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Controladora Vuela Compania de Aviacion, S.A.B. de C.V. – IPO: ‘F-1/A’ on 6/20/13 – EX-10.30

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 
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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 10.30

AIRCRAFT LEASE AGREEMENT

Dated as of April 7, 2011

BETWEEN

MASL IRELAND (22) LIMITED,

as Lessor,

and

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

as Lessee,

Concerning: One Airbus A320-200 Aircraft, MSN 2204 and

Two IAE V2527-A5 Turbofan Engines

THIS AIRCRAFT LEASE AGREEMENT (THIS “LEASE”) HAS BEEN EXECUTED IN SEVERAL COUNTERPARTS. TO THE EXTENT, IF ANY, THAT THIS LEASE CONSTITUTES TANGIBLE CHATTEL PAPER (AS SUCH TERM IS DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO TRANSFER OR ASSIGNMENT OF THIS LEASE OR ANY INTEREST HEREIN MAY BE ACCOMPLISHED, AND NO SECURITY INTEREST HEREIN MAY BE CREATED OR PERFECTED, THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART HEREOF OTHER THAN THE ORIGINAL COUNTERPART IDENTIFIED AS THE “CHATTEL PAPER ORIGINAL” BY A RECEIPT THEREFOR EXECUTED BY LESSOR ON OR IMMEDIATELY FOLLOWING THE SIGNATURE PAGE HERETO.

Table of Contents

THIS AIRCRAFT LEASE AGREEMENT, dated as of April 7, 2011, between MASL IRELAND (22) LIMITED, a company incorporated under the laws of Ireland, with its registered office at Level 1, South Bank House, Barrow Street, Dublin 4, Ireland (“Lessor”) and CONCESIONARIA VUELA COMPAÑÍA DE AVIACIÓN, S.A.P.I. DE C.V., a Mexican company with its principal place of business at Prolongación Paseo de la Reforma No. 490, Piso 1, Col. Santa Fe Peña Blanca, Del. Álvaro Obregón, 01210 México, D.F., México (“Lessee”).

WITNESSETH:

WHEREAS, Lessee desires to lease from Lessor and Lessor is willing to lease to Lessee the Aircraft upon the terms and conditions set forth in this Lease.

NOW, THEREFORE, in consideration of the mutual covenants herein set forth, Lessor and Lessee hereby agree as follows:

The capitalized terms used in this Lease (including in the paragraphs above) shall have the meanings specified in Schedule 1. The rules of construction and interpretation used in this Lease are also specified in Schedule 1.

Subject to the satisfaction of the conditions set forth in Clause 2.3, Lessor shall deliver the Aircraft to Lessee on the Delivery Date at the Delivery Location or at such other location as may be mutually agreed. Subject to satisfaction of the conditions set forth in Clause 2.4, Lessee shall accept the Aircraft by executing the Certificate of Acceptance and delivering the same to Lessor and upon Lessor’s countersignature on the Certificate of Acceptance the Aircraft shall become subject to this Lease. Execution and delivery by Lessee of the Certificate of Acceptance shall constitute conclusive proof of Lessee’s unconditional acceptance of the Aircraft for lease under this Lease without any reservation whatsoever. The date of the Certificate of Acceptance shall be the Delivery Date of the Aircraft.

It is anticipated that the Delivery Date of the Aircraft will be the Anticipated Delivery Date. Lessor agrees to notify Lessee of any event of which it becomes aware which would cause a change in the Delivery Date. Lessee acknowledges and agrees that the Delivery Date may be delayed and that Lessor shall not be responsible for any losses (including loss of profit), costs or expenses arising from any such delay which are suffered or incurred by Lessee. Lessee shall not be entitled to terminate this Lease, or to reject the Aircraft when tendered for delivery on the grounds of any such delay, unless the Delivery Date is delayed beyond the Latest Delivery Date. If the Delivery Date is delayed beyond the Latest Delivery Date, either party may give written notice of termination to the other in which event Lessor shall pay to Lessee an amount equivalent to the Security Deposit it has actually received from Lessee promptly thereafter, and this Lease shall be without further force or effect. Notwithstanding the foregoing, Lessee shall not be entitled to give written notice of termination and Lessor shall not be obliged to pay to Lessee an amount equivalent to the Security Deposit if the delay has been caused by Lessee’s failure to satisfy any of the conditions precedent set forth in paragraph 1 of Schedule 2 by the respective times specified or by any other matter under Lessee’s control.

At all times during the Term, full legal title to and ownership of the Aircraft shall remain vested in Owner to the exclusion of Lessee, notwithstanding the delivery of the Aircraft to, and the possession and use thereof by, Lessee. Lessee shall bear all risks of loss, theft, damage or destruction of or to the Aircraft during the Term.

Lessor’s obligation to deliver and lease the Aircraft to Lessee hereunder shall be subject to satisfaction of the conditions precedent set forth in paragraph 1 of Schedule 2 (which Lessee shall procure at the times specified) unless waived by Lessor.

Lessee’s obligation to accept and lease the Aircraft from Lessor hereunder shall be subject to the satisfaction of the conditions precedent specified in paragraph 2 of Schedule 2 (which Lessor shall procure at the times specified) unless waived by Lessee.

Lessee shall deliver to Lessor, or fulfill to the reasonable satisfaction of Lessor, the conditions subsequent set forth in paragraph 3 of Schedule 2 (which delivery or fulfillment Lessee shall procure at the times specified) unless waived or deferred by Lessor.

The Term shall commence on the Delivery Date and shall continue, unless earlier terminated pursuant to any provision hereof, until the Expiry Date.

Lessee shall pay Lessor rent for the Aircraft on each Basic Rent Payment Date, each such payment to be in the amount specified in Schedule 3 (“Basic Rent”).

Lessee shall also pay to Lessor or, at Lessor’s direction to whomsoever shall be entitled thereto, any and all Supplemental Payments on the due date specified in the invoice from Lessor to Lessee for each such Supplemental Payment or, in the case of Maintenance Payment Amounts, on the due date determined in accordance with Schedule 3. Lessee shall pay to Lessor (as well after as before any judgment), as a Supplemental Payment, interest at the Incentive Rate on any part of any instalment of Rent not paid on the due date for such payment. All computations of interest under this Lease to be made on the basis of a 360-day year and actual days elapsed.

Lessee’s obligation to pay Rent and make other payments in accordance with this Lease shall be absolute and unconditional irrespective of any contingency whatsoever including (but not limited to) (i) any right of setoff, counterclaim, recoupment, defence or other right which either party hereto may have against the other, (ii) any unavailability of the Aircraft or any part thereof for any reason, including, but not limited to, any loss, theft, damage or destruction of or to the Aircraft or any part thereof, any requisition of the Aircraft or any prohibition or interruption or interference with or other restriction against Owner’s or Lessor’s or Lessee’s use, operation or possession of the Aircraft, or any lack or invalidity of title or any other defect in title, airworthiness, merchantability, fitness for any purpose, condition, design or operation of any kind or nature of the Aircraft, or the ineligibility of the Aircraft for any particular use or trade, or for registration or documentation under the laws of any relevant jurisdiction, or any Event of Loss (subject to the provision for cessation of Basic Rent as stated in Clause 10.1) in respect of or any damage to the Aircraft or any part thereof, (iii) any insolvency, bankruptcy, reorganization, arrangement, readjustment of Indebtedness, dissolution, liquidation, concurso mercantil, or similar proceedings by or against Owner, Lessor, Lessee or any Financier, (iv) any invalidity or unenforceability or lack of due authorization of, or other defect in, any of the Relevant Documents, and (v) any other cause which but for this provision would or might have the effect of terminating or in any way affecting any obligation of Lessee hereunder.

- 2 -

- 3 -

and after the satisfaction by Lessee, in full, of its obligations hereunder, the payment or performance of which is then due (including any obligations to pay Supplemental Payments and to redeliver the Aircraft in accordance with the redelivery conditions set forth in Schedule 6, Part B, but excluding those other obligations that are expressly provided herein to survive the Expiry Date or the equivalent date in any Other Lease and which are not due for performance on or as of such date).

Following receipt by Lessor of the Security Letter of Credit, Lessor shall promptly, and in any event within five (5) Business Days, repay to Lessee an amount equal to the then balance of the cash Security Deposit.

and Lessor shall hold, apply, use, retain and return all or any portion of the funds paid pursuant to the Security Letter of Credit as the Security Deposit as provided in the foregoing provisions of this Clause 4.4.

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All amounts to be paid by Lessee hereunder shall be paid to the account of Lessor at the bank and to the account specified in Schedule 12 hereto or to such other party or account as Lessor shall designate in writing for value on the due date prior to 12:00 noon at the place where payment is to be made and in such funds specified by Lessor as being customary at the time for settlement of transactions in Dollars in the place of payment. Subject to Clause 4.2, if any such amount is due to be paid on a day other than a Business Day, such amount shall be payable on the next succeeding Business Day and the amount thereof, if calculated by application of a per annum rate, shall be adjusted accordingly. Any payment of Rent received in Lessor’s bank account after 12:00 noon (at the place at which payment is to be made in accordance with the foregoing) on the due date shall be treated as having been received on the next succeeding Business Day.

Rent and all other amounts payable by Lessee to Lessor hereunder and under each of the Relevant Documents will be made in full without any deduction or withholding (whether in respect of set-off, counterclaim, duties, tax, charges or otherwise) unless a deduction or withholding is required by any applicable law, in which event the provisions of Clause 9.2 shall apply.

Lessor represents and warrants that:

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Throughout the Term Lessee agrees that:

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

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that none of Lessor, Owner, Beneficiary, any Financier or any person claiming by or through Lessor, Owner, Beneficiary or any Financier will acquire or claim, as against such Third Party Interest Holder, any right, title or interest in any Third Party Engine as a result of such Third Party Engine being installed on the Aircraft during the Term; provided however that the foregoing agreement and undertaking of Lessor shall only be for the benefit of each Third Party Interest Holder who has given an equivalent undertaking, mutatis mutandis, for the benefit of Lessor, Owner, Beneficiary and the Financiers with respect to the Engines while they are installed on another airframe in or with respect to which such Third Party Interest Holder has an interest.

Except as provided in Clause 6.1, Lessee will not sublease or otherwise in any manner deliver, transfer or relinquish possession of the Aircraft or any part thereof without the prior written consent of Lessor, and Lessee will not assign or transfer any of its rights or obligations under any of the Relevant Documents. In no circumstances will Lessor give its approval to any sublease to a national of a Prohibited Country. Any such purported assignment shall be void ab initio. Lessee shall pay Lessor all reasonable costs incurred by Lessor or any Financier in assessing any request for consent to, or otherwise in connection with, any sub-lease. Any sublease to which Lessor in its sole discretion may consent shall (a) be subject and subordinate to this Lease, any Superior Lease and any Mortgage and terminate automatically upon termination of the leasing of the Aircraft hereunder, (b) require that the Aircraft be maintained by the Authorized Maintenance Performer under the approved Maintenance Program, and (c) require that the Aircraft remain on the aircraft registry of the State of Registration. Subject to Clause 6.5, this Clause 6.2 shall not prohibit Lessee from “wet leasing” the Aircraft to any person approved by Lessor, Owner and Mortgagee (such approval not to be unreasonably withheld) provided Lessee’s flight crews remain in full control of the Aircraft at all times during any such “wet lease” and provided further that Lessee shall remain primarily liable in respect of all of its obligations under this Lease and no such “wet lease” shall materially adversely affect the rights and interests of Lessor, Owner or any Financier.

Lessee shall permit the Aircraft to be used solely in commercial operations for which Lessee is duly authorized. Lessee shall not use, or permit the use of, the Aircraft or any part thereof for any purpose for which it is not suitable. Lessee shall comply with all regulations of the Aeronautics Authority. Lessee shall not at any time (a) represent or hold out Owner, Lessor or any Financier as carrying goods or passengers on the Aircraft or as being in any way connected or associated with any operation of the Aircraft or (b) pledge the credit of Owner, Lessor or any Financier.

Lessee shall notify Lessor, not less than 30 days prior to the scheduled commencement thereof, of each upcoming “C check” (under and as defined in the Maintenance Program), of any Relevant Work which could be the subject of a claim for payment by the Lessor to Lessee under paragraph 5.3 of Schedule 3, and of any other major check or structural inspection to be performed on the Airframe and of any shop visit of an Engine or the APU.

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Lessee will not cause or permit the Aircraft or any part thereof to be maintained, used or operated in violation of any law, treaty, statute, rule, regulation, or order of any Government Entity having jurisdiction over Lessee or the Aircraft or any Engine or contrary to any manufacturer’s operating manuals and instructions, or in violation of any airworthiness certificate or registration relating thereto. Lessee agrees not to operate the Aircraft, or permit the same to be operated, (a) unless the Aircraft is covered by insurance as required by the provisions of Clause 11, or (b) contrary to the terms of the insurance required by the provisions of Clause 11. If the Aircraft is taken into any location or country in which the insurance required by Clause 11 is not in full force and effect, Lessee, in addition to its liability under Clauses 15 and 16, shall be liable to Lessor for loss or damage to the Aircraft up to the Insured Value. The Aircraft shall not be subleased or wet leased to (a) a national of any Prohibited Country, (b) a national of any country as to which the United States of America or the European Union has imposed an embargo, for the duration of such embargo, (c) any entities or nationals on the list of Specially Designated Nationals and Blocked Persons listed on the website of the U.S. Department of the Treasury, Office of Foreign Assets Control (www.ustreas.gov/ofac), or (d) entities or nationals as to which sub-leasing or wet-leasing is prohibited by the U.S. Department of Commerce pursuant to the Denied Persons List or the Entity List posted on the website of the U.S. Department of Commerce, Bureau of Export Administration (www.bis.doc.gov). Unless prohibited by the rules and regulations of the European Union, the foregoing shall not prohibit the use of the Aircraft for travel to any such countries if (a) such use would be permitted as a temporary sojourn under Part 740.15 of the Export Administration Regulations of the United States of America, posted at (www.bis.doc.gov), (b) Lessee retains operational control of the Aircraft at all times, as that term is defined in Part 740.15 of the Export Administration Regulations, and (c) such use is not otherwise prohibited under the laws of the United States of America.

Lessee, at its own cost and expense, shall:

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Lessor will affix and Lessee will maintain on the frame of the forward right door of the Aircraft an ownership data plate and in the cockpit of the Aircraft adjacent to and not less prominent than the airworthiness certificate therein and on each Engine the lease data plates, all such plates bearing the inscriptions set out in Attachment A to Schedule 12 or such other inscription as Lessor from time to time directs in order to show Lessor’s, Owner’s and any Financier’s interests in the Aircraft. Except as otherwise provided, Lessee will not allow the name of any person or entity to be placed on the Airframe or any Engine or the APU as a designation that might be interpreted as a claim of ownership, except that Lessee may place its customary colours and insignia on the Airframe.

Lessee shall pay Maintenance Payment Amounts at the time and in the amounts specified in Schedule 3 and shall perform the other obligations specified in Schedule 3 in relation thereto. The Maintenance Payment Amounts shall, once received, be the property of Lessor and shall not be subject to reimbursement to Lessee, and Lessee hereby waives and relinquishes all rights in the Maintenance Payment Amounts in favour of Lessor and charges, assigns, agrees to assign and transfers to the Lessor any and all of Lessee’s right, title and interest in the Maintenance Payment Amounts. This Clause 6.8 is without prejudice to Lessee’s rights pursuant to paragraph 5.3 of Schedule 3.

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If at any time Lessee is not using the Aircraft in regularly scheduled service for a period in excess of 45 days, Lessee shall store the Aircraft with the Authorised Maintenance Performer in accordance with the recommended storage procedures of the Maintenance Manual and Lessee shall cause hangar keeper’s legal liability and all risks hull insurance to be maintained with respect to the Aircraft. Lessee shall notify Lessor at any time when the Aircraft is in storage and shall specify in such notice to Lessor the location at which the Aircraft is being stored. Lessor or Lessor’s agent or representative shall be entitled to inspect the Aircraft and the Aircraft Records, at Lessor’s own cost and expense, at any time while the Aircraft is being stored.

Subject to Clause 6.11, as between Lessor and Lessee, Lessor will remain entitled to the benefit of each warranty or guarantee (including any performance guarantee), express or implied, given by any Manufacturer or Supplier to Owner or Lessor in relation to the Aircraft, any Engine or Part (a “Supplier Warranty”). Lessee will procure that the benefit of any unexpired Supplier Warranty given in relation to any Part or service supplied with respect to the Aircraft during the Term will vest in Owner or Lessor or any Financier, as Lessor shall require, when given or, if not reasonably practicable at that time, will take all steps necessary to ensure that the benefit of any such Supplier Warranty vests in Owner or Lessor or any Financier, as Lessor shall require, upon termination or expiry of the Term.

For the duration of the Term (unless an Event of Default has occurred and is continuing) Lessor hereby authorises Lessee to take any action that Lessee reasonably thinks fit to enforce any rights, claims and/or remedies under a Supplier Warranty and Lessor shall, at the cost and expense of Lessee, render all assistance as may be reasonably required by Lessee in connection therewith, provided that any such action will be taken at Lessee’s expense and any sums paid by the relevant Supplier under the relevant Supplier Warranty shall be applied by Lessee to discharge the cost of rectifying the defect for which the relevant claim was made or in reimbursement of such cost, with any excess to be retained by Lessee.

Lessee shall furnish to Lessor such information concerning the location, condition, use and operation of the Aircraft as Lessor may reasonably request. Lessee shall permit any person or entity designated in writing as Lessor’s agent or representative by Lessor to visit and inspect (at any reasonable time, provided that such inspection shall not materially interfere with Lessee’s operational commitments) the Aircraft, its condition, use and operation and the Aircraft Records and, at Lessor’s expense (unless an Event of Default has occurred and is continuing), to make copies of such records as Lessor or Lessor’s agent or representative may reasonably designate. Lessor shall have no duty to make any such inspection and shall not incur any liability or obligation by reason of not making any such inspection. The inspection rights set forth in this Clause 7 shall be limited to one visit in any twelve month period, provided that such restriction on the frequency of inspections shall not apply in any of the following circumstances: (a) any inspection of the Post-Delivery Modifications pursuant to Clause 8.6; (b) if an Event of Default has occurred and is continuing (or to verify cure of any such Event of Default); (c) in connection with any remarketing of the Aircraft by Owner or Lessor for sale or lease; (d) in connection with any scheduled major check or structural inspection of the Airframe or any shop visit of an Engine or the APU; (e) in connection with any repair of damage to the Aircraft or any Engine for which the cost of repairs is expected to *****; or (f) in the event the Aircraft is in storage for a period of greater than 30 consecutive days.

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

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Lessee, at its own cost and expense, shall, as soon as practicable but in any event within 60 days, replace all Parts which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever. In addition, in the ordinary course of maintenance, service, repair, overhaul or testing, Lessee may remove any Part, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided that Lessee shall promptly replace such Part. All replacement Parts shall be free and clear of all Liens, be documented by EASA Form One or FAA Form 8130-3, and shall be in as good operating condition as, and shall have a value and utility at least equal to, the Parts replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof and shall be owned by Lessee and capable of vesting in Owner free of all Liens.

All Parts removed from the Airframe and the Engines shall remain the property of Owner and subject to this Lease, any Superior Lease and any Mortgage, no matter where located, until such Parts are replaced by Parts to which title shall have vested in Owner and which have been incorporated or installed in or attached to the Airframe or an Engine and which meet the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated, installed or attached as provided above, without further act, (a) title to the replaced Part shall thereupon vest in Lessee, free and clear of all Lessor Liens; (b) subject to the provisions of Clause 8.5, such replaced Part shall no longer be deemed a Part hereunder; (c) title to the replacement Part shall thereupon vest in Owner; and (d) subject to the provisions of Clause 8.5, such replacement Part shall become subject to this Lease, any Superior Lease and any Mortgage and be deemed to be a Part hereunder to the same extent as the Parts originally incorporated or installed in or attached to the Airframe and the Engines.

Any Part removed from the Airframe or from any Engine as provided in Clause 8.1 may be subjected by Lessee to a normal pooling arrangement that is customary in the airline industry entered into in the ordinary course of Lessee’s business with the Authorised Maintenance Provider; provided that a part replacing such removed Part shall be incorporated or installed in or attached to such Airframe or Engine in accordance with Clauses 8.1 and 8.2 as promptly as possible after the removal of such removed Part. Parts removed from the Airframe or Engine may also be incorporated or installed in or attached to an airframe or engine subject to any Other Lease provided that such Part is replaced in accordance with the provisions of this Clause 8. The APU shall not be pooled or replaced (other than a temporary replacement during an APU shop visit) without Lessor’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned.

Any replacement part when incorporated or installed in or attached to the Airframe or an Engine from time to time may be owned by another air carrier, the Authorised Maintenance Performer or subject to a normal pooling arrangement; provided that Lessee, at its expense, as promptly thereafter as possible either (i) causes title to such replacement part to vest in Owner in accordance with Clause 8.2 by Lessee acquiring title thereto for the benefit of Owner, free and clear of all Liens, or (ii) replaces such replacement part by incorporating or installing in or attaching to the Airframe or an Engine a further replacement part owned by Lessee free and clear of all Liens which shall thereupon become subject to this Lease, any Superior Lease and any Mortgage and be deemed to be a “Part” hereunder.

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Except as provided in this Clause 8 and in Clause 6.6 or as otherwise required by applicable law, Lessee shall not make any alteration, modification or addition to the Airframe or any of the Engines except such alterations, modifications or additions the cost (including labour costs of installation) of which is less than ***** and which can be removed from the Aircraft without diminishing or impairing the value of the Aircraft.

Subject to the provisions hereof, title to all Parts incorporated or installed in or attached or added to the Aircraft or any part thereof as the result of any alteration, modification or addition shall, without further act, vest in Owner and become subject to this Lease, any Superior Lease and any Mortgage; provided, however, that so long as no Default or Event of Default shall have occurred and be continuing, at any relevant time during the Term, Lessee may remove any Part from the Aircraft or any part thereof, provided that (a) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to the Aircraft or any part thereof at the time of delivery thereof hereunder or any Part in replacement of, or substitution for, any such original Part; (b) such Part is not required to be incorporated or installed in or attached or added to the Aircraft or any part thereof pursuant to the terms hereof; and (c) such Part can be removed from the Aircraft or any part thereof without diminishing or impairing the value, utility or airworthiness which the Aircraft or any part thereof would have had at such time had such addition not occurred. Upon the removal by Lessee of any such Part as above provided, title thereto shall, without further act, vest in Lessee free and clear of all Lessor Liens and such Part shall no longer be deemed a Part hereunder. Title to any Part not removed by Lessee as above provided prior to the return of the Aircraft to Lessor hereunder shall remain with Owner and subject to this Lease, any Superior Lease and any Mortgage.

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

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Lessee shall pay, assume liability for and indemnify, protect, defend, save and hold each Tax Indemnitee, harmless from and against, all Taxes which are imposed by any government (or any political subdivision or fiscal or taxing authority thereof) and are imposed on or with respect to, or are measured by, (a) this Lease or any other Relevant Document, (b) the Aircraft or any part thereof, (c) the acceptance, rejection, delivery, possession, use, presence, storage, registration, deregistration, modification, maintenance, operation, sale in connection with the exercise of remedies under Clause 16, return, import, export, subleasing, repair, overhaul, transportation, landing, redelivery, leasing or other disposition of the Aircraft or any part or portion thereof, or (d) the receipts, earnings, insurance proceeds or other amounts arising from the Aircraft or any Part, or the Relevant Documents, provided, however, the foregoing indemnity shall not apply to the following Taxes (collectively, “Excluded Taxes”): (i) Taxes imposed on or levied or measured on the net income, profits, gains, capital, net worth, capital stock, franchise, business activity Taxes or other similar Taxes imposed on the privilege of doing business or in the nature of an alternative minimum Tax, assessed on Lessor or any Tax Indemnitee by any Government Entity in the jurisdiction in which Lessor or a Tax Indemnitee is organized, based, maintains an office or other fixed place of business, carries on business through a permanent establishment or is deemed to have its principal place of business unless such Taxes result from (x) the use or location of the Aircraft in such jurisdiction or (y) Lessor or such Tax Indemnitee being deemed to be organized, based, maintain an office or other fixed place of business, or to carry on business through a permanent establishment, or is deemed to have its principal place of business, in any such case, in such jurisdiction solely as a result of Lessor having entered into this Lease or any other Relevant Document; (ii) Taxes imposed with respect to any period prior to the Delivery Date or after return of the Aircraft pursuant to Clause 14; (iii) Taxes imposed on or with respect to a voluntary or involuntary transfer, sale or other disposition by a Tax Indemnitee of all or any part of its right, title and interest in, to or under the Aircraft, the Airframe, any Engine (or any Part thereof except the transfer of a Part pursuant to Clause 8 or the transfer of any Engine pursuant to Clause 10.2) or any of the Relevant Documents or any loan secured by the foregoing to any person or entity, unless any such transfer occurs when an Event of Default has occurred and is continuing; (iv) Taxes which the relevant Tax Indemnitee is subject to as a result of business or transactions unrelated to the transactions contemplated by the Relevant Documents; (v) Taxes caused by the gross negligence, wilful misconduct, or breach by a Tax Indemnitee of its representations or covenants under this Lease or the

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Relevant Documents; (vi) any increase in Taxes imposed on a transferee Tax Indemnitee of any interest of a transferor Tax Indemnitee, or as a result of the change in jurisdiction of incorporation of the relevant Tax Indemnitee, in any such case under the law in effect on the date of such transfer or change of jurisdiction, or enacted on the date of such transfer or change of jurisdiction and scheduled to come into effect after the date of the relevant transfer; (vii) Taxes arising from the failure of a Tax Indemnitee to comply with any certification or other requirement of the jurisdiction imposing the Tax as a precondition to any exemption from or reduction of such Tax to which such Tax Indemnitee may be entitled; provided such certification or other requirement or compliance therewith would not expose such Tax Indemnitee to any risk of adverse consequences and further provided that Lessee has notified such Tax Indemnitee of the relevant Tax, such certification and other requirement (if any) within sufficient time so as to allow such Tax Indemnitee, acting with reasonable diligence, to consider the implications thereof and comply with the applicable certification or other requirement; (viii) Taxes that would not have been imposed but for a Lessor Lien; (ix) Taxes that are being contested in accordance with the provisions of Section 9.6 hereof during the pendency of such contest, except to the extent that the Lessee is required to pay such Tax pursuant to Section 9.6; (x) Taxes imposed as a result of any Tax Indemnitee’s or its affiliate’s, agent’s or advisor’s failure to comply with sections 6111, 6112, 6707, 6707A or 6708 of the Code; (xi) Taxes related to any U.S. federal withholding Tax imposed under FATCA, unless attributable to the status or acts or omissions of Lessee; or (xii) Taxes imposed to the extent such Tax would not have been imposed but for any amendment, supplement, modification, contest or waiver to this Lease or any other Relevant Agreements (but excluding any thereof (x) requested or consented to by Lessee or (y) entered into, concluded, undertaken or given following the occurrence of a Default or Event of Default).

Notwithstanding anything to the contrary contained in this Clause 9, if Lessee is required by law to make any withholding from Rent or any other amount payable by Lessee to an Indemnitee or Tax Indemnitee under any of the Relevant Documents, as soon as practicable after Lessee makes any withholding from any amount payable to an Indemnitee or Tax Indemnitee under any of the Relevant Documents, Lessee shall pay the relevant Tax to the relevant governmental authority and deliver to such Indemnitee or Tax Indemnitee a receipt or other document, reasonably satisfactory to such Indemnitee or Tax Indemnitee and reasonably obtainable by Lessee, evidencing such withholding and the payment of the amount withheld to the relevant governmental authority, for the purpose of enabling such Indemnitee or Tax Indemnitee to substantiate a claim for credit or deduction for income tax purposes of the amounts so withheld. With the exception of Excluded Taxes, Lessee shall pay to such Tax Indemnitee such additional amount as may be necessary to enable such Tax Indemnitee to receive (after such withholding) and retain an amount equal to the full amount then payable to such Tax Indemnitee absent such withholding. Each Indemnitee and each Tax Indemnitee shall cooperate with Lessee to recover or reclaim any Tax paid by Lessee hereunder and any amount recovered shall be repaid to Lessee. Lessee shall be responsible for all costs and expenses incurred by any Indemnitee or Tax Indemnitee as a result of such cooperation.

Each indemnity provided for in Clauses 9.1, 9.2 or Clause 12, shall be in an amount which, after taking into account all Taxes (other than Excluded Taxes), fees or other charges payable or imposed with respect thereto or as a result of the receipt thereof by any Indemnitee or Tax Indemnitee in any jurisdiction (whether or not excepted above), shall be equal to the amount of such indemnity otherwise payable under this Lease, taking into account any deductions, credits or other Tax benefits claimable by the Indemnitee or Tax

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Indemnitee and the cash flow benefits, if any, of receipts and payments. Any payment required to be made by Lessee under Clause 9.1 shall be due and payable within 30 days following Lessee’s receipt of Lessor’s written demand therefor (accompanied by an invoice or a written statement of the Indemnitee or Tax Indemnitee describing in reasonable detail the Taxes for which the relevant Indemnitee or Tax Indemnitee is demanding an indemnity and the computation of the amount of the indemnity being demanded), subject to the provisions of Clause 9.4.

If any Indemnitee or Tax Indemnitee, in good faith, determines that it has realized and retained a Tax benefit (by way of deduction, credit or otherwise) as a result of any payment for which Lessee is liable under Section 9.1, or 9.2, the Indemnitee or Tax Indemnitee shall, provided no Default or Event of Default shall have occurred which is continuing, pay to Lessee as soon as practicable after the Tax benefit has been realized (but not before Lessee has made all payments and indemnities to a Tax Indemnitee required under this Section 9) an amount (including interest received and attributable thereto) which will ensure that (after taking account of the payment itself) the relevant Indemnitee or Tax Indemnitee is in no better and no worse position than it would have been if the Tax benefit had not been realized. Nothing in this Section 9.4 shall: (i) interfere with the right of Indemnitee or Tax Indemnitee to arrange its Tax affairs in whatever manner it thinks fit; (ii) oblige Indemnitee or Tax Indemnitee to disclose any information relating to its Tax affairs or any Tax computations, or (iii) make any payment if and to the extent that, as a result thereof, Lessor’s ability to retain such Tax benefit will be prejudiced.

Lessor or any Tax Indemnitee shall indemnify and hold harmless Lessee on demand from any Excluded Taxes relating to the Aircraft or any Relevant Document which Lessee is required to pay (other than Excluded Taxes payable by Lessee as a result of its gross negligence, wilful misconduct, or breach of its representations or covenants under this Lease or the Relevant Documents) so that Lessee is left in exactly the same position as it would have been had such Excluded Taxes not been paid by it.

Lessor will give Lessee written notice if any claim is made against any Tax Indemnitee for any Tax that is subject to indemnification under Clause 9.1. If Lessee so requests in writing within 30 days after receipt of such notice, the relevant Tax Indemnitee shall permit Lessee to contest the claim in the name of the Tax Indemnitee or in the name of Lessee, to the extent permitted by law. However, if such claim, whether alone or together with other claims which could be made with respect to other transactions to which the Tax Indemnitee is then a party could (if sustained) have an adverse effect on the Tax Indemnitee’s business or financial affairs (a “Special Claim”), or if Lessee shall not be permitted by law to contest a claim (other than a Special Claim) on behalf of the Tax Indemnitee, then the Tax Indemnitee shall contest such claim in good faith. Notwithstanding the foregoing, no claim shall be contested unless and until: (a) the Tax Indemnitee shall have received (i) an indemnity reasonably satisfactory to it for all expenses reasonably expected to be paid in contesting the claim (including attorneys’ and accountants’ fees and disbursements) and (ii) written acknowledgement by Lessee of its liability hereunder (if such contest is decided adversely) in respect of such Taxes; (b) the action to be taken will not involve any material risk of the sale, forfeiture, seizure or loss of, or the creation of any Lien (except a Lien which Lessee shall have provided security in an amount and manner reasonably satisfactory to Lessor) on, the Aircraft or any part thereof or any interest therein; (c) if such contest shall be conducted in a manner requiring the payment of the claim, Lessee shall have advanced the amount required on an interest-free

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after-tax basis; (d) no Event of Default shall have occurred and be continuing and Lessor shall be receiving all amounts of Rent when due, without reduction by reason of any Taxes; and (e) if such claim is a Special Claim, the relevant Tax Indemnitee shall have received a legal opinion (at the expense of Lessee) from counsel satisfactory to the Tax Indemnitee indicating that a reasonable basis for such contest exists. The relevant Tax Indemnitee and Lessee shall in good faith consider the other party’s views regarding the conduct of the contest. The relevant Tax Indemnitee and Lessee shall provide to each other, upon request, such reasonably obtainable information and such other reasonable assistance as may be necessary or advisable for the effective evaluation or conduct of such contest. Notwithstanding the foregoing provisions of this Clause 9.4, if at any time any Tax Indemnitee waives its right of indemnification under this Clause 9 in respect of a claim, or if, after having received payment of indemnification from Lessee hereunder in respect to such claim, such Tax Indemnitee tenders such payment to Lessee, then Lessee shall not be entitled to contest, or to continue to contest, any such claim. Each Tax Indemnitee shall (a) act in good faith when settling any claim for any Tax that is subject to indemnification under Clause 9.1, and (b) not settle any such claim without first consulting with Lessee.

Lessee will provide such information as may be reasonably requested by any Tax Indemnitee and reasonably obtainable by Lessee to enable any Tax Indemnitee to fulfil its tax filing requirements with respect to the transactions contemplated by the Relevant Documents. In the event that any return, statement or report is required to be made or filed by Lessee or, if Lessee has actual knowledge thereof, by any Tax Indemnitee with respect to any Tax required to be indemnified against by Lessee under this Clause 9, Lessee shall notify Lessor or the relevant Tax Indemnitee of such filing requirement and (a) to the extent permitted by law and timely requested by the relevant Tax Indemnitee or required by law, make and file in its own name such return, statement or report (together with any applicable Tax payment) in such manner as will show the ownership of the Aircraft in Owner and furnish Lessor with a copy of such return, statement or report or (b) where such return, statement or report is required to be in the name of or filed by any Tax Indemnitee, prepare and furnish such return, statement or report for filing by the relevant Tax Indemnitee in such manner as shall be reasonably satisfactory to the relevant Tax Indemnitee and send the same (together with any applicable Tax payment) to the relevant Tax Indemnitee for filing no later than 30 days prior to the due date. Where a Tax Indemnitee is required to make or file a return, statement or report reflecting items other than or in addition to Taxes indemnified against by Lessee under this Clause 9, Lessee shall, upon Lessor’s timely and reasonable request, provide the relevant Tax Indemnitee with information readily available to Lessee, within a reasonable time, sufficient to permit such return, statement or report to be properly made and timely filed.

If Lessee timely satisfies the requirement set out herein and Lessor does not timely file the relevant report, return or statement (together with any payment of Tax furnished by Lessee) that Lessor or the relevant Tax Indemnitee is required to file pursuant to the foregoing, and if such failure results in a Tax liability that is in excess of the Tax liability that Lessee would be obligated to pay and indemnify Lessor or such Tax Indemnitee for, Lessor shall indemnify Lessee for any such excess.

Lessor shall provide or cause to be provided to Lessee, from time to time following Lessee’s request, letters from the Office of the Irish Revenue Commissioners (in such Office’s usual form) confirming that each of Lessor and Owner Participant is resident in Ireland for Tax purposes. Lessee may not request such letters more frequently than once in each year unless it requires more recent letters than those most recently provided by Lessor to satisfy a requirement of applicable law.

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Upon the occurrence of an Event of Loss with respect to the Aircraft, Lessee shall forthwith (and in any event within three (3) Business Days after becoming aware of such occurrence) give Lessor written notice of such Event of Loss, and Lessor and Lessee shall proceed diligently and cooperate fully with each other in the recovery of any and all proceeds of insurance applicable thereto. Basic Rent shall continue to accrue and be paid hereunder until such time as Lessor has received the full amount due under this Clause 10.1. On the earlier of the date of receipt of the Event of Loss Proceeds or 60 days following the date of occurrence of such Event of Loss or, in the case of a constructive, compromised or agreed Event of Loss, the date of declaration thereof (the “Event of Loss Payment Date”), Lessee shall pay or procure the payment to Lessor of an amount equal to the aggregate of:

less an amount equal to (x) any Basic Rent already received by Lessor with respect to the period commencing on (but excluding) the Event of Loss Payment Date, and (y) any Event of Loss Proceeds already received by Lessor, Owner or any Financier, as the case may be.

At such time as Lessor has received the entire amount set forth above, Lessor, subject to the rights of the insurers, shall make a payment to Lessee in an amount equal to the aggregate of (a) the Security Deposit and (b) all Maintenance Payment Balances, and Lessor shall, subject to the rights of the insurers, cause to be executed all necessary bills of sale and other documents required to transfer to Lessee, free and clear of all Lessor Liens, all Owner’s right, title, and interest, “as is, where is,” without recourse or warranty, express or implied, in and to (a) the Aircraft, (b) all claims for damage to the Aircraft, if any, against third persons arising from the Event of Loss (unless any insurer requires that such claims be assigned to it), and (c) all rights to any insurance claims and proceeds under all insurance, except liability insurance, maintained by Lessee hereunder, all without representation, recourse or warranty of any kind whatsoever. Lessee shall be entitled to receive all insurance proceeds applicable to the Aircraft over and above the amount due to Lessor under the preceding paragraph, if any, as compensation for the loss of Lessee’s interest as Lessee in the Aircraft.

Upon the occurrence of an Event of Loss with respect to an Engine or the APU under circumstances in which there has not occurred an Event of Loss with respect to the Aircraft, Lessee shall forthwith (and in any event within three (3) Business Days after such occurrence) give Lessor written notice thereof and Lessee shall replace such Engine or APU as soon as reasonably possible (and, in any event, within 90 days following such Event of Loss) by duly conveying to Owner, free and clear of all Liens, title to another engine or, as appropriate, auxiliary power unit of the same or an improved model and (in the case of a replacement engine) suitable for installation and use on the Airframe with the

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remaining Engine, which engine or auxiliary power unit shall have a value and utility at least equal to, and be in as good operating condition as, the Engine or APU with respect to which such Event of Loss shall have occurred, assuming such Engine or APU was of the value and utility and in the condition and repair as required by the terms hereof immediately prior to the occurrence of such Event of Loss. Such replacement engine or auxiliary power unit shall be deemed an “Engine” or “APU”, as appropriate and as defined herein for all purposes hereunder. Lessee agrees promptly to notify Lessor of any such substitution, provide Lessor with an officer’s certificate confirming compliance with this Clause 10.2 and to take such action and execute such documents, including a warranty bill of sale, as Lessor may reasonably request in order that title to any such replacement Engine or APU shall be duly and properly vested in Owner, and to ensure that such replacement Engine or APU is covered by any Mortgage and that the rights of the Mortgagee in respect of such replacement Engine or APU are duly and properly perfected and protected, and that any such replacement Engine or APU shall be duly and properly leased hereunder to the same extent as any Engine or APU replaced thereby. Lessor shall take such action, or shall cause such action to be taken, and shall execute, or shall cause to be executed, such documents as are reasonably necessary to transfer to Lessee, free and clear of Lessor Liens but subject to the rights of the insurers, all Owner’s right, title and interest, “as is, where is”, without recourse or warranty, express or implied in or to the Engine or APU replaced pursuant to the preceding sentence to Lessee or its designee. At the same time as title to the new Engine or APU is vested in Owner, the Maintenance Payment Balance attributable to such new Engine or APU shall be adjusted (upwards or downwards) to reflect the status of such new Engine or APU. Any upwards adjustment will be paid by Lessee to Lessor within ten (10) Business Days of receipt of Lessor’s invoice. Following any such downward adjustment, provided no Default or Event of Default has occurred which is continuing, Lessor will grant Lessee a credit against future Maintenance Payment Amounts due from Lessee in an amount equal to the amount of such adjustment.

Payments received by Lessor or Lessee from any Government Entity with respect to an Event of Loss resulting from the condemnation, confiscation or seizure of, or requisition of title to or use of the Aircraft, the Airframe or any of the Engines, shall, as between Lessor and Lessee, be retained by Lessor, if received by Lessor, or promptly paid over to Lessor, if received by Lessee and shall be applied in satisfaction of Lessee’s payment obligations under the Relevant Documents (including, without limitation, under Clause 10.1). If all amounts payable by Lessee to Lessor, any Indemnitee and/or any Tax Indemnitee pursuant to Clause 10.1 have been received by the relevant person in full, Lessor shall promptly remit to Lessee any payments described at the beginning of this Clause 10.3 exceeding such amounts payable to Lessor, any Indemnitee and/or any Tax Indemnitee pursuant to Clause 10.1. Payments received by Lessor or Lessee from any Government Entity with respect to a requisition of use not constituting an Event of Loss during the Term of the Aircraft, the Airframe or any of the Engines shall be paid to (or retained by) Lessee, and Lessee’s obligation to make all payments of Rent shall continue undiminished. Payments received by Lessor or Lessee with respect to periods after the end of the Term shall be paid to (or retained by) Lessor; provided, however, that if an Event of Loss has occurred with respect to the Aircraft and Lessor has received all amounts payable by Lessee under Clause 10.1, all such payments shall be retained by Lessee.

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Lessor’s current requirements for the Insurances are as specified in this Clause 11 and in Schedule 5. Lessor may from time to time following consultation with Lessee upon the occurrence of a material change in aviation insurance practice affecting airline carriers operating aircraft similar to the Aircraft on routes similar to those of Lessee stipulate other reasonable requirements for the Insurances so that the scope and level of cover is maintained in line with best industry practice, as applied to airline carriers operating aircraft similar to the Aircraft on routes similar to those of Lessee, and so that the interests of Lessor and the other Indemnitees are protected.

If at any time following a material change in the financial condition of any insurer or reinsurer Lessor, acting reasonably, wishes to revoke its approval of such insurer or reinsurer, Lessor and/or its insurance adviser will consult with Lessee and the Broker as to whether that approval should be revoked to protect the interests of the parties insured. If, following that consultation, Lessor reasonably considers that any change should be made, Lessee will promptly arrange or procure the arrangement of alternative cover satisfactory to Lessor, acting reasonably and in accordance with insurance industry practice, as applied to airline carriers operating aircraft similar to the Aircraft on routes similar to those of Lessee.

Lessee will:

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If Lessee fails to maintain the Insurances in compliance with this Lease, Lessor may, but is not obliged to (without prior prejudice to any other rights of Lessor under this Lease):

Lessee will not settle any claims arising under any of the physical loss or damage Insurances in excess of the Claims Limit or an equivalent amount in another currency without the prior written consent of Lessor, that consent not to be unreasonably withheld or delayed.

provided always that (for the avoidance of doubt) (i) if an Event of Loss occurs with respect to the Aircraft or any part thereof, the Losses, or (ii) if any Default or Event of Default has occurred and is continuing, all Losses, in each case arising in connection with the applicable damage to the Aircraft or part thereof will be adjusted with Lessor and all loss proceeds of insurance payable in connection therewith will be paid to Lessor or as Lessor may direct (save that upon the cure of any Default or Event of Default referred to in paragraph (ii) of this proviso, paragraph (ii) of this proviso shall no longer apply with respect to such Default or Event of Default).

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Lessee acknowledges that each of Lessor, Owner and each Financier has an insurable interest in the Aircraft. Lessor, Owner and each Financier shall have the right to obtain at its own expense insurance or contingent insurance in its own name with respect to such insurable interest. Lessee will render to Lessor, Owner and each Financier reasonable assistance as from time to time requested by Lessor, Owner or any Financier, as the case may be, in order that Lessor, Owner and each Financier may adequately protect such insurable interest. No insurance so obtained by Lessor, Owner or any Financier shall prejudice the insurance maintained by Lessee pursuant to this Lease or the right of Lessee, the Additional Insureds or any loss payee’s rights of recovery thereunder.

Lessee shall indemnify each Indemnitee and hold each Indemnitee harmless from any and all Losses which may result from or arise out of (a) the condition, use or operation during the Term of the Aircraft or any part thereof either in the air or on the ground, (b) any maintenance, service, repair, overhaul, possession, delivery, performance management, registration, control, return or testing of the Aircraft or any part thereof during the Term, whether or not the Aircraft or any part thereof is at the time in the possession of Lessee, (c) any infringement or alleged infringement of any patent or other intellectual property rights as a result of any article, design or material in the Aircraft, (d) any redelivery flight, demonstration flight or inspection of the Aircraft during the Term, or (e) Lessee’s failure to take delivery of or to return the Aircraft; provided, however, that Lessee shall not be required to indemnify any Indemnitee for any Loss, (i) to the extent that such Loss is caused by acts or events which occur (X) prior to the Delivery Date or (Y) after expiration or earlier termination of the leasing of the Aircraft hereunder and return of the Aircraft to Lessor in accordance with Clause 14, unless attributable to acts, omissions, circumstances or events occurring prior thereto, (ii) which is a Tax or a loss of Tax benefit (it being understood that Clause 9 provides for Lessee’s liability with respect to Taxes), or (iii) to the extent that such Loss results from the gross negligence or wilful misconduct of such Indemnitee. Upon payment in full to any Indemnitee of any indemnities contained in this Clause 12 by Lessee, Lessee, to the extent permissible under applicable law, and provided no Default or Event of Default has occurred which is continuing, shall be subrogated to all rights and remedies which such Indemnitee has or may have against any Manufacturer, Supplier or other person.

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Lessee hereby waives and releases any claim now or hereafter existing against any Indemnitee on account of any and all claims, demands, suits, causes of action and all legal proceedings, whether civil or criminal, damages, losses, liabilities (including, but not limited to, strict liability in tort), obligations, penalties, judgments or fines and other sanctions, and any costs and expenses in connection therewith, including reasonable legal fees and expenses of whatever kind and nature, which may result from or arise out of injury to or death of personnel of Lessee or its agents or contractors or loss or damage to property of Lessee or the loss of use of any property which may result from or arise out of (a) the condition, use or operation during the Term of the Aircraft or any part thereof, either in the air or on the ground, (b) any maintenance, service, repair, overhaul, possession, delivery, performance management, registration, control, return or testing of the Aircraft or any part thereof during the Term, whether or not the Aircraft or any part thereof is at the time in the possession of Lessee, or (c) any acceptance flight, demonstration flight or inspection of the Aircraft prior to the commencement of the Term.

An Indemnitee shall promptly after obtaining actual knowledge thereof notify Lessee of any Loss as to which indemnification is sought pursuant to Clause 12.1; provided that a failure to so notify will not diminish or relieve Lessee of any obligations thereunder except (other than in the case of any Loss suffered by a Financier or its shareholders, affiliates, directors, officers, agents, employees, successors and permitted assigns and transferees) to the extent Lessee’s successful defense of any such claimed Loss is precluded thereby. Without prejudice to the obligation of Lessee to indemnify pursuant to Clause 12.1, Lessee shall have the right to investigate and, in its discretion, to defend or compromise (other than with respect to a compromise of a non-monetary Loss, the compromise of which may adversely affect the Indemnitee), any Loss for which indemnification is sought under Clause 12.1, and each Indemnitee shall cooperate at Lessee’s cost with all reasonable requests of Lessee in connection therewith; provided that such proceedings do not involve any risk of loss or forfeiture of title to the Aircraft (unless Lessee shall have posted a bond or other security satisfactory to Lessor in all respects) or any risk of any civil or criminal penalty being assessed against any Indemnitee. Where Lessee or its insurers undertake the defence of an Indemnitee with respect to a Loss, no additional legal fees or expenses of such Indemnitee in connection with such defence of such Loss shall be indemnified hereunder unless such fees or expenses were incurred at the request of Lessee or such insurers; provided, that if in the written opinion of counsel to such Indemnitee a conflict of interest exists or reasonably likely to arise and, as a result, it is advisable for such Indemnitee to be represented by separate counsel, the reasonable fees and expenses of such separate counsel shall be borne by Lessee. Subject to the requirements of any policy of insurance, any Indemnitee may participate at its own expense (or at the expense of Lessee in the event of a conflict of interest as described in the immediately preceding sentence) in any judicial proceeding controlled by Lessee pursuant to the preceding provisions, and such participation shall not constitute a waiver of the indemnification provided in Clause 12.1. Nothing in Clause 12 shall be deemed to require an Indemnitee to contest any Loss or to assume responsibility for or control of any judicial proceeding with respect thereto.

If an Indemnitee shall obtain a repayment of any Indemnified Amount paid by Lessee, such Indemnitee shall, so long as there exists no Default or Event of Default (or promptly following cure thereof), promptly pay to Lessee the amount of such repayment, together with the amount of any interest received by such Indemnitee on account of such repayment.

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Subject to the provisions of Clause 12.3, Lessee shall pay directly to the relevant Indemnitee all amounts due under this Clause 12 upon the earlier of (i) the date any such amount is stated to be due by and (ii) 60 days of the receipt of notice that such payment is due.

Lessee shall not, directly or indirectly, create, incur, assume or suffer to exist any Lien on or with respect to the Aircraft or any part thereof or any interest therein, except Permitted Liens. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to the Aircraft or any part thereof. Lessee acknowledges, and agrees to acknowledge before any judicial or administrative authority as may be necessary the right of ownership of Lessor and/or Owner in respect of the Aircraft, and that the relationship between Lessor and Lessee is strictly of a commercial nature and limited to the transactions contemplated by this Lease, and that Lessee does not otherwise have any right, title or interest in or to the Aircraft and the Aircraft does not constitute any part of its assets.

This Clause 14 shall not limit any rights or remedies under Clause 16. Upon the expiration or earlier termination of this Lease, Lessee shall return the Aircraft to Lessor at the Redelivery Location in the condition and in all respects in accordance with the provisions of Part B of Schedule 6, free and clear of all Liens (other than Lessor Liens). All references in this Lease or elsewhere to this Clause 14 shall be deemed to refer also to Part B of Schedule 6. Following return of the Aircraft, Lessee shall, if Lessor shall so request (a) if upon return the Aircraft was registered with the DGAC, procure the de-registration of the Aircraft from the Aeronautics Authority, (b) if upon return the Aircraft was registered with the FAA, de-register this Lease from the register maintained by the FAA, and (c) remove the Aircraft from its operating certificate.

Each of the following events shall constitute an Event of Default and shall be a material breach which Lessor is entitled to treat as a repudiation of this Lease by Lessee:

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15.1.9

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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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together with interest thereon at the Incentive Rate from and including the date that Lessor incurred such Losses until, but not including, the date of their recovery by Lessor;

together with interest thereon at the Incentive Rate from and including the date that Lessor incurred such Losses until, but not including, the date of their recovery by Lessor.

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agreement in respect of the Lease as may be required for deregistration purposes, (d) to demonstrate the consent of Lessee to deregister the Aircraft, and (e) to export the Aircraft from the Habitual Base and the State of Registration (including, if required, a valid and subsisting export permit and certificate of airworthiness for the Aircraft) or anything otherwise required in relation to the deregistration of the Aircraft with the Aeronautics Authority. In addition Lessee will take any other steps reasonably necessary to enable the Aircraft to be redelivered to Lessor in accordance with this Lease, including but not limited to discharge of any International Interests if action by Lessee is required for such discharge.

The rights of Lessor under this Lease are cumulative, may be exercised as often as Lessor considers appropriate and are in addition to its rights under any applicable law. The rights of Lessor against Lessee or in relation to the Aircraft shall not, as against or in favour of Lessee, be capable of being waived or varied otherwise than by an express waiver or variation in writing; and in particular any failure to exercise or any delay in exercising any of such rights shall not operate as a waiver or variation of that or any such other right; any defective or partial exercise of any of such rights shall not preclude any other or further exercise of that or any other such right; and no act or course of conduct or negotiation on its part or on its behalf shall in any way preclude it from exercising any such other right or constitute a suspension or any variation of any such right.

Lessee shall do all such acts and execute all such agreements, instruments and other documents as are necessary in order to give effect to the rights and remedies of Lessor. Lessee hereby undertakes that, in the event Lessor exercises its rights and remedies under Clause 16.1.1(b), Lessee shall take all such actions as are required in order to effect the return of the Aircraft and/or allow Lessor to take possession of the Aircraft and shall refrain from taking action that may in any way hinder, restrain or interfere with Lessor in so doing. Lessee expressly consents to the enforcement of the preceding undertakings, by injunctive or other similar relief, in ex parte proceedings or otherwise, in respect of Lessee or any of its employees or agents, in any court with jurisdiction.

Lessor may, at any time during the continuance of an Event of Default, set-off from any sum payable by it to Lessee under any of the Relevant Documents any sum due and unpaid by Lessee to Lessor under or in relation to any of the Relevant Documents or any other document or agreement entered into pursuant to or in connection with any of the Relevant Documents. Notwithstanding the foregoing, Lessor shall have no obligation to make any payment to Lessee during the continuance of an Event of Default, provided, however, that any such payment shall be made promptly following cure of any such Event of Default.

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Each notice, request, direction or other communication under this Lease shall:

to Lessor:

MASL Ireland (22) Limited

Level One, South Bank House

Barrow Street

Dublin 4

Ireland

Attention: Contracts Management Group

Tel: +353 1 238 3200Fax: +353 1 238 3299

With a copy in all cases to:

Macquarie Aircraft Leasing Services (Ireland) Limited

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Level One, South Bank House

Barrow Street

Dublin 4, Ireland

Attn: Contracts Management Group

Tel: +353 1 238 3200

Fax: +353 1 238 3299

and an additional copy in all cases to:

Macquarie Aircraft Leasing Services (US) Inc.

Two Embarcadero Center, Suite 200

San Francisco, CA 94111

USA

Attn: Contracts Management Group

Tel: +1 415-829-6600

Fax: +1 415 829-6699

to Lessee:

Concesionaria Vuela Compañía de Aviación, S.A.P.I. de C.V.

Av. Prolongación Paseo de la Reforma 490, Piso 1

Colonia Santa Fe Peña Blanca

Mexico, D.F.,

MEXICO

Attn: Director Jurídico

Fax: +52 (55) 5211 9613

or to such other address or facsimile number as is notified from time to time by one party hereto to the other party hereto.

All communications, notices and documents must be in English.

If Lessee fails to perform any of its obligations hereunder, Lessor may discharge such obligation and shall notify Lessee of the same, and the amount of the expenses of Lessor incurred in connection with such discharge together with interest thereon at the Incentive Rate shall be deemed Supplemental Payments, payable by Lessee upon demand.

This Lease shall be executed in at least four counterparts, each of which will be an original, but all of which will constitute but one and the same instrument. To the extent that this Lease constitutes chattel paper under the Uniform Commercial Code in effect in any applicable jurisdiction, no security interest in this document may be created through the transfer of possession of any counterpart other than the “Original” counterpart as indicated by a receipt therefor executed by Lessor.

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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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- 44 -

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The obligations of each party payable under this Lease in one currency (the “first currency”) may be discharged by an amount paid pursuant to any order or judgment of any court or other tribunal in another currency (a “second currency”), but only to the extent that the amount so paid in a second currency on prompt conversion to the first currency under normal banking procedures yields the amount of the first currency due hereunder, and each party shall indemnify the other party and any other person entitled to payments hereunder against any such shortfall and the cost of such conversion. In the event that any payment in a second currency by either party to any such person or entity, whether pursuant to a judgment or otherwise, upon conversion and transfer to the designated place of payment therefore does not result in payment of such amount of the first currency, such person or entity shall have a separate cause of action against such party for the additional amount necessary to yield the amount due and owing to such person.

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The representations, warranties, covenants, agreements and indemnities of Lessee and Lessor set forth in this Lease, and their respective obligations hereunder, shall survive the expiration or other termination of this Lease to the extent required for full performance and satisfaction thereof.

Each party hereto shall, at its respective expense, promptly and duly execute and deliver to the other party such further documents and promptly take such further action not inconsistent with the terms hereof as the other party may from time to time reasonably request in order to more effectively carry out the intent and purpose of this Lease or to perfect and protect the rights and, with respect to Lessor, remedies created or intended to be created hereunder.

This Lease shall be binding on and shall inure to the benefit of Lessee and its successors and Lessor and its successors and permitted assigns.

Unless and until Lessee has received prior written notice from Lessor to the contrary, Lessee shall be entitled to rely on notices given or actions taken by the Servicer on behalf of Lessor as if Lessor had given such notices or taken such actions directly.

While the Relevant Documents may be translated into other languages, in the event of any conflict between the English language version and a version in another language, the English language version shall govern in all respects.

Lessee acknowledges and agrees that punctual payment of all amounts payable by Lessee under each of the Relevant Documents (whether such amount relates to Rent or other amounts payable) and timely performance by Lessee of each of its obligations under each of the Relevant Documents shall, subject to applicable grace periods, be of the essence and shall be conditions of this Lease.

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To the extent of any inconsistency between any provision of this Lease which relates to the Cape Town Convention and any other provision of this Lease, the provision of this Lease which relates to the Cape Town Convention shall prevail, except where the provision of this Lease grants Lessor greater rights or imposes fewer restrictions than the conflicting provision relating to the Cape Town Convention, in which case, limited to the extent of such conflict, the applicable provision of this Lease shall prevail.

Separate rights attach to the Airframe and the Engines hereunder for the purposes of the Cape Town Convention.

The parties acknowledge and agree that they intend that this Lease creates an international interest in the Airframe and the Engines in accordance with Article 2 of the Convention.

For the purposes of Article 20(1) of the Convention, Lessee hereby consents (i) to any registrations to be effected by Lessor pursuant to this Lease if title to a replacement Engine is to be conveyed to Lessor pursuant to Clause 10.2 and to the registration on the International Registry of the international interest in the Engine replaced by such replacement Engine constituted by the relevant contract of sale to Lessee of such replaced Engine contemplated by Clause 10.2. Lessee shall promptly upon Lessor’s written request advise the International Registry of such consents in such form as Lessor may reasonably require.

Lessor may at any time following the expiration or earlier termination of the leasing of the Aircraft hereunder discharge or procure the discharge of any registration at the International Registry of the international interests constituted by this Lease in relation to the Aircraft or the Engines. If Lessor transfers to Lessee pursuant to Clause 10.2 its right, title and interest in and to any Engine Lessor will, promptly following such transfer, discharge or procure the discharge of any registration at the International Registry of the international interest constituted by this Lease in relation to such Engine.

Each of Lessee and Lessor acknowledges that the terms and conditions of this Lease and the other Relevant Documents and the commercial and financial arrangements evidenced hereby and thereby are considered by the other party as confidential information. Accordingly, each of Lessee and Lessor agrees that it will treat that information as confidential and will not without the prior written consent of the other party disclose or, in the case of Lessor, permit Owner Participant or any Financier to disclose that information to any person except to its professional advisers, as may be required by any applicable law; or in the case of disclosure by Lessor, to the Owner, any Servicer, any affiliate of Lessor or

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to any Financiers or investors in or purchasers of, or prospective Financiers or investors in or purchasers of, the Aircraft; provided, however, in connection with any such disclosure, Lessee or Lessor, as applicable, will obtain, confidential treatment of that information by any such affiliate, Financier, prospective Financier, investor, prospective investor, purchaser or prospective purchaser.

[signature page follows]

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IN WITNESS WHEREOF, Lessor and Lessee have each caused this Lease to be duly executed by their authorized officers on the date first above written.

MASL IRELAND (22) LIMITED,

as Lessor

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

as Lessee

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Schedule 1

Definitions and Construction

Unless the context requires otherwise, the following terms have the following meanings for all purposes of the Lease and such meanings shall be equally applicable to both the singular and the plural forms of the terms defined:

“Additional Insureds” means Owner, Beneficiary, Lessor, Servicer, any Financier, any Mortgagee and their respective officers, directors, shareholders, servants, agents and employees and the successors and assigns of each of the foregoing.

“Aeronautics Authority” means, as the context requires, the airworthiness authority in the State of Registration, or any person, governmental department, bureau, commission or agency succeeding to the functions of the foregoing and, if different, the civil aviation authority of the State of Registration.

“Airbus” means Airbus S.A.S., legal successor of Airbus S.N.C. formerly Airbus G.I.E. and Airbus Industrie G.I.E.

“Aircraft” means (i) the Airframe, together with, as the context requires, (ii) the Engines whether or not installed thereon, (iii) the APU whether or not installed thereon, (iv) all Parts whether or not installed thereon, and (v) the Aircraft Records.

“Aircraft Protocol” means the Protocol to the Convention on Matters Specific to Aircraft Equipment opened for signature on 16 November 2001 at Cape Town, South Africa.

“Aircraft Records” means (i) the “Aircraft Records” as defined in the Certificate of Acceptance and (ii) all records, logs and other materials referred to in Clause 6.6.2.

“Airframe” means that certain Airbus A320-200 airframe bearing manufacturer’s serial number 2204 more particularly described in the Certificate of Acceptance (except for any engines or Engines installed thereon), and (except as otherwise provided in Clause 8.3) any and all Parts incorporated or installed therein or attached thereto or removed therefrom, so long as title thereto remains vested in Owner in accordance with the terms of Clause 8.

“Airworthiness Directive” or “AD” means any airworthiness directive or other mandatory comparable regulation issued by the aeronautics authority of the country of manufacture or the Aeronautics Authority and applicable to aircraft, engines and parts of the same type as the Aircraft, the Engines and the Parts.

“Alert Service Bulletin” whether or not capitalized, means a service bulletin identified as an “alert” by the Manufacturer or any mandatory Service Bulletin of any other Supplier.

“Anticipated Delivery Date” is specified in Schedule 12. The Anticipated Delivery Date is an estimate only and may be changed by notice from Lessor to Lessee, without prejudice to Clause 2.1.

“APU” means (a) the auxiliary power unit installed on the Aircraft and described in the Certificate of Acceptance, (b) any auxiliary power unit which may from time to time be substituted or be a replacement for such auxiliary power unit pursuant to Clause 10.2; (c) any replacement auxiliary power unit installed on the Aircraft with Lessor’s prior written consent pursuant to Clause 8.3; or (d) any replacement auxiliary power unit which is redelivered with the Aircraft pursuant to paragraph 3.2.2(i) of Part B of Schedule 6, in each case title to which is vested in Owner.

“APU Hour” means, in relation to the APU, each hour or part of an hour during which the APU is operated.

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“APU Heavy Repair” means disassembly and rework of the power section, load impeller and gearbox modules of the APU according to the APU manufacturer’s then current medium or heavy repair criteria in order to restore maximum service release life for all APU modules in accordance with industry norms.

“APU Maintenance” means a complete load compressor and turbine disassembly of the APU where exposed detail parts are inspected in accordance with the APU’s Inspection Repair Manual Requirements (provided always that APU Maintenance shall be deemed to have been accomplished on the APU if the APU manufacturer shall deem the APU (a) to have been freshly “Overhauled” or fresh from “Heavy Repair” or (b) to be in “Zero-Time” condition).

“APU Payment Rate” means the amount designated as such in paragraph 3.5 of Schedule 15 (as the same may be increased from time to time pursuant to paragraph 4.2.1 of Schedule 3).

“Authorised Maintenance Performer” means (i) Lessee (for so long as Lessee is approved as a maintenance provider by EASA under EASA Annex II - Part 145 or by the FAA under FAR Part 145), (ii) the Engine Manufacturer or IHI Corporation (with respect to the Engines), (iii) Aeromantenimiento S.A. (Aeroman) or any successor organization (with respect to the Airframe) or (iv) such other maintenance provider or providers selected by Lessee and approved by EASA under EASA Annex II - Part 145 or by the FAA under FAR Part 145.

“ASA” means Aeropuertos y Servicios Auxiliares, a Government Entity in charge of the supply of aircraft fuel and airport services at various airports in Mexico.

“Basic Rent” means the monthly rent payable pursuant to Clause 4.1.

“Basic Rent Payment Date” means:

“Basic Rent Period” means a period from and including one Basic Rent Payment Date (or, in the case of the first Basic Rent Period, from and including the Delivery Date) to and including the day immediately preceding the next succeeding Basic Rent Payment Date thereafter (or, in the case of the final Basic Rent Period, to and including the Expiry Date).

“Beneficiary” means Macquarie Aircraft Leasing Limited, a company incorporated under the laws of Ireland, with its registered office at Level 1, South Bank House, Barrow Street, Dublin 4, Ireland.

“Broker” means AON or such other insurance broker in relation to the Insurances selected by Lessee and reasonably satisfactory to Lessor from time to time.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banking institutions in the cities of New York, London, Dublin and Mexico City are authorised by law to be closed.

“Cape Town Convention” means, together, the Convention and the Aircraft Protocol.

“C Check” means (a) all inspections of the Aircraft (and all resulting repairs, if any) that, in accordance with the MPD, are recommended to be performed at an interval equal to the C Check Interval, and (b) such additional tasks (and all resulting repairs, if any) that, in accordance with the MPD, have less than a C Check Interval remaining before the date on

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which it is recommended they be accomplished (provided always that a C Check shall only be deemed to have been accomplished with respect to the Aircraft if (i) the Aircraft is cleared for operation for a C Check Interval once all inspections, tasks and repairs have been performed, and (ii) (if the Current Revision has been superseded) the inspections, tasks and repairs to be performed in connection therewith are at least as extensive as those that would have been recommended for such C Check in accordance with the Current Revision).

“C Check Interval” means (a) prior to any revision of the MPD subsequent to the Current Revision and with respect to any task carrying (i) a Flight Hour interval or limit, 6,000 Flight Hours, (ii) a Cycle interval or limit, 4,500 Cycles, and (iii) a calendar interval or limit, 20 months, and (b) following each revision of the MPD subsequent to the Current Revision (i) such Flight Hour, Cycle and calendar intervals or limits (as appropriate) as Lessor and Lessee agree (each acting reasonably) represent best industry practice relating to the delivery and redelivery of aircraft to commercial airlines under operating lease, or (ii) if Lessor and Lessee cannot agree such intervals or limits in a timely manner from time to time, such Flight Hour, Cycle and calendar intervals or limits (as appropriate) as Lessor may designate from time to time (acting reasonably in light of such best industry practice).

“Certificate of Acceptance” means an acceptance certificate in the form of Schedule 4 to be executed by Lessee and Lessor on the Delivery Date to evidence the delivery and acceptance of the Aircraft.

“Claims Limit” is specified in Schedule 12.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Consolidated Text” means the combination of the Convention and the Aircraft Protocol that was authorized and created pursuant to Resolution No. 1 adopted by the Cape Town Diplomatic Conference.

“Contracting State” is defined in the Convention.

“Convention” means the Convention on International Interests in Mobile Equipment and the Protocol thereto on Matters Specific to Aircraft Equipment opened for signature on 16 November 2001 at Cape Town, South Africa.

“Current Revision” means revision 34 of the MPD.

“Cycle” means each combination of the take-off and landing of the Airframe, or in the case of an Engine or any Part, the airframe on which such Engine or Part is then installed.

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

“Delivery Date” means the date on which Lessee is obligated to accept delivery of the Aircraft pursuant to Clause 2 and is the date set forth in the Certificate of Acceptance.

“Delivery Location” is specified in Schedule 12.

“Deregistration Power of Attorney” means a power of attorney issued, or as the context may require, to be issued by Lessee substantially in the form set forth in Schedule 10.

“DGAC” means the Dirección General de Aeronáutica Civil of Mexico.

“Discount Rate” means a rate of interest equal to six per cent (6%) per annum.

“Dollars” and “$” means, whether capitalised or not, the lawful currency of the United States of America.

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“EASA” means the European Aviation Safety Agency (as successor to the EASA) or any person, governmental department, bureau, commission or agency succeeding to the functions of the foregoing.

“Engine” means: (a) each of the two IAE V2527-A5 turbofan engines more particularly described in the Certificate of Acceptance, whether or not from time to time installed on the Airframe (provided always that, with effect from completion of the Post Delivery Modification referred to in paragraph 1 of Schedule 9, the reference to “IAE V2527-A5 turbofan engines” in this paragraph (c) shall be deemed amended to read “IAE V2527E-A5 turbofan engines”); (b) any engine which may from time to time be substituted or be a replacement for any such engine pursuant to Clause 10.2; and (c) except as otherwise provided in Clause 8.3, any and all Parts incorporated or installed in or attached thereto or removed therefrom, so long as title thereto shall remain vested in Owner in accordance with the terms of Clause 8.

“Engine Agreed Value” is specified in Schedule 12.

“Engine Hour” means, in relation to any Engine, the period measured by reference to each hour or part of an hour elapsing from the moment the wheels of any airframe on which such Engine is installed leave the ground on take off until the wheels of such airframe next touch the ground on landing.

“Engine Payment Rate” means, with respect to an Engine and a month, the amount determined for such Engine and month pursuant to paragraph 3.2 of Schedule 15.

“Event of Default” is, subject to the provisions of the Lease, defined in Clause 15.

“Event of Loss” means, with respect to the Aircraft, the Airframe, any Engine or the APU, any of the following: (a) the destruction, damage beyond repair or rendition of the same permanently unfit for normal use for any reason whatsoever; (b) any damage to the same which results in an insurance settlement with respect to the same on the basis of a constructive, agreed or actual Event of Loss; (c) the condemnation, confiscation, requisition of title, sequestration, forfeiture or other loss of title to the same; (d) the confiscation, seizure, attachment, detention or sequestration thereof which deprives Lessee of the use or possession of the Aircraft, or requisition of use of the Aircraft, for any reason for a period in excess of 60 consecutive days or, if shorter, beyond the last day of the Term; or (f) requisition of title or other compulsory acquisition, confiscation, seizure, forfeiture, attachment, detention or other similar event, as may occur within any labour proceedings, including such cases where Lessee is appointed as depositary. An Event of Loss with respect to an Aircraft shall be deemed to have occurred if an Event of Loss occurs with respect to the Airframe.

“Event of Loss Payment Date” has the meaning ascribed to such term in Clause 10.1.

“Event of Loss Proceeds” means the proceeds of any Insurances (other than amounts payable as a consequence of a claim under the liability insurances) or any compensation or similar payment, arising in respect of an Event of Loss in respect of the Aircraft.

“Excluded Taxes” has the meaning ascribed to such term in Clause 9.1.

“Expiry Date” is specified in Schedule 12.

“FAA” means, as context requires, the United States Federal Aviation Administration and/or the Administrator of the United States Federal Aviation Administration, or any person, governmental department, bureau, commission or agency succeeding to the functions of either of the foregoing.

“FAR” means the Federal Aviation Regulations contained in Title 14 of the Code of Federal Regulations.

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“FATCA” shall mean Sections 1471 through 1474 of the Code and any regulations or official interpretations thereof.

“Financiers” means together Owner, any Mortgagee and each of the persons designated from time to time by Lessor by notice in writing to Lessee as being a person directly or indirectly providing or participating in financial support to Owner or Lessor in relation to the Aircraft and any owner or intermediary person by, to whom or from whom the Aircraft is or is to be transferred, sold, leased or sub-leased in connection with the provision of such financial support.

“Financing Documents” means each of the agreements, deeds, instruments or other documents entered into by Lessor and/or any Financier in connection with the financing of the Aircraft (but excluding the Relevant Documents).

“Flight Hour” means each hour or portion thereof during each period commencing with the lift off from the runway of the wheels of the Airframe or an airframe to which an Engine is installed and concluding when the wheels of the Airframe or such other airframe touch down upon landing.

“GAAP” means the generally accepted accounting principles (or financial information norms) imposed on companies such as Lessee in Mexico.

“Government” means the government of the State of Registration or any instrumentality or agency thereof (provided the credit of such instrumentality or agency is backed by the full faith and credit of the State of Registration).

“Government Entity” means and includes (i) any state or territory or political sub-division of either thereof; (ii) any governmental authority, board, commission, department, division, organ, instrument, court, tribunal or agency of any of the persons specified in (i) above, however constituted and (iii) any association, organisation or institution of which any of the above persons is a member or to whose jurisdiction any thereof is subject or in whose activities any such person is a participant.

“Habitual Base” of the Aircraft shall be Aeropuerto International de Toluca, Estado de Mexico, Mexico.

“Hereby”, “herein”, “hereof”, “hereunder”, and other like words shall refer to the Lease as originally executed or as amended, modified or supplemented pursuant to the applicable provisions hereof, including, without limitation, as supplemented by the Certificate of Acceptance.

“Home Jurisdiction” is specified in Schedule 12.

“IDERA” means an irrevocable, deregistration and export request authorization addressed by Lessee to the FAA, substantially in the form attached hereto as Schedule 17.

“IFRS” means International Financial Reporting Standards or the equivalent as developed by the International Accounting Standards Board (or any successor body) from time to time.

“Incentive Rate” means a rate of interest equal to LIBOR in respect of such periods as Lessor shall select from time to time, plus the Margin, but in no event greater than the maximum rate permitted by applicable law.

“Indebtedness” of any person means, on any date, all indebtedness of such person as of such date, and shall include the following: (i) all indebtedness of such person for monies borrowed or raised; (ii) all obligations of such person evidenced by bonds, debentures, notes or other similar instruments; (iii) all obligations of such person to pay the deferred purchase price of property or services (other than trade liabilities due within 30 days); (iv) all obligations of such person under capital (finance) leases; (v) all indebtedness secured by

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a Lien on any asset of such person, whether or not such person has assumed or is otherwise liable for such indebtedness; (vi) all indebtedness of others guaranteed in any manner, directly or indirectly, by such person (or in effect guaranteed indirectly, by such person through an agreement intended to have the effect of indebtedness or to assure the holder of indebtedness of such obligor against loss, whether through an obligation of such person to purchase property or services or to maintain such obligor’s financial condition or otherwise); (vii) all reimbursement obligations of such person in respect of letters of credit, foreign currency sale agreements and bankers’ acceptances, except such as are obtained by such person to secure performance of obligations (other than for monies borrowed or raised or similar obligations) incurred in the ordinary course of such person’s business; and (viii) all obligations of such person under interest rate, currency, commodity or other swap or hedging transactions, marked to market as if termination had occurred.

“Indemnitee” means together Lessor, Beneficiary, Owner, each Financier and the Servicer and their respective shareholders, affiliates, directors, officers, agents, employees, successors and permitted assigns and transferees.

“Insurances” means any and all contracts and policies of insurance required to be effected and maintained by Lessee under the Lease.

“Insured Value” with respect to the Aircraft means the amount specified in Schedule 12.

“Insurers” means the insurers under the Insurances.

“International Registry” means the registry established pursuant to the Cape Town Convention.

“JAA” means the European Joint Aviation Authorities.

“Landing Gear” means the nose gear and both left hand and right hand main gear assemblies excluding the wheels, tyres and brakes.

“Landing Gear Overhaul” means any overhaul/restoration to zero time of the Landing Gear assembly in accordance with the manufacturer’s component manual at shop and does not include any replacement, repair or overhaul of any rotable components, any cleaning or replacement of seals, any repair of brakes, wheels or tyres, brake rods, struts or braces, in each case, that occurs any more frequently than a full overhaul.

“Landing Gear Payment Rate” means the amount designated as such in paragraph 3.4 of Schedule 15 (as the same may be increased from time to time pursuant to paragraph 4.2.1 of Schedule 3).

“Latest Delivery Date” is specified in Schedule 12.

“Law of Insolvency Proceedings” means the Ley de Concursos Mercantiles dated 12 May 2000.

“Lease” means this Aircraft Lease Agreement, as the same may be amended or supplemented from time to time, and, where appropriate, the Certificate of Acceptance.

“Lessee” is defined in the initial paragraph of the Lease and shall include its successors and permitted assigns.

“Lessee’s Process Agent” is specified in Schedule 12.

“Lessor” is defined in the initial paragraph of the Lease and shall include its successors and assigns and transferees.

“Lessor Lien” means any Lien with respect to the Aircraft or any part thereof which results from (a) non-payment by Lessor or Owner of any Taxes imposed on Lessor, Servicer, Owner, Beneficiary, any Financier or any person lawfully claiming by or through any of them (except Taxes as to which Lessee is obliged to provide indemnification

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hereunder), (b) claims against Lessor, Owner, Owner Participant, Servicer, any Financier or any person lawfully claiming by or through any of them in relation to the financing of the Aircraft, any Engine or Part or claims against any or all of them not related to the transactions described in the Lease or the leasing of the Aircraft, (c) an affirmative act, or failure to act (where action is required) of Lessor or Owner not related to the transactions contemplated by the Lease or (d) any Mortgage.

“Lessor’s Bank Account” is specified in Schedule 12.

“Letter of Quiet Enjoyment” means a written confirmation by each of Owner, Servicer, Beneficiary, Superior Lessor, and any collateral agent or security trustee and their respective successors and permitted assigns, in form and substance reasonably satisfactory to Lessee, confirming such person’s covenant not to interfere with Lessee’s quiet and peaceful use and enjoyment of the Aircraft in the absence of an Event of Default.

“LIBOR” means in relation to any period (a “reference period”):

“Lien” means any mortgage, pledge, lien, charge, encumbrance, lease, exercise of rights, right of detention or retention, security interest or assignment by way of security.

“LLP” means a life limited part in an Engine.

“LLP Payment Balance” means, in relation to any Engine and subject to Clause 10.2 and paragraph 5.5 of Schedule 3, the aggregate of all Maintenance Payment Amounts received by Lessor with respect to such Engine pursuant to paragraph 4.1.1 of Schedule 3 less the aggregate of all amounts paid by Lessor with respect to such Engine pursuant to paragraph 5.3 of Schedule 3.

“LLP Payment Rate” means the amount designated as such in paragraph 3.1 of Schedule 15 (as the same may be increased from time to time pursuant to paragraph 4.2.1 of Schedule 3).

“London Business Day” means a day other than a Saturday, Sunday or a day on which commercial banking institutions in the city of London are authorised by law to be closed.

“Losses” includes all losses (whether direct, indirect, special, incidental or consequential) including daños y perjuicios, suits, damages, liabilities, claims, proceedings, actions, penalties, fines, duties, fees, rates, levies, charges, demands, royalties or other sanctions of a monetary nature, insurance premiums, calls, judgments, costs and expenses (including any and all reasonable legal fees and expenses and the reasonable fees and expenses of other professional advisers), (other than (i) Taxes and (ii) any of the foregoing items arising from any breach by any party to the Relevant Documents other than Lessee).

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“Maintenance Items” has the meaning given to it in paragraph 4.1 of Schedule 3.

“Maintenance Manual” means, as the context requires, either the Aircraft Maintenance Manual issued by the Airframe Manufacturer or the Engine Manual issued by the Engine Manufacturer or other maintenance manuals issued by Suppliers relating to Parts.

“Maintenance Payment Amounts” is defined in Schedule 3.

“Maintenance Payment Balance” means, in relation to any Maintenance Item at any time and subject to Clause 10.2 and paragraphs 5.4 and 5.5 of Schedule 3, the aggregate of all Maintenance Payment Amounts received by Lessor with respect to such Maintenance Item pursuant to paragraph 4.1 of Schedule 3 at such time less the aggregate of all amounts paid by Lessor with respect to such Maintenance Item pursuant to paragraph 5.3 of Schedule 3 prior to such time.

“Maintenance Payment Year” means the period commencing on and including the Delivery Date and ending on and including the last day of the year in which the Delivery Date occurs and thereafter each period commencing on and including the first day of the next year and ending on and including the last day of such year or, in the case of the final Maintenance Payment Year, ending on and including the last day of the Term.

“Maintenance Program” means Lessee’s overhaul and maintenance program for aircraft of the same type as the Aircraft, as approved by the Aeronautics Authority and accepted by Lessor (such acceptance not to be unreasonably withheld or delayed), which shall substantially conform to the MPD and the MRB Document then in effect, and which includes (i) the inspection schedule for the Aircraft (structure, components, systems and Engines), and (ii) the list of controlled component items (Airframe and Engines).

“Mandatory Service Bulletins”, whether capitalised or not, means all Service Bulletins identified as “mandatory” by the issuing Manufacturer or Supplier.

“Manufacturer” means (a) as to the Engines, International Aero Engines and (b) as to the Airframe, Airbus.

“Margin” is specified in Schedule 12.

“Mexico” means the United Mexican States.

“Module” means any of the six modules of an Engine, namely the high pressure compressor (“HPC”), high pressure turbine (“HPT”), combustor, fan booster/low pressure compressor (“Fan Booster/LPC”), low pressure turbine (“LPT”), and gearbox.

“Mortgage” means any security interest in the Aircraft granted by Owner from time to time.

“Mortgagee” means any entity or entities to which Owner grants a security interest in the Aircraft and such entity’s or entities’ successors and assigns provided that Lessor or Owner has given Lessee notice of any such assign.

“MPD” means the Manufacturer’s approved Maintenance Planning Document for aircraft of the same type as the Aircraft which is in effect at the relevant time.

“MRB Document” means the FAA Maintenance Review Board Document for aircraft of the same type as the Aircraft which is in effect at the relevant time.

“Other Leases” shall mean any other aircraft or engine lease agreement (excluding this Lease) from time to time entered into between Lessor or Owner or any person managed by the Servicer, as lessor, and Lessee, as lessee.

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“Owner” means Wells Fargo Bank Northwest, National Association (not in its individual capacity but solely as owner trustee under a trust agreement with Beneficiary), or any permitted assignee thereof notified by Lessor to Lessee as being the owner of the Aircraft.

“Parts” means any and all appliances, parts, instruments, accessories, furnishings, seats and other equipment of whatever nature (other than complete Engines or engines), which (a) are from time to time incorporated or installed in or attached to the Airframe or an Engine, or (b) having been so installed or attached, are later removed therefrom, so long as title thereto remains vested in Owner in accordance with Clause 8.

“Performance Restoration” means, in relation to an Engine, the accomplishment of (a) a Level 3 refurbishment workscope of the combustor, nozzle guide vane and high pressure turbine sub-modules in such Engine, and (b) such additional work to the sub-modules of such Engine designed to result in an estimated target run time of at least 7,000 Cycles of on wing operation of such Engine before its next anticipated removal, in each case in accordance with the Engine Manufacturer’s then current V2500-A5 Maintenance Management Plan.

“Permitted Liens” means, in connection with the Aircraft or any part thereof, (a) this Lease and the other Relevant Documents and the rights of the parties hereunder or thereunder; (b) Liens for Taxes, assessments, other governmental charges or charges due to air traffic control authorities or airports, in each case either not yet due (but excluding any such Lien for Taxes, assessments, other governmental charges or charges payable to air traffic control authorities or airports that would have been due but for a rescheduling of the due date thereof that has not been consented to in writing by Lessor) or being contested in good faith (and for the payment of which adequate reserves in accordance with GAAP or IFRS have been provided) by appropriate proceedings so long as such proceedings do not involve any danger of the sale, forfeiture, loss or loss of use of the Aircraft, the Airframe or any Engine or any interest therein; (c) materialmen’s, mechanics’, workers’, repairers’, employees’, or other like Liens arising in the ordinary course of business for amounts the payment of which is either not yet due or is being contested in good faith (and for the payment of which adequate reserves in accordance with GAAP or IFRS have been provided) by appropriate proceedings so long as such proceedings do not involve danger of the sale, forfeiture or loss of use of the Aircraft, the Airframe or any Engine or any interest therein; (d) any other Liens with respect to which Lessee shall have provided security in form and amount reasonably acceptable to Lessor; (e) the Lien of any Mortgage or any other Lien created pursuant to the Financing Documents; and (f) Lessor Liens.

“PMA Part” means a replacement part which has not been manufactured by the original manufacturer of the Part to be replaced, but which meets the requirements of FAR 21.303.

“Post-Delivery Modifications” has the meaning given to such expression in Clause 8.6.

“Prohibited Country” means any state, country or jurisdiction which is subject from time to time to any United Nations Sanctions Order, European Union imposed sanction, US Export Controls (taking into account the possibility of obtaining applicable consents or licences), the United Kingdom Export of Goods (Control) Order 1992, the Dual-Use and Related Goods (Export Control) (Amendment) Regulations 1997 pursuant to the European Communities Act 1972 or any statutory modification or re-enactment thereof or successor or similar or corresponding legislation then in effect in the United Kingdom, France, Spain or Germany, the effect of which taking into account the possibility of obtaining applicable consents or licences, prohibits the exporting of the Aircraft to and/or the operation of the Aircraft to, from or within such state, country or jurisdiction.

“Recommended Service Bulletin” whether capitalised or not, means a Service Bulletin identified as “recommended” by the issuing Manufacturer or Supplier.

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“Redelivery Certificate” means a certificate substantially in the form of Schedule 13 to be executed by Lessee and Lessor to evidence the redelivery of the Aircraft to Lessor.

“Redelivery Location” means the facility of the Authorised Maintenance Performer performing the inspections and repairs required under Schedule 6, Part B, or such other location as may be mutually agreed in writing between Lessor and Lessee.

“Reference Banks” means the respective principal London offices of Citibank and JP Morgan Chase and/or such other banks as may from time to time be designated by Lessor.

“Reinsurances” is defined in Clause 11.1.

“Relevant Documents” means the Lease, the Certificate of Acceptance, the Deregistration Power of Attorney and all other agreements, documents or instruments which may be entered into, executed and/or delivered in connection with or pursuant to any of the foregoing.

“Relevant Work” is defined in Schedule 3.

“Rent” means Basic Rent and Supplemental Payments, collectively.

“Responsible Officer” means the Chief Executive Officer, Chief Financial Officer, Chief Legal Officer and Fleet Planning Director (or any person with an equivalent title to any of the foregoing) of Lessee.

“Security Deposit” means, as the context shall require, the cash amounts to be paid by Lessee to Lessor, or each letter of credit delivered by Lessee to Lessor from time to time, in accordance with Clause 4.4.

“Security Letter of Credit” means an irrevocable standby letter of credit issued by a Security Letter of Credit Issuer in the Security Letter of Credit Face Amount in the form and substance of Schedule 7, or such other form as may be agreed to by Lessor (acting reasonably).

“Security Letter of Credit Face Amount” is specified in paragraph 2.2 of Schedule 15.

“Security Letter of Credit Issuer” shall mean a major bank rated AA or better by Moody’s Investor Services or Standard & Poor’s based in New York, London or Frankfurt and otherwise reasonably acceptable to Lessor.

“SENEAM” means Servicios a la Navegación en el Espacio Aereo Mexicano, a Government Entity in charge of providing air navigation services to all air carriers, in Mexico.

“Service Bulletin” means a service bulletin which is issued by a Manufacturer or Supplier and is applicable to aircraft of the same type as the Aircraft or engines of the same type as the Engines or items of equipment of the same type as the Parts.

“Servicer” means (a) collectively Macquarie Aircraft Leasing Services (Ireland) Limited, Macquarie Aircraft Leasing Services (UK) Limited, Macquarie Aircraft Leasing Services (US) Inc. and Macquarie Aircraft Leasing Services (Singapore) Pte. Limited in their capacities as servicers or sub-servicers of or with respect to Lessor, or (b) such other entity or entities as Lessor may notify Lessee from time to time.

“Six Year Check” means (a) the intermediate airframe structural and zonal inspection of the Aircraft (and all resulting repairs, if any) that, in accordance with the MPD, are recommended to be performed at six year intervals, and (b) such additional tasks (and all resulting repairs, if any) that, in accordance with the MPD, have less than a C Check Interval remaining before the date on which it is recommended they be accomplished (provided always that a Six Year Check shall only be deemed to have been performed with respect to the Aircraft if (i) the Aircraft is cleared for operation for a C Check Interval once all inspections, tasks and repairs have been performed, and (ii) (in the case that the Current Revision has been superseded) the inspections, tasks and repairs to be performed in connection therewith are at least as extensive as those that would have been recommended for such Six Year Check in accordance with to the Current Revision).

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“Six Year Check Payment Rate” means the amount designated as such in paragraph 3.3.1 of Schedule 15 (as the same may be increased from time to time pursuant to paragraph 4.2.1 of Schedule 3).

“State of Registration” is specified in Schedule 12.

“Superior Lease” means that certain aircraft lease agreement of even date herewith between Owner and Lessor, and any other lease, conditional sale, instalment sale, hire purchase or other similar document entered into between Owner and Lessor in connection with the Aircraft.

“Supplemental Payments” means all amounts, liabilities and obligations (other than Basic Rent) which Lessee assumes, agrees or is obligated to pay under the Lease or any other Relevant Document.

“Supplier” means the manufacturer, vendor or supplier of any part of the Aircraft other than a Manufacturer.

“Tax” includes any present or future tax, levy, impost, duty, charge, fee, deduction or withholding of any nature and whatever called (including stamp, documentary, registration, value added tax or other like tax, duty or charge), together with any penalties, fines or interest imposed thereon, imposed, levied, collected, withheld or assessed by any person in any jurisdiction.

“Tax Indemnitee” means each of Lessor, Beneficiary, Owner, Servicer, any Mortgagee, any Financier and each person with whom any of the foregoing files a consolidated Tax return.

“Twelve Year Check” means (a) a Six Year Check, and (b) the heavy airframe structural and zonal inspection of the Aircraft (and resulting repairs, if any) that, in accordance with the MPD, are recommended to be performed at twelve year intervals (provided always that a Twelve Year Check shall only be deemed to have been performed with respect to the Aircraft if (in the case that the Current Revision has been superseded) the inspections, tasks and repairs to be performed in connection therewith are at least as extensive as those that would have been recommended for such Twelve Year Check in accordance with to the Current Revision.

“Twelve Year Check Payment Rate” means the amount designated as such in paragraph 3.3.2 of Schedule 15 (as the same may be increased from time to time pursuant to paragraph 4.2.1 of Schedule 3).

“Term” means the period for which the Aircraft is leased under the Lease pursuant to Clause 3 of the Lease. If such period is shortened or extended, the word “Term” shall be deemed to refer to such period as so shortened or extended, and all provisions of the Lease shall apply until the expiration date of such period, except as may be otherwise specifically provided herein.

“Termination Date” means the date upon which Lessor terminates the leasing of the Aircraft under Clause 16 of the Lease.

Except to the extent that the context requires otherwise, any reference in the Lease to:

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Schedule 2

Conditions Precedent

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These conditions are included for the sole benefit of Lessor and may be waived or deferred in whole or in part by Lessor who may attach to such waiver or deferral such further or other conditions as it reasonably thinks fit.

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Schedule 3

Rent And Other Payments

The Basic Rent in respect of each Basic Rent Period during the Term will be calculated in accordance with paragraph 1 of Schedule 15.

The amount of the Security Deposit and the timing of the payments of the same to Lessor are set forth in Schedule 15.

In addition to the Basic Rent payable under paragraph 1 of this Schedule 3 and subject to the remaining provisions of this paragraph 4, Lessee will pay to Lessor on the fifteenth (15th) day of each consecutive month during the Term, commencing on the fifteenth (15th) day of the month immediately following the month in which the Delivery Date occurs, and on the last day of the Term, the following amounts (“Maintenance Payment Amounts”) in relation to the following parts, overhauls and inspections of the Aircraft (“Maintenance Items”):

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All new Maintenance Payment Rates and the Engine Table Amounts will be supplied promptly to Lessee, and Lessee will pay Maintenance Payment Amounts in accordance with the adjusted Maintenance Payment Rates for that year. If the adjustment for any year takes place after February 1st in that year, it shall be retroactive to the first day of that year.

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If Lessee fails to report the derate of an Engine in any month it shall be assumed to be ***** until the actual rate is reported provided the same is reported no later than 30 days following the end of the relevant maintenance year.

All Maintenance Payment Amount payments paid by Lessee to Lessor become the property of Lessor upon receipt. This paragraph 4.3 is without prejudice to Lessee’s rights under paragraph 5.3 below.

Lessor will, subject to no Default or Event of Default having occurred which is continuing (or promptly following cure thereof and to the extent such amounts are not used to effect such cure and are not reimbursed by Lessee), pay to Lessee the amounts referred to in paragraph 5.3 by way of contribution to the cost incurred by Lessee in performing the tasks specified in paragraph 5.2 (the “Relevant Work”), in each case provided that:

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Lessor will use reasonable efforts to ensure that each payment due under this paragraph 5.3 is made within thirty (30) days of the receipt by Lessor of the relevant Basic Contribution Claim. No Basic Contribution Claim may be submitted after the redelivery of the Aircraft except for any Basic Contribution Claim for which (i) an invoice remains outstanding for the Relevant Work at such time, and (ii) Lessee has notified Lessor in writing prior to such redelivery of any such outstanding invoice, and (iii) Lessee has notified Lessor in writing prior the redelivery of the Aircraft of the nature and estimated cost or costs of the Relevant Work.

The following items shall be the “Relevant Work” for which a Basic Contribution Claim may be made:

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(such amount, an “Advance Payment”).

Any Advance Payment shall be subject to satisfaction of the conditions set forth in paragraphs 5.1.2, 5.1.4, 5.1.5, 5.1.6, 5.1.7, 5.1.8 and 5.1.9 above. Any Advance Payment shall be deemed to have been paid to Lessee for all purposes of this Lease, and the Maintenance Payment Balance with respect to the particular Maintenance Item shall be reduced by an amount equal to such Advance Payment. Following completion of the Relevant Work to which the Advance Payment relates, Lessee shall provide Lessor with (1) invoices from the Authorised Maintenance Performer evidencing the costs involved which (x) confirm that the Relevant Work has been carried out and paid for and (y) give in reasonable detail a summary of the work that has been performed, and the time, parts and manpower used to perform each separate task, and (2) responses to all reasonable requests from Lessor for clarifications or more information regarding the Relevant Work.

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If, following any payment by Lessor under paragraph 5.3 in respect of any Relevant Work on a Maintenance Item (other than with respect to the replacement of an LLP in an Engine), the Maintenance Payment Balance for such Maintenance Item as of the Commencement Date is greater than the amount of such reimbursement, then Lessor will (provided no Default or Event of Default has occurred and is continuing) promptly pay to Lessee an amount equal to the difference between such amounts, and the Maintenance Payment Balance with respect to the Maintenance Item will be deemed to be reduced by the amount so paid by Lessor.

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

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in each case determined as of the Completion Date next succeeding such Replacement.

“Completion Date” means, with respect to any Replacement, the date on which the applicable Engine departs the applicable engine repair facility in serviceable condition following such Replacement; and

“Cost Per Cycle” means, in respect of an LLP and a Replacement, the cost per Cycle of such LLP determined by dividing the catalog price of such LLP by 90% of the then-current life limit (in Cycles) of such LLP (in each case determined as of the Completion Date next succeeding such Replacement).

For as long as no Event of Default has occurred which is continuing (or promptly following cure thereof) and subject to the conditions specified in paragraph 5.1, Lessor shall make the further contributions to the costs of maintaining the Aircraft during the Term in the manner and in the amounts set forth in paragraph 5 of Schedule 15.

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

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Schedule 4

Form of Certificate of Acceptance

THIS CERTIFICATE OF ACCEPTANCE is dated [            ], 2011 (this “Certificate of Acceptance”), between MASL IRELAND (22) LIMITED (“Lessor”) and CONCESIONARIA VUELA COMPAÑÍA DE AVIACIÓN, S.A.P.I. DE C.V. (“Lessee”).

WITNESSETH:

WHEREAS, Lessor and Lessee have heretofore entered into that certain Aircraft Lease Agreement dated as of April 7, 2011 (the “Lease”), which provides for the execution and delivery of a Certificate of Acceptance in substantially the form hereof for the purpose of leasing the Aircraft in accordance with the terms thereof;

NOW, THEREFORE, in consideration of the premises, and pursuant to Clause 2 of the Lease, Lessor and Lessee hereby agree as follows:

Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings given them in the Lease.

Lessor hereby delivers and leases to Lessee, and Lessee hereby accepts and leases from Lessor under the Lease, as hereby supplemented:

Aircraft: One Airbus A320-200 aircraft consisting of the following:

The status of the time controlled components, engine modules and life limited parts is set forth in Appendix I hereto.

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Lessee confirms that the Aircraft has been examined by its duly appointed and authorized representatives and such items conform to the information set forth above.

Lessor hereby delivers and Lessee hereby accepts the manuals, log books, records and other documents relating to the Aircraft described in Appendix III hereto.

The Delivery Date of the Aircraft is the date first set forth above, and the Aircraft is hereby delivered and accepted on such date at             hours local time at Montpellier Airport, France.

At the time of delivery there were 3650 kg. of fuel in the Aircraft and each oil tank was full, each of which was paid for by Lessor.

The Aircraft is delivered in good working order and condition except for the open/miscellaneous items specified in Appendix IV hereto and Lessee and Lessor agree to the payments and commitments specified therein.

This Certificate of Acceptance shall in all respects be governed by, and construed in accordance with, the laws of the State of New York. Subject to Clause 17.6 of the Lease, the parties hereto agree that the courts of New York are to have jurisdiction to settle any disputes which may arise out of this Certificate of Acceptance.

Lessee hereby confirms that the Aircraft complies with the requirements for delivery specified in Clause 2 of the Lease and Part A of Schedule 6 thereto.

Lessee hereby confirms that it has become obliged to pay to Lessor Basic Rent in accordance with the provisions of the Lease.

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IN WITNESS WHEREOF, Lessor and Lessee have each caused this Certificate of Acceptance to be duly executed by their authorized officers on the date first above written.

MASL IRELAND (22) LIMITED

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

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APPENDIX I

to Certificate of Acceptance

Airbus A320-200 MSN 2204

STATUS OF TIME CONTROLLED COMPONENTS, ENGINE MODULES AND LLPS.

Note that “Performance Restoration” is a defined term in the Lease.

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APPENDIX II A

to Certificate of Acceptance

Airbus A320-200 MSN 2204

LESSOR FURNISHED EQUIPMENT

See attached      pages

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APPENDIX II B

to Certificate of Acceptance

Aitbus A320-200 MSN 2204

LAYOUT OF PASSENGER ACCOMMODATIONS (LOPA)

See attached      pages

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APPENDIX III

To Certificate of Acceptance

Airbus A320-200 MSN 2204

AIRCRAFT RECORDS