EXECUTION CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Aircraft Lease Agreement Airbus Model A321-111 aircraft manufacturer's...
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EXECUTION CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Aircraft Lease Agreement Airbus Model A321-111 aircraft manufacturer's serial number [*******] Dated August 29, 2024 CASP Leasing I, LLC Lessor Electra Airways OOD Lessee
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1 This Aircraft Lease Agreement, dated August 29, 2024 (this "Agreement"), is between: (1) CASP Leasing I, LLC, a Delaware limited liability company, having its principal place of business at 000 Xxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxx 00000-0000, U.S.A. ("Lessor"), and (2) Electra Airways OOD, a company organized and existing under the laws of the Republic of Bulgaria, having its principal place of business at 00, Xxxxxxxxxx Xxxxxxx Xxxx., Xxxxxxxxx Xxxxxx Xxxxxxxx, 0xx Xxxxx, Xxxxxx X0, 0000 Xxxxx, Xxxxxxxx ("Lessee"). WHEREAS, Lessor wishes to lease the Aircraft to Lessee and Xxxxxx agrees to lease the Aircraft from Lessor, upon and subject to the covenants, terms and conditions set out in this Agreement. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Lessor and Xxxxxx agree as follows: 1. Definitions and Interpretation 1.1 Definitions In this Agreement the following expressions shall, unless the context otherwise requires, have the following respective meanings: Accounting Standard at the option of Lessee, either (a) generally accepted accounting principles as in effect from time to time in the State of Organization or (b) International Financial Reporting Standards (IFRS) and, in both cases, subject to changes in such principles from time to time, consistently applied in accordance with the past practices of Lessee. Actual Cost as it applies to any maintenance work, rectification of discrepancies on the Aircraft, or replacement of an Engine, means the actual cost of replacement parts and/or the cost of labor associated with such work, rectification or replacement at Lessee's in-house labor rates (if the work is performed by Xxxxxx) or at the actual third party costs charged to Lessee (if the work is performed by third parties) and such amount shall (a) exclude the cost of maintenance or repairs covered by warranty or insurance claims, late charges, mark ups, shipping and handling charges, interest, customs duties, exchange fees or other similar amounts and (b) be reduced by the value of any OEM support programs or vendor rebates received by Xxxxxx. AD any airworthiness directive or consignes de navigabilité issued by EASA or the Aviation Authority and applicable to the Airframe, any Engine, any Part or the Aircraft Documents.
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2 Additional Rent collectively, Airframe Additional Rent, APU Additional Rent, Engine Additional Rent, Engine LLP Additional Rent and Landing Gear Additional Rent. Affiliate in relation to any Person, any other Person controlled directly or indirectly by that Person, any other Person that controls directly or indirectly that Person or any other Person under common control with that Person. For purposes of this definition, "control" of any Person means the power (whether directly or indirectly) to direct or cause the direction of the management and policies of the applicable Person whether through the ownership of a majority of the voting power of such Person or by contract or otherwise. Agreed Maintenance Performer Lessee, Elektra Trans Global OOD or any other reputable Manufacturer, airline or maintenance organization that is (a) experienced in maintaining aircraft and/or engines of the same type as the Aircraft and the Engines, (b) duly certified under FAA FAR Part 145 and/or under EASA Part 145, (c) duly certified by the Aviation Authority and (d) not excluded by Lessor pursuant to Section 6.7. Agreed Value as set forth in Schedule 5. Aircraft the Airframe, Engines, Parts and Aircraft Documents, as further described in Parts 1 and 2 of Schedule 1 and the Certificate of Delivery Condition, collectively (which term may also mean, as the context requires, the Airframe, any Engine, any Part, the Aircraft Documents or any part thereof, individually). The passenger seats installed on the Aircraft at Delivery belong to the Lessee or its Affiliate, are not part of the Aircraft for the purposes of this definition, and will not be leased by Lessor to Lessee. Aircraft Documents the manuals, documentation, data and records identified in or pursuant to Part 2 of Schedule 1, any other manuals, documentation, data and records provided to Lessee at Delivery in connection with the Aircraft (as described in the Certificate of Delivery Condition) and all additions, renewals, revisions and replacements to any of the foregoing made from time to time during the Term in accordance with this Agreement. Airframe the airframe described in Part 1 of Schedule 1 and the Certificate of Delivery Condition together with all Parts from time to time relating thereto (except Engines or engines). Airframe 6Y Additional Rent as defined in Section 5.4(a).
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3 Airframe 12Y Additional Rate as defined in Section 5.4(a). Airframe 6Y Additional Rent Rate as set forth in Schedule 5. Airframe 12Y Additional Rent Rate as set forth in Schedule 5. Airframe Manufacturer Airbus S.A.S. Airframe 6Y Reimbursable Expenses as defined in Section 7.2(a)(i). Airframe 12Y Reimbursable Expenses as defined in Section 7.2(a)(iii). Airframe 6Y Structural Check “6-Years” block maintenance check inclusive of all MPD systems, structural and zonal inspections to be performed (i) no later than every 6 years or 72 months or (ii) such longer period as may from time to time be an escalated interval under the MPD, out of phase tasks required for the calendar time, Flight Hours and Cycles since new or last completion of such tasks in accordance with the Approved Maintenance Program in effect on the date when such check is carried out. Airframe 12Y Structural Check “12-Years” block maintenance check inclusive of all MPD systems, structural and zonal inspections to be performed (i) no later than every 12 years or 144 months or (ii) such longer period as may from time to time be an escalated interval under the MPD, out of phase tasks required for the calendar time, Flight Hours and Cycles since new or last completion of such tasks in accordance with the Approved Maintenance Program in effect on the date when such check is carried out. AMM the Airframe Manufacturer's aircraft maintenance manual, as updated and modified from time to time. Applicable Law all applicable (a) laws, treaties and international agreements of any national government, (b) laws of any state, province, territory, locality or other political subdivision of a national government and (c) rules, regulations, judgments, decrees, orders, injunctions, writs, directives, licenses and permits of any Government Entity or arbitration authority. Approved Maintenance Program the maintenance program of Lessee approved by the Aviation Authority and based upon and in compliance with the Airframe Manufacturer's MPD and the Engine Manufacturer's MPD, as the same may be updated, amended and otherwise modified
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4 from time to time in accordance with this Agreement, and which encompasses scheduled maintenance, condition monitored maintenance and/or on-condition maintenance of the Airframe, Engines and Parts, including servicing, testing, preventative maintenance, repairs, structural inspections, system checks, overhauls, approved modifications, service bulletins, engineering orders, ADs, corrosion control, inspections and treatments. APU (a) the auxiliary power unit listed in the Certificate of Delivery Condition at Delivery, (b) any and all Parts, so long as such Parts are incorporated in, installed on or attached to such auxiliary power unit or so long as title to such Parts is vested in Owner in accordance with the terms of Section 8.17(b) after removal from such auxiliary power unit and (c) insofar as the same belong to Owner, all substitutions, replacements or renewals from time to time made in or to such auxiliary power unit or to any of the Parts referred to in clause (b) above, as required or permitted under this Agreement. APU Additional Rent as defined in Section 5.4(a). APU Additional Rent Rate as set forth in Schedule 5. APU Basic Shop Visit any shop visit involving the disassembly, cleaning, inspection and repair of an APU which corrects the condition that caused the removal, accomplishes a minimum of a medium repair to the power section in accordance with the latest published revision of the Manufacturer's workscope planning guide, and provides for a minimum interval of continued operation greater than or equal to the Manufacturer's mean time between shop visits. APU Hour each hour or part thereof (rounded up to one decimal place) that the APU is operated, whether for aircraft operations or testing. APU Reimbursable Expenses as defined in Section 7.2(e)(i). ATC/Airport Authority any air traffic control authority (including Eurocontrol) and any airport authority with jurisdiction over any aircraft operated by Lessee or any sublessee. Aviation Authority any and all Government Entities that, under the laws of the State of Registration, from time to time (a) have control or supervision of civil aviation; or (b) have jurisdiction over the registration, airworthiness or operation of, or matters relating to, the Aircraft.
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5 Basic Rent all amounts payable pursuant to Section 5.3. Basic Rent Amount as set forth in Schedule 5. Business Day a day (other than a Saturday or Sunday) on which business of the nature required by this Agreement is carried out in New York, New York and the city in which Xxxxxx's office listed in Section 16.10(b) is located. C Check a “C” block maintenance check inclusive of MPD systems, structural and zonal inspections to be performed (i) no later than every 24 months and 7,500 Flight Hours and 5,000 Cycles or (ii) such longer period as may from time to time be an escalated interval under the MPD, out of tasks required for the calendar time, Flight Hours and Cycles since new or last completion of such tasks and all lower level multiple maintenance tasks in accordance with the Approved Maintenance Program in effect on the date such check is carried out. Cape Town Convention the Cape Town Convention on International Interests in Mobile Equipment and the Aircraft Equipment Protocol thereto. Certificate of Acceptance a certificate in the form attached as Exhibit A to be completed and executed by Xxxxxx and Xxxxxx at the time of Delivery. Certificate of Delivery Condition a certificate in the form attached as Exhibit B to be completed and executed by Xxxxxx and Lessee at or prior to the time of Delivery. Commitment Fee as set forth in Schedule 5. CPCP Lessee's Corrosion Prevention and Control Program that is a part of the Approved Maintenance Program. Cycle one takeoff and landing of the Airframe or, in the case of an Engine, of the airframe on which such Engine is installed. Damage Notification Threshold as set forth in Schedule 5. Default any event which with the giving of notice, lapse of time, determination of materiality or fulfillment of other condition or any combination of the foregoing would constitute an Event of Default. Delivery the delivery of the Aircraft to Lessee in accordance with the terms of this Agreement. Delivery Date the date on which Delivery takes place, which shall be the Scheduled Delivery Date or such other date on which delivery
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6 of the Aircraft by Seller to Purchaser takes place in accordance with the Purchase Agreement. Delivery Location a location as agreed to by Lessor and Lessee (including international airspace at the discretion of Seller). Dollars and $ the lawful currency of the United States of America. EASA the European Union Aviation Safety Agency or any successor Government Entity succeeding to the functions thereof. Electronic Records Format an EASA or FAA-approved system in a searchable format by which any Aircraft Documents are stored and retrieved electronically. Engine whether or not installed on the Aircraft: (a) each engine listed in the Certificate of Delivery Condition; or (b) any engine which replaces an engine specified in subpart (a) above following an Engine Loss, in accordance with Section 11.3, and in each case includes all modules and Parts from time to time relating to that engine. Engine Additional Rent as defined in Section 5.4(a). Engine Additional Rent Rate as set forth in Schedule 5. Engine LLP Additional Rent as defined in Section 5.4(a). Engine LLP Additional Rent Rate as set forth in Schedule 5. Engine LLP Reimbursable Expenses as defined in Section 7.2(c)(i). Engine Loss the occurrence, with respect to an Engine, of one of the events set forth in clauses (a) through (d) of the definition of "Total Loss" as if references to the "Airframe" were to such "Engine". Engine Loss Date the relevant date determined in accordance with the definition of "Total Loss Date" as if that definition applied to an Engine Loss.
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7 Engine Manufacturer CFM International, Inc. Engine Reimbursable Expenses as defined in Section 7.2(b)(i). Engine Shop Visit with respect to any Engine, any shop visit, as defined by the Engine Manufacturer, that is based on the Approved Maintenance Program of condition monitored and trend monitoring or performance deterioration, and in any case requiring disassembly, inspection and repair with at least a full workscope, as defined in the Engine Manufacturer’s workscope planning guide, of the core major module (HPC, combustor and HPT) of such Engine and that results in a minimum of 7,000 Cycles of operation remaining on each of the LLPs in such engine, restores performance, hardware condition and integrity to a level consistent with a continued operation of the Engine for 7,000 Cycles. Equipment Change any modification, alteration, addition to or removal from the Aircraft during the Term. ER Provider as defined in Section 8.9(b). Eurocontrol the European Organization for the Safety of Air Navigation. Event of Default an event specified in Section 13.1. Excluded Geographic Area any country, region or geographic area identified by Lessor to Lessee in writing where Lessor has determined, in its sole but reasonable discretion, that there is a material risk of detention, forfeiture, or loss, not adequately covered by both (i) the Insurances required under this Agreement and (ii) the contingent or other insurance policies held by Lessor. Lessor shall rely on the U.S. Department of Treasury’s Office of Foreign Assets Control in identifying such countries, regions or geographic areas as generally set forth in the following link: xxxxx://xxxx.xxxxxxxx.xxx/xxxxxxxxx-xxxxxxxx-xxx-xxxxxxx- information Expiry Date the later of the Scheduled Expiry Date or the Return date, or the date on which: (a) the Aircraft has been redelivered to Lessor in accordance with this Agreement and all obligations of Lessee have been satisfied; or (b) Lessor receives the Agreed Value following a Total Loss and any other amounts then due and owing in accordance with this Agreement.
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8 FAA the Federal Aviation Administration of the U.S. Department of Transportation, or any successor Government Entity succeeding to the functions thereof. FAR Federal Aviation Regulations issued by the FAA. Final Delivery Date September 13, 2024, or such later date as agreed between Xxxxxx and Xxxxxx in writing. Final Inspection the inspection of the Aircraft by Xxxxxx, or representatives appointed by Lessor, during any part of the inspections, checks and demonstration flights required pursuant to Schedule 3 or otherwise performed in connection with the Return. Final Maintenance Performer an Agreed Maintenance Performer with the necessary experience and regulatory authority approvals for the Aircraft type in order to perform the required redelivery maintenance on the Aircraft needed to meet the requirements of Schedule 3. Financial Indebtedness any indebtedness in respect of: (a) moneys borrowed; (b) any liability under any debenture, bond, note, loan stock, acceptance credit, documentary credit or other security; (c) the acquisition cost of any asset to the extent payable before or after the time of acquisition or possession; (d) the capitalized value (determined in accordance with accounting practices generally accepted in the United States of America) of obligations under finance leases (as applicable); or (e) any guarantee, indemnity or similar assurance against financial loss of any Person in respect of the above. Financing Document any loan agreement, credit agreement or similar agreement between Owner and/or Lessor and any Financing Party under which funds are advanced to Owner and/or Lessor or any Affiliate of Owner or Lessor and under which the obligations of Owner and/or Lessor or any Affiliate of Owner or Lessor to such Financing Parties relate to the Aircraft or the Operative Documents. Financing Parties collectively (a) such Persons as Lessor may from time to time notify to Xxxxxx in writing as having a financial interest in the Aircraft (including, without limitation, those identified in the
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9 Notice and Acknowledgment), (b) any Person that has advanced funds to Owner and/or Lessor or an Affiliate of Owner or Lessor pursuant to any Financing Document, (c) any Person that holds a Security Interest in the Aircraft or Owner's and/or Lessor's right, title and interest in any Operative Document to secure Owner's and/or Lessor's and/or any Affiliate's obligations under any Financing Document, (d) any agent, loan agent, trustee, security trustee, collateral trustee or similar Person acting pursuant to any Financing Document and (e) the successors and permitted assigns of such Persons. Financing Security Document any Financing Document whereby Owner and/or Lessor grants to a Financing Party a Security Interest in the Aircraft and/or in its right, title and interest in any Operative Document. Flight Charges all flight charges, route navigation charges, navigation service charges and all other fees, charges or Taxes payable for the use of or for services provided at any airport or otherwise payable to any airport, airport authority, navigation or flight authority or other similar entity or for any services provided in connection with the operation, landing or navigation of aircraft. Flight Hour each hour or part thereof (rounded up to one decimal place) elapsing from the moment the wheels of the Airframe leave the ground on takeoff until the moment the wheels of the Airframe next touch the ground or, in the case of an Engine, of the airframe on which such Engine is installed. Government Entity (a) any national, state or local government, political subdivision thereof or local jurisdiction therein; (b) any board, commission, department, division, instrumentality, court, agency or political subdivision thereof; and (c) any association, organization or institution of which any of the above is a member or to whose jurisdiction any thereof is subject or in whose activities any of the above is a participant. Habitual Base the State of Organization or, any European Union country, otherwise subject to the prior written consent of Lessor not to be unreasonably withheld, delayed or conditioned, any other state, province or country in which the Aircraft is for the time being habitually based. Hull Insurance Deductible as set forth in Schedule 5.
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10 IATA the International Air Transport Association. IDERA an irrevocable de-registration and export request authorization in the form prescribed by the Cape Town Convention. Incident/Accident Clearance Statement a statement produced on Xxxxxx's letterhead confirming that the Airframe, Engines, APU and Landing Gear have been deemed acceptable for continued operation, in a form required by Xxxxxx and executed by Xxxxxx's duly qualified quality assurance manager. Indemnitees Owner, Lessor, Servicer, each Financing Party, the respective successors and assigns of such Persons, and the shareholders, members, partners, Affiliates, directors, officers, managers, trustees, employees, agents and servants of such Persons. Insurances as defined in Section 9.1. Landing Gear the landing gear assemblies (nose, left main and right main, forestay and sidestay) of the Aircraft listed in the Certificate of Delivery Condition, and any landing gear assembly substituted therefor in accordance with this Agreement and title to which has passed to Owner in accordance with this Agreement. Landing Gear Additional Rent as defined in Section 5.4(a). Landing Gear Additional Rent Rate as set forth in Schedule 5. Landing Gear Overhaul an overhaul of the Landing Gear to full Manufacturer specification and operating condition (excluding any rotable components such as wheels, tires, brakes and consumable items). Landing Gear Reimbursable Expenses as defined in Section 7.2(d)(i). Lessee Installed Part any part installed on the Aircraft at Delivery title to which is held by Lessee, and any part installed on the Aircraft after Delivery not in replacement for a Part and not required under Applicable Law to be installed on the Aircraft, title to which is either held by Lessee (which title may be subject to a Security Interest in favor of an unrelated third party) or held by an unrelated third party (in the case in which such part is leased or conditionally sold to Lessee).
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11 Lessor's Counsel Xxxxxxxxx & Partners, counsel to Lessor in each of the State of Organization and the State of Registration. Lessor Lien (a) any Security Interest from time to time created by or arising through Owner, Lessor or any Financing Party in connection with the financing or refinancing of the Aircraft; (b) any other Security Interest in respect of the Aircraft that results from acts or omissions of, or claims against, Owner, Lessor or any Financing Party not related to the operation of the Aircraft or the transactions contemplated by or permitted under the Operative Documents; and (c) Security Interests in respect of the Aircraft for Non- Indemnified Taxes. LLP life limited Part. Major Checks any Airframe 6Y Structural Check, Airframe 12Y Structural Check, C Check, Engine Shop Visit, APU Basic Shop Visit and Landing Gear Overhaul. Mandatory Equipment Change an Equipment Change that is required by or performed to comply with an AD, Aviation Authority regulations or a Manufacturer's service bulletin. Manufacturer with respect to the Airframe, Engine or any Part of the Aircraft, the Airframe Manufacturer, Engine Manufacturer or manufacturer of such Part, respectively. Minimum Liability Coverage as set forth in Schedule 5. MPD for any Manufacturer, such Manufacturer's maintenance planning document or Engine Manufacturer's maintenance program/planning guide, as updated and modified from time to time. Non-Indemnified Taxes (a) Taxes imposed on a Tax Indemnitee as a direct result of activities of such Tax Indemnitee in the jurisdiction imposing the liability wholly unrelated to such Tax Indemnitee's dealings with Lessee pursuant to the Operative Documents or to the transactions contemplated by the Operative Documents or the use, maintenance or operation of the Aircraft by Lessee or any other Person or the presence or activities of Lessee or its Affiliates in the jurisdiction imposing such Taxes;
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12 (b) Taxes imposed on the income, profits or gains of any Tax Indemnitee by (i) any federal Government Entity in the United States of America, (ii) any Government Entity in the jurisdictions where such Tax Indemnitee is incorporated, formed or organized or has its principal place of business or (iii) any Government Entity in any other jurisdiction where such Tax Indemnitee is liable for such Taxes and such liability has or would have arisen in the absence of the transactions contemplated by the Operative Documents; (c) Taxes imposed with respect to any period commencing or event occurring before Delivery or after Return and unrelated to any Tax Indemnitee's dealings with Lessee pursuant to the Operative Documents or to the transactions contemplated by the Operative Documents; (d) Taxes imposed as a direct result of the sale or other disposition of the Aircraft by a Tax Indemnitee, unless such sale or disposition occurs following an Event of Default or pursuant to the terms of the Operative Documents; and (e) Taxes imposed on a Tax Indemnitee to the extent caused by the fraud, gross negligence or willful misconduct of such Tax Indemnitee. Notice and Acknowledgment a notice and acknowledgment between Lessor and Lessee in such form as reasonably required by Lessor. OEM the original equipment manufacturer of a Part. Operative Documents this Agreement, any amendments to this Agreement entered into from time to time, the Certificate of Acceptance, the Certificate of Delivery Condition, the Power of Attorney, the IDERA, each Sale Document (as defined in the Purchase Agreement) and, if applicable, the Notice and Acknowledgment. Other Operative Documents any other operative or transaction document (howsoever defined) entered into in connection with, or relating to, any Related Agreements or the Purchase Agreement. Overdue Rate at any time and from time to time, 7.0% plus the base commercial lending rate as announced by Citibank, N.A., or the maximum rate permitted by Applicable Law, whichever is less.
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13 Owner Lessor or such other Person as Lessor may from time to time notify Xxxxxx in writing as being the owner of the Aircraft for the time being. Part whether or not installed on the Aircraft: (a) any appliance, part, component, module, navigation, avionic and communication equipment, computer, instrument, appurtenance, accessory, seat, furnishing and equipment of whatever nature (including the APU and Landing Gear but excluding a complete Engine) furnished with, installed on or appurtenant to the Airframe and Engines on Delivery; and (b) any other appliance, part, component, module, navigation, avionic and communication equipment, computer, instrument, appurtenance, accessory, furnishing or equipment of whatever nature (other than a complete Engine) title to which has, or should have, passed to Owner pursuant to this Agreement, but excludes any such items title to which has, or should have, passed to Lessee pursuant to Section 8.17(b) and any Lessee Installed Part. Permitted Lien (a) any Security Interest for Taxes not assessed or, if assessed, not yet due and payable, or being contested in good faith by appropriate proceedings; (b) any Security Interest of a repairer, mechanic, carrier, hangar keeper, unpaid seller or other similar lien arising in the ordinary course of business or by operation of law in respect of obligations which are not overdue in accordance with Applicable Law or are being contested in good faith by appropriate proceedings; and (c) any Lessor Lien; but only if, in the case of (a) and (b), (i) adequate reserves have been provided by Lessee for the payment of such Taxes or obligations in accordance with the Accounting Standard and (ii) such proceedings, or the continued existence of the Security Interest, do not give rise to any material risk of the sale, forfeiture or other loss of the Aircraft or any interest therein or of criminal liability on the part of Lessor, Owner or any Financing Party. Person any individual, corporation, partnership, limited liability company, limited liability partnership, joint venture,
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14 association, joint stock company, trust, unincorporated organization or Government Entity. Power of Attorney an irrevocable power of attorney by Xxxxxx in substantially the form attached as Exhibit C. PMA Part a non type-certificated Part whose design and/or manufacture has been accomplished by any entity other than the OEM and which has received parts manufacturer approval from an Aviation Authority. Prohibited Country any state, country or jurisdiction to which the export and/or operation of the Aircraft is prohibited or restricted under any Sanctions. Prohibited Person any Person: (a) with whom Owner, Lessor, Lessee or any Financing Party is prohibited or restricted by any Sanctions from engaging in trade or business; or (b) that is located, organized or resident in a Prohibited Country. Purchase Agreement the Purchase Agreement dated on or about the date hereof between Lessor, as Purchaser, and Seller, pursuant to which Lessor agreed to purchase the Aircraft from Seller, and following the perfection of which the title to the Aircraft is acquired by the Purchaser representing a condition precedent for commencing the leasing under Section 4.4 of the present Agreement. Purchaser Lessor QEC quick engine change, as defined by the applicable Manufacturer. Redelivery Check as defined in Schedule 3. Redelivery Location such location in Western Europe as is mutually acceptable to Lessor and Lessee. Reimbursable Expenses collectively, Airframe Reimbursable Expenses, APU Reimbursable Expenses, Engine Reimbursable Expenses, Engine LLP Reimbursable Expenses and Landing Gear Reimbursable Expenses. Related Agreements as defined in Section 13.1(e)(iv).
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15 Rent collectively, Basic Rent, Additional Rent and Supplemental Rent. Rent Date the Delivery Date and the corresponding day of each calendar month during the Term or, for any calendar month that does not have a corresponding day, the last day of such calendar month. Rental Period each period ascertained in accordance with Section 5.2. Return the return of the Aircraft by Lessee to Lessor at the Redelivery Location in the condition and manner required by Section 12 and Schedule 3 and the other provisions of this Agreement. Return Certificate the final return certificate to be delivered by Lessor to Lessee pursuant to Schedule 3, substantially in the form attached as Exhibit F. Sanctions any economic, trade sanctions or export control, laws, regulations, embargoes, prohibitions or restrictive measures relating to doing business, investment, financing or exporting or otherwise making aircraft or other assets available (or any other activities similar to or connected with any of the foregoing) which are administered, enacted, enforced or imposed by the State of Registration, Habitual Base, United States of America, the United Kingdom, the United Nations Security Council, the European Union or any of its member states or any Government Entity of any of the foregoing. Scheduled Delivery Date August 15, 2024, or such other date mutually agreed by Xxxxxx and Lessee up through the Final Delivery Date with at least three (3) Business Days’ notice to Lessee. Scheduled Expiry Date December 31, 2027. Secured Liabilities as defined in Section 5.5(b)(i). Security Interest any security interest, mortgage, charge, pledge, lien, encumbrance, claim, assignment, lease, hypothecation, right of set off or other agreement or arrangement having the effect of creating a security interest. Seller Aurick One Limited Servicer Lessor any other Person as Lessor may from time to time notify Lessee in writing as being a servicer, sub-servicer or manager on behalf of Lessor for matters relating to this Agreement, any other Operative Document and/or the Aircraft. SRM the Airframe Manufacturer's structural repair manual.
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16 State of Organization the Republic of Bulgaria State of Registration the Republic of Bulgaria Subsidiary in relation to Lessee: (a) in relation to any reference to accounts, any company wholly or partially owned by Lessee and whose accounts are consolidated with the accounts of Lessee in accordance with accounting principles generally accepted under accounting standards of the State of Organization; and (b) for any other purpose, an entity from time to time: (i) of which Lessee has direct or indirect control or of which Lessee owns directly or indirectly more than 50% of the voting share capital; or (ii) which is a direct or indirect subsidiary of Lessee under the laws of the jurisdiction of its incorporation and “Subsidiaries” means all of them collectively. Supplemental Rent all amounts, liabilities and obligations (other than Basic Rent and Additional Rent) that Lessee is obligated to pay under this Agreement or any other Operative Document to Lessor or any other Person, including payment of deposits, indemnities and the Agreed Value. Tax Affiliate (a) in the case of a Person which is, or is treated as, a partnership or a disregarded entity in connection with any Tax, each partner, member or other beneficial owner of such Person; and (b) in the case of any partner, member or other beneficial owner of such Person which itself is, or is treated as, a partnership or a disregarded entity in connection with any Tax, each partner, member or other beneficial owner of such partnership or disregarded entity. Tax Indemnitees Owner, Lessor, Servicer, each Financing Party, the respective successors and assigns of such Persons and their respective Tax Affiliates. Taxes all present and future taxes, levies, imposts, duties or charges in the nature of taxes, whatsoever and wherever imposed, including customs duties, value added taxes or similar taxes and any franchise, transfer, sales, use, business, occupation, excise, personal property, stamp or other tax or duty imposed
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17 by any national or local taxing or fiscal authority or agency, together with any withholding, penalties, additions to tax, fines or interest thereon or with respect thereto. Term the period commencing on the Delivery Date and ending on the Expiry Date or any later date pursuant to Paragraph 2(b) of Schedule 3. Third Party Engine any engine, title to which is either held by Xxxxxx (which title may be subject to a Security Interest in favor of an unrelated third party) or held by an unrelated third party (in the case in which such engine is leased or conditionally sold to Lessee). Total Loss with respect to the Aircraft: (a) the actual, arranged or constructive total loss of the Aircraft (including any damage to the Aircraft which results in an insurance settlement on the basis of a total loss, or requisition for use or hire which results in an insurance settlement on the basis of a total loss); (b) the Aircraft being destroyed, damaged beyond repair or permanently rendered unfit for normal use for any reason whatsoever; (c) the requisition of title, or other compulsory acquisition, capture, seizure, deprivation, confiscation or detention for any reason of the Aircraft by the government of the State of Registration (whether de jure or de facto), but excluding requisition for use or hire not involving requisition of title; or (d) the hijacking, theft, disappearance, condemnation, confiscation, seizure or requisition for use or hire of the Aircraft which deprives any Person permitted by this Agreement to have possession and/or use of the Aircraft for the lesser of 60 consecutive days and the end of the Term. Total Loss Date (a) in the case of an actual total loss, the actual date on which the loss occurs or, if such date is unknown, the day on which the Aircraft was last heard of; (b) in the case of any of the events described in sub paragraph (a) of the definition of "Total Loss" (other than an actual total loss), the earlier of (i) 30 days after the date on which notice claiming such total loss is given to the relevant insurers and (ii) the date on which such loss is admitted or compromised by the insurers;
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22 Condition, and Lessor and Xxxxxx shall execute and deliver to each other the Certificate of Delivery Condition and the Certificate of Acceptance. Delivery of the executed Certificate of Acceptance to Lessor shall constitute "Delivery" for all purposes of this Agreement. (c) On and from Delivery, the Aircraft shall be in every respect at the sole risk of Lessee, which shall bear all risk of loss, theft, damage or destruction to the Aircraft from any cause whatsoever. (d) On or concurrent with Delivery, Lessee shall take all actions necessary to cause the Aircraft to remain registered with the Aviation Authority and permit the operation of the Aircraft by Lessee in its normal passenger and/or cargo operations, including, if required and to the extent it is applicable, causing this Agreement and the Certificate of Acceptance to be registered with the Aviation Authority. 4.6 Exclusion UPON EXECUTION OF THE CERTIFICATE OF ACCEPTANCE, THE AIRCRAFT IS ACCEPTED BY LESSEE "AS IS, WHERE IS WITH ALL FAULTS" (EXCEPT FOR THE DISCREPANCIES, IF ANY, LISTED IN ANNEX 2 OF THE CERTIFICATE OF DELIVERY CONDITION) AND LESSEE AGREES AND ACKNOWLEDGES THAT LESSOR SHALL HAVE NO LIABILITY IN RELATION TO, AND LESSOR HAS NOT AND SHALL NOT BE DEEMED TO HAVE MADE OR GIVEN, ANY CONDITIONS, WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE AIRCRAFT, INCLUDING IN RESPECT OF: (a) THE DESCRIPTION, AIRWORTHINESS, MERCHANTABILITY, FITNESS FOR ANY USE OR PURPOSE, VALUE, CONDITION, PERFORMANCE OR DESIGN OF THE AIRCRAFT OR ANY PART OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP OR THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE; OR (b) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM LESSOR'S NEGLIGENCE, ACTUAL OR IMPUTED (BUT EXCLUDING ANY SUCH OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT WHICH ARISES FROM LESSOR'S FRAUD, GROSS NEGLIGENCE OR WILFUL MISCONDUCT); OR (c) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO THE AIRCRAFT OR FOR ANY LIABILITY OF LESSEE TO ANY THIRD PARTY. 4.7 Lessee's Waiver LESSEE HEREBY WAIVES, AS BETWEEN ITSELF AND LESSOR, ALL ITS RIGHTS IN RESPECT OF ANY CONDITION, WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, ON THE PART OF LESSOR AND ALL CLAIMS AGAINST LESSOR HOWSOEVER AND WHENEVER ARISING AT ANY TIME IN RESPECT OF OR OUT OF THE CONDITION, OPERATION OR PERFORMANCE OF THE AIRCRAFT OR THIS AGREEMENT.
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24 the Basic Rent Amount obtained by dividing the Basic Rent Amount by 30 and multiplying the result by the number of days elapsed from, and including, the last Rent Date to, and including, the Expiry Date. Subject to the absence of any ongoing Default or Event of Default under this Agreement, during the Rental Periods from October 2024 through March 2025, Lessee shall remit fifty percent (50%) of the Basic Rent Amount, with the remaining fifty percent (50%) to be paid in equal monthly installments over six (6) months in the Rental Periods from April 2025 through September 2025, in addition to Lessee submitting the full Basic Rent Amount. This high-low payment structure shall be applicable throughout the Term and the payment amounts and dates shall be as set forth in the Table of Basic Rent Payments in Schedule 5. 5.4 Additional Rent (a) Amount: On the 10th day of each calendar month, Lessee will provide Lessor with a report of the previous month’s utilization of the Aircraft in a form satisfactory to Lessor. Lessee shall pay Additional Rent to Lessor in respect of utilization of the Aircraft in each calendar month (or portion thereof) during the Term on or before the 15th day following the end of that calendar month (but not later than the date of Return for the last full calendar month of the Term and the portion of the calendar month in which the Return occurs) as follows: (i) in respect of the Airframe, Lessee shall pay (A) the Airframe 6Y Additional Rent Rate for that calendar month ("Airframe 6Y Additional Rent"); (B) the Airframe 12Y Additional Rent Rate for that calendar month ("Airframe 12Y Additional Rent"); (i) in respect of each Engine, Lessee shall pay the Engine Additional Rent Rate for that calendar month ("Engine Additional Rent"); (ii) in respect of each Engine, Lessee shall pay the Engine LLP Additional Rent Rate for that calendar month ("Engine LLP Additional Rent"); (iii) in respect of the Landing Gear, Lessee shall pay the Landing Gear Additional Rent Rate for that calendar month ("Landing Gear Additional Rent"); and (iv) in respect of the APU, Lessee shall pay the APU Additional Rent Rate for that calendar month ("APU Additional Rent"). (b) Adjustment: The Additional Rent rates set forth in Section 5.4(a) shall be adjusted as follows: (i) the Airframe 6Y Additional Rent Rate, the Airframe 12Y Additional Rent Rate, the Engine Additional Rent Rate, the Landing Gear Additional Rent Rate and the APU Additional Rent Rate are based on January 2024 Dollars and each such rate as otherwise adjusted by this Section 5.4(b) shall be
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27 payment (or increased payment) pursuant to Section 5.7, 5.9 or 5.11 or shall have indemnified such Tax Indemnitee pursuant to Section 5.8(a), or in respect of the occurrence or transaction which gave rise to such payment or indemnification, and such Tax savings shall not have been taken into account previously in calculating any indemnity payment made by Lessee, then such Tax Indemnitee shall, to the extent that it can do so without prejudice to the retention of the relevant savings and subject to Lessee's obligations to repay such amount to such Tax Indemnitee if the relevant savings are subsequently disallowed or canceled, pay to Lessee such amount as such Tax Indemnitee shall in its opinion have concluded to be the amount of such Tax savings (together with, in the case of a refund, any interest received thereon); provided, that such Tax Indemnitee shall not be obliged to make any payment to Lessee pursuant to this Section 5.8(b) to the extent that the amount of any Tax savings in respect of which such payment is to be made would exceed the aggregate amount of all prior payments made by Lessee to, on behalf of or as indemnification of such Tax Indemnitee under this Agreement for Taxes less the amount of all prior payments made pursuant to this Section 5.8(b) in respect of such Tax savings. Lessee acknowledges that nothing contained in this Section 5.8(b) shall interfere with the right of any Tax Indemnitee to arrange its tax affairs in whatsoever proper manner it thinks fit (or give Lessee any right to investigate, or impose any obligation on any Tax Indemnitee to disclose, the same) and, in particular, no Tax Indemnitee shall be under any obligation to claim any Tax savings in priority to any other savings available to it; provided, that subject to the foregoing Lessor shall, and shall ensure that all Tax Indemnitees shall, use reasonable diligence to realize Tax savings as described above. 5.9 Value Added Tax (a) For purposes of this Section 5.9, "VAT" means value added tax and any goods and services, sales or turnover tax, imposition or levy of a similar nature, and "supply" includes anything on or in respect of which VAT is chargeable. (b) Lessee shall pay each Tax Indemnitee or the relevant taxing authority, as the case may be, the amount of any VAT chargeable in respect of any supply for VAT purposes under the Operative Documents. (c) Each amount stated as payable by Lessee under the Operative Documents is exclusive of VAT (if any), and if VAT is payable in respect of any amount payable by Lessee under the Operative Documents, Lessee shall pay all such VAT and shall indemnify each Tax Indemnitee against any claims for the same, and where appropriate Lessee shall increase the payments that would otherwise be required to be made under the Operative Documents so that such Tax Indemnitee is left in the same position as it would have been had no VAT been payable. Lessee shall provide evidence to Lessor, if available, in respect of payment of any VAT paid by Lessee with respect to the Operative Documents. 5.10 Information If Lessee is required by any Applicable Law, or by any third party, to deliver any report or return in connection with any Taxes, then Lessee shall duly complete the same and, in particular, shall not state therein that any Person other than Lessee is responsible for the use and operation of the Aircraft and for the Taxes (other than Non-Indemnified Taxes) arising therefrom, and Lessee shall, on request, supply a copy of the report or return to any Tax Indemnitee. If Lessee requires any information or cooperation from any Tax Indemnitee in order to satisfy its obligations as set forth above, such Tax Indemnitee shall
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29 (a) that such Tax Indemnitee considers, in its reasonable discretion, may prejudice it; or (b) that such Tax Indemnitee reasonably considers does not have a reasonable prospect of success; or (c) for which Lessee has not made adequate provision to the reasonable satisfaction of such Tax Indemnitee in respect of the expense concerned; or (d) that gives rise to any material risk of the Aircraft or any interest of any Tax Indemnitee in the Aircraft being sold, forfeited or otherwise lost, or of criminal liability on the part of any Tax Indemnitee. If any Tax Indemnitee, in accordance with the foregoing, determines to pay such Taxes and seek a refund, Lessee shall either pay such Taxes on such Tax Indemnitee's behalf and pay such Tax Indemnitee any amount due with respect to such payment or shall promptly reimburse such Tax Indemnitee for such Taxes. If any Tax Indemnitee shall obtain a refund of all or any part of such Taxes paid by Lessee, such Tax Indemnitee shall pay Lessee the amount of such refund; provided, that such amount shall not be payable before such time as Lessee shall have made all payments or indemnities to any Tax Indemnitee then due with respect to Taxes and so long as no Default has occurred and is continuing. If in addition to such refund any Tax Indemnitee shall receive an amount representing interest, attorneys' fees or any other amount with respect to such refund, Lessee shall be paid that proportion of such interest, attorneys' fees or any other amount which is fairly attributable to the Taxes paid by Lessee prior to the receipt of such refund. No Tax Indemnitee shall enter into a settlement or other compromise with respect to, or otherwise concede, any claim by a taxing authority on account of Taxes being contested by Lessee pursuant to this Section 5.13 without the written consent of Lessee, which consent shall not be unreasonably withheld, unless either (x) a Default has occurred and is continuing or (y) such Tax Indemnitee waives its right to be indemnified by Lessee with respect to such claim (but not with respect to any future claims). 5.14 Absolute Lessee's obligations under this Agreement are absolute and unconditional irrespective of any contingency whatsoever, including: (a) any right of offset, counterclaim, recoupment, reduction, defense or other right which either party to this Agreement may have against the other; (b) any unavailability of the Aircraft for any reason, including a requisition of the Aircraft or any prohibition or interruption of, interference with or other restriction against Xxxxxx's use, operation or possession of the Aircraft; (c) 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 for any particular use or trade, or for registration or documentation under the laws of any relevant jurisdiction, or any Total Loss in respect of or any damage to the Aircraft; (d) any insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceedings by or against Lessor or Lessee;
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32 Lessor wishes to exclude a maintenance organization from being an Agreed Maintenance Performer, Lessor shall discuss such request with Xxxxxx, both parties acting reasonably. At the request of Xxxxxx, Lessor shall consult in good faith with Lessee regarding any organizations excluded by Lessor pursuant to this Section. 7. Lessor's Covenants 7.1 Quiet Enjoyment Provided no Event of Default shall have occurred and be continuing, Lessor shall not interfere with the quiet use, possession and enjoyment of the Aircraft by Lessee in accordance with the terms of this Agreement throughout the Term, but the exercise by Lessor of its rights under or in respect of this Agreement shall not constitute such an interference. 7.2 Lessor's Maintenance Contribution (a) Airframe Reimbursable Expenses: (i) Lessee's Actual Cost incurred in completing an Airframe 6Y Structural Check on the Airframe during the Term, including all routine and non-routine Airframe 6Y Structural Check tasks (or the equivalent thereof), but not including the cost of repairs caused by Lessee’s faulty maintenance or installation, improper operations, abuse, neglect or misuse or the cost of modifications, interior reconfiguration, the accomplishment of ADs and any overhaul of time controlled components accomplished during the Airframe 6Y Structural Check except such as are part of the tasks included at such Airframe 6Y Structural Check interval, shall constitute "Airframe 6Y Reimbursable Expenses". (ii) Upon the completion of an Airframe 6Y Structural Check on the Airframe during the Term, Lessee shall, within four months of such accomplishment, present written evidence to Lessor as to the completion of such Airframe 6Y Structural Check and the amount of the Airframe 6Y Reimbursable Expenses for approval by Lessor. Such evidence shall include a full hardcopy or digital copy of the entire maintenance event and a list of all routine and non-routine work cards with corresponding references to the MPD and an itemized labor and materials report. Upon receipt of such written evidence, and provided there then exists no Event of Default, Lessor shall pay to Lessee (in the case where Lessee performed the work or upon proof that Lessee has paid the independent repair facility that performed such work) or to the independent repair facility performing such work if directed in writing by Xxxxxx and upon receipt of written confirmation from such repair facility that it shall apply such payments solely against the costs due for such Airframe 6Y Structural Check, an amount equal to the lesser of (1) the Airframe 6Y Reimbursable Expenses or (2) an amount equal to (x) all Airframe 6Y Additional Rent previously paid by Lessee under this Agreement as of the date of completion of the Airframe 6Y Structural Check, minus (y) all previous payments by Lessor under this Section 7.2(a)(ii).
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33 (iii) Lessee's Actual Cost incurred in completing an Airframe 12Y Structural Check on the Airframe during the Term, including all routine and non-routine Airframe 12Y Structural Check tasks (or the equivalent thereof), but not including the cost of repairs caused by Lessee’s faulty maintenance or installation, improper operations, abuse, neglect or misuse or the cost of modifications, interior reconfiguration, the accomplishment of ADs and any overhaul of time controlled components accomplished during the Airframe 12Y Structural Check except such as are part of the tasks included at such Airframe 12Y Structural Check interval, shall constitute "Airframe 12Y Reimbursable Expenses". (iv) Upon the completion of an Airframe 12Y Structural Check on the Airframe during the Term, Lessee shall, within four months of such accomplishment, present written evidence satisfactory to Lessor as to the completion of such Airframe 12Y Structural Check, the workscope of such Airframe 12Y Structural Check and the amount of the Airframe 12Y Reimbursable Expenses for approval by Lessor. Such evidence shall include a full hardcopy or digital copy of the entire maintenance event and a list of all routine and non-routine work cards with corresponding references to the MPD and an itemized labor and materials report. Upon receipt of such written evidence, and provided there then exists no Default or Event of Default, Lessor shall pay to Lessee (in the case where Lessee performed the work or upon proof that Lessee has paid the independent repair facility that performed such work) or to the independent repair facility performing such work if directed in writing by Xxxxxx and upon receipt of written confirmation from such repair facility that it shall apply such payments solely against the costs due for such Airframe 12Y Structural Check, an amount equal to the lesser of (1) the Airframe 12Y Reimbursable Expenses or (2) an amount equal to (x) all Airframe 12Y Additional Rent previously paid by Lessee under this Agreement as of the date of completion of the Airframe 12Y Structural Check, minus (y) all previous payments by Lessor under this Section 7.2(a)(iv). (b) Engine Reimbursable Expenses: (i) Lessee's Actual Cost incurred in completing an Engine Shop Visit of an Engine during the Term in accordance with the Approved Maintenance Program, excluding any cost to the extent incurred in respect of foreign object damage, ingestion, accident, Xxxxxx’s faulty maintenance or installation, abuse, neglect or misuse, elective parts replacement (except to the extent ordinarily accomplished during such maintenance or overhaul) which is reimbursable by a claim under the Engine Manufacturer's warranties or by insurance (but including deductibles for purposes of this provision), shall constitute "Engine Reimbursable Expenses". For the avoidance of doubt, Engine Reimbursable Expenses shall not include any late charges, mark ups, interest, freight charges, handling fees or similar charges associated with the export, import or shipping of such Engine. (ii) Upon accomplishment of any Engine Shop Visit for an Engine during the Term, Lessee shall, within four months of such accomplishment, present written evidence satisfactory to Lessor as to the completion of such Engine
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35 Lessee has paid the independent repair facility that performed such work) or to the independent repair facility performing such work if directed in writing by Xxxxxx and upon receipt of written confirmation from such repair facility that it shall apply such payments solely against the costs due for such Engine Shop Visit, an amount equal to the lesser of (1) the Engine LLP Reimbursable Expenses with respect to such Replacement LLP or (2) all Engine LLP Additional Rent previously paid by Lessee with respect to such Engine LLP as of the date of completion of the Engine Shop Visit minus all previous payments by Lessor under this Section 7.2(c)(ii) with respect to such Engine LLP. (d) Landing Gear Reimbursable Expenses: (i) Lessee's Actual Cost incurred in completing a Landing Gear Overhaul during the Term in accordance with the Approved Maintenance Program, excluding a Landing Gear Overhaul caused by Xxxxxx’s faulty maintenance or installation, abuse, neglect or misuse or covered by Manufacturer's service bulletins or which is reimbursable by a claim under the Manufacturer's warranties or by insurance (but including deductibles for purposes of this provision), shall constitute "Landing Gear Reimbursable Expenses". (ii) Upon accomplishment of a Landing Gear Overhaul during the Term in accordance with the Approved Maintenance Program, Lessee shall, within four months of such accomplishment, present written evidence satisfactory to Lessor as to the completion of such Landing Gear Overhaul, including a full hardcopy or digital copy of the entire maintenance event, and the amount of Landing Gear Reimbursable Expenses for approval by Lessor. Upon receipt of such written evidence, and provided there then exists no Default or Event of Default, Lessor shall pay to Lessee (in the case where Lessee performed the work or upon proof that Lessee has paid the independent repair facility that performed such work) or to the independent repair facility performing such work if directed in writing by Xxxxxx and upon receipt of written confirmation from such repair facility that it shall apply such payments solely against the costs due for such Landing Gear Overhaul, an amount equal to the lesser of (1) the Landing Gear Reimbursable Expenses or (2) an amount equal to (x) all Landing Gear Additional Rent previously paid by Lessee pursuant to this Agreement as of the date of completion of the Landing Gear Overhaul, minus (y) all previous payments by Lessor under this Section 7.2(d)(ii). (e) APU Reimbursable Expenses: (i) Lessee's Actual Cost incurred in completing an APU Basic Shop Visit of the APU during the Term in accordance with the Approved Maintenance Program, but excluding any APU Basic Shop Visit caused by foreign object damage, ingestion, Xxxxxx’s faulty maintenance or installation, abuse, neglect, misuse, elective parts replacement (except to the extent ordinarily accomplished during such APU Basic Shop Visit), the cost of modifications, the accomplishment of Manufacturer's service bulletins or ADs, or costs
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40 (b) not use the Aircraft in any manner contrary to any requirements of the Aviation Authority or any applicable Manufacturer, contrary to any rule or regulation of the Aviation Authority or for any purpose for which the Aircraft is not designed or reasonably suitable; (c) ensure that the crew and engineers employed by it in connection with the operation and maintenance of the Aircraft have the qualifications and hold the licenses required by the Aviation Authority and Applicable Law; (d) use the Aircraft solely in commercial or other operations for which Lessee is duly authorized by the Aviation Authority and Applicable Law; (e) not knowingly use the Aircraft (or use the Aircraft when Lessee ought reasonably to have known that it was being so used) for the carriage of: (i) whole animals, living or dead, except in the cargo compartments according to IATA regulations, and except domestic pet animals carried in a suitable container to prevent the escape of any liquid and to ensure the welfare of the animal; (i) acids, toxic chemicals, mercury, other corrosive materials, explosives, nuclear fuels, nuclear wastes or any nuclear assemblies or components, except for dangerous goods in accordance with Lessee’s dangerous goods permits or as permitted for cargo aircraft under the "Restriction of Goods" schedule issued by IATA from time to time and provided that all the requirements for packaging or otherwise described therein are fulfilled; (ii) any other goods, materials or items of cargo which could reasonably be expected to cause damage to the Aircraft and which would not be adequately covered by the Insurances; or (iii) any illegal item or substance; (f) not utilize the Aircraft for purposes of training, qualifying or re-confirming the status of cockpit personnel except for the benefit of Lessee's cockpit personnel, and then only if the use of the Aircraft for such purpose is not disproportionate to the use for such purpose of other aircraft of the same type operated by Lessee; (g) obtain and maintain in full force all certificates, licenses, permits and authorizations required for the use and operation of the Aircraft for the time being, and for the making of payments required by, and the compliance by Lessee with its other obligations under, this Agreement; (h) not change the location of the Habitual Base of the Aircraft without the prior written consent of Lessor not to be unreasonable withheld or conditioned; and (i) not (other than for bona fide safety reasons) operate, or permit to be operated, the Aircraft to, from or in any Excluded Geographic Area nor any Prohibited Country, in violation of Sanctions or in a manner that would cause Lessor, Owner, Servicer or Financing Parties (provided their identity has been notified by Lessor to Lessee in writing) to breach Sanctions.
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42 (iv) nothing shall affect the perfection of the interests of the Indemnitees in respect of the Aircraft or under this Agreement, the other Operative Documents or the Financing Documents, (v) the rights of the sublessee under the sublease agreement shall be expressly subject and subordinate to this Agreement, the other Operative Documents, the Financing Documents and to the respective rights, title and interest of Lessor, Owner and the Financing Parties, in the Aircraft and the subleasing of the Aircraft under the sublease agreement shall terminate simultaneously upon the termination of leasing of the Aircraft under this Agreement (and in no case shall the subleasing extend beyond the Expiry Date), (vi) the sublessee shall redeliver the Aircraft to Lessor upon notification from Lessor that an Event of Default has occurred and that, as a result thereof, Lessor has terminated the leasing of the Aircraft pursuant to this Agreement, (vii) Lessee shall remain fully liable and responsible for performing, and procuring the observance of and compliance with, all of its obligations under this Agreement (it being accepted by Lessor that performance by the sublessee of any obligation under this Agreement shall be equivalent to performance of that obligation by Lessee), (viii) the sublessee is not a Prohibited Person, (i) the sublease agreement shall be assigned to Lessor or a Financing Party (as designated in writing to Lessee by Lessor) as security pursuant to a security assignment agreement in a form satisfactory to Lessor, (ii) if applicable, Lessee shall cause the respective interests created by the sublease and Xxxxxx’s assignment of the sublease to be registered as “international interests” under the Cape Town Convention and shall obtain an IDERA in favor of Lessor (or any other party designated by Lessor) from the sublessee, (iii) sublessee shall be required to provide to Lessor an Incident/Accident Clearance Statement in respect of the period of the subleasing, (iv) Lessee shall not relinquish possession of any hard copy of any Aircraft Document without written permission of Lessor, and (v) Lessee shall reimburse and indemnify each of Lessor, Owner and each Financing Party on demand for all reasonable out-of-pocket expenses (including the fees of external counsel) incurred in connection with the review by each such Person of any sublease proposal or agreement (whether or not Xxxxxx’s consent to the sublease is ultimately given) and the implementation of any sublease. (b) with respect to the Aircraft, the Engines or any Part, to the applicable Manufacturers for testing or similar purposes, or to an Agreed Maintenance Performer for service, repair, maintenance or overhaul work or for alterations, modifications or additions to the extent required or permitted by this Agreement;
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44 of this Agreement or Owner as owner of the Aircraft and Lessor as lessor under this Agreement, or the validity, enforceability or priority of any Financing Security Document notice of which has been given to Lessee or which would be likely to expose Owner, Lessor or any Financing Party whose identity has been notified in writing to Lessee to any criminal or civil liability; (b) on all occasions when the ownership of the Aircraft, any Engine or any Part is relevant, make clear to third parties that title is held by Owner and is subject to any Financing Security Document notice of which has been given to Lessee; (c) not at any time: (i) represent or hold out Owner, Lessor or any Financing Party as carrying goods or passengers on the Aircraft or as being in any way connected or associated with any operation or carriage (whether for hire or reward or gratuitously) which may be undertaken by Lessee; or (ii) pledge the credit of Owner, Lessor or any Financing Party; (d) ensure that there is always affixed, and not removed or in any way obscured, a fireproof plate (having dimensions of not less than 6 in. x 4 in.) in a reasonably prominent position on the Aircraft with the following legend: "This Aircraft (MSN [*******]) is owned by CASP Leasing I, LLC" or such other legend as requested by Lessor in writing from time to time; (e) ensure that there is always affixed on each Engine, and not removed or in any way obscured, a fireproof plate in a prominent position near such Engine's data plate with the following legend: "This Engine (ESN [Insert esn]) is owned by CASP Leasing I, LLC" or such other legend as requested by Lessor in writing from time to time; (f) not create or permit to exist any Security Interest upon the Aircraft, any Engine or any Part, except Permitted Liens and shall promptly take, or cause to be taken, such actions as may be necessary to discharge any such Security Interest (other than Permitted Liens) that may at any time arise, exist or be levied upon the Aircraft, any Engine or Part; (g) not do or permit to be done anything which may reasonably be expected to expose the Aircraft, any Engine or any Part to penalty, forfeiture, impounding, detention, appropriation, damage or destruction and, without prejudice to the foregoing, if any such penalty, forfeiture, impounding, detention, appropriation, damage or destruction occurs, give Lessor notice and use its best reasonable efforts to procure the immediate release of the Aircraft, such Engine or such Part, as the case may be; (h) not abandon the Aircraft, any Engine or any Part; (i) pay and discharge or cause to be paid and discharged when due and payable or make adequate provision by way of security or otherwise for all debts, damages, claims and
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45 liabilities which have given or might reasonably be expected to give rise to a Security Interest over or affecting the Aircraft, any Engine or any Part; and (j) not attempt, or hold itself out as having any power, to sell, lease or otherwise dispose of the Aircraft, any Engine or any Part other than as expressly permitted by this Agreement. 8.8 Business of Lessee Lessee shall: (a) not make any substantial change in the nature of the business in which it is engaged if such change could reasonably be expected to have a material adverse effect on the financial condition of Lessee or on the ability of Lessee to perform its obligations under the Operative Documents; (b) preserve its corporate existence, and shall not merge or consolidate with any Person, or sell all or substantially all of its assets to any Person, unless the successor Person resulting from such merger or consolidation or purchasing all or substantially all of Lessee's assets (in each event, the "Successor"): (i) is a Person incorporated, formed or organized under the laws of the State of Organization, any state or province of the United States of America or the Dominion of Canada, a member of the European Union, the United Kingdom, Israel, or another jurisdiction consented to in writing by Lessor (such consent not to be unreasonably withheld); (ii) has a net worth immediately after such merger, consolidation or purchase of Lessee's assets that is not less than Lessee's net worth immediately prior to such transaction; (iii) is authorized under Applicable Law to perform Lessee's obligations under the Operative Documents to the same extent as Lessee; (iv) delivers to Lessor an agreement in form and substance reasonably satisfactory to Lessor containing an assumption by the Successor of Xxxxxx's representations and warranties under this Agreement, together with the due and punctual performance of all of Lessee's obligations under the Operative Documents; and (v) delivers to Lessor an opinion of counsel reasonably satisfactory in form and substance to Lessor covering the Operative Documents and the agreement referred to in Section 8.8(b)(iv) above; and (c) not at any time be a Prohibited Person or be owned (whether in whole or in part) or controlled by or acting directly or indirectly on behalf of or for the benefit of a Prohibited Person, nor shall any officer, director, manager, employee or Affiliate of Lessee be a Prohibited Person.
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47 8.11 Maintenance and Repair Lessee shall: (a) keep the Aircraft airworthy in all respects and in good repair and condition, and carry out all maintenance in accordance with the Approved Maintenance Program; (b) maintain the Aircraft in accordance with the EASA requirements and all rules and regulations of the Aviation Authority as are applicable to passenger aircraft of the same type as the Aircraft, and maintain the Aircraft so as to comply at all times with the type certificate specification and data sheets for the Aircraft; (c) maintain the Aircraft in accordance with the Approved Maintenance Program through Agreed Maintenance Performers and perform (at the respective intervals provided in the Approved Maintenance Program) all Major Checks and lesser checks, and in respect of each Major Check, (i) Lessor shall be notified by Lessee reasonably in advance of the commencement of the Major Check, including as to the Agreed Maintenance Performer and for Lessor's review of the workscope, (ii) Lessor shall be entitled to have representatives present during the performance of the Major Check to review all aspects of such performance, including the workscope thereof and (iii) if required by the Agreed Maintenance Performer, Lessee shall give written authorization to the Agreed Maintenance Performer granting Lessor and its representatives full access to the Major Check and all documents and correspondence generated during and as a result of the Major Check, subject to the Agreed Maintenance Performer’s rules and procedures. (d) advise Lessor in writing of all material changes to the Approved Maintenance Program with Lessor retaining its right to review any introduced changes that may have impact on Major Checks interval and definition and amend the related associated Additional Rent Rate accordingly; (e) comply with all mandatory inspection and modification requirements, ADs and similar requirements applicable to the Aircraft, any Engine or Part having a compliance date on or before the Expiry Date and that are required by the Aviation Authority or EASA; (f) comply with all Applicable Law and the regulations of the Aviation Authority and any other Government Entities with jurisdiction over Lessee or the Aircraft, any Engine or Part that relate to the maintenance, condition, use or operation of the Aircraft or require any modification or alteration to the Aircraft, any Engine or Part; (g) maintain in good standing a certificate of airworthiness for the Aircraft in the appropriate category for the nature of the operations of the Aircraft issued by the Aviation Authority, and provide a copy to Lessor at any time on request; (h) if required by the Aviation Authority, maintain a current certification as to maintenance issued by or on behalf of the Aviation Authority in respect of the Aircraft and provide a copy to Lessor at any time on request; (i) perform each Engine Shop Visit (or cause each Engine Shop Visit to be performed) consistent with the Engine Manufacturer's recommendations set forth in the MPD, including in respect of the determination of target run times and the documentation of critical and critical influencing Parts;
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51 (ii) leased to or hired by Lessee pursuant to a lease or conditional sale agreement on a long term basis and on terms whereby Lessee has full operational control of that airframe or engine; or (iii) acquired or financed by Lessee and operated by Lessee, whether in connection with a lease, conditional sale agreement or Security Interest, on terms such that ownership of that airframe or engine, as the case may be, is vested in or held by any other Person; provided, that in the case of (ii) and (iii): (A) the terms of any such lease, conditional sale agreement or Security Interest shall not have the effect of prejudicing the respective title and interests of Owner and Lessor in and to that Engine or Part or the interest of any Financing Party in respect thereof under any Financing Security Document; (B) the lessor under such lease, the seller under such conditional sale agreement or the secured party of such Security Interest, as the case may be, has confirmed and acknowledged in writing, in form and substance satisfactory to Lessor, that it shall respect the respective rights, title and interests of Owner, Lessor and any Financing Party to and in that Engine or Part and that it shall not seek to exercise any rights whatsoever in relation thereto; and (C) Lessee shall have delivered to Lessor evidence satisfactory to Lessor of the matters set forth in clauses (A) and (B) above, which may be by written confirmation, in form and substance satisfactory to Lessor, from the applicable lessor, seller or secured party, or by Lessee providing a copy (certified as being true, correct and complete by Lessee) of the applicable provisions of the applicable lease, conditional sale agreement or security agreement. 8.15 Pooling of Engines and Parts Lessor acknowledges and accepts that Xxxxxx has entered into a Parts Pool Agreement relating to rotables with Lufthansa. The parts received from the Lufthansa pool shall not have been altered by DER. Title to such parts replaced upon installation shall be vested in the Lessor. Lessee shall not enter into nor permit any further pooling agreement or arrangement in respect of an Engine or Part without the prior written consent of Lessor except, so long as no Default has occurred and is continuing, for pooling agreements or arrangements satisfying the following conditions: (a) Lessee has entered into the pooling agreement or arrangement in the ordinary course of its airline business; (b) the other parties to the pooling agreement or arrangement are reputable, solvent commercial air carriers or the Manufacturers or regular suppliers of the Engine or Part (or other reputable, solvent organizations whose business includes the administration of and participation in such pooling agreements or arrangements);
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55 insurance markets for international air carriers operating aircraft of the same type as the Aircraft and who are similarly situated as Lessee. The Insurances shall be effected on a direct basis with insurers who normally participate in aviation insurances and led by reputable insurers. 9.2 Requirements Lessor's requirements as of the date of this Agreement as to Insurances are as specified in this Section 9 and in Schedule 4. Except for the amount of the Agreed Value, the Minimum Liability Coverage and the deductible under Xxxxxx's hull and war risk insurance policies, Lessor may from time to time stipulate such other requirements for the Insurances as Lessor reasonably considers necessary to ensure that the scope and level of cover is maintained in accordance with the then prevailing industry practice in relation to aircraft of the same type as the Aircraft and in relation to air carriers similarly situated as Lessee. In the event that Lessor makes any such stipulation, Lessor shall notify Lessee accordingly and Lessor and/or its brokers shall then consult in good faith with Xxxxxx and Xxxxxx's brokers (as for the time being approved by Lessor) with regard to such stipulation. Following the consultation, if Xxxxxx confirms that the stipulation should be made, Lessee shall then comply with the stipulated requirements. 9.3 Insurance Covenants Lessee shall: (a) ensure that all legal requirements as to insurance of the Aircraft, any Engine or any Part that may from time to time be imposed by the laws of the State of Registration or any jurisdiction to, from or over which the Aircraft may be flown, in so far as they affect or concern the operation of the Aircraft, are complied with and, in particular, those requirements compliance with which is necessary to ensure that: (i) the Aircraft does not become subject to detention or forfeiture; (ii) the Insurances remain valid and in full force and effect; and (iii) the interests of the Indemnitees in respect of the Insurances and the Aircraft, any Engine or any Part are not thereby prejudiced; (b) not use, cause or permit the Aircraft, any Engine or any Part to be used for any purpose or in any manner not covered by the Insurances or outside any geographical limit imposed by the Insurances; (c) comply with the terms and conditions of each policy of the Insurances and not do, consent or agree to any act or omission that: (i) invalidates or may reasonably be expected to invalidate the Insurances; (ii) renders or may reasonably be expected to render void or voidable the whole or any part of any of the Insurances; or (iii) brings any particular liability within the scope of an exclusion or exception to the Insurances;
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56 (d) not take out without the prior written approval of Lessor any insurance in respect of the Aircraft other than those of the type required under this Agreement unless relating solely to business interruption, engine break-down or deductible buy-down risk and, in each such case, when such insurance does not prejudice the Insurances required under this Agreement or the recovery by Owner, Lessor and/or any Financing Party (as the case may be) thereunder; provided, that Lessee may take out hull "all risks" and hull war and allied perils insurance in respect of the Aircraft in excess of the Agreed Value, but only to the extent that (i) such excess insurance does not exceed 10% of the Agreed Value and (ii) such excess insurance does not prejudice the Insurances required under this Agreement or the recovery by Owner, Lessor and/or any Financing Party (as the case may be) thereunder; (e) provide to Lessor copies of those documents evidencing the Insurances which Lessor may reasonably request, including, without limitation, certificates of insurance, certificates of reinsurance, insurance brokers' undertakings, and reinsurance broker's undertakings; (f) procure that all certificates of insurance, certificates of reinsurance, insurance brokers' undertakings and reinsurance brokers' undertakings that are provided to Lessor from time to time are in form and substance reasonably satisfactory to Lessor; (g) on request, provide to Lessor evidence that the Insurance premiums have been paid; (h) not make any modification or alteration to the Insurances material and adverse to the interests of any of the Indemnitees; (i) be responsible for any deductible under the Insurances; and (j) provide any other insurance related information, or assistance, in respect of the Insurances as Lessor may reasonably request. 9.4 Renewal of Insurances Lessee shall commence renewal procedures no later than 30 days prior to the expiration of any of the Insurances and provide to Lessor: (a) if requested by Lessor, a written status report of renewal negotiations 14 days prior to each expiration date; and (b) prior to each expiration date, a certificate of insurance and broker's letter of undertaking substantially in the form delivered to Lessor on the Delivery Date describing the renewal coverage and confirming the insurers' agreement to the specified insurance requirements of this Agreement, provided, however, that in the event that the certificate of insurance and broker's letter of undertaking are not provided to Lessor prior to an expiration date, Lessee shall procure that Xxxxxx's insurance broker and reinsurance broker (if applicable) notify Lessor prior to such expiration date that Lessee's insurances have been renewed on terms no less favorable to Lessor than the prior coverage and Lessee shall provide the applicable certificate of insurance and broker's letter of undertaking to Lessor no later than seven (7) days after such expiration date.
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58 (a) All insurance payments, up to the Agreed Value, received as the result of a Total Loss occurring during the Term shall be paid to Owner (unless or until Lessor notifies Lessee that said payments should be made to a specified Financing Party). (b) Any payment(s) of insurance proceeds in respect of any damage or loss to the Aircraft, any Engine or any Part occurring during the Term not constituting a Total Loss in an aggregate amount greater than the Damage Notification Threshold shall be paid to Owner (unless or until Lessor notifies Lessee that said payments should be made to a specified Financing Party) and applied in payment (or to reimburse Lessee) for repairs or replacement property upon Lessor being reasonably satisfied that the repairs or replacement have been or are being effected in accordance with this Agreement. Any payment of insurance proceeds in amounts less than the Damage Notification Threshold may be paid by the insurer directly to Xxxxxx. Any balance remaining (after application of proceeds in respect of repairs or replacement) shall be paid to or may be retained by Xxxxxx. (c) All insurance proceeds in respect of third party liability shall be paid to the relevant third party. (d) Notwithstanding the provisions of Sections 9.7(a) and (b), if at the time of the payment of any insurance proceeds as described by Sections 9.7(a) and (b) a Default has occurred and is continuing, all such proceeds shall be paid to or retained by Owner (unless or until Lessor notifies Xxxxxx that said payments should be made to a Financing Party) to be applied toward payment of any amounts that may be or become payable by Lessee in such order as Owner and Lessor see fit. In the event that Lessee remedies any such Default to the reasonable satisfaction of Lessor, then Lessor shall procure that all such insurance proceeds then held by Owner, Lessor or any Financing Party, as the case may be, in excess of the amounts (if any) applied by Owner, Lessor or any Financing Party, as the case may be, in accordance with this Section 9.7(d) shall be paid promptly to Lessee. 9.8 Aggregate Limits If any of the Insurances is subject to an aggregate annual or other periodic limit, and, by reason of any claims made thereunder during the course of the applicable period in respect of any property subject to such policy, the aggregate amount of coverage available thereunder in respect of the balance of such applicable period shall have been reduced: (a) Lessee shall forthwith notify Lessor of the amount of any such claim; and (b) Lessee shall not operate the Aircraft during the balance of such period either (i) without the prior written consent of Lessor or (ii) until Lessee has increased the aggregate limit under the relevant policy for such period to such amount as Lessor may reasonably require. 9.9 Form LSW555D Exclusions In this Section 9.9, the term "Uninsured Risks" shall mean the matters set out in the exclusions to form LSW555D (or any successor provision approved by Lessor) for chemical or biological weapons, "dirty bombs" and electromagnetic pulse weapons. If cover in respect of the Uninsured Risks is, or becomes, available in the leading international insurance markets at commercially reasonable rates (having reference to the
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59 extent to which such cover is commonly taken by international air carriers) Lessee shall, if requested by Lessor, obtain and maintain, or cause to be obtained and maintained, insurance cover for the Uninsured Risks to the fullest extent available in the leading international insurance markets. 10. Indemnity 10.1 General (a) Lessee shall defend, indemnify and hold harmless each of the Indemnitees for, from and against any and all claims, proceedings, losses, liabilities, suits, judgments, costs, expenses, penalties or fines (each a "Claim") regardless of when the same is made or incurred, whether during or after the Term (but not before): (i) that may at any time be suffered or incurred directly or indirectly as a result of or connected with possession, repossession, inspection, testing, delivery, performance, management, registration, deregistration, control, maintenance, condition, service, repair, overhaul, storage, leasing, subleasing, use, operation or return of the Aircraft, any Engine or Part (whether in the air or on the ground) whether or not the Claim may be attributable to any defect in the Aircraft, any Engine or any Part or to its design, testing, use or otherwise, and regardless of when the same arises or whether it arises out of or is attributable to any act or omission, negligent or otherwise, of any Indemnitee; (ii) that arise out of any act or omission that invalidates or that renders voidable any of the Insurances; or (iii) that may at any time be suffered or incurred as a consequence of any design, article or material in the Aircraft, any Engine or any Part or its operation or use constituting an infringement of patent, copyright, trademark, design or other proprietary right or a breach of any obligation of confidentiality owed to any Person. (b) Notwithstanding the provisions of Section 10.1(a), Lessee shall not have to indemnify an Indemnitee for any Claim to the extent that: (i) it arises directly as a result of the fraud, willful misconduct or gross negligence of any Indemnitee that needs to be substantiated by Lessee; (ii) it arises directly as a result of the breach by Lessor of its covenant of quiet enjoyment as set forth in Section 7.1; (iii) it arises directly as a result of a breach by any Indemnitee of its express obligations under any Operative Document or as a result of a representation or warranty given by such Indemnitee in an Operative Document not being true and correct at the date when, or when deemed to have been, given or made; (iv) it constitutes a cost or expense that is expressly required to be borne by Lessor in accordance with another provision of this Agreement;
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63 (a) the Basic Rent, Additional Rent and Supplemental Rent payable under this Agreement shall not be suspended or abated either in whole or in part, and Lessee shall not be released from any of its other obligations under this Agreement (other than operational obligations with which Lessee is unable to comply solely by virtue of the requisition); (b) so long as no Default has occurred and is continuing, Lessee shall be entitled to any compensation payable by the requisitioning authority in respect of the Term; (c) Lessee shall, as soon as practicable after the end of any such requisition (with the Term being extended if and to the extent that the period of requisition continues beyond the Scheduled Expiry Date), cause the Aircraft to be put into the condition required by this Agreement; and (d) Lessor shall be entitled to all compensation payable by the requisitioning authority in respect of any change in the structure, state or condition of the Aircraft arising during the period of requisition, and Lessor shall apply such compensation in reimbursing Lessee for the cost of complying with its obligations under this Agreement in respect of any such change; provided, that, if any Default has occurred and is continuing, Lessor may apply the compensation in or towards settlement of any amounts owing by Lessee under this Agreement. 12. Return Of Aircraft On the Expiry Date or termination of the leasing of the Aircraft under this Agreement, Lessee shall, unless a Total Loss has occurred, at its expense, return the Aircraft and Aircraft Documents to Lessor at the Redelivery Location in accordance with the procedures described in Schedule 3 and in a condition complying with Schedule 3, free and clear of all Security Interests and Permitted Liens (other than Lessor Liens). If it becomes unlawful for Lessee or Lessor to perform any of its material obligations under the Operative Documents, or any of the Operative Documents becomes wholly or partially invalid or unenforceable, then the affected party shall, as soon as reasonably practicable, notify the other party of such illegality. The parties shall then consult in good faith in order to restructure the transactions contemplated by this Agreement and the other Operative Documents in order to avoid or mitigate such illegality, and will, if possible, enter into substitute arrangements which are valid, legal and enforceable and which have the same commercial effect as this Agreement and the other Operative Documents. If no appropriate restructuring is possible, either party may, by notice in writing to the other, terminate the leasing of the Aircraft under this Agreement, such termination to take effect on the latest date on which Lessor or Lessee, as the case may be, may continue such leasing without being in breach of any law, and Lessee shall forthwith redeliver the Aircraft to Lessor subject to redelivery procedures set forth in this Agreement. 13. Default 13.1 Events Each of the following events shall constitute an Event of Default and shall be deemed a material breach and a repudiation of this Agreement by Xxxxxx:
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70 (iv) Lessee shall be satisfied that, pursuant to Applicable Law at the time of the transfer, Lessor will have no greater payment obligations, will not be subject to any increased cost, obligation or liability (financial or otherwise and including as to Tax) and will not suffer any diminution of any of its rights or remedies under this Agreement or the Operative Documents as a result of such assignment or transfer than Lessee would have had without such transfer; (v) the Transferee shall demonstrate, to Lessee’s reasonable satisfaction, that it has a net worth of no less than 8,000,000 (eight million) USD or that its obligations under the Operative Documents are guaranteed by a Person whose net worth is no less than 8,000,000 (eight million) USD; (vi) such Transfer shall not result in a change of State of Registration (unless otherwise agreed with Lessee); and (vii) on the Transfer date, Lessor and the Transferee shall enter into an agreement or agreements in which the Transferee confirms that it shall be deemed a party to this Agreement and agrees to be bound by all the terms of this Agreement, including, in particular, the covenant of quiet enjoyment, and to undertake all of the obligations of, Lessor contained in this Agreement arising on or after the time of the Transfer or due but not performed on the date of the Transfer. (c) Upon any Transfer by Lessor (other than an assignment for security purposes), the Transferee shall be deemed Lessor for all purposes of this Agreement, each reference in this Agreement to "Lessor" shall thereafter be deemed for all purposes to refer to the Transferee, and the transferor shall be relieved of all obligations of "Lessor" under this Agreement arising on or after the time of such Transfer. (d) Xxxxxx shall at the time of any Transfer, at the written request of Lessor and with Lessor reimbursing Lessee for Xxxxxx's reasonable and properly documented out-of-pocket costs and expenses: (i) execute and deliver to Lessor and to such Transferee an agreement, in form and substance satisfactory to Lessor, Lessee and such Transferee, dated the date of such Transfer, acknowledging such Transfer, and, in the case of a Transfer by Lessor, agreeing to pay all or such portion of the Basic Rent, Additional Rent and other payments under this Agreement to such Transferee (or its designee) as such Transferee shall direct and agreeing that such Transferee shall be entitled to rely on all representations and warranties made by Lessee in the Operative Documents or in any certificate or document furnished by Lessee in connection with the Operative Documents as though such Transferee was the original "Lessor" hereunder; (ii) deliver to Lessor and to such Transferee a certificate, signed by a duly authorized officer of Lessee, dated the date of such Transfer, to the effect that (A) no Event of Default has occurred and is continuing or, if one is then continuing, describing such Event of Default and (B) the representations and warranties set forth in Section 2.1 are true and correct as of such date;
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75 made upon such terms and conditions and subject to such regulations as Lessor in its absolute discretion thinks fit. 16.3 Appropriation If any sum paid or recovered in respect of the liabilities of Lessee under this Agreement or any Related Agreement is less than the amount then due, Lessor may apply that sum to amounts due under this Agreement or any Related Agreement in such proportions and order and generally in such manner as Lessor may determine. 16.4 Currency Indemnity (a) If Lessor receives an amount in respect of Lessee's liability under this Agreement or if such liability is converted into a claim, proof, judgment or order in a currency other than the currency in which the amount is expressed to be payable under this Agreement (the "contractual currency"): (i) Lessee shall indemnify Lessor, as an independent obligation, against any loss arising out of or as a result of such conversion; (ii) if the amount received by Lessor, when converted into the contractual currency (at the market rate at which Lessor is able on the relevant date to purchase the contractual currency in New York City with that other currency) is less than the amount owed in the contractual currency, Lessee shall, forthwith on demand, pay to Lessor an amount in the contractual currency equal to the deficit; and (iii) Lessee shall pay to Lessor on demand any exchange costs and Taxes payable in connection with the conversion. (b) Lessee waives, to the extent permitted by Applicable Law, any right it may have in any jurisdiction to pay any amount under this Agreement in a currency other than that in which it is expressed to be payable. 16.5 Payment by Lessor Lessor shall not be obligated to pay any amounts to Lessee under this Agreement so long as a Default exists under this Agreement until such Default has been cured. 16.6 Severability If a provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect: (a) the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or (b) the legality, validity or enforceability in any other jurisdiction of that or any other provision of this Agreement.
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79 (b) pursuant to any procedure for discovery of documents in any proceedings before any such court; (c) by Applicable Law; (d) for enforcement by either party hereto of its rights and remedies under the Operative Documents; or (e) in order to perfect any assignment of any assignable warranties. [signature page follows]
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80 IN WITNESS WHEREOF Xxxxxx and Xxxxxx have executed this Aircraft Lease Agreement on the date shown at the beginning of this Agreement. Electra Airways OOD By:________________________________ Name: Title:
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81 CASP LEASING I, LLC By: Contrail Aviation Support, LLC – Manager ________________________________ By: Xxxxxx X. Xxxx Title: CEO
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82 Schedule 1 – Description of Aircraft Part 1 - Aircraft Specification IDENTIFICATION Aircraft Model: AIRBUS MODEL A321-111 Serial Number: [*******] Date of Manufacture: 7th December 1999 WEIGHT DATA Maximum Taxi Weight: 89,400 kgs Maximum Takeoff Weight: 89,000 kgs Maximum Landing Weight: 75,500 kgs Maximum Zero Fuel Weight: 71,500 kgs CONFIGURATION Passenger Seats Types: Recaro BL3520 ENGINES Manufacturer CFM International, Inc. Model CFM56-5B1/P Serial Nos: [*******] and [*******] APU Manufacturer: APIC Model: APS 3200 Serial No: [*******]
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83 Schedule 1 – Description Of Aircraft Part 2 - Aircraft Documents Individual Aircraft and Engine Records: AIRCRAFT CERTIFICATES • Copy of Certificate of Airworthiness - latest issue • Copy of Current Aircraft Registration • Copy of Noise Certificate (included in Aircraft Flight Manual) • Certificate of Airworthiness for Export • Certificate of deregistration (end of lease) • Copy of the Radio License • Copy of the burn certificates (other than pax seats) AIRCRAFT MAINTENANCE STATUS • Certified current Time in Service (Flight Hours & Cycles) status covering Aircraft, Engines, APU and Landing Gear • Certified Aircraft Maintenance History. • Certified status of Airframe/Appliances Airworthiness Directives & supporting Dirty Fingerprint file • Certified Minor/Major Modification status & supporting Dirty Fingerprint file • Certified Engineering Order status & supporting Dirty Fingerprint file • Copy of All Supplemental Type Certificates, approvals and supporting data (not limited to ICA, Supplements, Drawings) applied to the aircraft. • Certified inventory of installed Hard-Time Components & supporting Dirty Fingerprint file • Certified inventory of installed OCCM equipment & supporting Dirty Fingerprint file for component installed during final 24 months of the Lease Term • Certified Summary of the approved maintenance program/ Last Done Next Due (including all MPD, SSI, CPCP, CMR and ALI applicable tasks) & supporting Dirty Fingerprint file • Certified Structural Repairs / Dent & Buckle status & supporting Dirty Fingerprint file • List of deferred maintenance items (if applicable) • Operator’s Accident and Incident Statement covering Aircraft, Engines, APU and Landing Gear • Operator’s Oil & Fluid Statement covering Aircraft, Engines, APU and Landing Gear. • Flight Data Recorder and Cockpit Voice Recorder Report • Aircraft Technical Logs • Copy of latest applicable LOPA, EEL and Loose Equipment List • Manufacturer Original Delivery Documentation • Certified Engine Maintenance/Movement History • Certified status of Airworthiness Directives of each Engine & supporting Dirty Fingerprint file • Certified status of Manufacturer Service Bulletin and Modification Status & supporting Dirty Fingerprint file
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84 • Certified Engine LLP Listing of each Engine and back to birth traceability • Certified LRU listing of each engine & supporting Dirty Fingerprint file, if not already and well identified within Airframe OCCM listing • Certified status of the Manufacturer Service Bulletin and Modification Status of each Engine. • Condition Monitoring Report (last 3 months) of each Engine. • Certified Thrust Rating statement, if not included into the Engine Maintenance/Movement History • Certified Manufacturer Deviation Status/Statement listing any incorporated approved deviation from AMM/ESM • Manufacturer Original Delivery Documentation • Certified APU Maintenance/Movement History • Certified status of Airworthiness Directives of each Engine & supporting Dirty Fingerprint file • Certified status of Manufacturer Service Bulletin and Modification Status & supporting Dirty Fingerprint file • Certified LLP Listings for APU and back to birth traceability. • Certified LRU listing of each engine & supporting Dirty Fingerprint file, if not already and well identified within Airframe OCCM listing • Manufacturer Original Delivery Documentation. • Certified Landing Gear Maintenance/Movement History for each Landing Gear • Certified LLP Listings for each Landing Gear and back to birth traceability • Aircraft Original Manufacturer Records MAINTENANCE RECORDS • Copies of all C Check packages performed • A Checks - Last complete cycle of A-Checks • C Checks - Last complete cycle of C-Checks • All Shop Visit Report(s) of each Engine, not limited to Engine Shop Release Minipack • Last Weight Report • Last Compass Swing Report • Last Borescope Report and a video copy (if available) of each Engine • Last Engine Ground Run / MPA Run • All Shop Visit Report (OH) of each Landing Gear • Last APU Borescope Inspection Report and video (if available) • All APU Shop Visit Report MANUALS • Equipment List and CDL • WDM updated Weight and Balance Manual including Supplement • Airplane Flight Manual, updated to latest revision standard • Flight Crew Operating Manual • Emergency Equipment Location • Aircraft Minimum to latest revision standard (soft copy or CD Rom acceptable)
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85 • Aircraft Maintenance Manual updated to latest revision standard (soft copy or CD Rom acceptable) • IPC updated to latest revision standard (soft copy or CD Rom acceptable) • SSM (Schematics) updated to latest revision standard (soft copy or CD Rom acceptable) • SRM updated to latest revision standard (soft copy or CD Rom acceptable) • Copy of latest Airframe Manufacturer MPD and Lessee approved Aircraft Maintenance Program • Galleys Component Maintenance Manuals
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86 Schedule 2 – Delivery Conditions Th Aircraft will satisfy the Delivery Conditions set forth below. The Aircraft will otherwise be in “as is, where is, with all faults” condition and in passenger service with Lessee at the time of Delivery. The Aircraft will be in the same condition as the condition in which it is delivered to Lessor under the Purchase Agreement. 1. The Aircraft will have a valid Certificate of Airworthiness. 2. The Aircraft will have a valid Certificate of Release to Service. 3. The Aircraft will have the Aircraft Documents listed in Schedule 1. 4. The Aircraft interior will be configured as per current configuration. 5. The Aircraft will be in compliance with all Type Design and EASA (if different from Type Design) Airworthiness Directives that by their terms require compliance on the Delivery Date. 6. The Aircraft will be in compliance with all applicable EASA requirements for passenger operation as a transport category commercial Aircraft including EU-OPS 1 and Part M. 7. Each Engine will be serviceable. 8. The APU will be serviceable. 9. Landing Gear will be serviceable. 10. The seats installed in the Aircraft on delivery do not form part of the Aircraft leased to Lessee under this Agreement.
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87 Schedule 3 – Return Conditions 1. The Aircraft will be returned by Lessee to Lessor in at least as good of operating condition, ordinary wear and tear excepted, as on the Delivery Date. At the time of Return, the Aircraft will conform to the following standards: (a) The Aircraft will have a valid Certificate of Release to Service and be serviceable with all Engines (as applicable, except to the extent the provisions of Section 8.20 apply), Parts, and systems fully functional and operating within AMM limits. (b) All defects, pilot reports and deferred maintenance items due within a period of 30 days, 50 Flight Hours and 10 Cycles after the Scheduled Expiry Date shall have been cleared on a terminating action basis. The Aircraft shall (i) be free of dents or damage in excess of Manufacturer’s limitations and (ii) have no loose, missing or pulled fasteners. Temporary repairs are permitted, any repeat inspections will be cleared for a period of 30 days, 50 Flight Hours and 10 Cycles after the Scheduled Expiry Date. (c) The Aircraft shall be free of fluid leaks in excess of AMM limits. (d) The Aircraft will be clean inside and outside and serviceable by international commercial airline standards. (e) All galleys and lavatories shall be clean and will be serviceable in accordance with the AMM. (f) The Aircraft Documents will be acceptable to Lessor and in the English language. (g) The Aircraft will be redelivered with no seats installed. (h) Lessee shall have accomplished on the Aircraft after removal from active service all maintenance due per the MPD and/or the Approved Maintenance Program, including component, parts and emergency equipment on the Scheduled Expiry Date and cleared for a period of 30 days, 50 Flight Hours and 10 Cycles after the Scheduled Expiry Date. (i) The Aircraft will be in compliance with all EASA Airworthiness Directives that by their terms require compliance on the Scheduled Expiry Date and are cleared for a period of 30 days, 50 Flight Hours and 10 Cycles after the Scheduled Expiry Date. (j) The Aircraft will be in compliance with all applicable EASA requirements for passenger operation as a transport category commercial Aircraft including EU- OPS 1 and Part M. (k) The Aircraft will have a valid ARC and an Export Certificate of Airworthiness, or such other form of documentation for the export of aircraft used by the current state of registration. (l) The Aircraft paint shall be as-is.
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88 (m) The MTOW of the Aircraft will be the same as on the Delivery Date. (n) The Landing Gear shall be serviceable. (o) All Airframe hard-time and life-limited components installed on the Aircraft will have an EASA Form One, FAA Form 8130-3 or equivalent and be cleared for a period of 30 days, 50 Flight Hours and 10 Cycles after the Scheduled Expiry Date. The documentation for hard-time and life-limited components will also confirm, in accordance with the Aviation Authority’s requirements, the history and hours/cycles since new of those components. All on-condition and condition- monitored components changed during the Term will be serviceable and those changed during the final 24 month of Term will have an EASA Form One, FAA Form 8130-3 or equivalent. (p) The APU will be serviceable. (q) All Parts shall be serviceable or appropriately deferred. There will be no deferred defects due for a period of 30 days, 50 Flight Hours and 10 Cycles after the Scheduled Expiry Date. 2. Additional Return Requirements: (a) Lessor's Final Inspection. (i) Immediately prior to the end of the Term, Lessor will, at Lessor’s cost, perform an inspection (the “Return Inspection”) of the Aircraft to determine satisfactory compliance with the Return Conditions. (ii) The Return Inspection will be a walk-around physical inspection of the Aircraft and will also include (i) a review of the Aircraft Documents, (ii) Engine external inspections including nacelle structures and thrust reversers and (iii) all other inspections determined by Lessor to be necessary to confirm conformance with the Return Conditions, with inspection access limited to the opening of quick access /servicing panels only. For the avoidance of doubt, Lessor will not be entitled to carry out any borescope inspections or MPA runs as part of the Return Inspection, and there shall be no redelivery acceptance flight. (iii) After the satisfactory completion of the Return Inspection, Lessor will execute an initial technical return certificate substantially in the form of Exhibit E to confirm that the Aircraft and Aircraft Documents are in the Return Condition and meet all requirements for Return, and that the Aircraft will be deemed to be satisfactorily redelivered to Lessor immediately following completion of the inspections in (iv) below, regardless of their outcome. (iv) Following execution of the initial technical return certificate, Xxxxxx will perform a full borescope inspection and perform a maximum power assurance (MPA) run on all Engines at Lessee’s cost.
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90 Schedule 4 – Insurance Requirements 1. The Insurances required to be maintained are as follows: (a) HULL "ALL RISKS" of loss or damage while flying and on the ground with respect to the Aircraft for the Agreed Value and with a deductible not exceeding the Hull Insurance Deductible; (b) HULL WAR AND ALLIED PERILS, covering those war risks excluded from the Hull "All Risks" Policy to the extent such coverage is available in the leading international insurance markets, including coverage for confiscation and requisition by the State of Registration, for the Agreed Value (with form LSW555D exclusions being acceptable except to the extent that coverage in respect of such exclusions is commercially available in the leading international insurance markets); (c) "ALL RISKS" AVIATION SPARES INSURANCE (INCLUDING WAR AND ALLIED RISK except when on the ground or in transit other than by air or sea) on all Engines and Parts when not installed on the Aircraft (to the extent not covered under the Aircraft hull insurances described in paragraphs (a) and (b) above), including Engine test and running risks, in an amount equal to replacement value; and (d) AIRCRAFT THIRD PARTY, BODILY INJURY/PROPERTY DAMAGE, PASSENGER, BAGGAGE, CARGO AND MAIL AND AIRLINE GENERAL THIRD PARTY (INCLUDING PRODUCTS) LEGAL LIABILITY for a combined single limit (Bodily Injury/Property Damage) of an amount not less than the Minimum Liability Coverage for the time being in respect of any one occurrence (but, in respect of products liability, this limit may be an aggregate limit for any and all losses occurring during the currency of the policy, and in respect of liability arising out of personal injury, the limit (within the said combined single limit) may be $25,000,000 in respect of any one offence and in the aggregate, and cargo and mail legal liability may be subject to a limit of $1,000,000 any one occurrence); War and Allied Risks are also to be covered under the Policy to the extent available in the leading international insurance markets. The Minimum Liability Coverage may be adjusted upwards from time to time by agreement to such an amount as reasonably requested by Xxxxxx. If Lessee disputes these amounts, the matter can be determined by consulting with three different internationally recognized insurance brokers as to what the industry standard may be at the time and taking the average of the responses provided by those three brokers. 2. All required hull and spares insurance specified in Sections 1(a), 1(b) and 1(c) above, so far as it relates to the Aircraft, shall: (a) provide that any loss shall be settled with Lessee (who shall in any such case consult in advance with Lessor in regard thereto), and any claim that becomes payable on the basis of a Total Loss shall be paid in Dollars to Lessor (unless or until Lessor notifies Lessee that said payments should be made to a Financing Party) as loss payee up to the Agreed Value, and loss proceeds in excess of the Agreed Value shall be payable to Lessee, with any other claim being payable as may be necessary for the repair of the damage to which it relates; (b) if separate Hull "All Risks" and "War Risks" insurances are arranged, include a 50/50 provision in the terms of Xxxxx'x endorsement AVS103 or its equivalent; and
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91 (c) confirm that the Insurers are not entitled to replace the Aircraft in the event of a Total Loss. 3. All required hull insurance specified in Sections 1(a) and 1(b) above, so far as it relates to the Aircraft, shall provide that at any time while an engine, other than an Engine, is installed on the Aircraft either (i) the Agreed Value shall automatically be increased by the agreed value of such engine or (ii) separate hull insurance on such engine shall attach, so that, in each case, Lessor shall receive the full Agreed Value in the event of a Total Loss, notwithstanding any amount that would be payable to the owner of such engine in connection with such Total Loss. 4. All required liability insurances specified in Section 1(d) above shall: (a) include the Indemnitees as additional insureds for their respective rights and interests, but the coverage provided shall not include claims arising out of their legal liability as manufacturer, repairer or servicing agent of the Aircraft or any Engine or Part; (b) include a severability of interest clause; (c) contain a provision confirming that the policy is primary without right of contribution and that the liability of the insurers shall not be affected by any other insurance of which any Indemnitee or Lessee have the benefit; and (d) accept and insure the indemnity provisions of this Agreement to the extent of the risks covered by the relevant policy or policies. 5. All Insurances specified in Sections 1(a) through (d) above shall: (a) be in accordance with normal industry practice of Persons operating similar aircraft in similar circumstances; (b) provide coverage on a worldwide basis subject to those territorial exclusions which are usual and customary for airlines similarly situated as Lessee, and in the case of War Risks and Allied Perils coverage which are advised to and approved by Lessor, such approval not to be unreasonably withheld; (c) acknowledge that the insurers are aware that the Aircraft is owned by Lessor and is subject to this Agreement; (d) provide that, in relation to the interests of each of the additional insureds, the Insurances shall not be invalidated by any act or omission of the Insured which results in a breach of any terms, conditions or warranty of the policies; (e) provide that the Insurers shall waive any rights of recourse and/or subrogation against each additional insured to the same extent that Xxxxxx has waived or has no rights of recovery against such additional insured in the Lease; (f) provide that the additional insureds shall have no obligation or responsibility for the payment of any premiums (but reserve the right to pay the same should any of them elect to do so) and that the Insurers shall waive any right of offset or counterclaim against the respective additional insureds other than for outstanding premiums in respect of the Aircraft, any Engine or Part;
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92 (g) provide that, except in the case of any provision for cancellation or automatic termination specified in the policies or endorsements thereof, the Insurances can only be canceled or materially altered in a manner adverse to the additional insureds by giving at least 30 days written notice to Lessor and each Financing Party, except in the case of war risks, for which seven days written notice shall be given; and (h) include a services of suit clause. 6. Where any provision of this Schedule 4 conflicts with the provisions of the airline finance/lease contract endorsements AVN 67C, AVN 67C (Hull War), and AVN 99 (Tail Cover Continuing Liability) or any successor endorsements, the provisions of AVN 67C, AVN 67C (Hull War) and AVN 99 (Tail Cover Continuing Liability), respectively, or any successor endorsements shall apply to the exclusion of the provisions of this Schedule 4. For purposes of each of AVN 67C, AVN 67C (Hull War), and AVN 99 (Tail Cover Continuing Liability), the "Designated Contract Party" shall be Lessor or such other Person as Lessor may designate from time to time. If AVN 67C is not accepted by Xxxxxx's insurers, after being requested by Xxxxxx, Lessee shall maintain the Insurances so as to incorporate the terms and conditions of AVN 67B and all references in this Agreement to AVN 67C (other than the reference in Section 9.6(a) of this Agreement) shall be construed as references to AVN 67B. 7. All Reinsurances shall: (a) be on the same terms as the Insurances and shall include the provisions of this Schedule; (b) provide that, notwithstanding any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured, the reinsurers' liability shall be to make such payment as would have fallen due under the relevant policy of reinsurance if the reinsured had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the relevant policy of reinsurance has been effected; and (c) contain a "cut-through" clause in the following form (or such other form as is reasonably satisfactory to Lessor): "The Reinsurers and the Reinsured hereby agree that in the event of any valid claim arising hereunder, the Reinsurers shall in lieu of payment to the Reinsured, its successors in interest and assigns, pay to the party identified as loss payee under the original insurance effected by the Insured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the Reinsured (subject to proof of loss), it being understood and agreed that any such payment by the Reinsurers shall fully discharge and release the Reinsurers from any and all further liability in connection therewith. To provide for payment to be made notwithstanding (a) any bankruptcy, insolvency, liquidation or dissolution of the Reinsured and/or (b) the fact that the Reinsured has made no payment under the original insurances. The Reinsurers reserve the right to set off against any claim payable under the Reinsurance policy in accordance with this Clause any outstanding premiums (applicable to the Equipment involved in the Loss) covered by the original
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93 insurance. Such set off shall first be applied to any financial interest of the Insured in the Equipment involved. If Reinsurers exercise their right to set off any outstanding premium, upon subsequent receipt by Reinsurers of such outstanding premium, Reinsurers hereby agree to refund the set off premium to the Contract Party(ies). Any payment due under this Clause shall not contravene any law, statute or decree of the Government of Xxxxxx's jurisdiction." 8. For insurance coverage that includes the AVN 67C endorsement (or the substantive equivalent), the Contract Parties (and their respective addresses) and the Contracts that should be identified in the insurance/reinsurance certificates are set forth in the Notice and Acknowledgment. 9. Any certificates or undertakings issued by any insurance broker in connection with the Insurances shall accurately evidence the Insurances and shall not contain any waivers or disclaimers of liability in respect of the information contained in such certificates or undertakings.
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94 Schedule 5 – Principal Economic Terms Agreed Value $[*******] Airframe 6Y Additional Rent Rate $[*******] per month, as adjusted from time to time pursuant to Section 5.4(b). Airframe 12Y Additional Rent Rate $[*******] per month as adjusted from time to time pursuant to Section 5.4(b). APU Additional Rent Rate $[*******] per APU Hour, as adjusted from time to time pursuant to Section 5.4(b). Basic Rent Amount $[*******] per Rental Period. Commitment Fee $[*******] Damage Notification Threshold $[*******] Engine Additional Rent Rate $[*******] per Flight Hour, as adjusted from time to time pursuant to Section 5.4(b) and which shall be determined monthly as set forth in the table immediately below. Flight Hour/Cycle Proposed Rate 1.0 $[*******] 1.5 $[*******] 2.0 $[*******] 2.5 $[*******] 3.0 $[*******] 3.5 $[*******] Engine LLP Additional Rent Rate $[*******] per Cycle operated by such Engine as adjusted from time to time pursuant to Section 5.4(b). Hull Insurance Deductible $[*******] Landing Gear Additional Rent Rate $[*******] per month, as adjusted from time to time pursuant to Section 5.4(b). Minimum Liability Coverage $750,000,000 each occurrence.
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95 Table of Basic Rent Payments The amounts set out below for the period from 1 January 2024 to 31 July 2024 are notional payments only and are stated here only for the purposes of adjustments to be made under the Purchase Agreement. 1-Jan-24 $[*******] 1-Feb-24 $[*******] 1-Mar-24 $[*******] 1-Apr-24 $[*******] 1-May-24 $[*******] 1-June-24 $[*******] 1-July-24 $[*******] Rental Period Month Basic Rent Amount 1 Aug 2024 $[*******] 2 Sep 2024 $[*******] 3 Oct 2024 $[*******] 4 Nov 2024 $[*******] 5 Dec 2024 $[*******] 6 Jan 2025 $[*******] 7 Feb 2025 $[*******] 8 Mar 2025 $[*******] 9 Apr 2025 $[*******] 10 May 2025 $[*******] 11 Jun 2025 $[*******] 12 Jul 2025 $[*******] 13 Aug 2025 $[*******] 14 Sep 2025 $[*******] 15 Oct 2025 $[*******] 16 Nov 2025 $[*******] 17 Dec 2025 $[*******] 18 Jan 2026 $[*******] 19 Feb 2026 $[*******] 20 Mar 2026 $[*******] 21 Apr 2026 $[*******] 22 May 2026 $[*******] 23 Jun 2026 $[*******] 24 Jul 2026 $[*******] 25 Aug 2026 $[*******] 26 Sep 2026 $[*******] 27 Oct 2026 $[*******]
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96 28 Nov 2026 $[*******] 29 Dec 2026 $[*******] 30 Jan 2027 $[*******] 31 Feb 2027 $[*******] 32 Mar 2027 $[*******] 33 Apr 2027 $[*******] 34 May 2027 $[*******] 35 Jun 2027 $[*******] 36 Jul 2027 $[*******] 37 Aug 2027 $[*******] 38 Sep 2027 $[*******] 39 Oct 2027 $[*******] 40 Nov 2027 $[*******] 41 Dec 2027 $[*******]
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100 (v) EU-ETS: Lessee is in continuous compliance with with any and all obligations to the extent such are applicable to its operations in respect of both (i) EU Directive EC/2008/101 regarding the European Union Emissions Trading Scheme and its application to aviation and all amendments and related implementing legislation (EU-ETS Legislation); and (ii) ICAO Assembly Resolution A.39-3 introducing the Carbon Offsetting and Reduction Scheme for International Aviation, Annex 16 – Environmental Protection Volume IV, the Environmental Technical Manual - Volume IV, and all related implementation elements, amendments, and implementing measures (CORSIA Instruments). Lessee shall ensure that Lessee and any sublessee, as applicable (and not Lessor or Owner) is notified to the relevant authorities as being the operator of the Aircraft whenever applicable in connection with the EU-ETS Legislation and/or the CORSIA Instruments.
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107 (iv) Landing Gear Additional Rent Rate: $[__] per [__]; and (v) APU Additional Rent Rate: $[__] per [__]. * * *
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110 ANNEX 1 STATUS OF AIRCRAFT AIRFRAME: Date Hours Cycles Current: Last "C" Check: Last Airframe 6Y Structural Check: Last Airframe 12 Structural Check: ENGINES: Position/ Serial Number Current Last Shop /Visit: Hours Cycles Date Hours Cycles 1. 2. APU: Current Last Overhaul: Serial Number Hours Cycles Date Hours Cycles LANDING GEAR: Current Last Overhaul: Position Serial Number Hours Cycles Date Hours Cycles Nose: Right Main: Left Main: Fuel on board at Delivery: [__] (circle one) pounds /kilograms ([__]) gallons)
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111 ANNEX 2 DISCREPANCIES Description of Discrepancy Agreed Corrective Action 1. 1. 2. 2.
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112 ANNEX 3 ENGINE LLPs Part Description Cycles for Engine [esn1] Cycles for Engine [esn2]
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113 ANNEX 4 LOOSE EQUIPMENT AND ACCESSORIES [TO BE INSERTED BY TECHNICAL REPRESENTATIVE]
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114 ANNEX 5 AIRCRAFT DOCUMENTS [TO BE INSERTED BY TECHNICAL REPRESENTATIVE]
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115 ANNEX 6 AIRCRAFT STATUS – AVIONICS INVENTORY [TO BE INSERTED BY TECHNICAL REPRESENTATIVE]
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116 Exhibit C – Form of Deregistration Power of Attorney Irrevocable Power of Attorney С настоящото неотменимо пълномощно, „Електра Еъруейс“ ООД, дружество, учредено и съществуващо според законите на Република България, вписано в българския Търговски регистър и регистър на юридическите лица с нестопанска цел с единен идентификационен код (ЕИК) 203506186, със седалище и адрес на управление: бул. „Xxxxxxxxxx Xxxxxxx“ № 51, етаж 3, офис А2-3, район „Младост“, София 1712, Република България, представлявано от Xxxxxx Xxxxxxxx Xxxxxxxx, ЕГН 6703240444, в качеството на управител и законен представител (заедно със своите правоприемници, наричано тук и по-долу „Лизингополучател“), с настоящото определя и упълномощава [ИМЕ НА ЛИЗИНГОДАТЕЛЯ], дружество, учредено и съществуващо според законите на [ЮРИСДИКЦИЯ НА ЛИЗИНГОДАТЕЛЯ], вписано в [РЕГИСТЪР НА ЛИЗИНГОДАТЕЛЯ], със седалище и адрес на управление [адрес на Лизингодателя] („Лизингодател“), действащ самостоятелно и без упълномощаване от което и да е друго лице, като истинен и законен пълномощник на Лизингополучателя, като Лизингодателят има право да извършва всяко едно от посочените по-долу действия от името на и за сметка на Лизингополучателя по отношение на въздухоплавателно средство Еърбъс, модел 321-111, сериен номер на производителя (MSN) [*******], регистрационен знак [*******], включително двигателите и която и да е и всички части, монтирани на или принадлежащи към корпуса на въздухоплавателното средство (наричани заедно „Въздухоплавателно средство“), отдадено под формата на лизинг от Лизингодателя по силата на договор за лизинг [msn] от дата [дата на лизинга] между Лизингодателя и Лизингополучателя („Лизинг“) By this Irrevocable Power of Attorney, Electra Airways OOD, a company incorporated and existing under the laws of the Republic of Bulgaria, registered with the Bulgarian Commercial Register and Register of Non- Profit Legal Entities with unified identification code (UIC) 203506186 and having its registered office at 00, Xxxxxxxxx Xxxxxxx Xxxxxxxxx, xxxxx 0, xxxxxx X0-0, Xxxxxxx Xxxxxxxx, Xxxxx 0000, Xxxxxxxx xx Xxxxxxxx, represented by Xxxxxx Xxxxxxxx Xxxxxxxx, Personal number 6703240444, in the capacity as managing director and legal representative (together with its successors and assigns, hereinafter referred to as the "Lessee"), hereby irrevocably nominates and appoints [NAME OF XXXXXX], a company incorporated and existing under the laws of [LESSOR’S JURISDICTION], registered with [LESSOR’S COMPANY REGISTER] with registration number [LESSOR’S REGISTRATION NUMBER] having its principal place of business at [Address of Lessor] ("Lessor"), acting alone and without the authorization of any other person, to be Xxxxxx's true and lawful attorney-in-fact so that Lessor may take any of the following actions in the name of and for Lessee with respect to the aircraft Airbus Model 321-111 airframe bearing manufacturer's serial no. (MSN) [*******] and [__] registration mark [*******], including the engines and any and all parts installed on or appurtenant to such airframe (collectively, the "Aircraft"), leased by Lessor to Lessee pursuant to Lease Agreement [msn], dated [date of Lease], between Lessor and Lessee (the "Lease"):
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117 1. При упражняване на правата на Лизингодателя по Лизинга да си възстанови владението на Въздухоплавателното средство от Лизингополучателя след прекратяване на Лизинга поради Случай на неизпълнение или поради друга причина, Лизингодателят има право да предприема всички действия и да упражни от името и за сметка на Лизингополучателя и да подписва каквито и да е и всякакви документи, заявления и инструенти, които може да се изискват по което и да е време, за да (a) осъществи връщане на владението на Въздухоплавателното средство на Лизингодателя, (б) осъществи дерегистрацията на Въздухоплавателното средство от регистъра на гражданските въздухоплавателни средства, поддържан от Главна дирекция „Гражданска въздухоплавателна администрация“ при българското Министерство на транспорта и съобщенията („Гражданска въздухоплавателна администрация“), (в) получи който и да е документ (независимо дали с естеството на експортен лиценз, удостоверение за въздухоплавателна годност за експорт и други), които се изисквата с цел отмяна на регистрацията на Въздухоплавателното средство при Гражданската въздухоплавателна администрация и/или осигуряване на износа на Въздухоплавателното средство от Република България и (г) износ на Въздухоплавателното средство след изтичането на Лизинга. 1. In the exercise of the rights of Lessor under the Lease to recover the Aircraft from Lessee after termination of the Lease due to an Event of Default under the Lease or for termination of the Lease for any other reason, Lessor may take all action, and may execute in Lessee's name and for and on behalf of Lessee any and all documents, applications and instruments, that may at any time be required in order to (a) cause the Aircraft to be repossessed by Lessor, (b) cause the Aircraft to be deregistered from the register of aircraft maintained by the Directorate General “Civil Aviation Administration” with the Bulgarian Ministry of Transport and Communications (the "Civil Aviation Administration"), (c) obtain any document (whether in the nature of an export license, certificate of airworthiness for export or otherwise) that is required for the purpose of canceling the registration of the Aircraft with the Civil Aviation Administration and/or securing the export of the Aircraft from the Republic of Bulgaria and (d) export the Aircraft after the expiration of the Lease. 2. По силата на Лизинга Лизингополучателят поддържа застраховка и презастраховка, покриваща Въздухоплавателното средство срещу всички рискове и риск от война и Лизингодателят е посочен като бенефициер по такива застрахователни и презастрахователни полици в случай случай на пълна загуба или конструктивна пълна загуба на Въздухоплавателното средство, в случай на вреда по Въздухоплавателното средство на стойност, надвишаваща 100 000 щатски 2. Pursuant to the Lease, Lessee is maintaining all risk hull and war risk insurance and reinsurance covering the Aircraft, and Lessor has been named loss payee on such insurance and reinsurance policies in the event of a total loss or constructive total loss of the Aircraft, in the event of damage to the Aircraft in excess of $100,000 or in the event of damage to the Aircraft while an "Event of Default" under the Lease has occurred and is continuing. Lessor may take all action, and may execute in Xxxxxx's name and for and on behalf of Xxxxxx any and all documents,
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118 долара или в случай на вреда по самолета, докато е настъпил и продължава да е налице случай на неизпълнение по Лизинга. Лизингодателят има право да предприема всички действия и да подписва от името на Лизингополучателя който и да е всички документи, заявления и инструменти, включително да подписва от името на Лизингополучателя подходяща форма на освобождаване от отговорност, която може да се изисква по което и да е време, с цел Лизингодателят да получава застрахователни постъпления или да коригира или да урежда каквато и да е претенция по такива застрахователни полици. applications and instruments, including executing on behalf of Lessee an appropriate form of discharge and release, that may at any time be required in order for Lessor to collect such insurance proceeds or to adjust or settle any claim under such insurance policies. 3. При упражняване на правата, посочени в параграфи 1 и 2 по-горе, Лизингодателят има право да предприема всякакви такива други действия и да подписва всякакви такива други документи, каквито Лизингодотелят счете за необходими или уместни по негова абсолютна самостоятелна преценка. Във връзка с такива документи или във връзка с които и да е регистрации или завеждания, на които такива документи са предмет, Лизингодателят има право да представлява Лизингополучателя предмет и да подава който и да е такъв документ, заявление или инструмент пред които и да е компетентни органи, държавни институции и агенции (включително, но не само Гражданска въздухоплавателна администрация), както е необходимо, с цел постигане на горецитираните цели. 3. In the exercise of the rights listed in paragraphs 1 and 2, Lessor may take all such other actions and sign all such other documents as Lessor considers necessary or appropriate in its absolute sole discretion. In connection with such documents, or in connection with any registrations or filings to which such documents are subject, Lessor may represent Lessee before and submit any such document, application or instrument to any applicable authorities, government department and agencies (including without limitation, the Civil Aviation Authority) as shall be necessary to achieve the aforementioned purposes. 4. Лизингополучателят по всяко време ще обезщетява Лизингодателя за всички разходи, претенции, разноски и задължения, които са законосъобразно и разумно поети от Лизингодателя във връзка с това неотменимо пълномощно и, при поискване, ще ратифицира и потвърждава всичко, което Лизингодателят е извършил или е подсигурил да се 4. Lessee shall at all times indemnify Lessor against all costs, claims, expenses and liabilities lawfully and reasonably incurred by such Lessor in connection with this Irrevocable Power of Attorney and, upon request, shall ratify and confirm whatever Lessor reasonably does or causes to be done by virtue of this Irrevocable Power of Attorney.
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119 извърши по силата на това неотменимо пълномощно. 5. С настоящото Лизингополучателят предоставя на Лизингополучателя пълните правомощия и овластяване да преупълномощава и да определя на свое място един или повече пълномощник (ци), които да упражняват вместо него като пълномощник (ци) на Лизингополучателя което и да е и всички правомощия и овластявания, предоставени на Лизингодателя по силата на това неотменимо пълномощно и да оттегля което и да е такова преупълномощаване по което и да е време и да преупълномощава или овластява който и да е друг или други такива пълномощник или пълномощници на мястото на такъв пълномощник или пълномощници, каквито Лизингодателят по което и да е време прецени за уместни. 5. Lessee hereby grants to Lessor the full power and authority to substitute and appoint in its place one or more attorney or attorneys to exercise for it as attorney or attorneys of Lessee any or all the powers and authorities conferred on Lessor by this Irrevocable Power of Attorney, and to revoke any such appointment from time to time and to substitute or appoint any other or others in the place of such attorney or attorneys, all as Lessor shall from time to time deem appropriate. Което и да е физическо лице, юридическо лице, търговско дружество, институция, орган или агенция, което се осланя на това неотменимо пълномощно, не трябва и няма да прави каквото и да е определяне или да изисква каквото и да е съдебно решение за това дали е настъпил „Случай на неизпълнение“ по лизинга или дали Лизингът е бил прекратен. С настоящото Лизингополучателят се отказва от каквито и да било претенции срещу (i) което и да е лице, което действа по инструкциите дадени от Лизингодателя или от определено от него лице по силата на това неотменимо пълномощно или (ii) което и да е лице, което е определено от Лизингодателя, или служител на Лизингодателя, да дава инструкции по това неотменимо пълномощно. Лизингополучателят ще обезщетява и ще пази от увреждане което и да лице, юридическо лице, търговско дружество, институция, орган или агенция, която действа, като се позовава на това неотменимо пълномощно и по силата на инструкции, дадени от Лизингодателя или от определено от него лице. Any person, legal entity, company, institution, authority or agency relying upon this Irrevocable Power of Attorney need not and shall not make any determination or require any court judgment as to whether an "Event of Default" has occurred under the Lease or whether the Lease has been terminated. Lessee hereby waives any claims against (i) any person acting on the instructions given by Lessor or its designee pursuant to this Irrevocable Power of Attorney and (ii) any person designated by Lessor or an officer of Lessor to give instructions pursuant to this Irrevocable Power of Attorney. Lessee shall indemnify and hold harmless any person, legal entity, company, institution, authority or agency that may act in reliance upon this Irrevocable Power of Attorney and pursuant to instructions given by Lessor or its designee.
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121 Exhibit D – Form of Monthly Utilization and Status Report Monthly Aircraft Utilization & Status Report Month Ending [__] Lessee: [__] Contact Name: [__] Contact Phone: [__]; E-mail [__] A/C TYPE: A/C SERIAL #: REGIS. #: CALENDAR HOURS (1) CYCLES AIRCRAFT TOTAL FLIGHT HOURS AND CYCLES AT START OF THIS MONTH (TT/TC) AIRCRAFT FLIGHT HOURS AND CYCLES FLOWN DURING THIS MONTH ----- AIRCRAFT TOTAL FLIGHT HOURS AND CYCLES AT END OF THIS MONTH (TT/TC) DATE / HOURS / CYCLES @ ACCOMP OF LAST C CHECK OR SIMILAR CHECK INTERVALS FOR C CHECK OR SIMILAR CHECK DATE/HOURS/CYCLES AT LAST 8 YR, 10 YR, or 12 YR CHECK ----- ----- ----- TYPE OF CHECK 8, 10, OR 12 YEAR: ENGINE TYPE: ENG SERIAL #: THRUST RATING (Lbs): CURRENT LOCATION (A/C & Position, In Shop, Spare, etc) See Note (2): IF IN SHOP, NAME OF SHOP: CALENDAR HOURS (1) CYCLES ENGINE FLIGHT HOURS AND CYCLES AT START OF THIS MONTH (TT/TC) ENGINE FLIGHT HOURS & CYCLES FLOWN DURING THIS MONTH ENGINE FLIGHT HOURS AND CYCLES AT END OF THIS MONTH (TT/TC) ENG. LIMITER NAME & CYCLES REMAINING -"Fan Disk" or "LPT various" etc.): ENGINE DATE, FLIGHT HOURS, CYCLES AT LAST SHOP VISIT ENGINE DATE OF NEXT PLANNED REMOVAL CURRENT LOCATION (A/C & Position, In Shop, Spare, etc.) See Note (2): ----- ----- ENGINE TYPE: ENG SERIAL #: THRUST RATING (Lbs): CURRENT LOCATION (A/C & Position, In Shop, Spare, etc) See Note (2): IF IN SHOP, NAME OF SHOP: CALENDAR HOURS (1) CYCLES ENGINE FLIGHT HOURS AND CYCLES AT START OF THIS MONTH (TT/TC) ENGINE FLIGHT HOURS & CYCLES FLOWN DURING THIS MONTH
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122 ENGINE FLIGHT HOURS AND CYCLES AT END OF THIS MONTH (TT/TC) ENG. LIMITER NAME & CYCLES REMAINING -"Fan Disk" or "LPT various" etc.): ENGINE DATE, FLIGHT HOURS, CYCLES AT LAST SHOP VISIT ENGINE DATE OF NEXT PLANNED REMOVAL CURRENT LOCATION (A/C & Position, In Shop, Spare, etc) See Note (2): ----- ----- APU MFR: APU MODEL: ORIGINALLY DELIVERED APU SERIAL NUMBER CURRENTLY INSTALLED APU SERIAL NUMBER (If not original) Is APU utilization is reported in APU or Airframe Flight hours as required under the lease: HOURS (1) CYCLES TOTAL HOURS AND CYCLES AT START OF THIS MONTH (TT/TC)(Original APU Only) HOURS & CYCLES USED DURING THIS MONTH (Original APU Only) TOTAL HOURS AND CYCLES AT END OF THIS MONTH (TT/TC)(Original APU Only) ENGINE DATE, FLIGHT HOURS, CYCLES AT LAST SHOP VISIT NOTE: PROVIDE MONTHLY UTILIZATION FOR ORIGINAL APU ONLY LANDING GEAR CALENDAR HOURS (1) CYCLES NOSE GEAR FLIGHT HRS & CYCLES DURING THIS MONTH ----- SERIAL # GEAR DATE ,FLIGHT HOURS, CYCLES AT LAST OVH ____________ A/C DATE, FLIGHT HOURS, CYCLES AT LAST INSTALL OVERHAUL INTERVAL ----- LH MAIN GEAR FLIGHT HRS & CYCLES DURING THIS MONTH ----- SERIAL # GEAR DATE ,FLIGHT HOURS, CYCLES AT LAST OVH ____________ A/C DATE, FLIGHT HOURS, CYCLES AT LAST INSTALL OVERHAUL INTERVAL ----- RH MAIN GEAR FLIGHT HRS & CYCLES DURING THIS MONTH ----- SERIAL # GEAR DATE ,FLIGHT HOURS, CYCLES AT LAST OVH ____________ A/C DATE, FLIGHT HOURS, CYCLES AT LAST INSTALL OVERHAUL INTERVAL ----- # 1 THRUST REVERSER TR SERIAL # ORIGINAL POSITION CURRENT LOCATION (A/C & Position, In Shop, Spare, etc) IF IN SHOP, NAME OF SHOP: DATE HOURS (1) CYCLES AIRFRAME FLIGHT HOURS & CYCLES FLOWN DURING THIS MONTH -----
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123 AIRFRAME TOTAL FLIGHT HOURS & CYCLES AT LAST TR INSTALL. ----- DATE, FLIGHT HOURS, CYCLES AT LAST OVERHAUL ----- # 2 THRUST REVERSER TR SERIAL # ORIGINAL POSITION CURRENT LOCATION (A/C & Position, In Shop, Spare, etc) IF IN SHOP, NAME OF SHOP: DATE HOURS (1) CYCLES AIRFRAME FLIGHT HOURS & CYCLES FLOWN DURING THIS MONTH ----- AIRFRAME TOTAL FLIGHT HOURS & CYCLES AT LAST TR INSTALL. ----- DATE, FLIGHT HOURS, CYCLES AT LAST OVERHAUL ----- Notes: (1) List Hours in Hours + Minutes format for this portion of the report where applicable. (2) Record Engine data for only the engines owned by Lessor whether or not installed on this aircraft. If this engine goes into the shop, provide TT, TC and date of removal. Also provide engine disk sheets & last workscope whenever an engine comes out of a shop visit. (3) Please advise any routine checks ("C" Type & above), A.D.'s and Service Bulletins performed during the month, as well as details of any repairs accomplished which were beyond SRM limits. . (4) Also advise any Airframe Maintenance Checks (C type & above), Engine scheduled shop visits or landing gear or APU overhauls or replacements scheduled to be performed within the next 12 months. (1) List Hours in Hours + Minutes format for this portion of the report where applicable.
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124 Exhibit E – Form of Initial Technical Return Certificate Initial Technical Return Certificate This Initial Technical Return Certificate ("Technical Return Certificate") is delivered on the date set forth in paragraph 1 below by CASP Leasing I, LLC ("Lessor") to Electra Airways OOD ("Lessee") pursuant to the Aircraft Lease Agreement, dated [____] 2024, between Lessor and Lessee (the "Agreement"). Capitalized terms used but not defined in this Technical Return Certificate shall have the meanings given to such terms in the Agreement. Lessor hereby confirms to Lessee that Lessor has at [__] G.M.T. on this [__] day of [__] 2024, at [__], technically accepted the following: (a) one Airbus Model A321-111 airframe, bearing manufacturer's serial number [*******] and Bulgarian registration mark [*******]; (b) two CFM International, Inc. Model CFM56-5B1/P engines, bearing manufacturer's serial numbers [*******] and [*******]; and (c) all Parts installed on, attached to or appurtenant to the Airframe and Engines, as set forth on Annexes 3 and 5, and the Aircraft Documents, as set forth on Annex 4, and Lessor and Lessee agree that the information set forth in Annexes 1 and 2 for such Airframe, Engines and Parts is correct. Lessor and Lessee hereby confirm that on the date and time hereof the Aircraft, with the status described in Annex 1 hereto, was duly technically accepted by Lessor. IN WITNESS WHEREOF, the parties hereto have caused this Technical Return Certificate for MSN [*******] to be executed in their respective corporate names by their duly authorized representatives as of the day and year first above written. Electra Airways OOD CASP Leasing I, LLC (Lessee) (Lessor) By: Contrail Aviation Support, LLC - Manager By: ____________________ _______________________ Name: By: Xxxxxx X. Xxxx Xitle: Title: CEO
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125 ANNEX 1 STATUS OF AIRCRAFT AIRFRAME: Date Hours Cycles Current: Last "C" Check: Last [__] Check: Last [__] Check: ENGINES: Position/ Serial Number Current Last Shop /Visit: Hours Cycles Date Hours Cycles 1. 2. APU: Current Last Overhaul: Serial Number Hours Cycles Date Hours Cycles LANDING GEAR: Current Last Overhaul: Position Serial Number Hours Cycles Date Hours Cycles Nose: Right Main: Left Main: Fuel on board at Return: [__] (circle one) pounds /kilograms ([__]) gallons)
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126 ANNEX 2 ENGINE LLPs Part Description Cycles for Engine [esn1] Cycles for Engine [esn2]
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127 ANNEX 3 LOOSE EQUIPMENT AND ACCESSORIES [TO BE INSERTED BY TECHNICAL REPRESENTATIVE]
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128 ANNEX 4 AIRCRAFT DOCUMENTS [TO BE INSERTED BY TECHNICAL REPRESENTATIVE]
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129 ANNEX 5 AIRCRAFT STATUS – AVIONICS INVENTORY [TO BE INSERTED BY TECHNICAL REPRESENTATIVE]
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130 Exhibit F – Form of Final Return Certificate Final Return Certificate This Final Return Certificate ("Return Certificate") is delivered on the date set forth in paragraph 1 below by CASP Leasing I, LLC ("Lessor") to Electra Airways OOD ("Lessee") pursuant to Aircraft Lease Agreement dated [_____] 2024, between Lessor and Lessee (the "Agreement"). Capitalized terms used but not defined in this Return Certificate shall have the meanings given to such terms in the Agreement. Lessor hereby confirms to Lessee that Lessor has at [__] G.M.T. on this [__] day of [__] 2024, at [__], accepted the following: (d) one Airbus Model A321-111 airframe, bearing manufacturer's serial number [*******] and Bulgarian registration mark [*******]; (e) two CFM International, Inc. Model CFM International, Inc. engines, bearing manufacturer's serial numbers [*******] and [*******]; and (f) all Parts installed on, attached to or appurtenant to the Airframe and Engines, as set forth on Annexes 3 and 5, and the Aircraft Documents, as set forth on Annex 4, and Lessor and Lessee agree that the information set forth in Annexes 1 and 2 for such Airframe, Engines and Parts is correct; and thereupon the leasing of such property under the Agreement was terminated. Lessor and Lessee hereby confirm that on the date and time hereof the Aircraft, with the status described in Annex 1 hereto, was duly accepted by Lessor. IN WITNESS WHEREOF, the parties hereto have caused this Return Certificate for MSN [*******] to be executed in their respective corporate names by their duly authorized representatives as of the day and year first above written. Electra Airways OOD CASP Leasing I, LLC (Lessee) (Lessor) By: Contrail Aviation Support, LLC - Manager By: ____________________ _______________________ Name: By: Xxxxxx X. Xxxx Xitle: Title: CEO
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131 ANNEX 1 STATUS OF AIRCRAFT AIRFRAME: Date Hours Cycles Current: Last "C" Check: Last [__] Check: Last [__] Check: ENGINES: Position/ Serial Number Current Last Shop /Visit: Hours Cycles Date Hours Cycles 1. 2. APU: Current Last Overhaul: Serial Number Hours Cycles Date Hours Cycles LANDING GEAR: Current Last Overhaul: Position Serial Number Hours Cycles Date Hours Cycles Nose: Right Main: Left Main: Fuel on board at Return: [__] (circle one) pounds /kilograms ([__]) gallons)
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132 ANNEX 2 ENGINE LLPs Part Description Cycles for Engine [esn1] Cycles for Engine [esn2]
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133 ANNEX 3 LOOSE EQUIPMENT AND ACCESSORIES [TO BE INSERTED BY TECHNICAL REPRESENTATIVE]
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134 ANNEX 4 AIRCRAFT DOCUMENTS [TO BE INSERTED BY TECHNICAL REPRESENTATIVE]
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135 ANNEX 5 AIRCRAFT STATUS – AVIONICS INVENTORY [TO BE INSERTED BY TECHNICAL REPRESENTATIVE]
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136 Exhibit G – Form of ATC/Airport Authority Letter FROM: Electra Airways OOD, [address and company registration information] TO [ANY AIR TRAFFIC CONTROL AUTHORITY AS DESIGNATED BY LESSOR] ________________ 2024 Dear Sir/Madam, Authorization Letter One (1) Airbus Model A321-111 aircraft bearing manufacturer's serial number [*******] and Bulgarian registration mark [*******] (the “Aircraft”) We have leased the Aircraft in accordance with a lease agreement dated […] (as amended and novated from time to time) between us and CASP LEASING I, LLC, established under the laws of the State of Delaware, U.S.A. having its seat address at 000 Xxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxx 53593-8788, U.S.A (the “Lessor”). We hereby authorize you to provide the Lessor (hereby represented by […]) with a general statement of account in relation to air navigation charges incurred by us and due to the Air Traffic Control Authority. Access to the statement(s) of account will be provided in accordance with the procedures established by the Air Traffic Control Authority. The authorization contained in this letter may only be revoked or amended by a written instruction signed by us and the Lessor. Yours faithfully, ___________________________ For and on behalf of Electra Airways OOD Name: Title:
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137 Exhibit H – Form of EUROCONTROL Letter FROM: Electra Airways OOD [address and company registration information] TO: EUROCONTROL Director CRCO Xxx xx xx Xxxxx, 00, 0000 Xxxxxxxx Xxxxxxx xxxx.xxx.xxxx@xxxxxxxxxxx.xxx ________________ 2024 Dear Sir/Madam, Authorization Letter One (1) Airbus Model A321-111 aircraft bearing manufacturer's serial number [*******] and Bulgarian registration mark [*******] (the “Aircraft”) We have leased the Aircraft in accordance with a lease agreement dated […] (as amended and novated from time to time) between us and CASP LEASING I, LLC, established under the laws of the State of Delaware, U.S.A. having its seat address at 000 Xxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxx 00000-0000, U.S.A, U.S.A. (the “Lessor”). We hereby authorize you to provide the Lessor (hereby represented by […]) with a general statement of account in relation to air navigation charges incurred by us and due to EUROCONTROL. Access to the statement(s) of account will be provided in accordance with the procedures established by EUROCONTROL. The authorization contained in this letter may only be revoked or amended by a written instruction signed by us and the Lessor. Yours faithfully, ___________________________ For and on behalf of Electra Airways OOD Name: Title:
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138 Exhibit I – Form of EU-ETS Letter FROM: Electra Airways OOD [address and company registration information] TO: [All governmental entities in the European Union charged with administering any EU ETS applicable to Lessee and the Aircraft] ________________ 2024 EMISSIONS TRADING SCHEMES AUTHORIZATION LETTER Dear Sir/Madam, Pursuant to a lease agreement dated […] (as amended and novated from time to time) between us (as “Lessee”) and CASP LEASING I, LLC, established under the laws of the State of Delaware, USA having its seat address at 000 Xxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxx 00000- 0000, U.S.A (as “Lessor”), we have leased one (1) Airbus Model A321-111 aircraft bearing manufacturer's serial number [*******] and Bulgarian registration mark [*******] (the “Aircraft”). We wish to enable the Lessor to monitor the performance by us of our obligations under the Emissions Trading Schemes established in the European Union (EU ETS). We hereby unconditionally authorise you, on request by the Lessor, from time to time, to provide the Lessor with particulars of any obligations due from but unperformed by us under the EU ETS. The authorization contained herein shall only be revoked or amended upon receipt by you of a written instruction signed by us and the Lessor requesting such revocation. Yours faithfully, ___________________________ For and on behalf of Electra Airways OOD Name: Title: 29654615v2