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[[stamp]] 
Eugene W. Garges Jr.
143 Mill Spring Road
Manhasset, New York 
[[/stamp]]

AGREEMENT

Agreement made this 28th day of January, 1955 between Colonial Airlines, Incorporated, a Delaware corporation (hereinafter called "Colonial") and Eastern Air Lines, Inc. a Delaware corporation (hereinafter called "Purchaser").

Witnesseth

Whereas, Colonial desires to sell all of its assets and transfer all its liabilities to Purchaser in exchange for stock of Purchaser; and

Whereas, Purchaser desires to acquire all of the assets of Colonial and to assume all of the liabilities of Colonial, all as hereinafter provided; and

Whereas, Colonial is a corporation organized under the laws of the State of Delaware having been incorporated on March 6, 1928, and Purchaser is a corporation organized under the laws of the State of Delaware having been incorporated on March 29, 1938; and 
 
Whereas, Colonial and Purchaser were organized for the purpose of carrying on the same or a similar business and businesses of the same of a similar nature; and 

Whereas, Colonial and Purchaser desire to improve the services now provided by them to promote the public convenience in the provision of such services and to strengthen the United States flag air transportation between the points served, through the sale of all assets of Colonial to Purchaser as aforesaid; and

Whereas, such sale of assets of Colonial and their acquisition by Purchaser is authorized by the laws of the States of their respective incorporation, and permissive under the Certificates of Incorporation, and the By-Laws of both of the said corporations.

Now, therefore, Colonial and Purchaser and the Directors, or a majority of the Directors, of each, in consideration of the premises and of the mutual agreements and covenants herein contained, and for other good and valuable considerations, and for the purposes of prescribing the terms and conditions of the said sale and acquisition, the mode of carrying the same into effect, and such other details and provisions as are deemed necessary or proper do hereby agree as follows:

First. Colonial represents that it is a corporation duly organized and existing and in good standing under the laws of the State of Delaware with an authorized capital stock consisting of one million (1,000,000) shares of Common Stock of the par value of One Dollar ($1.00), of which 515,600 shares are issued and outstanding on the date of this Agreement, all such outstanding shares being fully paid and non-assessable.

Second. Colonial represents that there are no outstanding options, warrants or other rights, to acquire shares of its stock, other than: (a) An option to T.J. Dunnion to purchase 5,000 shares at a price of $12.25 per share as more fully described in the option and employment agreement between Dunnion and Colonial; (b) An option to Sigmund Janas, Sr. to purchase 80,000 shares at a price of $12.25 per share as more fully described in the option and employment agreement between Janas and Colonial, said option being regarded by Colonial as void and being now the subject of a suit for cancellation in the Federal Court in the State of New York.

Third. Colonial represents that its financial condition is substantially as set forth in its last balance sheet as of December 31, 1953, except for charges resulting from the ordinary course of business.

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