any transaction or providing anyadvice in respect of the subject matter covered SGUIDE DOES NOT PURPORT TO RENDER LEGAL OR OTHER NORIATAACCEPT ANY LEGAL RESPONSIBILITY WHATSOEVER FOR THE CONSEQUENCES THAT MAY ARISE FROMERRORS OR OMISSIONS.

3 OR FROM ANY GUIDANCE GIVEN HEREIN OR FROM USE OF THEMUAPA IN ANYPARTICULAR TRANSACTION OR BY ANY TRANSACTION NO EVENT SHALLAWG ORIATA(OR ANYMEMBER THEREOF) HAVE ANY LEGAL RESPONSIBILITY FOR, OR DUTY OR RESPONSIBILITY TO PROVIDE ANYUPDATES IN RESPECT OF, THE SUBJECT MATTER OF THIS MUAPA and this User s Guide may be used by any transaction party, whether or not such partyis a member of AWG or IATA. The MUAPA is designated as a template document and is intended asa framework for efficient negotiations, as the transaction parties deem fit.

4 Neither AWG nor IATA express a view on whether the MUAPA should be used in a particular transaction or on whether thepositions reflected in the MUAPA or in this User s Guide are appropriate for any particular transactionparties. Transaction parties may deviate from the terms of the MUAPA when using or negotiating terms used in this User s Guide but not otherwise defined have the meanings ascribed tothem in Annex 1 (Definitions and Rules of Interpretation) to the IATA thanks Freshfields Bruckhaus Deringer LLP for its assistance in the preparation of thisUser s 2 COMMENTARYSECTION1 CLAUSE2 OF T HEMUAPA1.

5 :TERMS structure of the MUAPA is that of a MASTER agreement containing a set of standard terms relatingto the PURCHASE of used to the MUAPA are the following Annexes:- Annex 1 : Definitions and Rules of Interpretation Annex 2: Form of PURCHASE agreement (thePurchase agreement ). The used AIRCRAFT (theAircraft) to be purchased pursuant to the MUAPA are identified in the PURCHASE agreement . A formof Acceptance Certificate and Bill of Sale are attached to the PURCHASE agreement as Appendix Aand Appendix B respectively Annex 3:Conditions Precedent.

6 Part A comprises the Conditions Precedent to be delivered toSeller and Part B comprises Conditions Precedent to be delivered to to be made to the MUAPA in respect of the AIRCRAFT are outlined in the PurchaseAgreement. The PURCHASE agreement refers to and incorporates the terms of the MUAPA. TheMUAPA (as amended as amended by the parties pursuant to the PURCHASE agreement ) together withthe PURCHASE agreement , is then read as a single PURCHASE agreement only, being the operative part of the MUAPA, is signed by Seller andPurchaser.

7 The MUAPA is not signed by either MUAPA has been drafted so that it can be adapted for use in transactions where either (i) theAircraft is being sold without a lease in place or (ii) the AIRCRAFT is subject to a continuing lease at thetime of sale (Part I, point 4 of thePurchase agreement ). an AIRCRAFT is subject to a continuing lease at the time of sale and the parties select the laws ofEngland as the governing law, the MASTER AIRCRAFT Lease Novation agreement ( 2012 ) (MALNA) maybe used in connection with the MUAPA.

8 If the parties select the laws of the State of New York as thegoverning law, the MASTER AIRCRAFT Lease Assignment, Assumption and Amendment agreement ( 2012 )(MALAAAA) may be used in connection with the should be noted that the parties may deviate from, amend or supplement any of the terms of theMUAPA and any such deviations, amendments or supplementary provisions agreed between theparties should be included in Part II of the PURCHASE : agreement TOSELL AIRCRAFT will be sold to Purchaser on an as is, where is basis.

9 The purpose of this provision is toestablish that the AIRCRAFT is being sold without any continuing warranty in relation to the condition ofthe AIRCRAFT , thereby eliminating Purchaser s ability to claim in respect of faults discovered postdelivery. Seller will generally require Purchaser to confirm that it accepts the physical condition of theAircraft at the time of delivery and title transfer, and that Purchaser assumes the risk of any defectsdiscovered or arising after delivery and title of the term as is, where is does not however imply that Purchaser and Seller may not agree ondelivery condition requirements for the AIRCRAFT (as is contemplated in Option B (seeSection 3below)).

10 If Purchaser and Seller agree on Delivery Condition Requirements, then Purchaser will havethe right to satisfy itself that these requirements have been satisfied. Once that determination hasbeen made by Purchaser, and parties proceed to Delivery, the transaction becomes an as-is, where-is sale with no ongoing representations or warranties from Seller as to the condition of the AIRCRAFT . InPage 3this regard, please see Clause 7 (Disclaimer and Waivers) of the MUAPA, (seeSection 6 below,paragraphs and ).