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Controladora Vuela Compania de Aviacion, S.A.B. de C.V. – IPO: ‘F-1/A’ on 6/20/13 – EX-10.47

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 
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12: EX-10.3     Material Contract                                   HTML    301K 
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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 
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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 10.47

Agreement

on

Technical Services for A319/A320 Aircraft

Contents

BASIC AGREEMENT

ATTACHMENTS / ANNEXE

BASIC AGREEMENT

This Agreement is made and entered into as of this xx day of June, 2012, between Concesionaria Vuela Compañia de Aviación S.A.P.I. de C.V., a company organized under the laws of Mexico having its registered offices at Av. Antonio Dovalí Jaime No. 70, Torre B, Piso 13, Col. Zedec Santa Fe, 01210 Mexico City, Mexico (hereinafter referred to as “Volaris”) and Lufthansa Technik AG, a company incorporated under the Laws of the Federal Republic of Germany, having its registered offices at Weg beim Jäger 193, 22335 Hamburg, Germany (hereinafter referred to as “LHT” or “Lufthansa Technik”)

Preamble

WHEREAS LHT is a corporation in the business of providing aircraft-related technical services, such as, but not limited to, the Maintenance of aircraft, Engines and Components and is duly authorized and certified in accordance with the EASA Part-145, EASA Part 21, and FAA Part-145 requirements and/or aviation requirements of certain other authorities; and

WHEREAS Volaris wishes to have certain aircraft-related Services performed by LHT in accordance with such standards and experience and in accordance with the relevant provisions hereof, and

WHEREAS LHT wishes to perform such Services for Volaris in accordance with LHT’s quality standards and experience and as described herein.

NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and in connection of mutual promises and covenants set forth hereunder, Volaris and LHT agree upon the following:

1 SCOPE OF AGREEMENT

The Basic Agreement sets forth the general terms of the contractual relationship between LHT and Volaris and the provisions contained herein shall apply to any Attachments, Annexes or any other documents referencing or amending this Agreement.

The Services to be provided by LHT are defined and specified in the respective Attachments. They shall be performed under applicable aviation Authority approvals or the applicable aviation Authority approvals of LHT’s Subcontractors in accordance with the respective Maintenance Data and in accordance with the terms and conditions of this Agreement.

Capitalized terms used in this Basic Agreement shall have the meaning ascribed to them in Article 2 and – to the extent used in one of the Attachments – shall have an identical meaning throughout the entire Agreement, unless otherwise defined with reference to the deviation in the respective Attachment.

2 DEFINITIONS AND ABBREVIATIONS

The following terms, expressions and abbreviations shall have the following meanings:

Each full or partial hour that the APU is in operation.

Attachment Assumptions

Has the meaning set forth in Article 6.3.1.

Base Maintenance

All scheduled Maintenance activities in accordance with the operator’s approved Maintenance Program. For non-routine Maintenance activities, criteria according to AMC 145.A-10 shall apply.

Basic Agreement

This document has the meaning set forth in Article 1.

CLP                     In respect of any Component, the Catalog List Price for such Component most recently published by the original equipment manufacturer for such Component.

Confidential Information

Has the meaning set forth in Article 13.1.

Data Release Agreement

An agreement in the form as attached to this Agreement signed by Volaris and by which Volaris authorizes Airbus to give LHT access to customized data included in the Airbus On-Line Services subject to the applicable rules and limits imposed by Airbus.

Engine Flight Hour

Each full or partial hour that the Engine is in operation.

Excluded Taxes

shall mean Taxes based on income, capital gains, net worth or property payable by LHT or any subcontractor or affiliate of LHT to any tax authority in Germany or any other jurisdiction in which LHT, or any of its subcontractor(s) maintains a place of business or permanent establishment; (b) Taxes of any nature which are not directly related to the services rendered Volaris hereunder or the presence of any Component in the taxing jurisdiction; (c) Taxes of any nature to the extent the same relate to services or goods provided to any other person or entity other than Volaris; Taxes for which LHT, any affililate or subcontrator becomes liable by reason of its willful misconduct, or gross negligence or breach of agreement or as a result of any failure to file any tax or similar return or declaration in a timely mannerExpendable                     An item for which no authorized repair procedure exists and for which standard cost of repair exceeds cost of replacement, including Standard Parts. Expendable inventory is controlled by quantity and its scrapped after removal.

Fixed Price (F/P)

A predetermined price or a fee for Services in accordance with Article 7.2.

General Annex

Those documents named General Annexes and attached to this Agreement.

Interchangeability

Means that design, function and characteristics of a certain Component or part are sufficiently alike to be replaceable with each other under applicable Airworthiness laws and regulations, in the understanding that PMA Parts are not allowed..

Line Maintenance

All routine Maintenance activities in accordance with the operator’s approved Maintenance Program. For non-routine Maintenance activities, criteria according to AMC 145.A-10 shall apply.

Maintenance Data

Approved data for an aircraft or Component which has been issued by the design organization which has developed the aircraft or Component or another approved design organization, such as, but not limited to, LHT as EASA Part 21/J, FAA and Mexican DGAC approved design organisation, to define the extent of Maintenance to be performed on an aircraft or a Component.

Maintenance Program

A Maintenance program that has been approved by the authority of the country of aircraft registration.

Mexican DGAC

The Direccion General de Aeronautica Civil of the United Mexican States

Minimum Flight Hours

A certain number of Flight Hours during a certain period, agreed between the Parties for the purposes of calculating the minimum Flat Rate payment by Volaris.

OEM Catalog List Price

The most current OEM Officially Published Catalog List Price, without any discount or reductions, made public and available to any customer.

Planned Flight Hours

The estimated number of Flight Hours during a certain period as agreed between the Parties for the purposes of calculating Volaris’s Flat Rate payment.

Release to Service

The issuance of a CRS by the Maintenance organization approved by the responsible Authority confirming, unless otherwise specified, that the Maintenance Services listed therein have been carried out in conformity with the applicable requirements (e.g. EASA Part-145, FAA Part-145, the National Authority requirements) by appropriate authorized personnel of the Maintenance organization and in accordance with the applicable Maintenance organization exposition, and that the aircraft or Component has been released to service.

Serviceable Condition

The status required for the issuance of a CRS.

Standard OEM Warranty

The warranty that is given by the OEM of the Material concerned to any customer according to its published warranty terms.

Time and Material

A price or fee for Services based on 1. the applicable man-hour and / or machine-hour rates for the actual time spent and 2. the applicable prices for the Material spent, in accordance with Article 7.3.

Turnaround Time / TAT

The period of time between scheduled Delivery and Redelivery, unless expressly otherwise stated in an Attachment.

Value Added Tax

Sales tax or value added tax on any goods and services, sales or turnover tax, taxes on the importation of goods, customs duties, imposition or levy of a like nature including, without limitation, value added tax payable under the German VAT Act 1993 as amended or supplemented from time to time.

3 COOPERATION BETWEEN THE PARTIES AND RESPONSIBILITIES TOWARDS

THE AIRWORTHINESS AUTHORITIES/ THIRD PARTIES / MANAGE/M™

The Parties agree to establish a communication system and to define meetings and points of contact in order to enable Volaris and LHT to comply with their mutual obligations under the applicable Airworthiness regulations.

Each Party shall nominate at least one person to secure the necessary liaison between Volaris and LHT.

Notwithstanding LHT’s obligations under this Agreement, Volaris shall be solely responsible for Volaris’ compliance with all applicable requirements imposed by any Authority or government agency or instrumentality. LHT shall grant Volaris access to any and all necessary information concerning LHT’s compliance with EASA-requirements, FAA-requirements and NAA-requirements, as applicable, in order for Volaris to exercise its Airworthiness responsibility and obtain and maintain, in accordance with applicable law and on a timely basis, all Airworthiness certifications which are required under EASA, FAA.

For the avoidance of doubt this Agreement does not affect the contractual relationship between Volaris and third parties. Volaris shall remain the prime contractor in relation to the aircraft and Components manufacturers or to the lessor, if applicable, of the aircraft and Components.

In particular, LHT shall not have the responsibility towards the Authority or the manufacturer or other Supplier to follow-up manufacturer’s and other Supplier’s SBs or AARs issued by the respective Authority unless otherwise stipulated herein.

Notwithstanding the foregoing, LHT shall cooperate reasonably with Volaris in connection with Volaris’ compliance with all covenants and obligations of Volaris affecting Maintenance and redelivery of Aircraft, Engines and Components including, without limitation, all information, reporting and inspection covenants and obligations.

Volaris shall provide to LHT the required Maintenance Data no later than on the date specified in the Attachments and ensure that the Maintenance Data reflect the current status of the respective aircraft, Engine or Component.

If Volaris does not provide Maintenance Data on time or if such Maintenance Data does not reflect the current status of the respective aircraft, Engine or Component, and provided LHT has complied with its obligations under this Section 3.4.1, LHT may, but is not obliged to take appropriate actions to collect Maintenance Data to be able to start or continue performing the agreed Services.

Volaris will make reasonable commercial efforts to provide LHT a non-exclusive, royalty-free license, limited to the services performed under this Agreement (including the right to grant sublicenses to LHT’s Subcontractors) to use all trade secrets and copyrights belonging to Volaris and related to the Maintenance Data solely for the purposes of performing the Services under this Agreement. LHT shall ensure that such trade secrets and copyrights related to such Maintenance Data are used solely for the purposes of performing its obligations or, the the case of a Subcontractor, such Subcontractor’s obligations under this Agreement.

Volaris shall make reasonable commercial efforts to ensure that LHT can access Maintenance Data electronically. To the extent LHT and the respective OEM have an agreement regarding LHT’s access and use of such data, Volaris shall, at no cost to Volaris, comply with any reasonable requirements of LHT and the OEM to secure access to such data. Volaris shall in particular execute upon LHT’s request all necessary agreements (e.g. the MRO Airbus World Data Release Agreement, if applicable).

Any cost, expenses, royalties or other charges, incurred by LHT or LHT’s Subcontractors in connection with the provisioning, access and use of any Maintenance Data shall be borne by the Party as agreed in the respective Attachment.

To the extent stated in the Attachments, LHT provides a web-based Technical Operation Websuite (“manage/m™”) for certain Services. manage/m™ enables Volaris to establish and manage its core operation functions relating to those Services on a web-based system and supports Volaris in the fulfilment of its obligations towards the Authorities as an aircraft operator.

If in the course of operation a failure, malfunction or defect or other occurrence, which causes or might cause adverse effects on the continuing airworthiness of the product, part or appliance and if such are attributable to or otherwise result from an LHT originated design change, arises, Volaris shall notify the LHT Office of Airworthiness HAM TT/L without unreasonable delay under Fax-No. +49 40 5070 4855 or E-mail: hamtolmus@lht.dlh.de or mobile no. +49 172 4044 238.

Such notification shall include all reasonable and relevant details, e.g. operating conditions, flight hour and cycle information of the affected product and other data allowing LHT to investigate such failure, malfunction or defect to the LHT attributable design change and establish corrective action, as necessary.

LHT shall inform Volaris and all involved authorities on any known unsafe condition resulting from a LHT design, as required by FAA and/or in EASA Part 21A.3.

4 SUBCONTRACTING

The Services provided by LHT may be subcontracted to any other Maintenance facility to which LHT’s Authority approved management system has been extended. LHT may, subject to all applicable provisions hereof, provide a Subcontractor with such information about Volaris that is required to perform the subcontracted Services.

5 TURNAROUND TIME, PERFORMANCE DATE

6 PRICES AND PRICE ADJUSTMENT

The applicable prices for the Services and Material are specified in the Attachments (and corresponding Annexes) to this Basic Agreement.

Unless expressly otherwise stated in the relevant Attachments all prices shall be revised and automatically adjusted *****

The prices have been calculated assuming that the Services involve a certain Material and labor element. The ratio of that labor and Material element is set forth in the applicable Attachment..

*****

*****

*****

*****

*****

*****

*****

*****

*****

7 PAYMENT TERMS

As consideration for LHT’s Services under this Agreement, the Parties may agree on Flat Rate payments, Fixed Price payments or prices calculated on a Time and Material basis.

To the extent that the Parties agree upon “Flat Rate” payments for certain Services in the Attachments, the following shall apply:

To the extent that the Parties agree upon “Fixed Prices” for certain Services in the Attachments, the following shall apply:

To the extent that the Parties agree upon pricing on the basis of “Time and Material” for certain Services in the Attachments, the following shall apply:

*****

or

Lufthansa Technik AG

*****

Lufthansa Technik AG

*****

*****

*****

*****

8 SECURITY FOR PAYMENT

Title to all Material supplied by LHT under this Agreement shall remain with LHT until complete payment of all amounts due under this Agreement.For avoidance of doubt, title of Materials provided by Volaris shall remain with Volaris until such point.

Volaris shall provide LHT with an unconditional and irrevocable stand-by letter of credit in the amount as specified in the respective Attachment, securing all amounts due and payable to LHT. Any cost and fees associated with such bank guarantee shall be borne by Volaris.

LHT is not required to commence or continue Services until such security is provided.

In the event that Volaris fails to comply with its payment obligations under this Agreement, LHT has by virtue of its Services performed a contractual right of retention and a contractual lien with respect to the serviced item of Volaris in its custody as well as with respect to other items of Volaris in LHT’s custody to secure any undisputed claims of LHT against Volaris arising out of and/or in connection with the payment for Services performed under this Agreement as well as to secure any claims of affiliates of LHT against Volaris. These rights as well as a set-off right may also be claimed for amounts due and owing in respect of Services performed or Material supplied by LHT to Volaris under and in accordance with the requirements of this Agreement previously. *****

*****

9 QUALITY AND WARRANTY

9.2.2.1 A defect shall only be subject to warranty if it arises within ***** or within ***** whichever may occur first.

9.2.2.2 A warranty claim must be raised by Volaris within ***** after the defect has become reasonably apparent and LHT must be provided with the defective part for inspection and repair within an additional ***** after the warranty claim has been raised. If a defect arises on a non-removable part of an aircraft the Parties shall in good faith agree how to remedy such defect in a way convenient for Volaris and reasonably acceptable for LHT.

9.2.2.3 LHT does not warrant any defect in Material not manufactured by LHT or a Subcontractor or services not provided by LHT or a Subcontractor.

For such Material or services not covered by this warranty any assignable rights to warranty granted to LHT by its Suppliers shall be assigned to Volaris. LHT shall support Volaris in pursuing such warranty claim.

9.2.2.4 The defective part must not have been serviced, repaired, overhauled, maintained or modified by anyone other than LHT or its Subcontractors unless otherwise agreed.

9.2.2.5 If upon Volaris’ special request LHT or its Subcontractors perform a provisional repair the Material installed and the Services performed during such repair are not subject to warranty.

9.2.2.6 Material must at all times have been stored, handled and operated in accordance with manufacturer’s published recommendations.

Upon termination of such Flat Rate agreement the remedy contained in Article 9.2.3 shall be fully available to Volaris under the terms and conditions stated in Article 9.2. In such case the time periods stated therein shall begin at the date an aircraft, Engine or Component was last redelivered to Volaris.

Volaris hereby assigns its claims relating to such warranties, credits or benefits to LHT and undertakes to transfer any proceeds, credits or benefits obtained directly from its Supplier to LHT. Volaris shall make any further declarations eventually necessary to effect such assignment and/or transfer; Article 9.4 shall apply respectively. In the event that LHT is legally or otherwise prevented from pursuing any assigned claims directly, Volaris shall pursue such claims in close cooperation with LHT and any corresponding proceeds shall be passed on to LHT.

In the event that Volaris either assigns warranty claims to LHT for enforcement in LHT’s name or appoints LHT as an agent for the administration of warranty claims for enforcement on Volaris’s behalf, the Parties shall confirm such assignment or appointment by completing and signing General Annex Warranty Handling or any other appropriate documentation provided by LHT. Volaris shall make available to LHT any documents and information required to administer and enforce the respective claims.

10 DELIVERY AND REDELIVERY

Unless otherwise agreed herein, the Delivery and Redelivery terms shall be set forth in the Attachments.

Volaris may request that LHT supports Volaris in arranging for shipment of the Material or aircraft concerned. Any shipment arrangements made by LHT shall be in accordance with the Incoterms set forth in the Attachments, if no such Incoterms are stated in the Attachments, shipment arrangement made by LHT shall be in the name and on behalf of Volaris.

Upon completion of the Services and at the latest upon Redelivery, LHT and/or its authority approved Subcontractor, as the case may be, shall issue and provide to Volaris a CRS, unless Volaris issues the CRS through its own approved organization.

Upon Redelivery, Volaris shall sign and provide to LHT a document of acceptance to confirm that the agreed Services have been completed in accordance with this Agreement or stating any objections. In the event that the aforementioned signed document is not provided to LHT prior to or upon Redelivery, the Services shall be deemed to have been completed as agreed.

Any Material shall be packed for shipment using appropriate shipping containers that are in compliance with ATA 300 specification. To the extent that shipping containers are provided by LHT Volaris shall return such reusable shipping containers to LHT after Redelivery within ten (10) Business Days unless otherwise agreed in writing.

11 LIABILITY AND INDEMNIFICATION – INSURANCE

11.2.1.1 *****

11.2.1.2 *****

*****

*****

In case any of the insurances are not provided or are revoked or canceled at any time for any reason, LHT will have the right to *****.

12 TERM AND TERMINATION

In the event of a material breach of this Agreement by a Party, the other Party may terminate this Agreement as a whole or—if the material breach relates only to a particular Attachment—the Attachment concerned by prior written notice, unless the breaching Party cures the breach within ***** after having been notified by the non-breaching Party of the respective breach.

13 CONFIDENTIALITY, NO TRANSFER OF INTELLECTUAL PROPERTY RIGHTS

was already known to the public prior to the date the Beneficiary received said information;

has become known to the public after the date the Beneficiary received said information, except if the Beneficiary is the originator of the publication of said information;

has been communicated to him at any date by a third party with the right to communicate it;

must be disclosed by binding and final order of a competent court or authority, in which case the Beneficiary will immediately inform the other Party about such mandatory disclosure and limit the disclosure to the extent legally permissible.

The aforementioned exceptions to the confidentiality obligations under this Article 13 shall apply to a combination of single pieces of Confidential Information only if such combination is subject to one of the aforementioned exceptions but not if only each individual piece of Confidential Information is subject of said exceptions.

14 NOTICES AND COMMUNICATION

Contact addresses for individual communication are:

15 LAW AND JURISDICTION

This Agreement and any dispute shall be governed by and construed in accordance with the laws of the State of New York, U.S.A. without regard to its conflicts of laws principles (other than Sections 5-1401 of the General Obligations Law of the State of New York).

For Volaris:

CT Corporation System

111 Eighth Avenue, 13th Floor

New York, New York 10011.

For LHT:

Lufthansa Technik Logistik of America LLC

Attn.: MOLINS, ARTHUR

Street: 1640 HEMPSTEAD TURNPIKE

City: 11554 New York, NY

Phone-No: +1-516-296-9234

16 MISCELLANEOUS

Volaris agrees that LHT may assign its rights under this Agreement in total or in part to any of LHT’s affiliates, in which case LHT shall inform Volaris of such assignment. LHT shall also have the right to assign its obligations under this Agreement in total or in part with the prior written consent of Volaris, which shall not be unreasonably withheld or delayed. The assignee shall perform the Services under this Agreement in the quality and standards and in accordance with the terms and conditions set forth in this Agreement. Any other assignment of rights or obligations arising from this Agreement shall require the prior written approval of the other Party. Form of Agreement

Any reference to any Incoterm shall be a reference to Incoterms 2010.

In the event that a provision in an Attachment, General Annex or any related contractual document with reference to the Basic Agreement deviates from or conflicts with a provision in the Basic Agreement the provision in such Attachment, General Annex or any related contractual document with reference to the Basic Agreement shall prevail only if explicit reference is made to the conflicting or deviating provision of the Basic Agreement which it shall supersede. Article 12.1 shall remain unaffected.

---------- signature page to follow ----------

---signature page to Basic Agreement between LHT and Volaris---

IN WITNESS WHEREOF Volaris and LHT have caused this Agreement to be executed as of the Day and year written below.

ATTACHMENT 1: TOTAL COMPONENT SUPPORT (TCS)

1 GENERAL

This TCS Attachment is an Attachment to the Basic Agreement between the Parties, dated August 15th, 2012.

During the term of this TCS Attachment LHT shall perform Component support services for Volaris as agreed upon hereunder.

2 DEFINITIONS

Capitalized terms contained herein shall have the meaning ascribed to them in Article 2 of the Basic Agreement and as follows:

References in this Attachment shall be references to Articles of this TCS Attachment or its Annex, unless expressly otherwise stated herein.

3 SCOPE OF SERVICES

LHT shall grant Volaris access to serviceable Pool Components available in the Component Pool in order to replace Volaris’ unserviceable Components by serviceable Components on a 1:1 forward exchange basis.

Volaris may request during the term of this Agreement Pool Components in order to:

3.1.1     Requesting Pool Components

Volaris shall request in writing (or in accordance with any other procedure agreed upon) Pool Components and related AOG Services at LHT’s service desk which will be available twenty-four (24) hours a day, seven (7) days a week.

3.1.2     Content and Time Frame

3.1.3     Provisioning Periods

LHT shall provide the requested Pool Components to Volaris within the time frames set out in the table below.

Note 1: *****

Note 2: *****

Note 3: *****

Note 4: *****

3.1.3.1     Target Service Level Parameters

LHT shall fulfil the “Target Service Levels” as stated in the right column of the table above. In this respect, the following shall apply:

3.1.3.2     Penalty Application:

The Parties agree that *****.

For avoidance of doubt, an example of Service Level measurement and discount is described below:

Removal Reasons

Unserviceable Flat Rate Components delivered to LHT shall be accompanied with Post Flight Reports (“PFR”) in addition to the required documentation. In case that no PFR is available Volaris has to ensure that a qualified removal reason description is stated in the removal tag to prevent redundant trouble shooting in the LHT workshops.

It is the target of Volaris to ensure that ***** of the removed Flat Rate Components are accompanied with such PFR’s and/ or qualified removal reasons.

For the avoidance of doubt, in the event that the actual Volaris Performance Parameters are as follows:

Solely as an example, the percentage figure of the Target Service Level for all categories will be reduced by:

*****

3.1.3.3 AOG-Service

For category “AOG” requests, the following shall apply:

******

******

*****

*****

3.1.3.4 Quota of AOG and CRIT A requests

*****

3.1.4 Provision of interchangeable Pool Components

LHT may alternatively provide an interchangeable Pool Component to Volaris together with Interchangeability information available to LHT.

LHT shall provide VOLARIS with a proposed list of interchangeable part numbers according to LHT IT system at the beginning of the contract and on a regular basis *****. The sole responsibility for the confirmation of the Interchangeability remains with Volaris.

LHT will provide to Volaris a fully interchangeable Pool Component (in accordance to the relevant interchangeable information). LHT provides Pool Components with same FFF in comparison to the removed one. All Pool Components provided by LHT meets the agreed pool standard.

3.1.5 Adjustment of the List of Pool Components

Any Modification to the Pool list and Home Base Stock shall be mutually agreed by LHT and Volaris every ***** as well as any change on fee resulting from such modification.

LHT shall be entitled to define in its sole discretion a common Modification standard for the Component Pool (“Common Modification Standard”). LHT shall maintain the Common Modification Standard for all Pool Components.

LHT and Volaris may agree to—in deviation from Article 15.4.2 of the Basic Agreement—exclude such Pool Component from the Component Pool and adjust the Pool Access Fee accordingly. After their exclusion from the Component Pool these Components shall be treated as Non Pool Components.

3.1.6 Transfer of Title

Transfer of title of Pool Components shall be governed by the following provisions:

However, if Article 3.1.6 B) above applies and thus title to the Return Pool Component has already passed to LHT upon the installation of the serviceable Pool Component on the leased Pool Aircraft

Other than set forth in Article 8.1 of the Basic Agreement, title to Pool Components and Home Base Stock Components shall transfer as follows:

Title to each Home Base Stock Component taken out of the Home Base Stock to be installed on a Pool Aircraft shall remain with LHT until the replaced Return Pool Component has been received by LHT. Upon receipt by LHT, title to the serviceable Pool Component or the Home Base Stock Component, as the case may be, transfers to Volaris. At the same time the title to the Return Pool Component transfers to LHT. The Title to all Pool Components for Home Base Stock Replacement and Home Base Stock Replenishment remains with LHT.

Title shall transfer pursuant to each of the provisions above free and clear of all liens, encumbrances and other third party rights.

3.1.7 Impact of Volaris exchange on ad-hoc basis

Volaris may exchange Pool Components within its Home Base Stock with third parties on a 1:1 exchange basis, provided that LHT has given its consent in advance of the exchange (such consent not to be unreasonably withheld). LHT shall be entitled to deny the use of Home Base Stock for any purpose other than to replace Return Pool Components removed from Pool Aircraft if such other use would increase the likelihood of increased requests by Volaris to LHT under Article 3.1. If a Pool Component received by Volaris pursuant to an exchange with a third party is subsequently sent to LHT for repair or Modification, the repair and Modification (if any) shall be charged to Volaris on a Time and Material basis.

Volaris may, on an ad hoc basis only and at its own cost, loan Pool Components from a source other than LHT to support its fleet (for example on line stations), but shall promptly inform LHT of such ad hoc occurrences.

In order to fulfil short term requirements, e.g. for No-Go and MEL A items, and, consequently, to reach high technical dispatch reliability Volaris shall maintain a Home Base Stock.

Such Home Base Stock is an integral part of the pool concept acting as a local emergency stock with eliminated shipping time.

The Home Base Stock shall only be used by Volaris to replace Pool Components removed from Pool Aircraft or spare engines/APUs. It may be used for other purposes only after prior written consent of LHT (which shall not be unreasonably withheld).

As the Home Base Stock is part of the entire Component Pool LHT may withhold its consent for such alternative use in cases where this will likely lead to increased AOG or CRIT A requests by Volaris.

The Home Base Stock has been defined in Article 17, Annex TCS.

3.2.1 Material Delivery and Allocation

LHT has decided to deliver to ***** the required Home Base Stock in accordance with this TCS Attachment.

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LHT shall provide the Pool Components defined in the Agreed HBS Level.

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3.2.2 Management of Home Base

For the effective management of the Component Pool through LHT it is essential that Volaris manages its Home Base Stock to fulfil Volaris’ operational requirements. *****

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3.2.3 Adjustment of the Home Base Stock

Whenever parameters with influence on the Home Base Stock change (for example changed Pool Aircraft, Volaris line stations or Authority regulations), the composition of the Home Base Stock shall be adjusted respectively, if necessary. The following procedure will apply: Volaris shall inform LHT of the changed parameters, whereupon LHT shall recommend the respective adjustment to the Home Base Stock. The Parties shall then mutually in good faith define the final adjustments without delay, and LHT shall then add the additional Pool Components to the Home Base Stock. In the event that the Parties cannot agree on the final adjustment, the service level parameters have to be adjusted.

3.2.4 Access Right of LHT

LHT shall be entitled to access anytime the premises where the Home Base Stock is stored, in order to verify compliance with this TCS Attachment. LHT will inform Volaris at least ***** in advance prior to such a planned visit.

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3.2.5 Home Base stock Allocation

LHT shall provide to Volaris the Home Base Components defined in the Agreed HBS Level.

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3.2.5.1 Material Allocation Period

The Material allocation period corresponds to the term of this TCS Attachment, except if the Home Base allocation is terminated earlier in accordance with the provisions set forth herein or otherwise agreed by the Parties. In case the Material allocation period is terminated prematurely partially or in whole Article 10.3 shall apply.

3.2.5.2 Amendments

The scope of the Material allocation, including the Material allocation period, may be changed at any time by mutual agreement duly signed by the legal representative of both Parties between the Parties.

3.2.5.3 Release of Home Base Components to LHT

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3.2.5.4 Shipping

With reference to Article 9 of the Basic Agreement, the initial delivery to Volaris and the redelivery to LHT of the Home Base Components shall be made in accordance with the following Incoterms 2010:

3.3.1 Maintenance / Modifications

LHT shall perform the applicable Services, such as repair, overhaul, test and Modification on all Flat Rate Components, in order to return these Components into Serviceable Condition. Such Services will be performed in accordance with the applicable Maintenance Data and as set forth in Article 1 of the Basic Agreement.

Modifications shall be performed on the following basis:

3.3.2 Turnaround Time for Non Pool Components

LHT shall perform the respective Maintenance on the Non Pool Components within the average Turnaround Times (TAT):

The average TAT is the sum of all completed TAT per part number (per full contractual year), divided by the number of completed Component repair events per range of such part number.

For Maintenance on Pool Components, no TAT applies.

3.3.3 Exchange or Loan of Non Pool Components

In order to reduce the TAT of Non Pool Components, LHT may propose an exchange free of charge for an unserviceable Component with a serviceable Component owned by LHT.

Title of the Non Pool Component exchanged will transfer between the Parties with Redelivery of the exchange Component to Volaris.

Volaris may, in its own discretion and at its cost, request a serviceable Component on the basis of a 1:1 exchange or loan. The provisioning of such Component will be subject to availability and conclusion of a separate agreement between the Parties at the terms set forth in Article 12 of Annex TCS.

In the event of an exchange or loan, LHT may provide an interchangeable Component to Volaris. The sole responsibility for the confirmation of the Interchangeability remains with Volaris.

3.3.4 Material required for Maintenance

All Material, including Modification Material, required to perform Maintenance on Components shall be provided by LHT, unless—in the event of Non Pool Components—Volaris has requested in writing to provide the Material and has confirmed that it is able to deliver the Material on time and in accordance with Article 6.2.5.

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4 SIGNING BONUS

***** with an amount of three million five hundred thousand (3,500,000) USD . A payment with an amount of two million (2,000,000) USD upon contract signature, whereas the remaining one million five hundred thousand (1,500,000) USD shall be paid in the form of annual credit notes of seven hundred and fifty thousand (750,000) USD each in 2013 and 2014 to be balanced with invoices on technical services issued by LHT. The initial two million (2,000,000) USD may be balanced with any open invoices due to LHT. LHT shall pay interest at a rate of five per cent (5%) per annum on any unbalanced amount of the initial two million (2,000,000) USD.

5 DELIVERY/ REDELIVERY

With reference to Article 10 of the Basic Agreement, the Components shall be shipped according to the following Incoterms:

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It shall be the shipping Party’s responsibility to ensure that all Components are shipped using the appropriate shipping containers according to ATA 300 specification.

In the event of AOG requests, LHT shall make use of the fastest standard transport options available according to LHT’s reasonable discretion. At Volaris’ written request, the Pool Components shall be personally delivered by an on-board courier. Any costs associated with such transportation shall be borne by Volaris.

LHT shall inspect a Component upon its arrival at the agreed LHT Maintenance facility for visible defects. *****

Volaris shall inspect a Component upon its arrival at the agreed location for visible defects. *****

5.3.1 Return Pool Component

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5.3.2 Serviceable Pool Component no longer required

If Volaris does no longer require a serviceable Pool Component on the date specified in its request to LHT, Volaris shall return such Pool Component to LHT as set on 5.3.1.

For the avoidance of doubt, Volaris shall (unless otherwise agreed with LHT) return such Pool Component to LHT even if the Pool Component is subsequently required but at a later date.

5.3.3 Loan Fee in the event of delayed return

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5.3.4 Replacement purchase in the event of delayed return

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On Volaris’ request, Material removed from any unserviceable non Flat Rate Component and neither re-installed nor exchanged shall be returned to Volaris together with the respective Component. Such request shall be made in writing latest with the Delivery of the Component.

If such Material was subject to Maintenance or repair that could not be completed until Redelivery, it shall be returned to Volaris as soon as reasonably possible thereafter.

5.5.1 BER of Pool Components

If a Pool Component returned to LHT is BER (as defined in Article 12.3 of Annex TCS), LHT shall inform Volaris about the serial number of the relevant Pool Component, the Pool Aircraft from which the Pool Component was removed and LHT’s findings. ***** except for BER caused by Volaris (e.g. mishandling), in which case, LHT shall dispose the Component at Volaris’ expense against payment ***** of the respective Component’s *****.

5.5.2 BER of Non Pool Components

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Volaris reserves the right to refuse Pool Parts/ Exchanges where the Part is recognized as a “Rogue Part”. A Rogue Part is defined as a Part that has been removed from an aircraft ***** within the last ***** regardless of whether a failure was found or not. If a Part has been identified as a Rogue Part before the start of the definitive contract, it will be paid for under “Time and Material” Pricing. If a Part becomes a Rogue Part under the Service Provider’s maintenance care under the Program Services, it is the responsibility of the Service Provider to replace the Rogue Part.

In order to isolate potential Rogue Parts during the course of the Agreement, Volaris reserves the right to request a “full in-depth investigation” for those parts that have ***** during the last ***** and have been determined to be NFF. If a part fails a consecutive third time within the last twelve months, then it shall be considered under the Rogue Parts procedure.

6 DOCUMENTATION AND APPROVAL

Each Component shall be provided to Volaris with the relevant CRS certificate according to EASA Part-145.A.42 and/or an equivalent FAA release.

6.2.1 Documentation

Volaris shall send the Components to LHT with the documentation and information set forth in Article 16 of Annex TCS (Specific Documents).

In the event that Volaris does not provide such documentation together with the Component, LHT shall ask Volaris to provide such documentation. In case documentation is not available at all LHT shall be entitled to repair/overhaul the respective Component at Volaris’ expense.

In the event that LHT does not provide such documentation together with the Component, Volaris shall ask LHT to provide such documentation. In case documentation is not available at all, Volaris shall claim for another unit or be entitled to purchase, lease or acquire in any other way the respective Component at LHT’s expense in case LHT does not provide the second unit in the required period of time.

6.2.2 Maintenance Records

LHT shall make available the Maintenance records as listed in Article 16 of Annex TCS to Volaris upon Redelivery of the Components.

6.2.3 Supply of and Responsibility for documentation

Volaris will provide LHT with all required documentation listed in Article 16 of Annex TCS no later than on the date specified therein.

Without prejudice to any further requirements in Article 3 of the Basic Agreement, Volaris hereby warrants that LHT and its Subcontractors are granted the right to use such documentation for the purpose of this Agreement.

It is the responsibility of Volaris that the documentation is supplied and to assure that the documentation reflects the current technical status of the Components.

In case the data does not reflect the Component status necessary, or is not supplied to LHT in time, LHT may, but is not under obligation to, undertake measures as are necessary to begin/continue with the Services. The cost of such measures provided by LHT will be charged to Volaris.

Any cost associated with the access and/ or use of any documentation by LHT and/ or its Subcontractors shall be borne by Volaris.

6.2.4 Supply of Documentation in Electronic Form

If documentation is to be accessed in electronic form by LHT, Volaris will ensure that LHT is granted access to and is granted the right to use such data in electronic form. To the extent LHT and the respective OEM have an agreement regarding LHT’s access to and use of such data, Volaris will comply with any reasonable requirements of LHT and/or the OEM to secure such access to and use of such data.

Volaris shall send all Return Pool Components to LHT and LHT shall send all serviceable Pool Components to Volaris with the documentation and information set forth in Article 16 of Annex TCS at the times specified therein.

6.2.5 Certification of Material

All Material used by LHT or its Subcontractors shall have EASA—and/or FAA-certification.

Any Material provided by Volaris or purchased by LHT on behalf of Volaris must carry the certification and documentation required by FAA Part 145 and/or EASA Part-145.A.42.

7 PRICES/CHARGES

Volaris shall pay a Component Pool Access Fee as set forth in Article 10.17.1 of Annex TCS.

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7.2.1 Flat Rate

Work performed and Material consumed on Flat Rate Components as listed in Article 17 of Annex TCS shall be charged per aircraft Flight Hour (FH) as specified in Article 10.17.1 of Annex TCS.

Volaris shall pay for all Flight Hours flown but in any case per aircraft ***** specified in Article 10.12 and Article 10.19 of Annex TCS.

7.2.2 Exclusions from the Flat Rate

The Flat Rate charges do not include those items listed in Article 10.18 of Annex TCS. Those exclusions shall be charged on a Time and Material basis pursuant to Article 10.20.

7.2.3 No Failure Found Rate (NFF Rate)

Without additional charge the Flat Rate includes an NFF Rate at 15% (fifteen per cent) as a yearly average calculated over the calendar year. All NFF events above such value will be charged at seven hundred and fifty (750) USD per event. All NFF events below NFF Rate fifteen per cent (15%) and calculated in the period described in this same article 6.3.1 will be credited to Volaris at a rate of seven hundred and fifty (750) USD per event.

The criteria to determine NFF will be Airbus official policy as amended from time to time.

If, after one year from the execution of this Attachment, Volaris’ NFF rate is higher than defined under Article 10.22.4 of Annex TCS Volaris and LHT shall jointly review and Volaris shall take appropriate corrective actions. LHT’s rights under Article 6.3 of the Basic Agreement shall remain unaffected.

The NFF Rate will be calculated by using the following formula:

A removal is unjustified if the acceptance test in accordance with the respective component Maintenance manual is passed without any findings.

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7.2.5 Maintenance of non Flat Rate Components

All Components removed from Volaris’ Aircraft and Engines which are non Flat Rate Components as per Article 17 of Annex TCS or excluded from the Flat Rate as per Article 10.18 of Annex TCS and Services relating thereto shall be charged according to the Time and Material rates defined in Article 10.20 of Annex TCS, unless the Parties agreed separately on a Fixed Price.

Volaris shall pay for transportation for all items listed in the column “Package” marked as pbth listed in the positive list of Article 17 of Annex TCS as specified in Article 10.17.2.

The fees set forth in Articles 7.1 to 7.2 hereof are based on the Attachment Assumptions specified in Article 10.22.1 of Annex TCS. Articles 7.2.3 and 7.2.4 shall remain unaffected.

8 SECURITIES

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9 WARRANTY

In accordance with Article 9.2.2.1 of the Basic Agreement a defect shall be regarded as subject to warranty if the same defect arises within ***** after Redelivery of the Component, whichever may occur first.

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For Flat Rate Components LHT will perform warranty administration on behalf of Volaris. The provisions of Article 9 of the Basic Agreement shall apply.

Volaris shall provide all necessary documents and/ data which are required to claim such warranty rights, including, but not limited to, those specified in Article 16 of Annex TCS.

In case the warranty claim assigned from Volaris to LHT is rejected by the Original Equipment Manufacturer (OEM) because Volaris failed to provide LHT with such Specific Documents / data, or Volaris supplied such data later than defined, Volaris shall pay the related repair cost on a Time and Material basis.

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10 TERM AND TERMINATION

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This TCS Attachment shall be concluded for a fix term of six (6) years from the date of the fulfilment of the conditions precedent according to Article 10.1. After the fixed six (6) year period, the TCS-Attachment shall

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Article 12 of the Basic Agreement remains unaffected.

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If the Performance Measurement, as shown in Article 3.1.3 is not achieved during ***** consecutive ***** or during ***** within a period of *****.

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LHT shall render the Services at one or more of the Maintenance facilities listed in Article 11 of Annex TCS (Maintenance Facilities) but may perform Services also at other Maintenance facilities approved by LHT.

During the term of this Attachment, all Flat Rate Components removed from Volaris’ Aircraft and Engines shall only be serviced by LHT in accordance with this TCS Attachment.

In the event Volaris adds further aircraft and/or Engines of the same aircraft family as specified in Article 0 of Annex TCS to its fleet, these aircraft and Engines shall also be considered Volaris’ Aircraft and Engines within the meaning of this TCS Attachment. Accordingly, the Components of these additional Volaris Aircraft and Engines which qualify as Flat Rate Components and/or Pool Components—see Article 17 of Annex TCS (List of Covered Components)—shall from the start of operation of the additional aircraft be treated like Flat Rate Components and/or Pool Components under this TCS Attachment and be solely maintained by LHT in accordance with the terms of this TCS Attachment. The Pool Access Fee and the Flat Rate as agreed in Articles 7.1 and 7.2 shall also apply to the additional aircraft and Engines. Without prejudice to the foregoing, if an additional aircraft or Engine has a different basic configuration than the aircraft specified in Article 0 of Annex TCS LHT and Volaris will negotiate in good faith about an adjustment of the list of Flat Rate Components according to Article 17.1 of Annex TCS (Adjustment of Flat Rate Components and Pool Components).

Subject to Article 3.4 of the Basic Agreement, any cost, expenses, royalties or other charges, incurred by LHT or LHT’s Subcontractors in connection with the provisioning, access and use of any Maintenance Data that ***** shall be borne by *****.

If Volaris believes that the Subcontractor is responsible for continual and/or repetitive breaches of the quality, turnaround time and/or workmanship commitments in this Agreement, Volaris shall notify LHT in writing providing full details accompanied by any supporting evidence. Within five (5) Business Days of receipt of such notice from Volaris, Volaris and LHT will agree upon a date, time and place whereby senior management representatives from LHT and Volaris will meet to review such claim and supporting evidence. Should LHT agree with Volaris’ claim, then within five (5) business days of such meeting, LHT shall arrange

to conduct an audit of the Subcontractor in light of Volaris claim and make appropriate recommendations. Should the Subcontractor fail to comply with LHT’s recommendations, if any, within fifteen (15) days or fail to achieve a consistent improvement in quality, turnaround time, and/or workmanship, as the case may be, as soon as reasonably practicable after receipt of LHT’s recommendations, Volaris shall have the right to refuse the designated Subcontractor under this Agreement.

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