Item 1.01 Entry into a Material Definitive Agreement.

Monocle Acquisition Corporation ("Monocle") and Monocle Holdings Inc. ("NewCo") entered into a commitment letter, dated as of January 26, 2020 (the "FILO Commitment Letter") with Veritas Capital Credit Funding, L.P. ("Veritas"), pursuant to which, and subject to the terms and conditions set forth therein, Veritas has committed to provide Monocle a senior secured asset-based "first-in/last-out" term loan with an aggregate commitment of up to $75 million ("FILO Facility").

Monocle intends to use the net proceeds of the FILO Facility to finance a portion of the cash consideration payable in the Business Combination.

The funding of the FILO Facility under the FILO Commitment Letter is contingent upon the satisfaction of customary conditions. The FILO Facility will mature on (a) the fourth (4th) anniversary of the closing date (the "Closing Date") of Monocle's pending business combination with AerSale Corp. (the "Business Combination"), or (b) if the scheduled maturity date of the asset-based revolving credit facility (the "ABL Facility") provided pursuant to that certain $150 million Senior Secured Credit Facility Commitment Letter, dated as of December 8, 2019, by and among Monocle and NewCo, and Wells Fargo Bank, N.A. and PNC Bank, National Association as the commitment parties thereunder, is extended to after the fourth (4th) anniversary of the Closing Date, the earlier of (i) the scheduled maturity date of the ABL Facility and (ii) the fifth (5th) anniversary of the Closing Date.

The foregoing description of the FILO Commitment Letter does not purport to be complete and is qualified in its entirety by the terms and conditions of the FILO Commitment Letter, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

Attached as Exhibit 99.1 to this Current Report on Form 8-K is an investor presentation (the "Investor Presentation") that will be used by Monocle in making presentations to certain of its stockholders and other persons with respect to the Business Combination.

The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit No.                                Description
  10.1          FILO Commitment Letter, dated January 26, 2020, by and among Veritas
              Capital Credit Funding, L.P., Monocle Acquisition Corporation and
              Monocle Holdings Inc.
  99.1          Investor Presentation, dated January 2020.

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