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Controladora Vuela Compania de Aviacion, S.A.B. de C.V. – IPO: ‘F-1/A’ on 6/20/13 – EX-10.32

On:  Thursday, 6/20/13, at 9:12am ET   ·   Accession #:  1193125-13-265084   ·   File #:  333-189121

Previous ‘F-1’:  ‘F-1’ on 6/6/13   ·   Next:  ‘F-1/A’ on 8/9/13   ·   Latest:  ‘F-1/A’ on 9/16/13   ·   6 References:   By:  Controladora Vuela Compania de Aviacion, S.A.B. de C.V. – ‘20-F’ on 4/29/24 for 12/31/23 By:  Controladora Vuela Compania de Aviacion, S.A.B. de C.V. – ‘20-F’ on 5/1/23 for 12/31/22 By:  Controladora Vuela Compania de Aviacion, S.A.B. de C.V. – ‘20-F’ on 4/27/22 for 12/31/21 By:  Controladora Vuela Compania de Aviacion, S.A.B. de C.V. – ‘20-F’ on 4/30/21 for 12/31/20 By:  Controladora Vuela Compania de Aviacion, S.A.B. de C.V. – ‘F-3/A’ on 11/27/20 By:  Controladora Vuela Compania de Aviacion, S.A.B. de C.V. – ‘F-3’ on 10/7/20 

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/20/13  Controladora Vuela Compania d… CV F-1/A                 66:61M                                    RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: F-1/A       Amendment No.1 to Form F-1                          HTML   3.36M 
 2: EX-1.1      Underwriting Agreement                              HTML    205K 
 3: EX-3.1      Articles of Incorporation/Organization or By-Laws   HTML    250K 
 4: EX-4.1      Instrument Defining the Rights of Security Holders  HTML    217K 
 5: EX-4.2      Instrument Defining the Rights of Security Holders  HTML     49K 
 6: EX-4.3      Instrument Defining the Rights of Security Holders  HTML    121K 
 7: EX-4.4      Instrument Defining the Rights of Security Holders  HTML     63K 
 8: EX-4.5      Instrument Defining the Rights of Security Holders  HTML    261K 
 9: EX-5.1      Opinion re: Legality                                HTML     24K 
10: EX-10.1     Material Contract                                   HTML     46K 
19: EX-10.10    Material Contract                                   HTML   2.56M 
20: EX-10.11    Material Contract                                   HTML   1.03M 
21: EX-10.12    Material Contract                                   HTML   1.07M 
22: EX-10.13    Material Contract                                   HTML    620K 
23: EX-10.14    Material Contract                                   HTML    609K 
24: EX-10.15    Material Contract                                   HTML    670K 
25: EX-10.16    Material Contract                                   HTML    668K 
26: EX-10.17    Material Contract                                   HTML    784K 
27: EX-10.18    Material Contract                                   HTML   1.18M 
28: EX-10.19    Material Contract                                   HTML    796K 
11: EX-10.2     Material Contract                                   HTML     80K 
29: EX-10.20    Material Contract                                   HTML    704K 
30: EX-10.21    Material Contract                                   HTML    696K 
31: EX-10.22    Material Contract                                   HTML    713K 
32: EX-10.23    Material Contract                                   HTML   4.17M 
33: EX-10.24    Material Contract                                   HTML   1.37M 
34: EX-10.25    Material Contract                                   HTML    169K 
35: EX-10.26    Material Contract                                   HTML    176K 
36: EX-10.27    Material Contract                                   HTML    907K 
37: EX-10.28    Material Contract                                   HTML    955K 
38: EX-10.29    Material Contract                                   HTML    895K 
12: EX-10.3     Material Contract                                   HTML    301K 
39: EX-10.30    Material Contract                                   HTML    744K 
40: EX-10.31    Material Contract                                   HTML    913K 
41: EX-10.32    Material Contract                                   HTML    832K 
42: EX-10.33    Material Contract                                   HTML    834K 
43: EX-10.34    Material Contract                                   HTML    490K 
44: EX-10.35    Material Contract                                   HTML    130K 
45: EX-10.36    Material Contract                                   HTML    703K 
46: EX-10.37    Material Contract                                   HTML    648K 
47: EX-10.38    Material Contract                                   HTML    685K 
48: EX-10.39    Material Contract                                   HTML    670K 
13: EX-10.4     Material Contract                                   HTML     88K 
49: EX-10.40    Material Contract                                   HTML    684K 
50: EX-10.41    Material Contract                                   HTML    701K 
51: EX-10.42    Material Contract                                   HTML    719K 
52: EX-10.43    Material Contract                                   HTML    133K 
53: EX-10.44    Material Contract                                   HTML    146K 
54: EX-10.45    Material Contract                                   HTML    141K 
55: EX-10.46    Material Contract                                   HTML    155K 
56: EX-10.47    Material Contract                                   HTML   2.16M 
57: EX-10.48    Material Contract                                   HTML    150K 
58: EX-10.49    Material Contract                                   HTML    159K 
14: EX-10.5     Material Contract                                   HTML    273K 
59: EX-10.50    Material Contract                                   HTML    148K 
60: EX-10.51    Material Contract                                   HTML     46K 
61: EX-10.52    Material Contract                                   HTML    374K 
62: EX-10.53    Material Contract                                   HTML    747K 
63: EX-10.54    Material Contract                                   HTML   1.11M 
15: EX-10.6     Material Contract                                   HTML    128K 
16: EX-10.7     Material Contract                                   HTML    389K 
17: EX-10.8     Material Contract                                   HTML    117K 
18: EX-10.9     Material Contract                                   HTML    658K 
64: EX-21.1     Subsidiaries of the Registrant                      HTML     17K 
65: EX-23.1     Consent of Experts or Counsel                       HTML     18K 
66: EX-99.1     Miscellaneous Exhibit                               HTML     67K 

Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

Exhibit 10.32

EXECUTION VERSION

Date      April 2013

CONCESIONARIA VUELA COMPAÑÍA DE AVIACIÓN, S.A.P.I. DE C.V.

as Lessee

- and -

AMENTUM AIRCRAFT LEASING NO. THREE LIMITED

as Lessor

AIRCRAFT LEASE AGREEMENT

in respect of one (1) Airbus A320-200 aircraft

bearing MSN 3524

INDEX

THIS AIRCRAFT LEASE AGREEMENT is made on    April 2013

BETWEEN:

RECITALS:

Lessor has agreed to lease and Lessee has agreed to take on lease the Aircraft upon the terms and subject to the conditions set out in this Agreement.

NOW IT IS AGREED as follows:

4.6

2

5.2

5.5

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

3

rights or Lessee’s obligations under this Agreement, notify Lessee of any application by Lessor pursuant to this Clause 5.5, promptly after such application by Lessor), apply the Cash Deposit (or, if applicable, make a drawing under the Letter of Credit) and/or the Maintenance Reserves, in each case, in or towards the payment or discharge of any matured obligation (including, without limitation, under paragraph 2(b) of Part 1 of Appendix 5) owed by Lessee, the Guarantor or any Affiliate of Lessee under the Transaction Documents or any Other Agreement, in such order as Lessor sees fit and/or exercise any of the rights of set-off described in Clause 5.7, against all or part of the Deposit and/or Maintenance Reserves.

5.7

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

4

5

6

except to the extent such payment is being contested in good faith by appropriate proceedings, in respect of which adequate reserves have been provided by Lessee and the non-payment of which does not give rise to any risk of the Aircraft or any interest therein being sold, forfeited, arrested, detained or otherwise lost or of civil or criminal liability on the part of any Indemnitee.

provided that neither Lessor nor any Indemnitee shall be under any obligation to take or continue to take any such action or other steps if an Event of Default has occurred and is continuing or if it is satisfied, in its absolute discretion, to do so would interfere with the right of Lessor or such Indemnitee to arrange its affairs (tax or otherwise) in whatever manner it thinks fit or oblige Lessor or such Indemnitee to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax, or have a material adverse effect on its business, or operations or financial condition or reputation or the financial basis under which, inter alia, the Transaction Documents have been entered into or would entail any cost or expense to Lessor or that Indemnitee (unless, in the case of any cost or expense, Lessor or that Indemnitee shall have been indemnified or otherwise secured to its satisfaction) or is otherwise prejudicial to it.

7

8

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

9

but excluding any Claim in relation to a particular Indemnitee to the extent that such Claim:

The provisions of Appendix 8 shall govern the parties’ respective rights and obligations regarding the return of the Aircraft.

10

11

12

provided that notwithstanding the foregoing provisions of this Clause 18, Lessor may only disclose the Agreed Maintenance Programme to third parties who are either bound by a duty of confidentiality or have executed a confidentiality undertaking.

13

14

IN WITNESS whereof the parties hereto have executed this Agreement on the date shown at the beginning of this Agreement.

SIGNED on behalf of AMENTUM AIRCRAFT LEASING NO. THREE LIMITED

15

APPENDIX 1

PART 1

DEFINITIONS

““A” Check” means a package of scheduled maintenance tasks with repeat intervals up to 600 Flight Hours, 6 months and 500 Cycles (including any lesser tasks) performed by an Agreed Maintenance Performer in accordance with the Agreed Maintenance Programme.

“Acknowledgement of Assignment of Guarantee” means the acknowledgement from the Guarantor to Lessor and the Security Trustee in respect of the Assignment in the form of Part 1 of Exhibit A.

“Acknowledgement of Assignment of Lease” means the acknowledgement from Lessee to Lessor and the Security Trustee in respect of the Assignment in the form of Part 2 of Exhibit A.

“Agreed Maintenance Performer” means Lessee, Aeromantenimiento S.A. and any person which is approved by, and holds all necessary licences from, the Air Authority and holding a valid repair station certificate for maintenance work on the Airframe, Landing Gear, APU, Engine and Parts issued by the FAA or EASA or, in respect of any “A” Check, any maintenance facility approved by the Air Authority.

“Agreed Maintenance Programme” means the Maintenance Programme for the Aircraft from time to time as approved by the Air Authority which shall be based on the Maintenance Planning Document.

“Agreed Value” means with respect to the period from the Delivery Date up to but excluding the first anniversary of the Delivery Date, ***** and thereafter reducing on each anniversary of the Delivery Date by an amount equal to ***** of the amount of the Agreed Value on the previous such anniversary or the Delivery Date as applicable.

“Affiliate” means in relation to any person (the “First Person”):

(and for this purpose “Control” means either the ownership of more than fifty per cent. (50%) of the voting share capital (or equivalent right of ownership) of a person or power to direct its policies and management whether by contract or otherwise).

“Air Authority” means all and any of the authorities, government departments, committees or agencies which under the laws of the State of Registration shall from time to time:

“Aircraft” means the aircraft described in Appendix 2, (which term includes where the context admits a separate reference to the Engines, Parts and Aircraft Documents) (but for the avoidance of doubt excludes any engine or part installed on the Aircraft title to which is not required by this Agreement to be passed to or vested in Lessor).

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

16

“Aircraft Documents” means all such technical data, documents, manuals and log books and any other records relating to the Aircraft which Lessee is required to keep and maintain to comply with the regulations of the Air Authority and FAA and all additions, renewals, revisions and replacements from time to time made in accordance with this Agreement and shall include:

“Airframe” means the Aircraft, excluding the Engines and Aircraft Documents.

“Airframe Manufacturer” means Airbus S.A.S.

“Airframe Warranties” means the warranties in respect of the Aircraft specified in the Airframe Warranty Agreement.

“Airframe Warranty Agreement” means the airframe warranty agreement entered into or to be entered into on or prior to the Delivery Date between Lessee, Lessor, the Security Trustee and the Airframe Manufacturer.

“Airworthiness Directive” or “AD” means any airworthiness directive issued or endorsed by the FAA, the EASA and/or the Air Authority applicable to the Airframe, any Engine, any Part or the Aircraft Documents.

“APU” means the auxiliary power unit installed on the Aircraft at Delivery and any replacement auxiliary power unit installed on the Aircraft in accordance with this Agreement and in each case includes any attaching Part.

“APU Available Balance” shall have the meaning ascribed to such term in part 2 of Appendix 5.

“APU Hours” means each hour or part of an hour during which the APU is operated.

“APU Initial Balance” shall have the meaning ascribed to such term in part 2 of Appendix 5.

“APU Performance Restoration” means a shop visit which restores performance and durability of the APU so as to return the APU to service for a complete APU run interval and shall include a Heavy Repair (as defined in the Honeywell Shop Maintenance Philosophy) or APU overhaul as required by the APU manufacturer’s component maintenance manual.

“Arranger” means HSH Nordbank AG, in its capacity as head arranger under Lessor’s financing arrangements.

“Assignment” means any present or future assignment in favour of the Security Trustee of Lessor’s rights in respect of, amongst other things, this Agreement, the Insurances, any Letter of Credit, the Guarantee, the Deposit and the Maintenance Reserves as security for Lessor’s obligation to the Lenders.

“Assignment of Insurances” means the assignment of Lessee’s rights, title, benefit and interest in and to the Insurances (other than the liability insurances) entered into or to be entered into on or prior to the Delivery Date between Lessor as assignee and Lessee as assignor.

“Bill of Sale” means the bill of sale transferring ownership of the Aircraft from the Airframe Manufacturer to Lessor.

“Business Day” means a day (other than a Saturday or Sunday) on which business of the nature required by this Agreement is carried out in Ireland and Mexico or, where used in relation to payments, on which banks are open for business in Dublin, Ireland and New York.

17

“Certificate of Acceptance” means a certificate of acceptance in respect of the Aircraft duly executed by Lessee substantially in the form of Exhibit B.

““C” Check” means a package of scheduled maintenance tasks with repeat intervals of 20 months 6,000 Flight Hours or 4,500 Cycles performed by an Agreed Maintenance Performer in accordance with the Maintenance Planning Document in effect on the relevant date.

“Claim” has the meaning given to it in Clause 11.1.

“Consolidated Text” means the Consolidated Text of the Convention and the Protocol attached to resolution No. 1 of the Final Act of the Diplomatic conference to adopt the Convention and the Protocol held under the auspices of ICAOP and UNIDROIT at Cape Town, South Africa from 29 October to 16 November, 2001.

“Convention” means the Convention on International Interests in Mobile Equipment signed in Cape Town, South Africa on 16 November, 2001.

“CPCP” means corrosion prevention and control programme.

“Cycle” means , in relation to the Airframe, one take-off and landing of the Aircraft, and in relation to an Engine, an APU, or a Landing Gear, or any fitted component installed in any of the foregoing one take off and landing of any aircraft on which that Engine, APU, or Landing Gear or any other fitted component, as the case may be, is installed.

“Default” means any Event of Default and any event which with the giving of notice, lapse of time or determination of materiality would constitute an Event of Default.

“Delivery” means delivery of the Aircraft by Lessor to Lessee under this Agreement.

“Delivery Check Flight” has the meaning given to such term in Part 1 of Appendix 7A.

“Delivery Condition” means the condition of the Aircraft as specified in Part 2 of Appendix 7A.

“Delivery Date” means the date on which Delivery takes place.

“Delivery Location” means Lufthansa Technik Philippines facility in Manila, Philippines.

“Deposit” means the amount equal to ***** paid or payable to by Lessee to Lessor in cash or provided or to be provided by Lessee to Lessor by way of Letter of Credit, in each case, in accordance with Clause 5.

“Deregistration Power of Attorney” means a deregistration and export power of attorney in the form of Exhibit D or in such other form agreed by Lessor.

“Dollars” and “$” means the lawful currency of the United States of America.

“EASA” means the European Aviation Safety Agency established by the European Parliament and the Council of the European Union under Regulation (EC) Number 1592/2002 or any other organisation or authority that, under the laws of the European Union, shall from time to time have jurisdiction over, amongst other things, aircraft airworthiness and aircraft safety standards for the European Union.

“Emergency Operations” means any deviation in an agreed flight path of the Aircraft to a Prohibited Jurisdiction made solely in order to protect the Aircraft or the lives, safety and/or wellbeing of the passengers and crew and provided Lessee shall promptly remove the Aircraft from such Prohibited Jurisdiction upon cessation of the conditions giving rise to the relevant flight path deviation.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

18

“EMMP” means the latest revision of the engine maintenance management programme of Lessee for the Engines adapted from the latest revision of the Engine Manufacturer’s engine maintenance management programme.

“Engine” means whether or not installed on the Aircraft:

and in each case includes all modules and Parts from time to time belonging to or installed in that engine but excludes any Replaced Engine title to which has passed to Lessee pursuant to this Agreement (and, for the avoidance of doubt, the term “Engine” excludes any engine installed on the Aircraft title to which is not required by this Agreement to be passed to or vested in Lessor).

“Engine LLPs” means each or any of the Engine Manufacturer’s certified cyclic life controlled parts as specified in the Engine Manufacturer’s “Time Limits Manual”.

“Engine Loss” means the occurrence of any of the events referred to in the definition of “Total Loss” but with references therein to “Aircraft” being construed as references to any Engine.

“Engine Manufacturer” means IAE International Aero Engines AG.

“Engine Performance Restoration” means, in respect of any Engine, the performance of a refurbishment of such Engine to clear it until its next anticipated Engine Performance Restoration (including, without limitation, the completion of a Level 3 Refurbishment on each of the high pressure turbine, the high pressure compressor and the combuster) in all cases in accordance with the maintenance procedures and soft times as defined in the EMMP (excluding any LRU’s on such Engine).

“Engine Warranties” means, in respect of each Engine, the warranties in respect of those Engines specified in the Engine Warranties Agreement.

“Engine Warranties Agreement” means the engine warranties agreement entered into or to be entered into on or before the Delivery Date between the Engine Manufacturer, the Security Trustee, Lessor and Lessee.

“Event of Default” means any of the events listed in Part 1 of Appendix 9.

“Expiry Date” means:

“FAA” means the Federal Aviation Administration of the United States of America and any successor thereof.

“Facility Agent” means HSH Nordbank AG or such other institution or institutions as Lessor may from time to time advise Lessee in writing.

“Final Delivery Date” means ***** or such later date as the parties may agree.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

19

“Financial Indebtedness” means any indebtedness for or in respect of:

“Fleet Aircraft” means any other aircraft owned or operated by Lessee.

“Flight Hour” means in relation to the Aircraft, each hour or part thereof (rounded up to two decimal places) elapsing from the moment the wheels of the Aircraft leave the ground on take off until the wheels of the Aircraft next touch the ground and in relation to an Engine, a Landing Gear, an APU and a Part each hour or part thereof (rounded up to two decimal places) elapsing from the moment the wheels of an aircraft on which that Engine, the Landing Gear, the APU or the Part, as the case may be, is installed leaves the ground on take off until the wheels of that aircraft next touch the ground.

“Government Entity” means (a) any national government, political subdivision thereof, or local jurisdiction therein; or (b) any instrumentality, board, commission, court, tribunal or agency of any thereof, however constituted; or (c) any association, organisation, or institution of which any of the above is a member or to whose jurisdiction any thereof is subject or in whose activities any of the above is a participant.

“Gross Negligence” means an act or omission which is done deliberately with intent to cause loss or damage or recklessly and with knowledge, that damage, death, delay, injury or loss would possibly result.

“Guarantee” means the guarantee dated the date of this Agreement executed by the Guarantor in favour of Lessor in respect of Lessee’s obligations to Lessor under the Transaction Documents.

“Guarantor” means Controladora Vuela Compañía de Aviación, S.A.P.I.de C.V., a company organised and validly existing under the laws of Mexico.

20

“Habitual Base” means Mexico or such other jurisdiction as agreed to by Lessor pursuant to the terms of this Agreement.

“IDERA” means an irrevocable deregistration and export request authority in the form set out in Annex 1 to the Convention.

“IFRS” means the International Financial Reporting Standards, being the guidelines and rules set from time to time by the International Accounting Standard Board that companies and organisations can follow when compiling financial statements;

“Indemnitees” means:

“Insurances” has the meaning given to it in paragraph 1 of Part 1 of Appendix 7.

“International Interest” has the meaning given to it in the Convention.

“International Registry” has the meaning given to it in the Convention.

“Landing Gear” means the landing gear assembly of the Aircraft including any attaching Part.

“Landing Gear Overhaul” means a full overhaul of the Landing Gear as required by the Maintenance Planning Document and in accordance with the manufacturer’s procedures.

“LC Amount” has the meaning given to such terms in Clause 5.2;

“Lease Manager” means Amentum Capital Limited, a company incorporated in Ireland or such other entity the Lessor notifies to the Lessee.

“Lenders” means such financial institution(s) which from time to time participate in the financing of the Aircraft for Lessor and/or for whose benefit security over, or rights relating to, the Aircraft and/or this Agreement and/or the Insurances is granted by Lessor or at Lessor’s request.

“Lessor Lien” means:

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

21

“Lessor Taxes” means Taxes in respect of any Indemnitee:

“Letter of Credit” means a letter of credit which meets the requirements set out in paragraph 2 of Part 1 of Appendix 5;

“Level 3 Refurbishment” has the meaning given to it in the latest revision of the Engine Manufacturer’s engine management programme.

“LIBOR” means, in respect of the applicable period for the calculation of default interest hereunder or in respect of any Rental Period for the calculation of Rent under Clause 5:

22

for the offering of deposits in Dollars for the applicable interest period or Rental Period, as the case may be, as of 11.00 a.m. (London time) two (2) Business Days before the first day of such period.

“Life Limited Part” means any Part that has a pre-determined life limit as mandated by Manufacturer, the Air Authority, FAA, EASA or any other Government Entity, as the context requires, which requires any such Part to be discarded upon reaching such life limit.

“Loan Agreement” means the Loan Agreement dated 19 June 2008 between Lessor, as borrower and HSH Nordbank AG as arranger, original lender, the agent and the security trustee (as amended and/or supplemented from time to time).

“Loss” means any cost, expense, financial liability, damage or monetary loss of any kind.

“LRU” means a line replacement unit.

“Maintenance Planning Document” or “MPD” means the latest revision of the maintenance planning document issued by the Airframe Manufacturer in respect of the same type of aircraft as the Aircraft.

“Maintenance Programme” means Lessee’s Air Authority approved maintenance programme for the Aircraft in accordance with the Maintenance Planning Document encompassing scheduled maintenance (including block maintenance), condition monitored maintenance, and/or on-condition maintenance of Airframe, Engines and Parts, including but not limited to, servicing, testing, preventive maintenance, repairs, structural inspections, system checks, overhauls, corrosion control, inspection and treatments.

“Maintenance Reserves” has the meaning given to it in Part 2 of Appendix 5.

“Major Checks” means the 6 Year Check and the 12 Year Check.

“Mandatory Service Bulletin” means any service bulletin affecting the airworthiness or safety of the Aircraft which is issued by the Manufacturer and compliance with which is required within a defined period of time.

“Manufacturer” means in respect of: (a) the Airframe, the Airframe Manufacturer; the Engines, the Engine Manufacturer; and (c) with respect to a Part (other than a complete Engine), the manufacturer of such Part.

“Mexico” means the United Mexican States.

“Mexican GAAP” means the generally accepted and consistently applied accounting principles and practices in the State of Incorporation.

“Minimum Liability Coverage” means ***** or such higher amount carried by Lessee on its fleet policy.

“Mortgage” means any present or future aircraft mortgage, pledge or security agreement made by Lessor in favour of the Security Trustee in respect of the Aircraft.

“Other Agreements” means together

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

23

“Part” means whether or not installed on the Aircraft:

but excludes any such items title to which has passed to Lessee pursuant to this Agreement (and for the avoidance of doubt the term “Part” excludes any part installed on the Aircraft title to which is not required by this Agreement to be passed to or vested in Lessor).

“Permanent Repairs” means any and all repairs relating to the Aircraft which:

“Permitted Lien” means:

24

but only if (in the case of both (a) and (b)) (i) adequate reserves have been provided by Lessee for the payment of the Taxes or obligations; and (ii) such proceedings, or the continued existence of the lien, do not give rise to any likelihood of the sale, forfeiture, detention or other loss of the Aircraft or any interest therein or of criminal liability or unindemnified civil liability on Lessor, the Security Trustee or any Lender.

“Permitted Sublease” means a sublease in compliance with Clause 4.1(c) and (d) of Appendix 6.

“Permitted Sub-Lessee” means any of:

“Permitted Transferee” means any person who (a) is not a competitor, or any Affiliate of a competitor, of Lessee; (b) is experienced in cross border leasing or owned or managed by a person who is so experienced; and (c) has a net worth of at least ***** (or whose obligations under this Agreement are guaranteed by a person with at least such a net worth).

“PMA Part” means a Part which has not been manufactured by the Airframe Manufacturer, the Engine Manufacturer or the manufacturer of the relevant replaced Part (as applicable) and is not approved by the Airframe Manufacturer or the Engine Manufacturer for installation in the Aircraft or an Engine (as applicable).

“Pre-Delivery Procedure” means the procedure set out in Part 1 of Appendix 7A.

“Process Agent Power of Attorney (Lessor)” means a process agent power of attorney substantially in the form of Exhibit G or in such other form requested by Lessor.

“Process Agent Power of Attorney (Guarantor)” means a process agent power of attorney substantially in the form of Exhibit H or in such other form requested by Lessor.

“Prohibited Jurisdiction” means any jurisdiction which, at any relevant time, is subject to an embargo or sanction or prohibition order (or any similar order or directive) of:

any which is applicable to the Lessee or any Indemnitee or the ownership, leasing or financing of the Aircraft or the transactions contemplated by the Transaction Documents and which order or directive prohibits or restricts or could reasonably be interpreted to prohibit or restrict the export (taking into account any exemptions which would be available and any operations to the extent that they are not absolutely prohibited or restricted) of the Aircraft to, and/or the use or operation of the Aircraft on flights to, and/or from such jurisdiction.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

25

“Protocol” means the Protocol to the Convention on Matters Specific to Aircraft Equipment, signed in Cape Town, South Africa on 16 November, 2001.

“Quiet Enjoyment Letter” means a letter from the Security Trustee to Lessee in the form of Exhibit E.

“Recognition of Rights Agreement” means an agreement in form and substance satisfactory to the Lessor and the Security Trustee (acting reasonably) concerning recognition of rights between Lessee, Lessor, the Security Trustee and any other owners, financiers or lessors of engines of the same make and model as the Engines (or any other engines compatible therewith) operated by Lessee.

“Redelivery” means the redelivery of the Aircraft by Lessee to Lessor in accordance with Appendix 8.

“Redelivery Date” means the date on which Redelivery occurs.

“Redelivery Location” has the meaning given to it in Part 1 of Appendix 8.

“Reference Banks” means the principal London branches of HSH Nordbank AG, Barclays Bank plc and Citibank N.A.

“Reinsurances” has the meaning given to it in paragraph 1 of Part 1 of Appendix 7.

“Rent” means each amount calculated pursuant to Clause 5.4.

“Rental Period” has the meaning given to it in Clause 5.3.

“Rent Date” means the first day of each Rental Period.

“Replacement Part” means, in relation to any Part to be replaced under this Agreement, a component, furnishing or part (other than a complete Engine) (provided that such component, furnishing or Part is not a PMA Part) that has the same or interchangeable specifications and modification status, is in as good an operating condition as, and a value, utility and remaining life equal to or greater than, the Part to be replaced (assuming such replaced Part was in the condition and repair required by the terms of this Agreement) and which has not accumulated more than 110% of the accumulated calendar time, Flight Hours and Cycles of the Aircraft and in respect of which title is capable of passing to Lessor free and clear of all Security Interests other than Permitted Liens.

“Return Condition” has the meaning given to it in Part 1 of Appendix 8.

“Scheduled Delivery Date” means the date notified by Lessor to Lessee pursuant to Clause 4.2.

“Scheduled Delivery Month” means *****.

“Scheduled Expiry Date” means the date falling sixty (60) months after the Delivery Date.

“Screen Rate” means the British Bankers’ Association Interest Settlement Rate for the relevant currency and period displayed on the appropriate page of the Bloomberg screen. If the agreed page is replaced or service ceases to be available, Lessor may specify another page or service displaying the appropriate rate after consultation with Lessee.

“Security Interest” means any mortgage, charge, pledge, lien, assignment, hypothecation, right of set-off, right of detention or any agreement or arrangement having the effect of creating a security interest other than a Permitted Lien.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

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“Security Trustee” means HSH Nordbank AG, or such other institution or institutions as Lessor may from time to time advise Lessee in writing.

“SENEAM” means Servicios a la Navegación en el Espacio Aéreo Mexicano.

“State of Incorporation” means Mexico.

“State of Registration” means Mexico or such other jurisdiction as agreed to by Lessor pursuant to the terms of this Agreement.

“Subsidiary” means:

(and for this purpose “control” means either the ownership of more than fifty per cent. (50%) of the voting share capital (or equivalent right of ownership) of a person or power to direct its policies and management whether by contract or otherwise).

“Suitable Replacement Engine” means an engine:

“Taxes” means all present and future taxes, levies, imposts, duties or charges of any nature whatsoever, and wheresoever imposed, including (without limitation) any registration tax in respect of the Aircraft, any withholding taxes, any value added tax or any other tax in respect of added value and any franchise, transfer, sales, use, business, occupation, excise, fuel, carbon, personal property, real property, stamp or other tax imposed by any Government Entity together with any penalties, additions to tax, fines or interest thereon and tax, taxes and taxation shall be construed accordingly.

“Term” means the period commencing on the Delivery Date and ending on Expiry Date.

“Termination Event” has the meaning assigned to it in Clause 10.1(c).

“Total Loss” has the meaning assigned to it in Part 3 of Appendix 7.

“Transaction Documents” means this Agreement, the Engine Warranties Agreement, the Airframe Warranty Agreement, the Certificate of Acceptance, the Assignment of Insurances, the Acknowledgement of Assignment of Lease, the Acknowledgement of Assignment of Guarantee, the Guarantee, the Deregistration Power of Attorney, the IDERA, the Process Agent Power of

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Attorney (Lessor), the Process Agent Power of Attorney (Guarantor), the Quiet Enjoyment Letter and any other document which is entered into in connection with any of those agreements and is designated as such by Lessor and Lessee.

“Wet Lease” means a lease agreement with respect to the Aircraft:

“6 Year Check” means a 6 year check performed by an Agreed Maintenance Performer in accordance with the MPD in effect when such check is carried out and required to be performed at a threshold/interval of 6 years which shall include all system, zonal and structural tasks with an interval of 6 years or lower, all Flight Hour or Cycles driven tasks which are not due to be carried out at 6 years as a result of utilisation but which for planning and access reasons would be performed at this 6 year check, all lower level checks, cabin refurbishment, out of phase work and cleaning and repair.

“6 Year Check Available Balance” shall have the meaning ascribed to such term in Part 2 of Appendix 5.

“6 Year Check Initial Balance” shall have the meaning ascribed to such term in Part 2 of Appendix 5.

“12 Year Check” means a 12 year check performed by an Agreed Maintenance Performer in accordance with the MPD in effect when such check is carried out and required to be performed at a threshold/interval of 12 years which shall include all system, zonal and structural tasks with an interval of 12 years or lower, all Flight Hour or Cycles driven tasks which are not due to be carried out at 12 years as a result of utilisation but which for planning and access reasons would be performed at this 12 year check, all lower level checks, cabin refurbishment, out of phase work and cleaning and repair.

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APPENDIX 1

PART 2

CONSTRUCTION

provided that:

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30

APPENDIX 2

DESCRIPTION OF AIRCRAFT

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APPENDIX 3

PART 1

LESSEE’S REPRESENTATIONS AND WARRANTIES

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33

APPENDIX 3

PART 2

LESSOR’S REPRESENTATIONS AND WARRANTIES ON SIGNING

34

APPENDIX 3

PART 3

LESSOR’S REPRESENTATIONS AND WARRANTIES ON DELIVERY AND EACH

RENT DATE

35

APPENDIX 4

PART 1

LESSOR CONDITIONS PRECEDENT

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37

38

39

APPENDIX 4

PART 2

LESSEE CONDITIONS PRECEDENT

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APPENDIX 5

PART 1

ADDITIONAL PAYMENT PROVISIONS

All payments by Lessee to Lessor under the Transaction Documents will be made for value on the due dates in Dollars and in same day funds settled through the New York Clearing House System or such other funds as may for the time being be customary for the settlement in New York City of international payments in Dollars by telegraphic transfer to such account as Lessor may advise Lessee in writing from time to time but no later than two (2) Business Days prior to the date on which any payment is due by Lessee under any Transaction Document.

Lessee will pay to Lessor or the applicable Tax authority the amount of any value added tax, any sales or turnover tax, imposition or levy of a like nature (together “VAT”) chargeable in respect of any supply for VAT purposes under any Transaction Document

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and each amount stated as payable by Lessee under any Transaction Document is exclusive of VAT (if any) and is accordingly to be construed as a reference to that amount plus any VAT in respect of it.

Save where expressly provided otherwise in the Transaction Documents, any certificate or determination made in accordance with the relevant provisions (if any) of the Transaction Documents by Lessor as to any rate of interest or as to any other amount payable under the Transaction Documents will, in the absence of manifest error, be conclusive and binding on Lessee.

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APPENDIX 5

PART 2

PAYMENT OF MAINTENANCE RESERVES

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

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***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

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Attachment 1

Engine LLP Maintenance Reserves Sub Accounts

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

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Attachment 2

Engine Maintenance Reserve Adjustment for changes to Assumed Ratio

Engine Derate Adjustment Table

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

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APPENDIX 5

PART 3

REFUND OF MAINTENANCE RESERVES

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2.3

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

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provided always that in no event shall payment be made in respect of:

(collectively, “Excluded Maintenance Events”). If any Engine suffers any foreign objects damage and as a result an Engine Performance Restoration is required to be carried out on that Engine, then Lessee shall provide Lessor with full details of the foreign object damage and if Lessor (acting reasonably) agrees that the performance of an Engine Performance Restoration on the Engine is advisable and will not impact adversely on the Engine or the future marketability of the Aircraft, then any such Engine Performance Restoration shall not be an Excluded Maintenance Event.

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*****

Where

*****.

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

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APPENDIX 6

LESSEE’S COVENANTS

Lessee will:

unless in the case of (i) and (ii) above the same are available free of charge on Lessee’s or the Guarantor’s website notified in writing by Lessee to Lessor and provided further that if there is a successful public offering of the Guarantor’s shares, then Lessee shall only provide the information at (i) above upon receipt of a request to do so from Lessor;

Lessee will:

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Lessee shall:

Lessee will:

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and which order or directive prohibits or restricts or could reasonably be interpreted to prohibit or restrict the export (taking into account any exemption which would be available and any operations to the extent that they are not absolutely prohibited or restricted) of the Aircraft to, and/or the use or operation of the Aircraft on flights to, and/or from such jurisdiction;

Lessee will:

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Lessee will:

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Lessee will maintain and repair the Aircraft in the same manner as similar Fleet Aircraft without in any way materially discriminating against the Aircraft and will in addition:

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

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Lessee will ensure that no Engine or Part installed on the Aircraft is at any time removed from the Aircraft other than:

and then in each case only if it is reinstalled or replaced by a Suitable Replacement Engine or Replacement Part complying with paragraph 3.3(a) below (and subject to the terms of paragraph 3.3(b) where applicable) as soon as practicable and in any event no later than the Expiry Date in the case of a Replacement Part and no later than three (3) months prior to the Expiry Date in the case of a Suitable Replacement Engine. Without prejudice to the generality of the foregoing, Lessee may not replace an Engine with a Suitable Replacement Engine save in the case of a Total Loss of an Engine.