EXHIBIT 10.24


 




 





PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN A CONFIDENTAL
TREATMENT REQUEST UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.  THE SYMBOL “[REDACTED]” IN THIS
EXHIBIT INDICATES THAT INFORMATION HAS BEEN OMITTED.


 


AIRCRAFT LEASE AGREEMENT


 


Dated as of December 5, 2003


 


 


BETWEEN


 


FRONTIER AIRLINES, INC.


 


as LESSEE


 


 


and


 


 


INTERNATIONAL LEASE FINANCE CORPORATION


 


as LESSOR


 




 





 


 




	
  Aircraft Make and Model:

  	
   

  	
  New Airbus A319-111

  
	
  Aircraft Manufacturer’s
  Serial Number:

  	
   

  	
  2198

  
	
  Aircraft Registration
  Mark:

  	
   

  	
  Per Exhibit G

  
	
  Make and Model of Engines:

  	
   

  	
  CFM56-5B5/P

  
	
  Serial Numbers of Engines:

  	
   

  	
  Per Exhibit G

  






 


NEW AIRCRAFT NO. 1


 





















 


TABLE OF CONTENTS


 


	
  ARTICLE 1

  	
   

  	
  SUMMARY OF
  TRANSACTION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2

  	
   

  	
  DEFINITIONS

  	
   

  	
   

  
	
  2.1

  	
   

  	
  General Definitions

  	
   

  	
   

  
	
  2.2

  	
   

  	
  Specific Definitions

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 3

  	
   

  	
  PLACE AND
  DATE OF DELIVERY

  	
   

  	
   

  
	
  3.1

  	
   

  	
  Place of Delivery

  	
   

  	
   

  
	
  3.2

  	
   

  	
  Scheduled Delivery Date

  	
   

  	
   

  
	
  3.3

  	
   

  	
  Delivery Subject to Manufacturer Delivery

  	
   

  	
   

  
	
  3.4

  	
   

  	
  No LESSOR Liability

  	
   

  	
   

  
	
  3.5

  	
   

  	
  Total Loss of Aircraft Prior to Delivery

  	
   

  	
   

  
	
  3.6

  	
   

  	
  Cancellation for
  Delay

  	
   

  	
   

  
	
  3.7

  	
   

  	
  Delay

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4

  	
   

  	
  LEASE TERM

  	
   

  	
   

  
	
  4.1

  	
   

  	
  Lease Term

  	
   

  	
   

  
	
  4.2

  	
   

  	
  “Expiration Date”

  	
   

  	
   

  
	
  4.3

  	
   

  	
  “Termination Date”

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 5

  	
   

  	
  SECURITY
  DEPOSIT, TRANSACTION FEE, RENT, RESERVES AND OTHER PAYMENTS

  	
   

  	
   

  
	
  5.1

  	
   

  	
  Security Deposit

  	
   

  	
   

  
	
  5.2

  	
   

  	
  [Redacted]

  	
   

  	
   

  
	
  5.3

  	
   

  	
  Rent

  	
   

  	
   

  
	
  5.4

  	
   

  	
  Reserves

  	
   

  	
   

  
	
  5.5

  	
   

  	
  [Redacted]

  	
   

  	
   

  
	
  5.6

  	
   

  	
  LESSOR’s Bank
  Account

  	
   

  	
   

  
	
  5.7

  	
   

  	
  Default Interest

  	
   

  	
   

  
	
  5.8

  	
   

  	
  No
  Deductions or Withholdings

  	
   

  	
   

  
	
  5.9

  	
   

  	
  Value Added Taxes

  	
   

  	
   

  
	
  5.10

  	
   

  	
  Wire
  Transfer Disbursement Report

  	
   

  	
   

  
	
  5.11

  	
   

  	
  Net Lease

  	
   

  	
   

  
	
  5.12

  	
   

  	
  LESSOR
  Performance of LESSEE Obligation

  	
   

  	
   

  
	
  5.13

  	
   

  	
  Consideration
  for Rent and Other Amounts

  	
   

  	
   

  



 


ii





















 


	
  ARTICLE 6

  	
   

  	
  INVOLVEMENT WITH
  AIRCRAFT MANUFACTURER

  	
   

  	
   

  
	
  6.1

  	
   

  	
  LESSEE
  Selection of Aircraft

  	
   

  	
   

  
	
  6.2

  	
   

  	
  Participation Agreement

  	
   

  	
   

  
	
  6.3

  	
   

  	
  Procurement of BFE

  	
   

  	
   

  
	
  6.4

  	
   

  	
  LESSEE
  Inspection of Aircraft

  	
   

  	
   

  
	
  6.5

  	
   

  	
  Aircraft at Delivery

  	
   

  	
   

  
	
  6.6

  	
   

  	
  Delivery
  of the Aircraft to LESSEE

  	
   

  	
   

  
	
  6.7

  	
   

  	
  LESSEE Acceptance
  of Aircraft

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 7

  	
   

  	
  PRE-DELIVERY,
  DELIVERY AND POST-DELIVERY DOCUMENTARY AND OTHER REQUIREMENTS

  	
   

  	
   

  
	
  7.1

  	
   

  	
  Pre-Delivery
  Requirements

  	
   

  	
   

  
	
  7.2

  	
   

  	
  LESSOR’s Pre-Delivery
  Requirements

  	
   

  	
   

  
	
  7.3

  	
   

  	
  Delivery Requirements

  	
   

  	
   

  
	
  7.4

  	
   

  	
  Post-Delivery Requirements

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 8

  	
   

  	
  DISCLAIMERS

  	
   

  	
   

  
	
  8.1

  	
   

  	
  “As Is,
  Where Is”

  	
   

  	
   

  
	
  8.2

  	
   

  	
  Waiver of Warranty of
  Description

  	
   

  	
   

  
	
  8.3

  	
   

  	
  LESSEE
  Waiver

  	
   

  	
   

  
	
  8.4

  	
   

  	
  Conclusive
  Proof

  	
   

  	
   

  
	
  8.5

  	
   

  	
  No LESSOR Liability for
  Losses

  	
   

  	
   

  
	
  8.6

  	
   

  	
  No Liability to
  Repair or Replace

  	
   

  	
   

  
	
  8.7

  	
   

  	
  No Waiver

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 9

  	
   

  	
  MANUFACTURERS’ AND
  VENDORS’ WARRANTIES

  	
   

  	
   

  
	
  9.1

  	
   

  	
  Warranties

  	
   

  	
   

  
	
  9.2

  	
   

  	
  Non-Assignable
  Warranties

  	
   

  	
   

  
	
  9.3

  	
   

  	
  Reassignment

  	
   

  	
   

  
	
  9.4

  	
   

  	
  Warranty
  Claims

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 10

  	
   

  	
  OPERATION OF AIRCRAFT

  	
   

  	
   

  
	
  10.1

  	
   

  	
  Costs
  of Operation

  	
   

  	
   

  
	
  10.2

  	
   

  	
  Compliance
  with Laws

  	
   

  	
   

  
	
  10.3

  	
   

  	
  Training

  	
   

  	
   

  
	
  10.4

  	
   

  	
  No Violation of
  Insurance Policies

  	
   

  	
   

  
	
  10.5

  	
   

  	
  Flight
  Charges

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 11

  	
   

  	
  SUBLEASES

  	
   

  	
   

  
	
  11.1

  	
   

  	
  No Sublease without
  LESSOR Consent

  	
   

  	
   

  
	
  11.2

  	
   

  	
  LESSOR
  Costs

  	
   

  	
   

  
	
  11.3

  	
   

  	
  Any
  Approved Sublease

  	
   

  	
   

  



 


iii





















 


	
  11.4

  	
   

  	
  Assignment of
  Sublease

  	
   

  	
   

  
	
  11.5

  	
   

  	
  Wet Leases

  	
   

  	
   

  
	
  11.6

  	
   

  	
  Continued
  Responsibility of LESSEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 12

  	
   

  	
  MAINTENANCE
  OF AIRCRAFT

  	
   

  	
   

  
	
  12.1

  	
   

  	
  General Obligation

  	
   

  	
   

  
	
  12.2

  	
   

  	
  Specific Obligations

  	
   

  	
   

  
	
  12.3

  	
   

  	
  Replacement of Parts

  	
   

  	
   

  
	
  12.4

  	
   

  	
  Removal of Engines

  	
   

  	
   

  
	
  12.5

  	
   

  	
  Pooling of
  Engines and Parts

  	
   

  	
   

  
	
  12.6

  	
   

  	
  Installation
  of Engines on Other aircraft

  	
   

  	
   

  
	
  12.7

  	
   

  	
  Engine Thrust
  Rating

  	
   

  	
   

  
	
  12.8

  	
   

  	
  Modifications

  	
   

  	
   

  
	
  12.9

  	
   

  	
  Performance
  of Work by Third Parties

  	
   

  	
   

  
	
  12.10

  	
   

  	
  Reporting
  Requirements

  	
   

  	
   

  
	
  12.11

  	
   

  	
  Information
  Regarding Maintenance Program

  	
   

  	
   

  
	
  12.12

  	
   

  	
  LESSOR
  Rights to Inspect Aircraft

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 13

  	
   

  	
  USE OF RESERVES

  	
   

  	
   

  
	
  13.1

  	
   

  	
  Airframe Reserves

  	
   

  	
   

  
	
  13.2

  	
   

  	
  Engine
  Performance Restoration Reserves

  	
   

  	
   

  
	
  13.3

  	
   

  	
  Engine LLP Reserves

  	
   

  	
   

  
	
  13.4

  	
   

  	
  Landing Gear
  Reserves

  	
   

  	
   

  
	
  13.5

  	
   

  	
  Reimbursement

  	
   

  	
   

  
	
  13.6

  	
   

  	
  Reimbursement
  Adjustment

  	
   

  	
   

  
	
  13.7

  	
   

  	
  Costs in
  Excess of Reserves

  	
   

  	
   

  
	
  13.8

  	
   

  	
  Reimbursement
  after Termination Date

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 14

  	
   

  	
  TITLE AND
  REGISTRATION

  	
   

  	
   

  
	
  14.1

  	
   

  	
  Title
  to the Aircraft during Lease Term

  	
   

  	
   

  
	
  14.2

  	
   

  	
  Registration of
  Aircraft

  	
   

  	
   

  
	
  14.3

  	
   

  	
  Filing of This
  Lease

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 15

  	
   

  	
  IDENTIFICATION
  PLATES

  	
   

  	
   

  
	
  15.1

  	
   

  	
  Airframe
  Identification Plates

  	
   

  	
   

  
	
  15.2

  	
   

  	
  Engine
  Identification Plates

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 16

  	
   

  	
  TAXES

  	
   

  	
   

  
	
  16.1

  	
   

  	
  General
  Obligation of LESSEE

  	
   

  	
   

  
	
  16.2

  	
   

  	
  Exceptions to
  Indemnity

  	
   

  	
   

  
	
  16.3

  	
   

  	
  After-Tax Basis

  	
   

  	
   

  



 


iv





















 


	
  16.4

  	
   

  	
  Timing
  of Payment

  	
   

  	
   

  
	
  16.5

  	
   

  	
  Contests

  	
   

  	
   

  
	
  16.6

  	
   

  	
  Refunds

  	
   

  	
   

  
	
  16.7

  	
   

  	
  Cooperation in Filing
  Tax Returns

  	
   

  	
   

  
	
  16.8

  	
   

  	
  Survival
  of Obligations

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 17

  	
   

  	
  INDEMNITIES

  	
   

  	
   

  
	
  17.1

  	
   

  	
  General
  Indemnity

  	
   

  	
   

  
	
  17.2

  	
   

  	
  Exceptions to General
  Indemnities

  	
   

  	
   

  
	
  17.3

  	
   

  	
  After-Tax
  Basis

  	
   

  	
   

  
	
  17.4

  	
   

  	
  Timing
  of Payment

  	
   

  	
   

  
	
  17.5

  	
   

  	
  Subrogation

  	
   

  	
   

  
	
  17.6

  	
   

  	
  Notice

  	
   

  	
   

  
	
  17.7

  	
   

  	
  Refunds

  	
   

  	
   

  
	
  17.8

  	
   

  	
  Defense
  of Claims

  	
   

  	
   

  
	
  17.9

  	
   

  	
  Survival
  of Obligation

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 18

  	
   

  	
  INSURANCE

  	
   

  	
   

  
	
  18.1

  	
   

  	
  Categories
  of Insurance

  	
   

  	
   

  
	
  18.2

  	
   

  	
  Third Party War
  Liability Insurance

  	
   

  	
   

  
	
  18.3

  	
   

  	
  Installation of
  Third Party Engine

  	
   

  	
   

  
	
  18.4

  	
   

  	
  Insurance for Indemnities

  	
   

  	
   

  
	
  18.5

  	
   

  	
  Renewal

  	
   

  	
   

  
	
  18.6

  	
   

  	
  Assignment of Rights by
  LESSOR

  	
   

  	
   

  
	
  18.7

  	
   

  	
  Deductibles

  	
   

  	
   

  
	
  18.8

  	
   

  	
  Insurance for Wet
  Lease Operations

  	
   

  	
   

  
	
  18.9

  	
   

  	
  Other
  Insurance

  	
   

  	
   

  
	
  18.10

  	
   

  	
  Information

  	
   

  	
   

  
	
  18.11

  	
   

  	
  Currency

  	
   

  	
   

  
	
  18.12

  	
   

  	
  Grounding
  of Aircraft

  	
   

  	
   

  
	
  18.13

  	
   

  	
  Failure
  to Insure

  	
   

  	
   

  
	
  18.14

  	
   

  	
  Reinsurance

  	
   

  	
   

  
	
  18.15

  	
   

  	
  Limit on Hull in Favor
  of LESSEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 19

  	
   

  	
  LOSS, DAMAGE AND
  REQUISITION

  	
   

  	
   

  
	
  19.1

  	
   

  	
  Definitions

  	
   

  	
   

  
	
  19.2

  	
   

  	
  Notice
  of Total Loss

  	
   

  	
   

  
	
  19.3

  	
   

  	
  Total Loss of
  Aircraft or Airframe

  	
   

  	
   

  
	
  19.4

  	
   

  	
  Surviving
  Engine(s)

  	
   

  	
   

  
	
  19.5

  	
   

  	
  Total Loss of
  Engine and Not Airframe

  	
   

  	
   

  
	
  19.6

  	
   

  	
  Other
  Loss or Damage

  	
   

  	
   

  



 


v





















 


	
  19.7

  	
   

  	
  Copy
  of Insurance Policy

  	
   

  	
   

  
	
  19.8

  	
   

  	
  Government
  Requisition

  	
   

  	
   

  
	
  19.9

  	
   

  	
  Return of
  Security Deposit and other Amounts

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 20

  	
   

  	
  REPRESENTATIONS,
  WARRANTIES AND COVENANTS OF LESSEE

  	
   

  	
   

  
	
  20.1

  	
   

  	
  Representations and
  Warranties

  	
   

  	
   

  
	
  20.2

  	
   

  	
  Covenants

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 21

  	
   

  	
  REPRESENTATIONS,
  WARRANTIES AND COVENANTS OF LESSOR

  	
   

  	
   

  
	
  21.1

  	
   

  	
  Representations and
  Warranties

  	
   

  	
   

  
	
  21.2

  	
   

  	
  Covenant of Quiet Enjoyment

  	
   

  	
   

  
	
  21.3

  	
   

  	
  Covenant of U.S. Citizenship

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 22

  	
   

  	
  FINANCIAL AND RELATED
  INFORMATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 23

  	
   

  	
  RETURN
  OF AIRCRAFT

  	
   

  	
   

  
	
  23.1

  	
   

  	
  Date of
  Return

  	
   

  	
   

  
	
  23.2

  	
   

  	
  Technical
  Report

  	
   

  	
   

  
	
  23.3

  	
   

  	
  Return
  Location

  	
   

  	
   

  
	
  23.4

  	
   

  	
  Full Aircraft
  Documentation Review

  	
   

  	
   

  
	
  23.5

  	
   

  	
  Aircraft
  Inspection

  	
   

  	
   

  
	
  23.6

  	
   

  	
  Certificate of
  Airworthiness Matters

  	
   

  	
   

  
	
  23.7

  	
   

  	
  General
  Condition of Aircraft at Return

  	
   

  	
   

  
	
  23.8

  	
   

  	
  Checks
  Prior to Return

  	
   

  	
   

  
	
  23.9

  	
   

  	
  Part Lives

  	
   

  	
   

  
	
  23.10

  	
   

  	
  Export and
  Deregistration of Aircraft

  	
   

  	
   

  
	
  23.11

  	
   

  	
  LESSEE’s Continuing
  Obligations

  	
   

  	
   

  
	
  23.12

  	
   

  	
  Airport and Navigation
  Charges

  	
   

  	
   

  
	
  23.13

  	
   

  	
  Return Acceptance
  Certificate

  	
   

  	
   

  
	
  23.14

  	
   

  	
  Indemnities and Insurance

  	
   

  	
   

  
	
  23.15

  	
   

  	
  Civil
  Reserve Air Fleet

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 24

  	
   

  	
  ASSIGNMENT

  	
   

  	
   

  
	
  24.1

  	
   

  	
  No
  Assignment by LESSEE

  	
   

  	
   

  
	
  24.2

  	
   

  	
  Sale or Assignment by
  LESSOR

  	
   

  	
   

  
	
  24.3

  	
   

  	
  LESSOR’s
  Lender

  	
   

  	
   

  
	
  24.4

  	
   

  	
  LESSEE
  Cooperation

  	
   

  	
   

  
	
  24.5

  	
   

  	
  Protections

  	
   

  	
   

  



 


vi





















 


	
  ARTICLE 25

  	
   

  	
  DEFAULT
  OF LESSEE

  	
   

  	
   

  
	
  25.1

  	
   

  	
  LESSEE
  Notice to LESSOR

  	
   

  	
   

  
	
  25.2

  	
   

  	
  Events
  of Default

  	
   

  	
   

  
	
  25.3

  	
   

  	
  LESSOR’s
  General Rights

  	
   

  	
   

  
	
  25.4

  	
   

  	
  Deregistration
  and Export of Aircraft

  	
   

  	
   

  
	
  25.5

  	
   

  	
  LESSEE Liability for
  Damages

  	
   

  	
   

  
	
  25.6

  	
   

  	
  Waiver
  of Default

  	
   

  	
   

  
	
  25.7

  	
   

  	
  Present
  Value of Payments

  	
   

  	
   

  
	
  25.8

  	
   

  	
  Use
  of “Termination Date”

  	
   

  	
   

  
	
  25.9

  	
   

  	
  LESSEE’s
  Remedies

  	
   

  	
   

  
	
  25.10

  	
   

  	
  Waiver of Consequential
  Damages

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 26

  	
   

  	
  NOTICES

  	
   

  	
   

  
	
  26.1

  	
   

  	
  Manner of Sending Notices

  	
   

  	
   

  
	
  26.2

  	
   

  	
  Notice
  Information

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 27

  	
   

  	
  GOVERNING LAW AND
  JURISDICTION

  	
   

  	
   

  
	
  27.1

  	
   

  	
  California
  Law

  	
   

  	
   

  
	
  27.2

  	
   

  	
  Non-Exclusive
  Jurisdiction in California

  	
   

  	
   

  
	
  27.3

  	
   

  	
  Service
  of Process

  	
   

  	
   

  
	
  27.4

  	
   

  	
  Prevailing Party in Dispute

  	
   

  	
   

  
	
  27.5

  	
   

  	
  Waiver

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 28

  	
   

  	
  MISCELLANEOUS

  	
   

  	
   

  
	
  28.1

  	
   

  	
  [Redacted]

  	
   

  	
   

  
	
  28.2

  	
   

  	
  Press
  Releases

  	
   

  	
   

  
	
  28.3

  	
   

  	
  LESSOR Performance for
  LESSEE

  	
   

  	
   

  
	
  28.4

  	
   

  	
  LESSOR’s Payment
  Obligations

  	
   

  	
   

  
	
  28.5

  	
   

  	
  Application
  of Payments

  	
   

  	
   

  
	
  28.6

  	
   

  	
  Usury Laws

  	
   

  	
   

  
	
  28.7

  	
   

  	
  Delegation
  by LESSOR

  	
   

  	
   

  
	
  28.8

  	
   

  	
  Rights
  of Parties

  	
   

  	
   

  
	
  28.9

  	
   

  	
  Further
  Assurances

  	
   

  	
   

  
	
  28.10

  	
   

  	
  Use
  of Word “including”

  	
   

  	
   

  
	
  28.11

  	
   

  	
  Headings

  	
   

  	
   

  
	
  28.12

  	
   

  	
  Invalidity of Any Provision

  	
   

  	
   

  
	
  28.13

  	
   

  	
  Time
  Is of the Essence

  	
   

  	
   

  
	
  28.14

  	
   

  	
  Amendments
  in Writing

  	
   

  	
   

  
	
  28.15

  	
   

  	
  Counterparts

  	
   

  	
   

  
	
  28.16

  	
   

  	
  Delivery of Documents by
  Fax

  	
   

  	
   

  
	
  28.17

  	
   

  	
  Entire
  Agreement

  	
   

  	
   

  



 


vii





















 


	
  28.18

  	
   

  	
  Expenses

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
   

  	
  AIRCRAFT
  DESCRIPTION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT B

  	
   

  	
  SUMMARY
  OF TRANSACTION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT C

  	
   

  	
  COMMERCIAL
  TERMS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT D

  	
   

  	
  PARTICIPATION
  AGREEMENT

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT E

  	
   

  	
  CERTIFICATE
  OF INSURANCE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT F

  	
   

  	
  BROKERS’
  LETTER OF UNDERTAKING

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT G

  	
   

  	
  ESTOPPEL
  AND ACCEPTANCE CERTIFICATE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT H

  	
   

  	
  OPINION
  OF COUNSEL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT I

  	
   

  	
  ASSIGNMENT
  OF RIGHTS (AIRFRAME)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT J

  	
   

  	
  ASSIGNMENT
  OF RIGHTS (ENGINES)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT K

  	
   

  	
  RETURN
  ACCEPTANCE RECEIPT

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT L

  	
   

  	
  MONTHLY
  REPORT

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT M

  	
   

  	
  AIRCRAFT
  DOCUMENTATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT N

  	
   

  	
  TECHNICAL
  EVALUATION REPORT

  	
   

  	
   

  



 


viii





















 


AIRCRAFT LEASE AGREEMENT


 


THIS
AIRCRAFT LEASE AGREEMENT is made and entered into as of December 5, 2003.


 


BETWEEN:


 


FRONTIER
AIRLINES, INC., a Colorado corporation whose address and principal place of
business are at Frontier Center One, 7001 Tower Road, Denver, Colorado 80249 (“LESSEE”) and


 


INTERNATIONAL
LEASE FINANCE CORPORATION, a California corporation whose address and principal
place of business are at 1999 Avenue of the Stars, 39th Floor, Los Angeles,
California 90067-6049, United States of America (“LESSOR”).


 


The
subject matter of this Lease is one (1) new Airbus A319-111 aircraft
as more particularly described on Exhibit A attached hereto.  In consideration of and subject to the mutual
covenants, terms and conditions contained in this Lease, LESSOR hereby agrees
to lease to LESSEE and LESSEE hereby agrees to lease from LESSOR the aircraft
and the parties further agree as follows:


 


1





















 


ARTICLE 1                                  SUMMARY OF TRANSACTION


 


SEE EXHIBIT B.


 


2





















 


ARTICLE 2                                  DEFINITIONS


 


Except
where the context otherwise requires, the following words have the following
meanings for all purposes of this Lease. 
The definitions are equally applicable to the singular and plural forms
of the words.  Any agreement defined
below includes each amendment, modification, supplement and waiver thereto in
effect from time to time.


 


2.1                                                                     General Definitions.


 


“Aircraft” means the Aircraft described
on Exhibit A hereto, including the Airframe, two (2) Engines, Parts
and Aircraft Documentation, collectively. 
As the context requires, “Aircraft” may also mean the Airframe, any
Engine, any Part, the Aircraft Documentation or any part thereof
individually.  For example, in the
context of return to LESSOR the term “Aircraft” means the Airframe, Engines,
Parts and Aircraft Documentation collectively, yet in the context of LESSEE not
creating any Security Interests other than Permitted Liens on the Aircraft, the
term “Aircraft” means any of the Airframe, any Engine, any Part or the
Aircraft Documentation individually.


 


“Aircraft Documentation” means all (a) log
books, Aircraft records, manuals and other documents provided to LESSEE in
connection with the A3ircraft, as listed in Exhibit G, (b) all
documents listed in Exhibit M and (c) any other documents required to
be maintained during the Lease Term by the Aviation Authority, LESSEE’s
Maintenance Program and this Lease.


 


“Airframe” means the airframe listed in
the Estoppel and Acceptance Certificate executed at Delivery together with all
Parts relating thereto (except Engines or engines).


 


“Airframe Warranty Assignment” means the
Assignment of Rights (Airframe) to be entered into between LESSOR and LESSEE in
the form of Exhibit I.


 


“Airworthiness Directives” or “ADs” means all airworthiness directives
(or equivalent) issued by the FAA applicable to the Aircraft.


 


“APU” means the auxiliary power unit of
the Aircraft.


 


“Aviation Authority” means the FAA or
any Government Entity which under the Laws of U.S. from time to time has
control over civil aviation or the registration, airworthiness


 


3





















 


or operation of aircraft in
U.S.  If the Aircraft is registered in a
country other than the U.S., “Aviation Authority” means the agency which
regulates civil aviation in such other country.


 


“Aviation Documents” means any or all of
the following which at any time may be obtainable from the Aviation Authority: (a) LESSOR’s
application for registration of the Aircraft with the appropriate authority in
the State of Registration, (b) the certificate of registration for the
Aircraft issued by the State of Registration, (c) a certificate of
airworthiness for the Aircraft specifying transport category (passenger), (d) an
air operator’s certificate, (e) such recordation of LESSOR’s title to the
Aircraft and interest in this Lease as may be available in the State of
Registration and (f) all such other authorizations, approvals, consents
and certificates in the State of Registration as may be required to enable
LESSEE lawfully to operate the Aircraft.


 


“AVSA” means AVSA S.A.R.L., a société
à responsabilité limitée
organized and existing under the laws of the Republic of France.


 


“Basic Engine” means those units and
components of the Engine which are used to induce and convert fuel/air mixture
into thrust/power; to transmit power to the fan and accessory drives; to
supplement the function of other defined systems external to the Engine; and to
control and direct the flow of internal lubrication, plus all essential
accessories as supplied by Engine manufacturer. 
The nacelle, installed components related to the Aircraft systems,
thrust reversers, QEC and the exhaust nozzle are excluded.


 


“BFE” means any equipment which is to be
provided by the purchaser of the Aircraft (whether actually provided by LESSOR
as buyer-furnished equipment or Manufacturer as seller-purchased equipment).


 


“Business Day” means a day other than a
Saturday or Sunday on which the banks in New York City and Denver, Colorado are
open for the transaction of business of the type required by this Lease.


 


“Certificated Air Carrier” means any
Person (except the U.S. Government) that is a “citizen of the United States of
America” (as defined in Section 40102 of Title 49 of U.S.C.) and holding a
Certificate of Public Convenience and Necessity issued under Section 41102
of Title 49 of U.S.C. by the Department of Transportation or any predecessor or
successor agency thereto, or, in the event such certificates shall no longer be
applicable, any Person (except the U.S. Government) that is a citizen of the
U.S. (as defined in Section 40102 of Title 49 of the U.S.C.) and legally
engaged in the business of transporting for hire passengers or cargo by air
predominantly to, from or between points within the U.S., and, in either event,
operating commercial jet aircraft capable of carrying ten or more individuals
or 6,000 pounds or more of cargo, which also is certificated.


 


4





















 


“Confidentiality Agreement” means that
certain agreement between LESSOR and LESSEE executed in September 2003,
concerning the confidential treatment of certain information with respect to
the transaction contemplated by this Lease.


 


“Creditor” means any lessor, owner,
bank, lender, mortgagee or other Person which is the owner of or has any
interest in an aircraft engine or aircraft operated by LESSEE.


 


“Creditor Agreement” means the
applicable agreement between a Creditor and LESSEE or between Creditors
pursuant to which such Creditor owns, leases or has an interest in either an
aircraft operated by LESSEE on which an Engine may be installed or in an
aircraft engine which may be installed on the Airframe.


 


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


 


“Delivery” has the meaning given to such
term in Article 6.6.


 


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


 


“DGAC” means the French Direction
Générale a l’Aviation Civile or any successor thereto.


 


“Dollars” and “$” means the lawful currency of the
U.S.


 


“Engine” means (a) each of the
engines listed on the Estoppel and Acceptance Certificate; (b) any
replacement engine to which title has been transferred to LESSOR pursuant to Article 19.5
following a Total Loss of an Engine and which otherwise meets the requirements
of such Article; and (c) all Parts installed in or on any of such engines
at Delivery (or substituted, renewed or replacement Parts in accordance with
this Lease) so long as title thereto is or remains vested in LESSOR in
accordance with the terms of Article 12.3.


 


“Engine Refurbishment” means all
scheduled and unscheduled off wing Engine maintenance and repair accomplished
for each module of the Basic Engine in accordance with the performance
restoration or full overhaul sections of the Engine manufacturer’s workscope
planning guide.


 


“Engine Warranty Assignment” means the
Assignment of Rights (Engines) to be entered into between LESSOR and LESSEE in
the form of Exhibit J.


 


5





















 


“Estoppel and Acceptance Certificate”
means that certain estoppel and acceptance certificate in the form of Exhibit G
pursuant to which LESSEE accepts Delivery of the Aircraft.


 


“Event of Default” means any of the
events referred to in Article 25.2.


 


“FAA” means the Federal Aviation
Administration of the Department of Transportation or any successor thereto
under the Laws of the U.S.


 


“FAR” and “FARs” refer to the U.S. Federal Aviation Regulations
embodied in Title 14 of the U.S. Code of Federal Regulations, as amended
from time to time, or any successor regulations thereto.


 


“Geneva Convention” means the Convention
on the International Recognition of Rights in Aircraft signed in Geneva,
Switzerland on June 19, 1948.


 


“Government Entity” means any (a) national,
state or local government, (b) board, commission, department, division,
instrumentality, court, agency or political subdivision thereof and (c) association,
organization or institution of which any of the entities listed in (a) or (b) is
a member or to whose jurisdiction any such entity is subject.


 


“Landing Gear” means the installed main
and nose landing gear, components and their associated actuators, side braces
and parts.


 


“Law” means any (a) statute,
decree, constitution, regulation, order or any directive of any Government
Entity, (b) treaty, pact, compact or other agreement to which any
Government Entity is a signatory or party and (c) judicial or
administrative interpretation or application of any of the foregoing.


 


“Lease” means this Aircraft Lease
Agreement, together with all Exhibits hereto.


 


“LESSOR’s Lien” means any Security
Interest created by LESSOR or otherwise arising solely as a result of any act
or omission of LESSOR or any Person claiming by or through LESSOR.


 


“LESSOR’s Taxes” means any Taxes
referred to in Article 16.2.


 


“Maintenance Program” means (a) LESSEE’s
maintenance program as approved by the Aviation Authority, (b) if
applicable, the maintenance program of any Permitted Sublessee, during the term
of any permitted sublease, or (c) such other maintenance program as LESSOR
may, in its reasonable discretion, accept in writing.


 


6





















 


“Manufacturer” means Airbus Industries,
G.I.E.


 


“MPD” means the Maintenance Planning
Document published by Manufacturer and applicable to the Aircraft.  With respect to the hour/cycle/calendar time
limitation of Parts and inspections, references to the MPD mean the most
restrictive limitation set forth therein.


 


“Operative Documents” means this Lease,
the Participation Agreement, the Airframe Warranty Assignment, the Engine
Warranty Assignment, the Estoppel and Acceptance Certificate and any Side
Letter or other document or agreement signed by both LESSEE and LESSOR on or
after the date hereof relating to the leasing of the Aircraft hereunder or the
transactions contemplated hereby.


 


“Overhaul” means the full reconditioning
of an APU, Landing Gear, module or Part, as the case may be, in which such
equipment has been fully disassembled; cleaned; thoroughly inspected; and
returned to the standard specified by the applicable manufacturer’s
manual.  With respect to Engines, “Overhaul” means Engine Refurbishment.


 


“Part” means any part, component,
appliance, system module, engine module, accessory, material, instrument,
communications equipment, furnishing, LESSEE-furnished or LESSOR-purchased
equipment, the APU, or other item of equipment (other than complete Engines or
engines) for the time being installed in or attached to the Airframe or any
Engine, or which, having been removed from the Airframe or any Engine, remains
the property of LESSOR.


 


“Participation Agreement” means the
Participation Agreement to be entered into by LESSEE, LESSOR and AVSA and the
Manufacturer in the form of Exhibit D.


 


“Permitted Lien” means (a) LESSOR’s
Liens; (b) Security Interests arising in the ordinary course of LESSEE’s
business for Taxes either not yet assessed or, if assessed, not yet due or
being contested in good faith in accordance with Article 16.5 or (c) materialmen’s,
mechanics’, workmen’s, repairmen’s, employees’ liens or similar Security
Interests arising by operation of Law after the Delivery Date in the ordinary
course of LESSEE’s business for amounts which are either not yet due or are
being contested in good faith by appropriate proceedings (and for which
adequate reserves have been made or, when required in order to pursue such
proceedings, an adequate bond has been provided) so long as such proceedings do
not involve any material danger of sale, forfeiture or loss of the Aircraft.


 


“Permitted Sublessee” has the meaning
ascribed thereto in Article 11.1.1.


 


7





















 


“Permitted Transferee” means any Person
who:


 


(a)                           is a “citizen of the United States” as
defined in Section 40102 of Title 49 of the U.S.C. with the requisite
power and authority to enter into and carry out the transactions contemplated
by this Lease;


 


(b)                          is not, and is not affiliated with, a
Certificated Air Carrier or other commercial air carrier;


 


(c)                           enters into a binding agreement with LESSOR
and LESSEE pursuant to which, among other things, it agrees to be bound by the
terms of this Lease and agrees to perform all of the obligations of LESSOR
hereunder; and


 


(d)                          is either (i) a U.S. bank, insurance
company or other financial institution with a consolidated net worth, prior to
the date of transfer, of at least $30,000,000, (ii) a corporation which
has (or a general partnership whose general partners have) a consolidated net
worth, prior to the date of transfer, of at least $30,000,000 and which is a
sophisticated entity, experienced in participating as an equity investor in
commercial aircraft leases, (iii) the trustee or agent of an aircraft
income or similar fund; provided that such trustee or agent has a consolidated
net worth, prior to the date of transfer, of at least $30,000,000, or (iv) such
other Person as LESSEE shall approve in writing, such approval not to be
unreasonably withheld or delayed.


 


“Person” means any individual, firm,
partnership, joint venture, trust, corporation, Government Entity, committee,
department, authority or any body, incorporated or unincorporated, whether
having distinct legal personality or not.


 


“Prime Rate” means the rate of interest
from time to time publicly quoted by JPMorgan Chase Bank in New York, New York,
or its successor, as its prime commercial lending rate.


 


“Prohibited Country” means any country
to which the export and/or use of an Airbus A319-111 aircraft with CFM56-5B5/P
engines attached thereto is not permitted under (a) any United Nations
sanctions, (b) the Council Regulation (EC) No. 149/2003 which updates
and amends Council Regulation (EC) 1334/2000, (c) the United States Export
Administration Act 1979 (as amended) or any successor legislation and/or the
Export Administration Regulations promulgated thereunder, (d) where
applicable, the various regulations administered from time to time by the
Office of Foreign Assets Control of the U.S. Treasury Department, (e) any
similar or corresponding legislation then in effect in the U.S., the United
Kingdom, France, Spain or


 


8





















 


Germany or (f) any
subsequent United Nations Sanctions Orders the effect of which prohibits or
restricts the export and/or use of Airbus A319-111 aircraft with CFM56-5B5/P
engines attached thereto to such country.


 


“Security Interest” means any
encumbrance or security interest, however and wherever created or arising
including (without prejudice to the generality of the foregoing) any right of
ownership, security, mortgage, pledge, charge, encumbrance, lease, lien,
statutory or other right in rem, hypothecation, title retention, attachment,
levy, claim or right of possession or detention.


 


“State of Registration” means (a) the
U.S., (b) in the case of a sublease by LESSEE to a Permitted Sublessee,
the permitted state of registration of any aircraft leased by LESSOR to such
Permitted Sublessee, or (c) such other country or state of registration of
the Aircraft as LESSOR may, in its absolute discretion, approve in writing.


 


“U.S.” means the United States of
America.


 


Specific
Definitions.  The following terms are defined in the
Articles referenced below:


 


	
  Terms

  	
   

  	
  Article

  	
   

  
	
  Accrued Engine Maintenance
  Cost

  	
   

  	
  23.9.2(a)

  	
   

  
	
  Agreed Value

  	
   

  	
  19.1

  	
   

  
	
  Airframe Reserves

  	
   

  	
  5.4.1

  	
   

  
	
  CRAF

  	
   

  	
  23.15.1

  	
   

  
	
  CRAF Program Requisition
  Period

  	
   

  	
  23.15.1

  	
   

  
	
  Default Interest

  	
   

  	
  5.7

  	
   

  
	
  Delivery Location

  	
   

  	
  3.1

  	
   

  
	
  Eligible Structural Check

  	
   

  	
  13.1

  	
   

  
	
  Engine LLP Reserves

  	
   

  	
  5.4.1

  	
   

  
	
  Engine Performance
  Restoration Reserves

  	
   

  	
  5.4.1

  	
   

  
	
  Expenses

  	
   

  	
  17.1

  	
   

  
	
  Expiration Date

  	
   

  	
  4.2

  	
   

  
	
  Indemnitees

  	
   

  	
  17.1

  	
   

  
	
  Landing Gear Reserves

  	
   

  	
  5.4.1

  	
   

  
	
  Lease Term

  	
   

  	
  4.1

  	
   

  
	
  LESSEE Customization Costs

  	
   

  	
  5.3.1

  	
   

  



 


9





















 


	
  Terms

  	
   

  	
  Article

  	
   

  
	
  LESSOR’s Assignee

  	
   

  	
  24.2.1

  	
   

  
	
  LESSOR’s Bank

  	
   

  	
  5.6

  	
   

  
	
  LESSOR’s Lender

  	
   

  	
  24.3

  	
   

  
	
  Manufacturer’s Escalation
  Rate

  	
   

  	
  5.3.1

  	
   

  
	
  MCPH Agreement

  	
   

  	
  12.1.5

  	
   

  
	
  Modification

  	
   

  	
  12.8.1

  	
   

  
	
  Net Total Loss Proceeds

  	
   

  	
  19.1

  	
   

  
	
  OEM Part

  	
   

  	
  12.1.4

  	
   

  
	
  Outside Delivery Date

  	
   

  	
  3.6

  	
   

  
	
  Passenger Service
  Equipment

  	
   

  	
  12.8.1

  	
   

  
	
  Payment Default

  	
   

  	
  5.4.2

  	
   

  
	
  Rent

  	
   

  	
  5.3.1

  	
   

  
	
  Reserves

  	
   

  	
  5.4.1

  	
   

  
	
  Scheduled Delivery Date

  	
   

  	
  3.2

  	
   

  
	
  Security Deposit

  	
   

  	
  5.1.1

  	
   

  
	
  Taxes

  	
   

  	
  16.1

  	
   

  
	
  Termination Date

  	
   

  	
  4.3

  	
   

  
	
  Total Loss

  	
   

  	
  19.1

  	
   

  
	
  Total Loss Date

  	
   

  	
  19.1

  	
   

  
	
  Total Loss Proceeds

  	
   

  	
  19.1

  	
   

  



 


ARTICLE 3                                  PLACE AND DATE OF DELIVERY


 


3.1                                                                     Place of Delivery.   
LESSOR will deliver the Aircraft to LESSEE at Manufacturer’s facility at
Hamburg, Germany or such other place as may be agreed in writing between the
parties (the “Delivery Location”).


 


3.2                                                                     Scheduled Delivery Date.    As
of the date of this Lease, Delivery of the Aircraft from Manufacturer to LESSOR
is scheduled to occur in the month of [SEE PARAGRAPH 1 OF EXHIBIT C.].  LESSOR will notify LESSEE from time to time
and in a timely manner but no later than ninety (90) days prior to the
scheduled month of delivery of the scheduled week of delivery and no later than
thirty (30) days prior to the exact date on which LESSOR expects Delivery to
take place (the “Scheduled Delivery Date”).


 


3.3                                                                     Delivery Subject to
Manufacturer Delivery.    Subject to the provisions of this Article 3,
LESSOR and LESSEE expressly acknowledge that Delivery of the Aircraft to


 


10





















 


LESSEE
is subject to and conditioned upon delivery of the Aircraft by Manufacturer to
LESSOR.


 


3.4                                                                     No LESSOR Liability.   
LESSOR will not be liable for any loss or expense, or any loss of
profit, arising from any delay or failure in Delivery to LESSEE unless such
delay or failure arises as a direct consequence of the willful misconduct of
LESSOR or the breach by LESSOR of its obligations under the purchase agreement
with respect to the Aircraft, and in no event will LESSOR be liable for any
delay or failure which is caused by any breach or delay on the part of
Manufacturer or any BFE supplier.


 


3.5                                                                     Total Loss of Aircraft Prior
to Delivery.    If a Total Loss of the Aircraft occurs
prior to Delivery, neither party will have any further liability to the other
except that LESSOR will return to LESSEE the Security Deposit in accordance
with Article 5.1.3 and any prepaid Rent, whereupon this Lease shall
terminate.


 


3.6                                                                     Cancellation for Delay.


 


3.6.1                        Promptly after LESSOR becomes aware that in
Manufacturer’s opinion a delay will cause Delivery to be delayed beyond [SEE
PARAGRAPH 2 OF EXHIBIT C.] (the “Outside
Delivery Date”), LESSOR will notify LESSEE.  By written notice given within thirty (30)
days after the first to occur of (i) LESSEE’s receipt of such LESSOR
notice or (ii) the Outside Delivery Date, either party may by written
notice to the other party terminate this Lease and this Lease will terminate on
the date of receipt of such notice, provided however that LESSOR shall not so
terminate this Lease unless it has cancelled its purchase of the Aircraft from
the Manufacturer.  If neither party gives
notice of termination within such thirty (30) day period, then the period for
termination shall be deemed to be extended for an additional one hundred and
eighty (180) days after the expiration of such thirty (30) day period.  In the event that neither party gives a
notice of termination within such one hundred and eighty (180) day period, the
Lease will automatically terminate upon the expiration of such period, and
LESSOR will return to LESSEE the Security Deposit and any prepaid Rent as
provided above.


 


3.6.2                        In the event that Delivery is delayed more
than sixty (60) days beyond the Scheduled Delivery Date due to the gross
negligence or willful misconduct of LESSOR, LESSEE shall have the right to
terminate this Lease by written notice to LESSOR, and this Lease will terminate
on the date that is thirty (30) days after LESSOR’s receipt of such notice of
termination.


 


11





















 


3.6.3                        In the event of any termination of this Lease
pursuant to Article 3.6.1 or Article 3.6.2, neither party will have
any further liability to the other party except that LESSOR will return to
LESSEE the Security Deposit in accordance with Article 5.1.3 and any
prepaid Rent.


 


3.7                                                                     Delay.    In
the event that the Delivery of the Aircraft is delayed beyond the Scheduled
Delivery Date, then LESSEE and LESSOR will meet to discuss the action that they
will take against Manufacturer or any vendor as a result of such delay and what
compensation they desire from the Manufacturer or such vendor.  In the event that LESSOR receives
compensation from Manufacturer as a result of any delay, LESSOR after deducting
its costs and expenses resulting from such delay will provide to LESSEE the
balance of such compensation received from Manufacturer.  In the event that LESSOR receives an
abatement or other concession by Manufacturer in respect of Manufacturer’s
Escalation Rate as a result of any delay, LESSOR will pass through such
abatement or concession to LESSEE.


 


12





















 


ARTICLE 4                                  LEASE TERM


 


4.1                                                                     Lease Term.   
The term of leasing of the Aircraft will commence on the Delivery Date
and continue for a term of [SEE PARAGRAPH 3 OF EXHIBIT C.] (“Lease Term”).


 


4.2                                                                     “Expiration Date.    “Expiration Date” means the date on
which LESSEE is required to redeliver the Aircraft to LESSOR in the condition
required by this Lease on the last day of the Lease Term.


 


4.3                                                                     “Termination Date.    If
LESSEE returns the Aircraft to LESSOR on the Expiration Date in the condition
required by Article 23, then “Termination
Date” has the same meaning as “Expiration Date”.  If LESSEE does not do so, then “Termination Date” means the date on
which the first of the following events occurs:


 


(a)                                              there is a Total Loss of the Aircraft prior
to Delivery pursuant to Article 3.5;


 


(b)                                             cancellation of this Lease occurs pursuant to
Article 3.6;


 


(c)                                              there is a Total Loss of the Aircraft and
payment is made to LESSOR in accordance with Article 19.3;


 


(d)                                             an Event of Default occurs and LESSOR
repossesses the Aircraft or otherwise terminates this Lease pursuant to Article 25.3
prior to the Expiration Date and recovers possession and control of the
Aircraft;


 


(e)                                              an Event of Default occurs hereunder due to
LESSEE returning the Aircraft after the Expiration Date in the condition
required by this Lease; or


 


(f)                                                an Event of Default occurs and LESSOR
repossesses the Aircraft or otherwise terminates this Lease pursuant to Article 25.3
after the Expiration Date and recovers possession and control of the Aircraft.


 


13





















 


ARTICLE 5                                  SECURITY DEPOSIT,
TRANSACTION FEE, RENT, RESERVES AND OTHER PAYMENTS


 


5.1                                                                     Security Deposit.   
SEE PARAGRAPH 4 OF EXHIBIT C.


 


5.1.1                        SEE PARAGRAPH 4(a) OF EXHIBIT C.


 


5.1.2                        SEE PARAGRAPH 4(b) OF EXHIBIT C.


 


5.1.3                        SEE PARAGRAPH 4(c) OF EXHIBIT C.


 


5.2                                                                     [Redacted].   
SEE PARAGRAPH 5 OF EXHIBIT C.


 


5.3                                                                     Rent.   
SEE PARAGRAPH 6 OF EXHIBIT C.


 


5.3.1        SEE PARAGRAPH 6(a) OF EXHIBIT C.


 


5.3.2        SEE PARAGRAPH 6(b) OF EXHIBIT C.


 


5.4                                                                     Reserves.   
SEE PARAGRAPH 7 OF EXHIBIT C.


 


5.4.1        SEE PARAGRAPH 7(a) OF EXHIBIT C.


 


5.4.2        SEE PARAGRAPH 7(b) OF EXHIBIT C.


 


5.4.3        SEE PARAGRAPH 7(c) OF EXHIBIT C.


 


5.4.4        SEE PARAGRAPH 7(d) OF EXHIBIT C.


 


(a)                                              SEE PARAGRAPH 7(d)(i) OF EXHIBIT C.


 


(b)                                             SEE PARAGRAPH 7(d)(ii) OF EXHIBIT C.


 


5.4.5        SEE PARAGRAPH 7(e) OF EXHIBIT C.


 


5.4.6        SEE PARAGRAPH 7(f) OF EXHIBIT C.


 


5.5                                                                     [Redacted].   
SEE PARAGRAPH 8 OF EXHIBIT C.


 


14





















 


5.6                                                                     LESSOR’s Bank Account.   
The Security Deposit, Transaction Fee, Rent, Reserves and any other
payment due under this Lease will be paid by wire transfer of immediately
available U.S. Dollar funds to LESSOR’s bank account at:


 


International
Lease Finance Corporation


Account
No. 910-274-9067


JPMorgan
Chase Bank


270
Park Avenue


New
York, New York 10017


ABA# 021000021


 


or to such other bank
account as LESSOR may from time to time designate by written notice (“LESSOR’s Bank”).  When it is stated in this Lease that an
installment of the Security Deposit, the monthly Rent, Reserves or any other
payment is due or must be paid or made by LESSEE by a specific date, then such
payment actually must be received by LESSOR’s Bank on or before such specific
date, even if, in order for such payment to be received by LESSOR’s Bank by
such specific date, LESSEE must initiate the wire transfer prior to such
specific date.


 


5.7                                                                     Default Interest.    If
LESSOR’s Bank does not receive the Rent or any other amount on or before the
specific date when due, LESSOR will suffer loss and damage the exact nature and
amount of which are difficult or impossible to ascertain.  LESSEE will pay LESSOR as supplemental Rent
(by way of agreed compensation and not as a penalty) interest on any due and
unpaid amounts payable by LESSEE under this Lease calculated at a per annum
rate (based on a 360 day year) equal to [SEE PARAGRAPH 9 OF EXHIBIT C.]
plus the Prime Rate in effect on the date on which the amount was originally
due for the period from the date the amount originally was due through the date
the amount actually is received at LESSOR’s Bank or, in the case of LESSOR’s
performance of LESSEE’s obligations hereunder, from the date of payment by
LESSOR through the date of LESSEE’s repayment to LESSOR (“Default Interest”).  Default Interest will accrue on a day-to-day
basis and be compounded monthly.


 


5.8                                                                     No Deductions or
Withholdings.    Provided that LESSOR has not breached its
covenant of quiet enjoyment as set forth in Article 21.2, all payments by
LESSEE under this Lease, including the Security Deposit, Transaction Fee, Rent,
Reserves, Default Interest, fees, indemnities or any other item, will be made
in full without any deduction or withholding whether in respect of set-off,
counterclaim, duties, or Taxes (as defined in Article 16) imposed in the
State of Registration or any jurisdiction from which such payments are made
except to the extent otherwise required by Law, in which event LESSEE will pay
any additional amount such that the net payment received by LESSOR after any
required deduction or withholding equals the amount that LESSOR would have
received if such withholding had not been required; provided,


 


15





















 


however,
that if LESSEE pays any such additional amount to compensate for the
withholding of any LESSOR Taxes, LESSOR shall pay to LESSEE promptly after
receipt of LESSEE’s written request therefor (which request shall include a
description in reasonable detail of the LESSOR Taxes involved and the
calculation of the amounts to be paid) such amounts as are necessary so that
the net additional amounts received by LESSOR under this Article 5.8 do
not exceed the amounts that LESSOR would have received if no amounts in respect
of LESSOR Taxes had been required to be withheld or deducted by LESSEE.


 


5.9                                                                     Value Added Taxes.   
The Rent and other amounts payable by LESSEE under this Lease are
exclusive of any value added tax, turnover tax or similar tax or duty.


 


5.10                                                               Wire Transfer Disbursement
Report.    At the time of each Rent or other payment,
LESSEE will advise LESSOR in writing of the amount of the payment being made by
LESSEE and the allocation of such payment to the Security Deposit, Rent,
Reserves, Default Interest and other charges. 
Notwithstanding the allocation set forth in LESSEE’s report, in the
event an Event of Default has occurred and is continuing under this Lease,
LESSOR will have complete discretion to allocate LESSEE’s payments as LESSOR
determines.


 


5.11                                                               Net Lease.


 


5.11.1                                                      This Lease is a net lease and LESSEE’s
obligation to pay Rent and make other payments in accordance with this Lease
will be absolute and unconditional under any and all circumstances and
regardless of other events, including the following:


 


(a)                                              any right of set-off, counterclaim, recoupment,
defense or other right (including any right of reimbursement) which LESSEE may
have against LESSOR, Manufacturer, the Engine manufacturer or any other person
for any reason, including any claim LESSEE may have for the foregoing;


 


(b)                                             unavailability or interruption in use of the
Aircraft for any reason, including a requisition thereof or any prohibition or
interference with or other restriction against LESSEE’s use, operation or
possession of the Aircraft (whether by Law or otherwise), any defect in title,
airworthiness, merchantability, fitness for any purpose, condition, design,
specification or operation of any kind or nature of the Aircraft, the
ineligibility of the Aircraft for any particular use or trade or for
registration under the Laws of any jurisdiction or Total Loss of the Aircraft;


 


(c)                                              insolvency, bankruptcy, reorganization,
arrangement, readjustment of debt, dissolution, liquidation, receivership,
administration or similar proceedings by or


 


16





















 


against
LESSOR, LESSEE, Manufacturer, the Engine manufacturer or any other Person;


 


(d)                                             invalidity or unenforceability or lack of due
authorization of or other defect in this Lease;


 


(e)                                              failure or delay on the part of any party to
perform its obligations under this Lease; or


 


(f)                                                any other circumstance which but for this
provision would or might have the effect of terminating or in any other way
affecting any obligation of LESSEE hereunder.


 


5.11.2                  Nothing in Article 5.11 will be construed (a) to
limit LESSEE’s rights and remedies in the event of LESSOR’s breach of its
warranty of quiet enjoyment set forth in Article 21.2 or LESSOR’s breach
of its warranty of U.S. citizenship set forth in Article 21.3 or (b) to
limit LESSEE’s rights and remedies to institute legal or other proceedings or
pursue any claim it may have against LESSOR or any other Person; provided,
however, that LESSEE will have no obligation to pay Rent as aforesaid, except
in respect of Rent accrued at the time, for the number of days that LESSEE is
deprived of the possession and use of the Aircraft as the result of the breach
by LESSOR of its warranty of quiet enjoyment obligations set forth Article 21.2.


 


5.12                                                               LESSOR Performance of LESSEE
Obligation.    If LESSEE fails to make any payment due
under this Lease to a third party in connection with the Aircraft or fails to
perform any other obligation required under this Lease, LESSOR may (but is not
required to) at its election and without waiver of its rights perform such
obligation and/or pay such amount.


 


5.12.1                                                      LESSEE’s Right to Contest in Good Faith.   
Notwithstanding the terms of Article 5.12, if LESSEE reasonably
contests its obligation to make a payment to a third party, LESSOR will not
exercise its right to make such payment so long as (i) no other Event of
Default under this Lease exists and is continuing, (ii) no Security
Interest in the Aircraft (other than Permitted Liens) has arisen as a result of
such non-payment, and (iii) there is no significant risk of prejudice to
any of the rights or interests of LESSOR or any LESSOR’s Lender with respect to
the Aircraft or the Lease as a result of such non-payment.


 


5.12.2                                                      LESSOR’s Right to Repayment.    
Within five (5) Business Days after written notice to LESSEE of the
amount paid by LESSOR on behalf of LESSEE pursuant to Article 5.12, LESSEE
will repay such amount to LESSOR together with Default Interest. 


 


17





















 


Such payment to LESSOR will constitute additional Rent payable by
LESSEE to LESSOR hereunder.  Any payment,
performance or compliance by LESSOR of a LESSEE obligation hereunder will not
affect the occurrence or continuance of an Event of Default.


 


5.13                                                               Consideration for Rent and
Other Amounts.    The amount of the Rent and other payments
contained herein are in consideration of LESSEE’s waiver of warranties and
indemnities set forth in Articles 8 and 17, respectively, and the other
provisions of this Lease.


 


ARTICLE 6                                  INVOLVEMENT WITH AIRCRAFT
MANUFACTURER


 


6.1                                                                     LESSEE Selection of Aircraft.   
LESSEE ACKNOWLEDGES THAT THE DESCRIPTION OF THE AIRCRAFT SET FORTH IN
THIS LEASE IS BASED UPON INFORMATION SUPPLIED BY MANUFACTURER.  LESSEE COVENANTS TO LESSOR THAT LESSEE HAS
USED ITS OWN JUDGMENT IN SELECTING THE AIRCRAFT AND HAS DONE SO BASED ON ITS
SIZE, DESIGN AND TYPE.  LESSEE
ACKNOWLEDGES THAT LESSOR IS NOT A MANUFACTURER, REPAIRER OR SERVICING AGENT OF
THE AIRCRAFT.


 


6.2                                                                     Participation Agreement.   
LESSEE shall have the right to inspect the Aircraft during the
manufacture process and to attend and observe the acceptance tests of the
Aircraft pursuant to the terms of a Participation Agreement to be entered into
between LESSEE and LESSOR in the form set forth in Exhibit D.


 


6.3                                                                     Procurement of BFE.   
LESSEE’s and LESSOR’s technical representatives will meet and determine
which of LESSEE or LESSOR will provide specific items of BFE.  Such BFE will then be provided to
Manufacturer by LESSEE or LESSOR, as applicable, within the time frames
required by Manufacturer.


 


6.4                                                                     LESSEE Inspection of
Aircraft.    During the course of final assembly of the
Aircraft, and at Delivery, LESSEE may have its own representative present to
inspect the Aircraft and to ensure its conformity with LESSEE’s needs and the
terms of this Lease.  LESSEE will have
ground inspection and acceptance flight rights with respect to the
Aircraft.  If LESSEE’s inspection reveals
that the Aircraft does not comply in any respect with the terms of this Lease,
LESSOR will (for its own behalf and at LESSEE’s request) promptly cause the
Manufacturer to correct any such defects and make the Aircraft available for
reinspection to LESSEE, and to conduct such further demonstration flights as
may be necessary to verify compliance with the requirements of this Lease,
including but not limited to Exhibit A attached


 


18





















 


hereto.  LESSEE acknowledges that, as between LESSEE
and LESSOR, in accepting the Aircraft LESSEE is relying on its own inspection
and knowledge of the Aircraft in determining whether the Aircraft meets the
requirements of this Lease.


 


6.5                                                                     Aircraft at Delivery.    At
Delivery, the Aircraft will be as set forth in Exhibit A, as such
description may be modified by any change requests agreed to among LESSEE,
LESSOR and Manufacturer (which will be reflected in amendment(s) to this
Lease).  In the event of any
discrepancies, LESSEE and LESSOR will cooperate in good faith with one another
and with Manufacturer and Engine manufacturer, as applicable, in order to
arrive at a mutually acceptable resolution of any such discrepancies.


 


6.6                                                                     Delivery of the Aircraft to
LESSEE.    Subject to LESSEE having performed all of
the conditions precedent to Delivery set forth herein, immediately following
delivery of the Aircraft from Manufacturer to LESSOR, LESSOR will tender the
Aircraft to LESSEE at the Delivery Location. 
Provided that the Aircraft is in the condition required by Article 6.5
and provided that LESSOR shall have performed all conditions precedent noted in
Article 7.2 hereof, upon the tender of the Aircraft by LESSOR to LESSEE,
LESSEE will accept the Aircraft by executing and delivering to LESSOR the
Estoppel and Acceptance Certificate, whereupon Delivery will be deemed to have
occurred for all purposes under this Lease (hereinafter, “Delivery”), including, but not limited
to, the commencement of LESSEE’s obligation to pay Rent hereunder.


 


6.7                                                                     LESSEE Acceptance of
Aircraft.    If LESSEE fails to (a) comply with the
conditions contained in Articles 7.1 and 7.3 so as to allow Delivery to
take place immediately following delivery of the Aircraft by Manufacturer to
LESSOR or (b) take delivery of the Aircraft when properly tendered for
delivery by LESSOR in the condition required hereunder, LESSEE will indemnify
LESSOR for all reasonable and documented costs and expenses incurred by LESSOR
as a direct result thereof including (but without limitation) any payments
other than the purchase price which LESSOR becomes obliged to make to
Manufacturer.


 


19





















 


ARTICLE 7                                  PRE-DELIVERY, DELIVERY AND
POST-DELIVERY DOCUMENTARY AND OTHER REQUIREMENTS


 


7.1                                                                     Pre-Delivery Requirements.   
LESSEE will do each of the following prior to the Scheduled Delivery
Date of the Aircraft within the time frames set forth below:


 


7.1.1                        Within one (1) month after execution of this
Lease, LESSEE will deliver to LESSOR each of the following:


 


(a)                                              copies of resolutions of the Board of
Directors of LESSEE or other written evidence of appropriate corporate action,
duly certifying and authorizing the lease of the Aircraft hereunder and the
execution, delivery and performance of this Lease, together with an incumbency
certificate as to the person or persons authorized to execute and deliver
documents on behalf of LESSEE hereunder; and


 


(b)                                             an opinion of LESSEE’s in-house counsel in
the form and substance of Exhibit H.


 


7.1.2                        At least seven (7) days prior to the
Scheduled Delivery Date, LESSEE will have delivered to LESSOR a Certificate of
Insurance and Brokers’ Letter of Undertaking substantially in the form of
Exhibits E and F, respectively, from LESSEE’s insurance brokers evidencing
insurance of the Aircraft in accordance with this Lease from the Delivery Date.


 


7.1.3                        At least three (3) Business Days prior to the
Scheduled Delivery Date, LESSEE will do each of the following:


 


(a)                                              provide LESSOR with a power of attorney
evidencing the authority of LESSEE’s representative, who may be an officer or
employee of LESSEE, to accept the Aircraft on behalf of LESSEE; and


 


(b)                                             provide LESSOR with such other documents as
LESSOR may reasonably request.


 


7.2                                                                     LESSOR’s Pre-Delivery
Requirements.    LESSEE’s obligation to accept delivery of
and lease the Aircraft hereunder is subject to satisfaction of the following
conditions precedent:


 


20





















 


(a)                                              No later than sixty (60) days prior to the
Scheduled Delivery Date, LESSOR will have entered into an agreement with the
owner or financier of the Inflight Equipment as provided in
Article 12.8.7(b).


 


(b)                                             LESSOR shall tender the Aircraft including
the Aircraft Documentation to LESSEE at the Delivery Location in accordance
with Article 6.6;


 


(c)                                              LESSOR shall have delivered to its special
FAA counsel an executed original application for registration and will be
prepared to advise such counsel to register the Aircraft in the U.S. in the
name of LESSOR;


 


(d)                                             The Aircraft shall have a valid Certificate
of Airworthiness and shall be in the condition required in order to meet the
operating requirements of FAR Part 121;


 


(e)                                              All Airworthiness Directives which are issued
prior to the Delivery Date and which require compliance (either by means of
repetitive inspections, modifications or terminating action) prior to Delivery
or within one (1) year after Delivery will be complied with on a terminating
action basis at LESSOR’s cost; Airworthiness Directives which do not have a
terminating action will be accomplished at the highest level of inspection or
modification possible;


 


(f)                                                LESSOR shall have executed and delivered to
LESSEE the Airframe Warranty Assignment and the Engine Warranty Assignment,
together with the consents of Seller and the Engine manufacturer, respectively,
in the form set forth as Schedule 1 to each agreement, and a consent of
Manufacturer to the Airframe Warranty Assignment in form and substance
reasonably satisfactory to LESSEE; and


 


(g)                                             LESSOR shall have taken delivery of the
Aircraft from the Manufacturer and the Aircraft shall be in the condition
required for Delivery to LESSEE in accordance with this Lease.


 


7.3                                 Delivery Requirements.    On
the Delivery Date of the Aircraft, each of the following will occur:


 


7.3.1                        If not previously done, LESSEE will pay to
LESSOR the first monthly installment of Rent in accordance with
Article 5.3.2;


 


7.3.2                        LESSEE will execute and deliver to LESSOR the
Estoppel and Acceptance Certificate covering the Aircraft and dated the
Delivery Date.


 


21





















 


7.3.3                        LESSEE will deliver a certificate signed by
an officer of LESSEE stating all of the following:


 


(a)                                              the representations and warranties contained
in Article 20 are true and accurate on and as of the Delivery Date as
though made on and as of such date (except to the extent that such
representations and warranties relate solely to an earlier date); and


 


(b)                                             no Default has occurred and is continuing or
will result from LESSEE’s lease of the Aircraft hereunder.


 


7.3.4                        LESSEE’s in-house counsel will deliver an
opinion confirming the matters set forth in the opinion of counsel described in
Article 7.1 and advising that all filing and other requirements described
in the earlier opinion of counsel have been met.


 


7.4                                                                     Post-Delivery Requirements.


 


7.4.1                        At or immediately following Delivery and with
LESSEE’s cooperation, LESSOR will, at its expense, procure registration of the
Aircraft in the State of Registration and will have completed all necessary
filings with the FAA.


 


ARTICLE 8                                  DISCLAIMERS


 


LESSOR HAS COMMITTED TO
LESSEE THAT ON THE DELIVERY DATE THE AIRCRAFT WILL BE IN THE CONDITION REQUIRED
BY ARTICLE 6 SUCH COMMITMENT OR COVENANT ON THE PART OF LESSOR EXPIRES AND
THE DISCLAIMERS SET FORTH IN THIS ARTICLE 8 APPLY UPON LESSEE’S ACCEPTANCE
OF THE AIRCRAFT AND EXECUTION OF THE ESTOPPEL AND ACCEPTANCE CERTIFICATE.  AFTER SUCH TIME, THEN AS BETWEEN LESSOR AND
LESSEE:


 


8.1                                                                     “As Is, Where Is.   
LESSEE AGREES THAT IT IS LEASING THE AIRCRAFT “AS IS, WHERE IS”.  LESSEE UNCONDITIONALLY ACKNOWLEDGES AND
AGREES THAT NEITHER LESSOR NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES OR
REPRESENTATIVES HAVE MADE OR WILL BE DEEMED TO HAVE MADE ANY TERM, CONDITION,
REPRESENTATION, WARRANTY OR COVENANT EXPRESS OR IMPLIED (WHETHER STATUTORY OR
OTHERWISE) AS TO (a) THE CAPACITY, AGE, AIRWORTHINESS, VALUE, QUALITY,
DURABILITY, CONFORMITY TO THE


 


22





















 


PROVISIONS OF THIS LEASE,
DESCRIPTION, CONDITION (WHETHER OF THE AIRCRAFT, ANY ENGINE, ANY PART THEREOF
OR THE AIRCRAFT DOCUMENTATION), DESIGN, WORKMANSHIP, MATERIALS, MANUFACTURE,
CONSTRUCTION, OPERATION, DESCRIPTION, STATE, MERCHANTABILITY, PERFORMANCE,
FITNESS FOR ANY PARTICULAR USE OR PURPOSE (INCLUDING THE ABILITY TO OPERATE OR
REGISTER THE AIRCRAFT OR USE THE AIRCRAFT DOCUMENTATION IN ANY OR ALL
JURISDICTIONS) OR SUITABILITY OF THE AIRCRAFT OR ANY PART THEREOF, OR THE
ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, KNOWN OR
UNKNOWN, APPARENT OR CONCEALED, EXTERIOR OR INTERIOR, (b) THE ABSENCE OF
ANY INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT OR OTHER INTELLECTUAL
PROPERTY RIGHTS, (c) ANY IMPLIED WARRANTY ARISING FROM COURSE OF
PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE OR (d) ANY OTHER
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE AIRCRAFT OR
ANY PART THEREOF, ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED AND EXTINGUISHED
EXCEPT AS EXPRESSLY PROVIDED IN ARTICLE 21 HEREOF.


 


8.2                                                                     Waiver of Warranty of
Description.    IN CONSIDERATION OF (a) LESSEE’S
RIGHTS HEREUNDER TO INSPECT THE AIRCRAFT AND (b) LESSOR’S ASSIGNMENT TO
LESSEE OF ANY EXISTING AND ASSIGNABLE WARRANTIES OF MANUFACTURER AND THE ENGINE
MANUFACTURER, LESSEE HEREBY AGREES THAT ITS ACCEPTANCE OF THE AIRCRAFT AT
DELIVERY AND ITS EXECUTION AND DELIVERY OF THE ESTOPPEL AND ACCEPTANCE
CERTIFICATE CONSTITUTE LESSEE’S WAIVER OF THE WARRANTY OF DESCRIPTION, ANY
CLAIMS LESSEE MAY HAVE AGAINST LESSOR BASED UPON THE FAILURE OF THE AIRCRAFT TO
CONFORM WITH SUCH DESCRIPTION AND ANY AND ALL RIGHTS IT MAY HAVE TO THE
REMEDIES SET FORTH IN SECTIONS 10508 THROUGH 10522 OF THE CALIFORNIA
COMMERCIAL CODE.  EVEN IF AT ANY TIME THE
FAILURE OF THE AIRCRAFT TO CONFORM TO SUCH DESCRIPTION SUBSTANTIALLY IMPAIRS
THE VALUE AND UTILITY OF THE AIRCRAFT AND EITHER (i) LESSEE ACCEPTED THE
AIRCRAFT BASED ON A REASONABLE ASSUMPTION THAT THE NONCONFORMITY WOULD BE CURED
AND IT WAS NOT SEASONABLY CURED OR (ii) LESSEE ACCEPTED THE AIRCRAFT
WITHOUT DISCOVERING THE NONCONFORMITY BUT LESSEE’S ACCEPTANCE OF THE AIRCRAFT
WAS REASONABLY INDUCED EITHER BY LESSOR’S ASSURANCES OR BY THE DIFFICULTY OF
DISCOVERING ANY DEFECT PRIOR TO ACCEPTANCE, LESSEE AGREES NOT TO LOOK TO LESSOR
FOR DAMAGES OR RELIEF ARISING OUT OF THE FAILURE OF THE AIRCRAFT TO CONFORM TO
SUCH DESCRIPTION.


 


23





















 


8.3                                                                     LESSEE Waiver.   
LESSEE hereby waives as between itself and LESSOR and agrees not to seek
to establish or enforce any rights and remedies, express or implied (whether
statutory or otherwise) against LESSOR or the Aircraft relating to any of the
matters mentioned in Articles 8.1 or 8.2 and the leasing thereof by LESSOR
to LESSEE.


 


8.4                                                                     Conclusive Proof.   
DELIVERY BY LESSEE TO LESSOR OF THE ESTOPPEL AND ACCEPTANCE CERTIFICATE
WILL BE CONCLUSIVE PROOF AS BETWEEN LESSOR AND LESSEE THAT LESSEE’S TECHNICAL
EXPERTS HAVE EXAMINED AND INVESTIGATED THE AIRCRAFT, INCLUDING THE ENGINES AND
THE AIRCRAFT DOCUMENTATION AND THAT EACH IS IN THE CONDITION REQUIRED HEREUNDER
(EXCEPT AS SPECIFICALLY SET FORTH IN SUCH CERTIFICATE), AND OTHERWISE IN EVERY
WAY SATISFACTORY TO LESSEE.


 


8.5                                                                     No LESSOR Liability for
Losses.    LESSEE agrees that LESSOR will not be
liable to LESSEE, any sublessee or any Person, whether in contract or tort and
however arising, for any cost, loss or damage (consequential or otherwise)
arising out of the condition of the Aircraft, whether or not due in whole or in
part to an act or omission or the active or passive negligence of LESSOR.


 


8.6                                                                     No Liability to Repair or
Replace.    LESSOR will not be liable for any expense
in repairing or replacing any item of the Aircraft or be liable to supply
another aircraft or any item in lieu of the Aircraft or any Part thereof if the
same is lost, confiscated, damaged, destroyed or otherwise rendered unfit for
use.


 


8.7                                                                     No Waiver.   
Nothing in this Article 8 or elsewhere in this Lease will be deemed
to be a waiver by LESSEE of any rights it may have against Manufacturer, the
Engine manufacturer or any other Person.


 


24





















 


ARTICLE 9                                  MANUFACTURERS’ AND VENDORS’
WARRANTIES


 


9.1                                                                     Warranties.   
Effective upon Delivery LESSOR will assign to LESSEE for the duration of
the Lease Term the benefit of all warranties and indemnities given to LESSOR by
Manufacturer and the Engine manufacturer pursuant to the Airframe Warranty
Assignment and the Engine Warranty Assignment, respectively.  Effective on the Delivery Date, all other
assignable vendor warranties with respect to the Aircraft are hereby assigned
by LESSOR to LESSEE.


 


9.2                                                                     Non-Assignable Warranties.    To
the extent that any warranty or indemnity given to LESSOR by Manufacturer and
others with respect to the Aircraft cannot be assigned, LESSEE will be entitled
to take such action to enforce such warranty or indemnity in the name of LESSOR
against Manufacturer and such other parties as LESSEE sees fit (and,
notwithstanding any provision to the contrary in Article 8.3, LESSOR will
reasonably cooperate with LESSEE in pursuit of the same), but subject to LESSEE
first ensuring that LESSOR is indemnified and secured to LESSOR’s reasonable
satisfaction against all losses, damage, costs, expenses and liabilities
thereby incurred or reasonably likely to be incurred.


 


9.3                                                                     Reassignment.    On
the Termination Date, the benefit of any warranty assigned by LESSOR to LESSEE
will be reassigned automatically to LESSOR or its designee.  LESSEE’s rights to receive payment under any
such warranties will revert to LESSOR during any period in which an Event of
Default is continuing.  LESSEE at its own
cost and expense will do all such things and execute such documents as may be
reasonably required for this purpose.


 


9.4                                                                     Warranty Claims.   
LESSEE will diligently and promptly pursue any valid claims it may have
against Manufacturer and others under such warranties with respect to the
Aircraft.  If there are any outstanding
warranty claims at the time of return, LESSEE will provide notice of the same
to LESSOR.


 


ARTICLE 10                           OPERATION OF AIRCRAFT


 


10.1                                                               Costs of Operation.   
LESSEE will pay all costs incurred in the operation of the Aircraft
during the Lease Term, for profit or otherwise, including the costs of flight
crews, cabin personnel, fuel, oil, lubricants, maintenance, insurance, storage,
landing and navigation fees, airport charges, passenger service and any and all
other expenses of any kind or nature, directly or indirectly, in connection
with or related to the use, movement and operation of the Aircraft.  The obligations, covenants and liabilities of
LESSEE under this paragraph arising prior to return


 


25





















 


of the Aircraft to LESSOR
will continue in full force and effect, notwithstanding the termination of this
Lease or expiration of the Lease Term.


 


10.2                                                               Compliance with Laws.   
Except as expressly provided in this Lease, LESSEE agrees throughout the
Lease Term to maintain operational control of the Aircraft and use the Aircraft
in accordance with applicable Laws of the State of Registration and of any
country, state, territory or municipality into or over which LESSEE may operate
the Aircraft.  LESSEE will not employ,
suffer or cause the Aircraft to be used in any business which is forbidden by
Law or in any manner which will render it liable to condemnation, destruction,
seizure, or confiscation by any authority. 
Unless due to emergency, LESSEE will not permit the Aircraft to fly to
any airport or country if so doing would cause LESSEE to be in violation of any
Law applicable to LESSEE or the Aircraft.


 


10.3                                                               Training.   
LESSEE will not use the Aircraft for testing or for training of flight
crew members other than LESSEE crew members or as otherwise may be required by
the Aviation Authority and, from and after the date on which it obtains other
A319 aircraft, it will not use the Aircraft for training any more than it
utilizes for training the other A319 aircraft in its fleet.


 


10.4                                                               No Violation of Insurance
Policies.    LESSEE will not use or permit the Aircraft
to be used in any manner or for any purpose which is not covered by the
insurance policies LESSEE is required to carry and maintain as set forth in
this Lease.  LESSEE will not carry any
goods of any description excepted or exempted from such policies or do any
other act or permit to be done anything which could reasonably be expected by
LESSEE to invalidate or limit any such insurance policy.


 


10.5                                                               Flight Charges.   
LESSEE will pay promptly when due all en route navigation charges,
navigation service charges and all other charges payable by LESSEE for the use
of or for services provided at any airport, whether in respect of the Aircraft
or any other aircraft of LESSEE, and will indemnify and hold LESSOR harmless in
respect of the same.  This indemnity will
continue in full force and effect notwithstanding the termination or expiration
of the Lease Term for any reason or the return of the Aircraft.


 


ARTICLE 11                           SUBLEASES


 


11.1                                                               No Sublease without LESSOR
Consent.    LESSEE WILL NOT SUBLEASE OR PART WITH
POSSESSION OF THE AIRCRAFT (EXCEPT FOR MAINTENANCE AND REPAIR) AT ANY TIME
WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR (NOT TO BE UNREASONABLY WITHHELD OR
DELAYED) EXCEPT FOR A SUBLEASE TO A


 


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PERMITTED SUBLESSEE PRE-APPROVED
IN ARTICLE 11.1.1 BELOW, AND IN ACCORDANCE WITH SUCH REQUIREMENTS AS MAY
FROM TIME TO TIME BE AGREED IN WRITING BETWEEN LESSOR AND LESSEE.  The wet leasing of the Aircraft during the
Lease Term (in which LESSEE and its crews retain operational control of the
Aircraft) will not be considered a sublease of the Aircraft.


 


11.1.1                                                      LESSEE may sublease the Aircraft without
LESSOR’s prior consent to any operator which is then currently a lessee of
LESSOR (“Permitted Sublessee”),
provided that such operator is not then in default and has not been in default
at any time during the preceding ninety (90) days under any aircraft lease
agreement between such operator and LESSOR. 
Any such sublease will be subject to the provisions of this
Article 11, including the provisions of Article 11.2 below.


 


11.2                                                               LESSOR Costs.   
LESSEE will indemnify LESSOR on demand for all reasonable and actual out-of-pocket
expenses (including legal fees) incurred in connection with LESSOR’s assessment
of the subleasing proposal (whether or not LESSOR’s consent to such sublease is
ultimately given), review of the sublease documentation and implementation of
the sublease.


 


11.3                                                               Any Approved Sublease.   
Any sublease to a Permitted Sublessee, and any other sublease approved by
LESSOR will be for a term no greater than the remaining Lease Term and contain
provisions consistent with this Lease protecting LESSOR’s title to the
Aircraft, providing appropriate LESSOR indemnities, regarding the maintenance
and repair standards for the Aircraft, concerning the insurances which will be
carried by the sublessee and the circumstances which constitute a Total Loss of
the Aircraft.  Any such sublease will be
subject and subordinate to this Lease. 
In its sole discretion, LESSOR may require an opinion of counsel in
connection with such sublease, including LESSOR’s right to repossess the
Aircraft in the event of an Event of Default hereunder or under the
sublease.  LESSEE will not amend the
terms of any approved sublease which, if so amended, would have a material
adverse effect on LESSOR’s right, title or interest in the Aircraft or this
Lease, without the prior written consent of LESSOR, which will not be
unreasonably withheld, conditioned or delayed. 
Notwithstanding the foregoing, LESSOR agrees that even if an Event of
Default has occurred and is continuing hereunder, so long as the approved
sublessee fully performs all of the obligations of LESSEE hereunder and agrees
to do so on a going forward basis and there is no risk to LESSOR of an impairment
to LESSOR’s unencumbered title to the Aircraft, LESSOR will not interfere with
such sublessee’s quiet use and enjoyment of the Aircraft.


 


11.4                                                               Assignment of Sublease.   
Any approved sublease will be assigned to LESSOR as security for LESSEE’s
obligations under this Lease.  LESSEE
will deliver the original counterpart of the sublease to LESSOR and make any
filings necessary to protect LESSOR’s security interest.


 


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11.5                                                               Wet Leases.   
The wet leasing of the Aircraft during the Lease Term (in which LESSEE
and its crews retain operational control of the Aircraft) will not be
considered a sublease of the Aircraft and will be permitted without LESSOR’s
consent, provided that (a) the Aircraft remains registered in the State of
Registration, (b) the Aircraft will neither be based in nor operated in or
to a Prohibited Country, (c) LESSEE provides LESSOR with either (i) a
certified copy of the applicable provisions from the wet lease agreement, (ii)
a certified copy or original of an insurance certificate confirming the
maintenance of insurance coverage as required by Article 18 and
Exhibit E, or (iii) an officer’s certificate indicating whether LESSEE or
the wet lessee will be responsible for maintaining the primary passenger,
baggage and cargo liability insurance relating to operation under the wet
lease, and (d) LESSEE complies with Article 18.8.


 


11.6                                                               Continued Responsibility of
LESSEE.    LESSEE will continue to be responsible for
performance of its obligations under this Lease during any period of sublease.


 


ARTICLE 12                           MAINTENANCE OF AIRCRAFT


 


12.1                                                               General Obligation.


 


12.1.1                                                      During the Lease Term and until the Aircraft
is returned to LESSOR in the condition required by this Lease, LESSEE alone has
the obligation, at its expense, to maintain and repair the Aircraft, Engines,
and all of the Parts (a) in accordance with the Maintenance Program,
(b) in accordance with the rules and regulations of the Aviation
Authority, (c) in accordance with Manufacturer’s type design, (d) in
accordance with any other regulations or requirements necessary in order to
maintain a valid Certificate of Airworthiness for the Aircraft and meet the
requirements at all times during the Lease Term and upon return of the Aircraft
to LESSOR for issuance of a Standard Certificate of Airworthiness for transport
category aircraft issued by the FAA in accordance with FAR Part 21
(except during those periods when (i) the Aircraft is undergoing maintenance,
Overhaul, modification, or repairs as required or permitted by this Lease and
to the extent in conflict with the requirements of the Aviation Authority or
(ii) the Aircraft type has been grounded by the FAA, the DGAC or other
applicable Aviation Authority) and (e) in the same manner and with the
same care as used by LESSEE with respect to similar aircraft and engines
operated by LESSEE and without in any way discriminating against the Aircraft.


 


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12.1.2                                                      No Engine will remain in an unserviceable
condition for more than three (3) months.


 


12.1.3                                                      [SEE PARAGRAPH 10 OF EXHIBIT C.]


 


12.1.4                                                      [SEE PARAGRAPH 11 OF EXHIBIT C.]


 


12.1.5                                                      LESSEE will not enter into any Engine
maintenance cost per flight hour, power-by-the-hour or similar agreement with
respect to the Engines (“MCPH Agreement”)
with the Engine manufacturer or any other Engine maintenance facility or
organization without LESSOR’s prior written consent, which shall not be
unreasonably withheld.  At a minimum, any
MCPH Agreement must provide that the MCPH provider will not place or enforce
any lien upon any Engine covered by the MCPH program for any amounts owed by
LESSEE.  In all events, LESSEE will at
its cost be responsible for performing all work necessary to meet the return
conditions with respect to the Engines set forth in Article 23 even if
such work is not covered by LESSEE’s MCPH Agreement.


 


12.2                                                               Specific Obligations.   
Without limiting Article 12.1, LESSEE agrees that such maintenance
and repairs will include but will not be limited to each of the following
specific items:


 


(a)                                              performance in accordance with the
Maintenance Program of all routine and non-routine maintenance work;


 


(b)                                             incorporation in the Aircraft of all
Airworthiness Directives which are applicable to the Aircraft;


 


(c)                                              incorporation in the Aircraft of all alert
service bulletins of Manufacturer, Engine manufacturer and other vendors or
manufacturers of Parts installed on the Aircraft which are applicable to the
Aircraft and any service bulletins which must be performed in order to maintain
the warranties on the Aircraft, Engines, and Parts;


 


(d)                                             [SEE PARAGRAPH 12 OF EXHIBIT C.]


 


(e)                                              compliance with a corrosion prevention and
control program including the correction of any discrepancies in accordance
with the Maintenance Program.  In
addition, all inspected areas will be properly treated with corrosion inhibitor
in accordance with the Maintenance Program;


 


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(f)                                                maintaining in English and keeping in an up-to-date
status the records and historical documents set forth in Exhibit M;


 


(g)                                             maintaining historical records as required by
the FAA, in English, for on condition, condition-monitored, hard time and life-limited
Parts (including tags from the manufacturer of such Part or a repair facility
which evidence that such Part is new or overhauled and establish authenticity
in accordance with FAA requirements, total time in service and time since
overhaul for such Part), the hours and cycles the Aircraft and Engines operate
and all maintenance and repairs performed on the Aircraft; and


 


(h)                                             properly documenting all repairs,
Modifications and alterations and the addition, removal or replacement of
equipment, systems or components in accordance with the rules and regulations
of the Aviation Authority and reflecting such items in the Aircraft
Documentation.  In addition, all repairs
to the Aircraft will be accomplished in accordance with either (i) Manufacturer’s
Structural Repair Manual (or DGAC-approved Repair Approval Sheets) or (ii) FAA-approved
data (such as FAA Form 8110 or equivalent). 
All Modifications and alterations will be accomplished in accordance
with FAA-approved data (such as FAA Form 8110 or equivalent).


 


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12.3                                                               Replacement of Parts.


 


12.3.1                                                      LESSEE, at its own cost and expense, will
promptly replace all Parts which may from time to time become worn out, lost,
stolen, destroyed, seized, confiscated, damaged beyond repair or rendered unfit
or beyond economical repair (BER) for use for any reason.  In the ordinary course of maintenance,
service, repair, overhaul or testing, LESSEE may remove any Part provided that
LESSEE replaces such Part as promptly as practicable.  All replacement Parts will (a) be free
and clear of all Security Interests (except Permitted Liens) of any kind or
description, (b) be in condition approved for return to service and of at
least equivalent model, service bulletin and modification status and have a
value and utility at least equal to the Parts replaced, assuming such replaced
Parts were in the condition and repair required to be maintained by the terms
hereof and (c) have a current “serviceable tag” of the manufacturer or
maintenance facility providing such items to LESSEE, indicating that such Parts
are new, serviceable or Overhauled.  So
long as a substitution meets the requirements of the Maintenance Program and
the Aviation Authority, LESSEE may substitute for any Part a part that does not
meet the requirements of the foregoing sentence if a complying Part cannot be
procured or installed within the available ground time of the Aircraft and as
soon as practicable the noncomplying part is removed and replaced by a
complying Part.  With respect to
replacement modules in an Engine, (x) the life limited Part that is due to be
removed earliest in such replacement module will have no less life remaining
than the life limited Part that is due to be removed earliest in the replaced
module and (y) the average life remaining for all life limited Parts in the
replacement module will be no less than the average life remaining for the life
limited Parts in the replaced module.


 


12.3.2                                                      All Parts removed from the Airframe or any
Engine will remain the property of LESSOR and subject to this Lease no matter
where located, until such time as such Parts have been replaced by Parts (which
have been incorporated or installed in or attached to the Airframe or such
Engine) which meet the requirements for replacement Parts specified above and
title to such replacement Parts has passed to LESSOR under the Laws of the
State of Registration and lex situs.  To the extent permitted by the Laws of the
State of Registration and the lex situs
it is the intent of LESSOR and LESSEE that without further act and immediately
upon any replacement Part becoming incorporated, installed or attached to the
Airframe or an Engine as above provided, (a) title to the removed Part
will thereupon vest in LESSEE, free and clear of all rights of LESSOR and
LESSOR’s Liens, (b) title to the replacement Part will thereupon vest in
LESSOR free and clear of all rights of LESSEE (other than LESSEE’s rights under
this Lease) and (c) such replacement


 


31





















 


Part will become subject to
this Lease and be deemed to be a Part hereunder to the same extent as the Parts
originally incorporated or installed in or attached to the Airframe or such
Engine.


 


12.4                                                               Removal of Engines.


 


12.4.1                                                      If an Engine is removed for testing, service,
repair, maintenance, Overhaul work, alterations or modifications, title to such
Engine will at all times remain vested in LESSOR.


 


12.4.2                                                      LESSEE will be entitled to remove any of the
Engines from the Aircraft and install another engine or engines on the
Aircraft, provided that LESSEE complies with each of the following obligations:


 


(a)                                              the insurance requirements set forth in
Article 18 and Exhibit E are in place;


 


(b)                                             LESSEE ensures that the identification plates
referred to in Article 15 are not removed from any Engine upon such Engine
being detached from the Aircraft; and


 


(c)                                              title to the Engine remains with LESSOR free
from all Security Interests (except Permitted Liens) regardless of the location
of the Engine or its attachment to or detachment from the Aircraft.


 


12.5                                                               Pooling of Engines and Parts.   
LESSEE may subject the Engines and Parts to normal interchange or
pooling agreements with responsible international scheduled commercial air
carriers customary in the airline industry and entered into by LESSEE in the
ordinary course of its business with respect to its entire Airbus narrow body
(A318, A319, A320 and/or A321) fleet so long as (a) in the case of pooling
of an Engine, such Engine is returned to LESSEE within four (4) months,
(b) no transfer of title to the Engine occurs, (c) all other terms of
this Lease continue to be observed with respect to the Engines or Parts,
including but not limited to Articles 8, 10, 12, 14, 15, 16, 17, 18 and 19
and (d) LESSEE continues to be fully responsible to LESSOR for the
performance of all of its obligations hereunder.


 


12.6                                                               Installation of Engines on
Other aircraft.    Any Engine removed from the Aircraft may be
installed on another aircraft in LESSEE’s fleet which utilizes engines of the
same type as the Engine only if one of the situations described in this
Article 12.6 exists:


 


12.6.1                                                      LESSEE or LESSOR has title to such other
aircraft free and clear of all Security Interests (except Permitted Liens).


 


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12.6.2                                                      LESSEE, LESSOR and all of the Creditors of
LESSEE of such aircraft enter into an engines cooperation agreement in form and
substance reasonably acceptable to LESSOR in which each party agrees to
recognize one another’s rights in the engines. 
LESSEE will reimburse LESSOR and LESSOR’s Lender for their reasonable
attorneys’ fees and costs in negotiating and finalizing engine cooperation
agreement arrangements with LESSEE and its Creditors.


 


12.6.3                                                      Such other aircraft is subject to a Creditor
Agreement (but no other Security Interests except Permitted Liens) which by its
terms expressly or effectively states that such Creditor and its successors and
assigns will not acquire any right, title or interest in any Engine by reason
of such Engine being installed on such aircraft.   LESSEE hereby agrees that if LESSOR’s title
to an Engine is in fact impaired under any such Creditor Agreement, such
impairment will be deemed to be a Total Loss of such Engine and the provisions
of Article 19.5 will apply unless, no later than thirty (30) days after
the impairment arose, (a) the impairment has ceased to exist or (b) LESSEE has
provided LESSOR with a bond, bank guarantee, or other form of protection
acceptable to LESSOR in its sole discretion. 
To the extent another Creditor Agreement contains such provisions, then
LESSOR hereby agrees for the benefit of the Creditor of such Creditor Agreement
that neither LESSOR nor its successors or assigns will acquire or claim any
right, title or interest in any engine in which LESSEE or another Creditor has
an interest as a result of such engine being installed on the Airframe.


 


12.7                                                               Engine Thrust Rating.    No
Engine shall be utilized at a thrust rating greater than the thrust rating set
forth in Exhibit A, absent LESSOR’s express written consent.


 


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12.8                                                               Modifications.


 


12.8.1                                                      No modification, alteration, addition, or
removal to or from the Aircraft (“Modification”)
expected to cost over [SEE PARAGRAPH 13 OF EXHIBIT C.] or deviation from the
Aircraft’s original type design or configuration will be made without the prior
written consent of LESSOR, which consent will not be unreasonably withheld or
delayed.  “Modification” does not include
any modification, alteration, addition or removal (a) performed in
accordance with Airworthiness Directives, (b) performed in accordance
with recommended or alert service bulletins of the Manufacturer or the
manufacturer of any Engine or other Part or (c) of any Parts which are
owned by LESSEE, leased or conditionally sold to LESSEE (other than by LESSOR)
including, without limitation, entertainment and passenger service equipment
such as audio-visual equipment, personal computers, fax machines, telephones or
other communications equipment (collectively, the “Passenger Service Equipment”), for which
LESSOR’s consent is not required.


 


12.8.2                                                      LESSOR may review LESSEE’s proposed designs,
plans, engineering drawings and diagrams, and flight and maintenance manual
revisions for any proposed Modification. 
If requested by LESSOR, LESSEE will furnish LESSOR (at LESSEE’s expense)
with such documents in final form and any other documents required by Law,
relating to such Modification.  All
Modifications incorporated on the Aircraft will be properly documented in the
Aircraft Documentation and be fully approved by the Aviation Authority.


 


12.8.3                                                      Notwithstanding any other provision of this
Lease, no Modification will be made which has the effect of decreasing the
utility or value of the Aircraft or invalidating any warranty applicable to the
Aircraft.


 


12.8.4                                                      No Modification (except as permitted under
Articles 12.8.1(a) and 12.8.1(b)) will be made by LESSEE if an Event of
Default exists and is continuing hereunder.


 


12.8.5                                                      Unless otherwise agreed by LESSOR in writing,
all permanent or structural Modifications will forthwith become a part of the
Aircraft and LESSEE relinquishes to LESSOR all rights and title thereto.  However, all (i) temporary and non-structural
Modifications and (ii) all Passenger Service Equipment so long as such
equipment can be removed without causing material damage to the Aircraft, will
remain the property of LESSEE and, at LESSOR’s request and LESSEE’s cost, will
be removed from the Aircraft prior to return of the Aircraft, with LESSEE
restoring the Aircraft to the condition and configuration it was in prior to
the


 


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Modification or installation
of Passenger Service Equipment in a manner cosmetically acceptable to
LESSOR.  Notwithstanding the foregoing,
no such removal will be permitted without LESSOR’s permission during the
occurrence of an Event of Default hereunder and immediately upon the occurrence
of an Event of Default hereunder, without the requirement of any further act or
notice, all right, title and interest in such Modifications and Passenger
Service Equipment will immediately vest in LESSOR; provided however, that in
the event of such an Event of Default, with respect to any Passenger Service
Equipment, LESSOR will use commercially reasonable efforts to reach agreement
with any vendors or suppliers holding title to the Passenger Service Equipment
in order to protect the mutual interests of LESSOR and such parties.


 


12.8.6                                                      LESSOR will bear no liability for the cost of
Modifications of the Aircraft whether in the event of grounding or suspensions
of certification, or for any other cause.


 


12.8.7                  Inflight
Equipment. LESSOR acknowledges that LESSEE may at any time during the Lease
Term install on the Aircraft a telephone system and/or a Live TV system or
other severable equipment for passenger use (collectively, the “Inflight Equipment”, which term shall
not, for the avoidance of doubt, include the video system or any equipment
installed on the seats at Delivery and purchased and paid for by LESSOR, which
shall remain the property of LESSOR), which Inflight Equipment may be owned
either by LESSEE or by a third party provided that:


 


(a)                                              LESSEE shall give LESSOR notice of the
installation of any Inflight Equipment on the Aircraft and the name and address
of the owner of such Inflight Equipment (which may be LESSEE), and a copy of
the supplementary type certificate relating to the installation thereof; and


 


(b)                                             the owner of the Inflight Equipment and
LESSOR will enter into an agreement, in form and substance reasonably
acceptable to LESSEE, which agreement will provide:


 


(i)                                     that such owner shall not have any lien,
security interest, claim or other encumbrance on or against the Aircraft or any
Part or Parts thereof,


 


(ii)                                  that such owner’s only right with respect to
the Aircraft shall be to remove the Inflight Equipment from the aircraft not
later than the earlier of (A) thirty (30) days after notice from LESSOR that it
has repossessed the Aircraft because of the occurrence of an Event of Default,
and (B) the Lease Termination Date,


 


35





















 


(iii)                               that such right of removal is made subject to
and conditional upon such owner, at no expense to LESSOR or to any subsequent
owner or operator of the Aircraft, removing and repairing (or causing LESSEE to
remove and repair) all alterations made to the Aircraft in connection with the
installation of the Inflight Equipment so as to eliminate all evidence of the
installation of such Inflight Equipment and to restore the Aircraft to its
condition prior to the installation thereof (ordinary wear and tear excepted)
in accordance with an Airframe Manufacturer’s service bulletin, and


 


(iv)                              that such removal and repair shall be
conducted at such times and in such a manner as not to interfere in any way
with the commercial operation of the Aircraft and completed within the time
period set forth in Article 12.8.7(b)(ii).


 


12.9                                                               Performance of Work by Third
Parties.    Whenever maintenance and repair work on the
Aircraft or Engines will be regularly performed by a Person other than LESSEE,
such Person will be an FAA-authorized repair station.


 


12.10                                                         Reporting Requirements.


 


12.10.1                                                Commencing with a report furnished ten (10)
days after the end of the calendar month in which Delivery occurs, LESSEE will
furnish to LESSOR a Monthly Report in English in the form attached hereto as
Exhibit L.  Each Monthly Report will
be furnished within ten (10) days after the end of each calendar month, except
that the Monthly Report pertaining to the last month (or any portion thereof)
of the Lease Term will be furnished to LESSOR on the Termination Date.


 


12.10.2                                                Commencing on the first anniversary of the
Delivery Date and no more than once per each year of the Lease Term thereafter,
upon LESSOR’s request LESSEE will provide LESSOR with a Technical Evaluation
Report for the Aircraft in the form and substance of Exhibit N, as
revised.  Such Technical Evaluation
Report will be furnished within thirty (30) Business Days after LESSOR’s
request.


 


12.11                                                         Information Regarding
Maintenance Program.    LESSEE will provide LESSOR with such
information regarding the Maintenance Program for the Aircraft as LESSOR may
reasonably request during the Lease Term.


 


12.12                                                         LESSOR Rights to Inspect
Aircraft.    On reasonable notice, LESSOR and/or its
authorized agents or representatives will have the right to inspect the
Aircraft and Aircraft 


 


36





















 


Documentation.  LESSOR agrees that such requests will be
coordinated with LESSEE so as to cause the minimum practical disturbance to
LESSEE’s operation or its personnel; provided that at no time will LESSEE be
required to remove the Aircraft from active service.  LESSEE agrees to cooperate with LESSOR in
making the Aircraft and Aircraft Documentation available to such authorized technical
teams.  LESSOR will have no duty to make
any such inspection and will not incur any liability or obligation by reason of
(and LESSEE’s indemnity obligations pursuant to Article 17 will apply
notwithstanding) not making any such inspection or by reason of any reports it
receives or any reviews it may make of the Aircraft records.


 


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ARTICLE 13                           USE OF RESERVES


 


13.1                                                               Airframe Reserves.   
Subject to the terms of Article 13.5, LESSOR will reimburse LESSEE
(or, at LESSEE’s option, pay on behalf of LESSEE) from the Airframe Reserves
for the actual cost of any full and completed scheduled “4C/5Y” and “8C/10Y”
check (or then-current equivalent check) as described in the MPD or the
Maintenance Program, as applicable (each such check, an “Eligible Structural Check”) and the
rectification of any deficiencies resulting from such inspection, with work
performed for all other causes excluded, including those causes set forth in
Article 13.6.  Subject to
Article 16.1, reimbursement (including exchange fees and handling,
packaging and shipping charges) will be made up to the amount in the Airframe
Reserves on the commencement date of the structural check.


 


13.2                                                               Engine Performance
Restoration Reserves.


 


13.2.1                                                      Subject to the terms of Article 13.5,
LESSOR will reimburse LESSEE (or, at LESSEE’s option, pay on behalf of LESSEE)
from the Engine Performance Restoration Reserves for the actual cost associated
with an Engine Refurbishment that meets the requirements of Article 12.1.3
(each such visit, an “Eligible Shop Visit”),
with work performed for all other causes excluded, including those causes set
forth in Article 13.6.  Subject to
Article 16.1, reimbursement for an Engine Refurbishment (including
exchange fees and handling, packaging and shipping charges) will be made up to
the amount in the Engine Performance Restoration Reserves applicable to such
Engine at the time of removal of such Engine.


 


13.3                                                               Engine LLP Reserves.   
Subject to the terms of Article 13.5, LESSOR will reimburse LESSEE
(or, at LESSEE’s option, pay on behalf of LESSEE) from the Engine LLP Reserves
for an Engine for the actual out-of-pocket materials cost without overhead,
mark-up or profit factor associated with on or off-wing replacement of life-limited
Parts in such Engine, with work performed for all other causes excluded,
including those causes set forth in Article 13.6.  Subject to Article 16.1, reimbursement
for replacement of life-limited Parts in an Engine (including exchange fees and
handling, packaging and shipping charges) will be made up to the amount in the
Engine LLP Reserves applicable to such Engine at the time of replacement of
such life-limited Part.


 


13.4                                                               Landing Gear Reserves.   
Subject to the terms of Article 13.5, LESSOR will reimburse LESSEE
(or, at LESSEE’s option, pay on behalf of LESSEE) from the Landing Gear
Reserves for the actual cost of an Overhaul of the Landing Gear (including
exchange fees and handling, packaging and shipping charges), up to the amount
remaining in the Landing Gear


 


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Reserves, with work
performed for all other causes excluded, including those causes set forth in
Article 13.6.


 


13.5                                                               Reimbursement.   
LESSEE will be entitled to reimbursement from the Reserves after the
work is completed and the Airframe, Engine or Landing Gear has left the repair
agency (or after LESSOR has received from the repair agency written assurance,
in form and substance acceptable to LESSOR, that the repair agency will release
the Airframe, Engine, or Landing Gear upon receipt of LESSOR’s payment of the
amount required by this Article 13) by submitting invoices and proper
documentation within twelve (12) months after completion of the work.  LESSOR will reimburse to LESSEE, no later than
thirty (30) days after receipt of such proper documentation, all, or all
undisputed, amounts due to be reimbursed hereunder.  For the Airframe, proper documentation
includes a list of all routine and non-routine work cards and an itemized labor
and materials report.  For the Engine,
proper documentation includes a description of the reason for removal (if
removed), a shop teardown report, a shop findings report if an Engine is
removed (or an equivalent report if an Engine is not removed), a full description
of the workscope and complete disk records for the Engine both prior to and
after the repair.  Both the invoice
supplied by the Engine repair facility and that submitted by LESSEE to LESSOR
with respect to an Engine will state whether or not credits were provided due
to life remaining on any removed Engine Parts and the amount of any such
credits will be itemized.  For the
Landing Gear, proper documentation includes the total calendar time, hours and
cycles on the Landing Gear both prior to and after the Overhaul, a copy of the
complete Overhaul report which includes a life limited component list and a
description of all work performed on the Landing Gear assembly.


 


13.6                                                               Reimbursement Adjustment.    By
way of example, among the exclusions from reimbursement are those items
resulting from repairs covered by LESSEE’s or a third party’s insurance
(deductibles being for the account of LESSEE), or warranties or required as a
result of an Airworthiness Directive, manufacturer’s service bulletin, faulty
maintenance or installation, improper operations, misuse, neglect, accident,
incident, ingestion, or other accidental cause. 
Reimbursement from the Reserves will not be available for the APU, quick
engine change (QEC) Parts, thrust reversers, or any of their associated
components.  Notwithstanding the
foregoing sentence, if the Airframe, any Engine or any Landing Gear undergoes a
repair or inspection that is otherwise excluded from reimbursement pursuant to
this Article 13.6, and if, in the course of such repair or inspection,
LESSEE performs additional work that (a) constitutes an Eligible Structural
Check, an Eligible Shop Visit, or an Overhaul of any Landing Gear or (b)
results in an increase in the time remaining until the next Eligible Structural
Check, Eligible Shop Visit, or Overhaul of any Landing Gear, then LESSEE shall
be entitled to reimbursement for the cost of such additional work and the same
will not be excluded from reimbursement hereunder from the Airframe Reserves,
Engine Performance Restoration Reserves, Engine LLP Reserves or Landing Gear
Reserves, as applicable.  All invoices
subject to reimbursement from LESSOR will be


 


39





















 


reduced (by adjustment
between LESSEE and LESSOR retroactively if necessary) by the actual amounts
received by LESSEE on account of such work from responsible third parties or
other sources, such as insurance proceeds, manufacturer’s warranties,
guarantees, concessions and credits actually received from such sources
(including, with respect to Engines, credits due to life remaining on any
removed Engine Parts).


 


13.7                                                               Costs in Excess of Reserves.   
LESSEE will be responsible for payment of all costs in excess of the
amounts reimbursed hereunder.  If on any
occasion the balance in the Airframe Reserves, Engine Performance Restoration
Reserves, Engine LLP Reserves or Landing Gear Reserves for a particular Engine
or Landing Gear (at the time of the structural check, in the case of the
Airframe, or at the time of removal, in the case of an Engine or the Landing
Gear) is insufficient to satisfy a claim for reimbursement in respect of the
Airframe, such Engine or the Landing Gear, as applicable, the shortfall may not
be carried forward or made the subject of any further claim for reimbursement.


 


13.8                                                               Reimbursement after
Termination Date.    LESSEE may not submit any invoice for
reimbursement from the Reserves after the Termination Date unless on or prior
to such date LESSEE has notified LESSOR in writing that such outstanding
invoice will be submitted after the Termination Date and the anticipated amount
of such invoice.  So long as LESSEE has
provided such notice to LESSOR, LESSEE may then submit such outstanding invoice
at any time within six (6) months after the Termination Date.  In the event of the Total Loss of the
Aircraft and provided that no Event of Default has occurred and is continuing,
the unreimbursed Reserves held by LESSOR will be paid to LESSEE.


 


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ARTICLE 14                           TITLE AND REGISTRATION


 


14.1                                                               Title to the Aircraft during
Lease Term.    Title to the Aircraft will be and remain
vested in LESSOR.  LESSOR and LESSEE
intend this Lease to be a “true lease”. 
LESSEE will have no right, title or interest in the Aircraft except as
provided in this Lease.


 


14.2                                                               Registration of Aircraft.   
LESSOR at its sole cost and expense will register and maintain
registration of the Aircraft in the name of LESSOR at the register of aircraft
in the State of Registration, except that in the event of a permitted sublease,
LESSEE at its sole cost and expense will register and maintain registration of
the Aircraft in the name of LESSOR at the State of Registration.  LESSEE will cooperate with LESSOR and will
from time to time take all other steps then required by Law (including the
Geneva Convention if applicable) or as LESSOR may reasonably request to protect
and perfect LESSOR’s interest in the Aircraft and this Lease in the State of
Registration or in any other jurisdictions in or over which LESSEE may operate
the Aircraft.


 


14.3                                                               Filing of This Lease.    To
the extent permitted by Law and in accordance with the requirements of the Law
from time to time, LESSEE at its sole cost and expense will cause this Lease to
be kept, filed, recorded and refiled or rerecorded in the State of Registration
and in any other offices necessary to protect LESSOR’s rights hereunder as
reasonably requested by LESSOR.  
Notwithstanding anything to the contrary in this Article 14, LESSOR
will pay the costs and fees of special FAA counsel, in making the initial
filings and recordings with the FAA.


 


ARTICLE 15                           IDENTIFICATION PLATES


 


LESSOR will affix and LESSEE
will at all times maintain on the Airframe and each Engine the identification
plates containing the following legends or any other legend reasonably
requested by LESSOR in writing:


 


15.1                                                               Airframe Identification
Plates.


 


	
   Location:

  	
  One to be affixed to the
  Aircraft structure above the forward entry door adjacent to and not less
  prominent than that of Manufacturer’s data plate and another in a prominent
  place on the flight deck.

  
	
   

  	
   

  
	
   Size:

  	
  No smaller than 4” x 6”.

  
	
   

  	
   

  
	
   Legend:

  	
  “THIS AIRCRAFT IS OWNED BY
  INTERNATIONAL LEASE 

  



 


41





















 


	
   

  	
  FINANCE CORPORATION.

  

  MANUFACTURER’S SERIAL NO: 2198

  
	
   

  	
   

  
	
   

  	
  OWNER’S ADDRESS:

  

  INTERNATIONAL LEASE FINANCE CORPORATION

  

  [Until January 31, 2004]

  1999 Avenue of the Stars, 39th Floor

  Los Angeles, California 90067-6049

  U.S.A.

  

  [On and after February 1, 2004]

  10250 Constellation Boulevard, 34th Floor

  Los Angeles, California 90067-6234

  U.S.A.”

  



 


15.2                                                               Engine Identification Plates.


 


	
   Location:

  	
  The legend on the plate
  must be no less prominent than the Engine data plate and must be visible.

  
	
   

  	
   

  
	
   Size:

  	
  No smaller than 2” x 6”.

  
	
   

  	
   

  
	
   

  	
  “THIS ENGINE IS OWNED BY
  INTERNATIONAL LEASE FINANCE CORPORATION, LOS ANGELES, CALIFORNIA, USA.”

  



 


ARTICLE 16                           TAXES


 


16.1                                                               General Obligation of LESSEE.   
Except as set forth in Article 16.2, LESSEE agrees to pay promptly
when due, and to indemnify and hold harmless LESSOR on a full indemnity basis
from, all license and registration fees and all taxes, fees, levies, imposts,
duties, charges, deductions or withholdings of any nature (including without
limitation any value added, franchise, transfer, sales, gross receipts, use,
business, excise, turnover, personal property, stamp or other tax) together
with any assessments, penalties, fines, additions to tax or interest thereon,
however or wherever imposed (whether imposed upon LESSEE, LESSOR, on all or
part of the Aircraft, the Engines or otherwise), by any Government Entity or
taxing authority in the U.S. (including without limitation the City or County
of Los Angeles), or any foreign country or by any international taxing
authority, upon or with respect to, based upon or measured by any of the following
(collectively, “Taxes”):


 


42





















 


(a)                                              the Aircraft, Engines or any Parts;


 


(b)                                             the use, operation or maintenance of the
Aircraft or carriage of passengers or freight during the Lease Term;


 


(c)                                              this Lease, the payments due hereunder and
the terms and conditions hereof; and


 


(d)                                             the delivery under lease, import, export, or
return of the Aircraft or payment of Total Loss Proceeds.


 


16.2                                                               Exceptions to Indemnity.   
The indemnity provided for in Article 16.1 does not extend to any
of the following Taxes (hereinafter referred to as “LESSOR’s Taxes”):


 


(a)                                              Taxes imposed by the U.S. or by any
Government Entity within the U.S. on the net income, profits or gains,
accumulated or undistributed earnings or income, gross receipts, capital or net
worth of LESSOR;


 


(b)                                             Taxes attributable to the period, or an event
occurring, prior to Delivery or after return of the Aircraft to LESSOR in
accordance with this Lease;


 


(c)                                              Taxes attributable to LESSOR’s gross
negligence, willful misconduct or breach of this Lease;


 


(d)                                             Taxes which LESSEE is contesting in good
faith in accordance with Article 16.5;


 


(e)                                              Taxes imposed by any country other than the
U.S. on the net income, gross receipts, capital or net worth of LESSOR but only
to the extent that (i) such Taxes were not in any way connected with, due to or
arising out of this Lease, LESSEE’s business operations or office locations in
any such country or LESSEE’s use and operation of the Aircraft and (ii) such
Taxes would be otherwise payable by LESSOR notwithstanding this Lease, LESSEE’s
business operations or office locations in any such country or LESSEE’s use and
operation of the Aircraft;


 


(f)                                                Taxes imposed as a result of LESSOR’s
voluntary or involuntary transfer, pledge, assignment, financing, or other
similar disposition of the Aircraft, Engines, any Parts, or this Lease or any
interest in any of the foregoing (except a transfer or sale following LESSOR’s
exercise of any of its rights or remedies provided in


 


43





















 


Article 25.3) provided
that LESSEE remains responsible for payment of any Taxes and the specific
amount of such Taxes that it would have been required to indemnify for had such
voluntary or involuntary transfer not occurred;


 


(g)                                             Taxes consisting of any Taxes, interest,
penalties or additions to Tax imposed on LESSOR as a result, in whole or in
part, of a failure of LESSOR to file any Tax return or Tax-related registration
properly and timely, unless such failure shall be caused by the failure of
LESSEE to fulfill any obligations of LESSEE under Section 16.7 with respect to
such Tax return; or


 


(h)                                             Taxes resulting from, or that would not have
been imposed but for, any LESSOR’s Lien arising as a result of claims against,
or acts or omissions of, or otherwise attributable to, LESSOR or any related
party.


 


16.3                                                               After-Tax Basis.   
The amount which LESSEE is required to pay with respect to any Taxes
indemnified against under Article 16.1 is an amount sufficient to restore
LESSOR on an after-tax basis to the same position LESSOR would have been in had
such Taxes not been incurred.  If LESSOR
determines in good faith that it has realized a Tax benefit (by way of
deduction, credit or otherwise) as a result of any payment for which LESSEE is
liable under Section 5.7 or 16.1 of this Lease, and such benefit was not
previously taken into account in calculating the amount of such payment on an
after-tax basis in accordance with the immediately preceding sentence of this
Article 16.3, LESSOR will pay to LESSEE an amount that is reasonably
sufficient to ensure that LESSOR is in no better an after-tax position than it
would have been in if the event giving rise to LESSEE’s liability for payment
had not occurred.


 


16.4                                                               Timing of Payment.    Any
amount payable to LESSOR pursuant to this Article 16 will be paid within
ten (10) days after receipt of a written demand therefor from LESSOR
accompanied by a written statement describing in reasonable detail the basis
for such indemnity and the computation of the amount so payable provided,
however, that such amount need not be paid by LESSEE prior to the earlier of
(a) the date any Tax is payable to the appropriate Government Entity or
taxing authority or (b) in the case of amounts which are being contested
by LESSEE in good faith or by LESSOR pursuant to Article 16.5, the date
such contest is finally resolved.


 


16.5                                                               Contests.    If
claim is made against LESSOR for Taxes with respect to which LESSEE is liable
for a payment or indemnity under this Lease, LESSOR will promptly give LESSEE
notice in writing of such claim provided, however, that LESSOR’s failure to
give notice will not relieve LESSEE of its obligations hereunder unless such
failure materially impairs or precludes LESSEE’s ability to contest the
claim.  So long as (a) a contest of
such Taxes does not involve any material risk of the sale, forfeiture or loss
of the Aircraft or any interest therein, (b) if


 


44





















 


LESSOR so requests, LESSEE
has provided LESSOR with an opinion of independent tax counsel that a
reasonable basis exists for contesting such claim and (c) adequate
reserves have been made for such Taxes or, if required, an adequate bond has
been posted, then LESSOR at LESSEE’s written request will in good faith, with
due diligence and at LESSEE’s expense, contest (or permit LESSEE to contest in
the name of LESSEE or LESSOR) the validity, applicability or amount of such
Taxes.


 


16.6                                                               Refunds.   
Upon receipt by LESSOR of a refund of all or any part of any Taxes
(including any deductions or withholdings referred to in Article 5.8)
which LESSEE has paid, LESSOR will promptly pay to LESSEE the amount of such
Taxes refunded, to the extent that the underlying Tax liability has been
extinguished.


 


16.7                                                               Cooperation in Filing Tax
Returns.    LESSEE and LESSOR will cooperate with one
another in providing information which may be reasonably required to fulfill
each party’s tax filing requirements and any audit information request arising
from such filing.


 


16.8                                                               Survival of Obligations.   
The indemnity obligations and other agreements of LESSEE as set forth in
this Article 16 will survive the Termination Date.


 


ARTICLE 17                           INDEMNITIES


 


17.1                                                               General Indemnity.   
Except as set forth in Article 17.2 and Article 28.18, LESSEE
agrees to indemnify and hold harmless LESSOR and its officers, directors,
employees, agents and shareholders (individually an “Indemnitee” and collectively “Indemnitees”) from any and all
liabilities, obligations, losses, damages, penalties, claims, actions, suits,
costs, disbursements and expenses (including legal fees, costs and related
expenses) of every kind and nature, whether or not any of the transactions
contemplated by this Lease are consummated (collectively “Expenses”), which are imposed on,
incurred by or asserted against any Indemnitee and which are in any way
relating to, based on or arising out of any of the following:


 


(a)                                              this Lease or any transactions contemplated
hereby;


 


(b)                                             the operation, possession, use, non-use,
control, leasing, subleasing, maintenance, storage, overhaul, testing,
inspections or acceptance flights at return of the Aircraft, any Engine, or any
Part during the Lease Term by LESSEE, any sublessee or any other Person,
whether or not the same is in compliance with the terms of this Lease,
including without limitation claims for death, personal injury, property
damage, other loss or harm to any Person and claims relating to any Laws,


 


45





















 


including without limitation
environmental control, noise and pollution laws, rules or regulations;


 


(c)                                              the manufacture, design, acceptance,
rejection, delivery, return, import, export, condition, repair, modification,
servicing, rebuilding, enforcement of warranties whether in LESSOR’s or LESSEE’s
name, any sale of the Aircraft in connection with the exercise of any of LESSOR’s
remedies provided in Article 25.3, customer and product support provided
by Manufacturer and other vendors, airworthiness, registration, reregistration,
performance, sublease, merchantability, fitness for use, substitution or
replacement of the Aircraft, Engine, or any Part under this Lease or other
transfer of use or possession of the Aircraft, Engine, or any Part, including
under a pooling or interchange arrangement, including without limitation latent
and other defects, whether or not discoverable and patent, trademark or
copyright infringement;


 


(d)                                             any non-compliance by LESSEE with any term of
this Lease or the falsity or inaccuracy of any representation or warranty of
LESSEE set forth herein;


 


(e)                                              the prevention or attempt to prevent the
lawful arrest, confiscation, seizure, taking in execution, impounding,
forfeiture or detention of the Aircraft, or in securing the lawful release of
the Aircraft; or


 


(f)                                                as a consequence of any Default in payment by
LESSEE of any sum to be paid by LESSEE when due under this Lease or any other
Default by LESSEE in the due and punctual performance of its obligations under
this Lease.


 


The foregoing indemnity by
LESSEE is intended to include and cover any Expense to which an Indemnitee may
be subject (in contract, tort, strict liability or under any other theory)
regardless of the negligence, active or passive or any other type, of such
Indemnitee, so long as such Expense does not fall within any of the exceptions
listed in Article 17.2.


 


17.2                                                               Exceptions to General
Indemnities.    The indemnity provided for in
Article 17.1 will not extend to Expenses of any Indemnitee to the extent
resulting from or arising out of any of the following:


 


(a)                                              Expenses which LESSEE and LESSOR mutually
agree or, absent mutual agreement, are judicially determined to have resulted
from the willful misconduct of such Indemnitee;


 


46





















 


(b)                                             Expenses which LESSEE and LESSOR mutually
agree or, absent mutual agreement, are judicially determined to be attributable
to incidents, accidents or occurrences prior to the Delivery Date, but only
where both the act or omission which gave rise to the incident, accident or
occurrence and the incident, accident or occurrence itself occurred prior to
the Delivery Date;


 


(c)                                              Expenses which LESSEE and LESSOR mutually
agree or, absent mutual agreement, are judicially determined to be attributable
to acts or events which occur after the Termination Date and return of the
Aircraft to LESSOR in the condition required hereunder, but in any such case
only to the extent not attributable to acts or omissions of LESSEE;


 


(d)                                             Expenses representing Taxes, it being
acknowledged that the terms of Article 16 apply exclusively to LESSEE’s
indemnity obligations with respect to Taxes;


 


(e)                                              Expenses due to the breach by LESSOR of its
covenant of quiet enjoyment pursuant to Article 21.2;


 


(f)                                                Expenses arising directly from the willful
misconduct of an Indemnitee;


 


(g)                                             Expenses related to LESSOR Taxes or a LESSOR’s
Lien;


 


(h)                                             Expenses that LESSOR has expressly agreed to
pay under this Lease;


 


(i)                                                 Expenses which are attributable to the
assignment, pledge, financing or other related activity of LESSOR or any
Indemnitee with respect to the Aircraft or this Lease;


 


(j)                                                 Expenses of any Indemnitee which are ordinary
and customary operating, overhead or administrative expenses;


 


(k)                                              Expenses which are attributable to LESSOR’S
failure to maintain U.S. citizenship as required by Article 21.3; and


 


(l)                                                 Expenses which are attributable to any
Indemnitee’s default or failure to perform under any financing or related
agreement with respect to the Aircraft.


 


17.3                                                               After-Tax Basis.   
The amount which LESSEE will be required to pay with respect to any
Expense indemnified against under Article 17.1 will be an amount
sufficient to restore the


 


47





















 


Indemnitee, on an after-tax
basis, to the same position such Indemnitee would have been in had such Expense
not been incurred.


 


17.4                           Timing of Payment.   
Subject to Article 17.8 and LESSEE’s right to defend any claims
that are subject to this Article 17, it is the intent of the parties that
each Indemnitee will have the right to indemnification for Expenses hereunder
as soon as a claim is made and as soon as an Expense is incurred.  LESSEE will pay an Indemnitee for Expenses
pursuant to this Article 17 within ten (10) days after receipt of a
written demand therefor from such Indemnitee accompanied by a written statement
describing in reasonable detail the basis for such indemnity, the actual
Expense which is claimed, and the computation of the amount payable.


 


17.5                           Subrogation.   
Upon the payment in full of any indemnity pursuant to this
Article 17 by LESSEE, LESSEE will be subrogated to any right of the
Indemnitee in respect of the matter against which such indemnity has been made.


 


17.6                           Notice.   
Each Indemnitee and LESSEE will give prompt written notice one to the
other of any liability of which such party has knowledge for which LESSEE is,
or may be, liable under Article 17.1 provided, however, that failure to
give such notice will not terminate any of the rights of Indemnitees under this
Article 17 except to the extent that LESSEE has been materially prejudiced
by the failure to provide such notice.


 


17.7                           Refunds.    If
any Indemnitee obtains a recovery of all or any part of any amount which LESSEE
has paid to such Indemnitee, such Indemnitee will promptly pay to LESSEE the
net amount recovered by such Indemnitee.


 


17.8                           Defense of Claims.   
Unless an Event of Default has occurred and is continuing, LESSEE and
its insurers will have the right (in each such case at LESSEE’s sole expense)
to investigate or defend or compromise any claim covered by insurance for which
indemnification is sought pursuant to Article 17.1, provided that if
LESSEE or its insurers have reserved the right to dispute liability with
respect to any insurance policies pursuant to which coverage is sought, then
LESSEE shall be obliged to ensure that its indemnity obligations are adequately
secured to the reasonable satisfaction of LESSOR.   Each Indemnitee will cooperate with LESSEE
or its insurers with respect to any such defense of claims.  If LESSEE or its insurers are retaining
attorneys to handle any such claim, such counsel must be reasonably
satisfactory to the Indemnitees.  If not,
the Indemnitees will have the right to retain counsel of their choice at LESSEE’s
expense.


 


17.9                           Survival of Obligation.    Notwithstanding
anything in this Lease to the contrary, the provisions of this Article 17
will survive the Termination Date and continue in full force and effect
notwithstanding any breach by LESSOR or LESSEE of the terms of this Lease, the


 


48





















 


termination of the lease of
the Aircraft to LESSEE under this Lease or the repudiation by LESSOR or LESSEE
of this Lease.


 


ARTICLE 18                           INSURANCE


 


18.1                                                               Categories of Insurance.   
Throughout the Lease Term and until the Termination Date, LESSEE will,
at its own expense, effect and maintain in full force and effect the types of
insurance and amounts of insurance (including deductibles) described in
Exhibit E through brokers and insurers of recognized standing in the London
or New York insurance markets or, in the event of a sublease to a Permitted
Sublessee, with such brokers and with such insurers in the London or New York
markets as may be approved by LESSOR, such approval not to be unreasonably
withheld.


 


18.2                                                               Third Party War Liability
Insurance.    LESSEE will provide evidence to LESSOR that
the U.S. government indemnity for third party (non-passenger) war liability
covers LESSEE and its operation of the Aircraft, up to the limits of coverage
specified in Exhibit E for Aircraft Third Party, Passenger, Baggage, Cargo
and Mail Liability and Airline General Third Party Liability.  For so long as such U.S. government indemnity
is in effect and LESSEE is covered thereby with respect to the Aircraft, LESSOR
agrees that LESSEE may substitute such indemnity for Extended Coverage
Endorsement AVN 52D and the excess coverage required by
Exhibit E.  In the event that LESSEE
is no longer covered by such U.S. government indemnity, LESSEE will carry
Extended Coverage Endorsement AVN 52D and excess third party war liability
insurance coverage in the amount required by Exhibit E.


 


18.3                                                               Installation of Third Party
Engine.    If LESSEE installs an engine not owned by
LESSOR on the Aircraft, either (a) LESSEE’s hull insurance on the Aircraft
will automatically increase to such higher amount as is necessary in order to
satisfy both LESSOR’s requirement to receive the Agreed Value in the event of a
Total Loss and the amount required by the third party engine owner or
(b) separate additional insurance on such engine will attach in order to
satisfy separately the requirements of the LESSEE to such third party engine
owner.


 


18.4                                                               Insurance for Indemnities.   
The insurance referred to in Article 18.1 will in each case include
and insure (to the extent of the risks covered by the policies) the indemnity
provisions of Article 17 and LESSEE will maintain such insurance of the
indemnities for a minimum of two (2) years following the Termination Date.


 


18.5                                                               Renewal.   
Not less than five (5) Business Days before the expiration or
termination date of any insurance required hereunder, LESSEE will provide
LESSOR with fax


 


49





















 


confirmation from LESSEE’s
insurance brokers that renewed certificates of insurance evidencing the renewal
or replacement of such insurance and complying with Exhibit E will be
issued on the termination date of the prior certificate.  Prior to such termination date, LESSEE’s
insurance brokers will provide LESSOR with fax confirmation that such renewed
certificates have been issued.  Within
seven (7) days after such renewal, LESSEE will furnish its brokers’
certificates of insurance to LESSOR.


 


18.6                                                               Assignment of Rights by
LESSOR.    If LESSOR assigns all or any of its rights
under this Lease as permitted by this Lease or otherwise disposes of any
interest in the Aircraft to any other Person, LESSEE will, upon request,
procure that such Person hereunder be added as loss payee and/or additional
assured in the policies effected hereunder and enjoy the same rights and
insurance enjoyed by LESSOR under such policies.  LESSOR will nevertheless continue to be
covered by such policies.


 


18.7                                                               Deductibles.    If
there has been a Payment Default and there is a material adverse change in the
financial condition of LESSEE which LESSOR reasonably believes will cause
LESSEE to be unable to pay the deductible upon the occurrence of a partial loss
of the Aircraft or an Engine, then LESSOR may require LESSEE at LESSEE’s
expense to lower its deductibles on the insurance maintained hereunder to a
level which is available on commercially reasonable terms in the insurance
market.


 


18.8                                                               Insurance for Wet Lease
Operations.    In the event LESSEE is performing wet lease
operations with the Aircraft pursuant to Article 11.5 and the wet lessee
is carrying the primary passenger, baggage and cargo liability insurance with
respect to the flights, then such insurance must meet the requirements of
Exhibit E, including with respect to the amounts of coverage, naming of
LESSOR as an additional insured and inclusion of the other endorsements set
forth in Exhibit E.  Moreover,
LESSEE will at all times carry contingent passenger, baggage and cargo
liability insurances for such flights. 
Prior to commencement of wet lease operations for a particular wet
lessee, LESSOR will receive certificates of insurance from the insurance
brokers for LESSEE and, if applicable, the wet lessee evidencing such
coverages.


 


18.9                                                               Other Insurance.   
LESSOR may from time to time by notice to LESSEE require LESSEE at
LESSEE’s expense to effect such other insurance or such variations to the terms
of the existing insurance as may then be customary in the airline industry for
aircraft of the same type as the Aircraft and at the time commonly available in
the insurance market.


 


18.10                                                         Information.   
LESSEE will provide LESSOR with any information reasonably requested by
LESSOR from time to time concerning the insurance maintained with respect to
the Aircraft or in connection with any claim being made or proposed to be made
thereunder.


 


50





















 


18.11                                                         Currency.   
All proceeds of insurance pursuant to this Lease will be payable in
Dollars except as may be otherwise agreed by LESSOR.


 


18.12                                                         Grounding of Aircraft.    If
at any time any of the insurance required pursuant to this Lease will cease to
be in full force and effect, LESSEE will forthwith ground the Aircraft and keep
the Aircraft grounded until such time as such insurance is in full force and
effect again.


 


18.13                                                         Failure to Insure.    If
at any time LESSEE fails to maintain insurance in compliance with this
Article 18, LESSOR will be entitled but not bound to do any of the
following (without prejudice to any other rights which it may have under this
Lease by reason of such failure):


 


(a)                                              to pay any premiums due or to effect or
maintain insurance reasonably satisfactory to LESSOR or otherwise remedy such
failure in such manner as LESSOR considers appropriate (and LESSEE will upon
demand reimburse LESSOR in full for any amount so expended in that connection);
or


 


(b)                                             at any time while such failure is continuing,
to require the Aircraft to remain at any airport or (as the case may be),
proceed to and remain at any airport designated by LESSOR, until such failure
is remedied to LESSOR’s satisfaction.


 


18.14                                                         Reinsurance.    In
the event that the Aircraft is subleased to a Permitted Sublessee located
outside of the U.S., any reinsurance will be maintained with reinsurers and
brokers approved by LESSOR.  Such
reinsurance will contain each of the following terms and will in all other
respects (including amount) be satisfactory to LESSOR:


 


(a)                                              the same terms as the original insurance;


 


(b)                                             a cut-through and assignment clause
satisfactory to LESSOR; and


 


(c)                                              payment will be made notwithstanding
(i) any bankruptcy, insolvency, liquidation or dissolution of any of the
original insurers and/or (ii) that the original insurers have made no
payment under the original insurance policies.


 


In the event that LESSEE and
other, similarly situated commercial air carriers in the U.S. change the
structure of their insurance coverage with respect to reinsurance, LESSEE and
LESSOR will discuss in good faith whether the foregoing provisions relating to
reinsurance should apply to this Lease.


 


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18.15                                                         Limit on Hull in Favor of
LESSEE.    LESSEE may carry hull all risks or hull war
and allied perils on the Aircraft in excess of the Agreed Value (which is
payable to LESSOR) only to the extent such excess insurance which would be
payable to LESSEE in the event of a Total Loss does not exceed one hundred ten
percent (110%) of the Agreed Value and only to the extent that such additional
insurance will not prejudice the insurances required herein or the recovery by
LESSOR thereunder.  LESSEE agrees that it
will not create or permit to exist any liens or encumbrances over the
insurances, or its interest therein, except as constituted by this Lease.


 


ARTICLE 19                           LOSS, DAMAGE AND REQUISITION


 


Throughout the Lease Term
and until the Termination Date, LESSEE will bear all risk of loss, theft,
damage and destruction to the Aircraft.


 


19.1                                                               Definitions.    In
this Article 19 and throughout this Lease:


 


“Agreed Value” has the meaning set forth
in Paragraph 14 of Exhibit C.


 


“Net Total Loss Proceeds” means the
Total Loss Proceeds actually received by LESSOR following a Total Loss, less
any legal and other out-of-pocket expenses, taxes or duties incurred by LESSOR
in connection with the collection of such proceeds.


 


“Total Loss” means any of the following
in relation to the Aircraft, Airframe or any Engine, and “Total Loss Date” means the date set
forth in parenthesis after each Total Loss:


 


(a)                                              destruction, damage beyond repair or being
rendered permanently unfit for normal use for any reason (the date such event
occurs or, if not known, the date on which the Aircraft, Airframe or Engine was
last heard of);


 


(b)                                             actual or constructive total loss (including
any damage to the Aircraft which results in an insurance settlement on the
basis of a total loss) (the earlier of the date on which the loss occurs or
thirty (30) days after the date of notice to LESSEE’s brokers or insurers
claiming such total loss);


 


(c)                                              requisition of title, confiscation,
forfeiture or any compulsory acquisition or other similar event (the date on which
the same takes effect);


 


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(d)                                             sequestration, detention, seizure or any
similar event for more than sixty (60) consecutive days or one-hundred eighty
(180) consecutive days if the Aircraft is located in the U.S. for such entire
period (the earlier of the date on which insurers make payment on the basis of
a total loss or the date of expiration of such period);


 


(e)                                              requisition for use for more than one hundred
eighty (180) consecutive days, except as set forth in Article 19.8 (the
earlier of the date on which the insurers make payment on the basis of a total
loss or the date of expiration of such period); or


 


(f)                                                in the case of an Engine, the event described
in Article 12.6.3 (the date on which the same takes effect).


 


“Total Loss Proceeds” means the proceeds
of any insurance or any compensation or similar payment arising in respect of a
Total Loss.


 


19.2                                                               Notice of Total Loss.   
LESSEE will notify LESSOR in writing within two (2) Business Days after
a Total Loss Date of the Aircraft, Airframe or any Engine.


 


19.3                                                               Total Loss of Aircraft or
Airframe.    If the Total Loss of the Aircraft or
Airframe occurs during the Lease Term, the following will occur:


 


19.3.1                                                      After the Total Loss Date and until receipt
by LESSOR of the Agreed Value and all other amounts then due under this Lease,
LESSEE will continue to pay Rent and the parties will perform, to the extent
possible, all of their other obligations under this Lease.


 


19.3.2                                                      On the date which is the earlier of the
following dates:


 


(a)                     the date on which the Total Loss Proceeds of
the Aircraft or the Airframe are paid by LESSEE’s insurance underwriters or
brokers and


 


(b)                    the date which falls sixty (60) days after
the Total Loss Date,


 


LESSEE will pay to LESSOR an
amount equal to the sum of:


 


(a)                     the Agreed Value and


 


(b)                    all other amounts then due under this Lease,


 


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less an amount equal to the
Net Total Loss Proceeds received by LESSOR by such date.


 


19.3.3                                                      LESSOR will apply the Net Total Loss Proceeds
and any amounts received from LESSEE pursuant to Article 19.3.2 as
follows:


 


(a)                     first, in discharge of any unpaid Rent and
any other amounts accrued and unpaid up to the date of LESSOR’s receipt of the
Agreed Value;


 


(b)                    second, in discharge of the Agreed Value; and


 


(c)                     third, payment of the balance, if any, to
LESSEE.


 


19.3.4                                                      Upon receipt by LESSOR of all monies payable
by LESSEE in Article 19.3, this Lease will terminate except for LESSEE’s
obligations under Articles 10.5, 16 and 17 which survive the Termination
Date, and LESSOR will relinquish title to the Aircraft to the insurance
underwriters or LESSEE, as appropriate.


 


FOR AVOIDANCE OF DOUBT, THE
AGREED VALUE OF THE AIRCRAFT WILL BE PAYABLE TO LESSOR PURSUANT TO THIS
ARTICLE 19.3 WHEN A TOTAL LOSS OF THE AIRFRAME OCCURS EVEN IF THERE HAS
NOT BEEN A TOTAL LOSS OF AN ENGINE OR ENGINES.


 


19.4                                                               Surviving Engine(s.    If
a Total Loss of the Airframe occurs and there has not been a Total Loss of an
Engine or Engines, then, provided no Default has occurred and is continuing, at
the request of LESSEE (subject to agreement of relevant insurers) and on
receipt of all monies due under Article 19.3 and payment by LESSEE of all
airport, navigation and other charges on the Aircraft, LESSOR will transfer all
its right, title and interest in the surviving Engine(s) to LESSEE, but without
any responsibility, condition or warranty on the part of LESSOR other than as
to freedom from any LESSOR’s Lien.


 


19.5                                                               Total Loss of Engine and Not
Airframe.


 


19.5.1                                                      Upon a Total Loss of any Engine not installed
on the Airframe or a Total Loss of an Engine installed on the Airframe not
involving a Total Loss of the Airframe, LESSEE will replace such Engine as soon
as reasonably possible by duly conveying to LESSOR title to another engine (a)
free and clear of all Security Interests (except Permitted Liens) of any kind
or description, (b) in airworthy condition and of the same or improved model,
service bulletin and modification status and having a value and utility at
least equal to the Engine which sustained the 


 


54





















 


Total Loss, (c) in the same
or better operating condition as the Engine which sustained a Total Loss,
including time in service, hours and cycles since new and hours and cycles
available to the next inspection, Overhaul or scheduled or anticipated
removal.  In all circumstances, with
respect to life limited Parts in any replacement engine, (x) the life limited
Part that is due to be removed earliest in such replacement engine will have no
less life remaining than the life limited Part that was due to be removed
earliest in the Engine which sustained the Total Loss and (y) the average life
remaining for all life limited Parts in the replacement engine will be no less
than the average life remaining for the life limited Parts in the Engine which
sustained the Total Loss.  Such
replacement engine will be an Engine as defined herein and the Engine which
sustained such Total Loss will cease to be an Engine; whereupon, subject to
agreement of relevant insurers, LESSOR will transfer all of its right, title
and interest in and to the Engine which sustained the Total Loss to LESSEE, but
without any responsibility, condition or warranty on the part of LESSOR other
than as to title and freedom from any LESSOR’s Lien.


 


19.5.2                                                      LESSEE agrees at its own expense to take such
action as LESSOR may reasonably request in order that any such replacement
Engine becomes the property of LESSOR and is leased hereunder on the same terms
as the destroyed Engine.  LESSEE’s
obligation to pay Rent will continue in full force and effect, but an amount
equal to the Net Total Loss Proceeds received by LESSOR with respect to such
destroyed Engine will, subject to LESSOR’s right to deduct therefrom any
amounts then due and payable by LESSEE under this Lease, be paid to LESSEE.


 


19.6                                                               Other Loss or Damage.


 


19.6.1                                                      If the Aircraft or any Part thereof suffers
loss or damage not constituting a Total Loss of the Aircraft or the Airframe or
any Engine, all the obligations of LESSEE under this Lease (including payment
of Rent) will continue in full force.


 


19.6.2                                                      In the event of any loss or damage to the
Aircraft or Airframe which does not constitute a Total Loss of the Aircraft or
the Airframe, or any loss or damage to an Engine which does not constitute a
Total Loss of such Engine, LESSEE will at its sole cost and expense fully
repair the Aircraft, Engine or APU in order that the Aircraft or Engine is
placed in an airworthy condition and substantially the same condition as it was
prior to such loss or damage.  All
repairs will be performed in a manner which preserves and maintains, to the
extent possible, all warranties and service life policies to the same extent as
they existed prior to such loss or damage. 
LESSEE will notify LESSOR forthwith of any loss, theft or damage to the
Aircraft for which the cost of repairs is estimated to exceed [SEE PARAGRAPH 15
OF


 


55





















 


EXHIBIT C.], together with
LESSEE’s proposal for carrying out the repair. 
In the event that LESSOR does not agree with LESSEE’s proposals for
repair, LESSOR will so notify LESSEE within two (2) Business Days after its
receipt of such proposal.  Upon receipt
of such notice from LESSOR, LESSEE and LESSOR will then consult with
Manufacturer and LESSEE and LESSOR agree to accept as conclusive, and be bound
by, Manufacturer’s directions or recommendations as to the manner in which to
carry out such repairs.  If Manufacturer
declines to give directions or recommendations, LESSEE will carry out the
repairs in accordance with the directions of LESSOR.


 


19.6.3                                                      To the extent insurance proceeds received by
LESSEE directly from its insurers do not cover the cost of such repair work on the
Aircraft or Engine and LESSOR has received additional insurance proceeds from
LESSEE’s insurers with respect to such repair work, LESSOR will (subject to
LESSOR’s right to deduct therefrom any amounts then due and payable by LESSEE
under this Lease and submission by LESSEE of reasonable documentation in
support of such excess repair costs) pay to LESSEE insurance proceeds received
by LESSOR as and when such repair work is performed on the Aircraft.


 


19.7                                                               Copy of Insurance Policy.   
Promptly after the occurrence of a partial loss or Total Loss of the
Aircraft or an Engine, at the request of LESSOR (and then only in the event
reasonably required by LESSOR in connection with insurance policies pursuant to
which coverage is sought) LESSEE will provide LESSOR with a copy of the
relevant portions of LESSEE’s insurance policy. 
LESSEE’s insurance policy will be confidential between LESSOR and LESSEE
and will not be disclosed by LESSOR to third parties other than LESSOR’s
professional advisors and except as necessary in respect of proceedings
relating to such insurance claim.


 


19.8                                                               Government Requisition.    If
the Aircraft, Airframe or any Engine is requisitioned for use by any Government
Entity, LESSEE will promptly notify LESSOR of such requisition.  All of LESSEE’s obligations hereunder will
continue as if such requisition had not occurred.  So long as no Event of Default has occurred
and is continuing, all payments received by LESSOR or LESSEE from such
Government Entity will be paid over to or retained by LESSEE.  If an Event of Default has occurred and is
continuing, all payments received by LESSEE or LESSOR from such Government
Entity may be used by LESSOR to satisfy any obligations owing by LESSEE.


 


19.9                                                               Return of Security Deposit
and other Amounts.    For avoidance of doubt, the parties agree
that in the event of the Total Loss of the Airframe, upon receipt by LESSOR of
all monies payable by LESSEE in accordance with Article 19.3, and subject
always to the terms of


 


56





















 


Articles 5.1.3
and 13.8, LESSOR will (a) return to LESSEE the amount of the Security
Deposit then held by LESSOR and any prepaid Rent and (b) pay to LESSEE an
amount equal to one hundred percent (100%) of the Reserves then held by LESSOR
and which are not subject to a claim for reimbursement pursuant to
Article 13.5.


 


ARTICLE 20                           REPRESENTATIONS, WARRANTIES
AND COVENANTS OF LESSEE


 


20.1                                                               Representations and
Warranties.    LESSEE represents and warrants the
following to LESSOR as of the date of execution of this Lease and as of the
Delivery Date:


 


20.1.1                                                      Corporate Status.   
LESSEE is a corporation duly incorporated, validly existing and in good
standing under the Laws of the State of Colorado.  It has the corporate power and authority to
carry on its business as presently conducted and to perform its obligations
hereunder.


 


20.1.2                                                      Governmental Approvals.    No
authorization, approval, consent, license or order of, or registration with, or
the giving of notice to the Aviation Authority or any other Government Entity
is required for the valid authorization, execution, delivery and performance by
LESSEE of this Lease, except as will have been duly effected as of the Delivery
Date.


 


20.1.3                                                      Binding.    LESSEE’s Board of Directors
has authorized LESSEE to enter into this Lease and the other Operative
Documents and to perform its obligations hereunder and thereunder.  This Lease and the other Operative Documents
that have been executed and delivered by LESSEE as of the date of this Lease
been duly executed and delivered by LESSEE and represent the valid, binding and
enforceable obligations of LESSEE except as enforceability may be limited by
bankruptcy, insolvency, reorganization or other similar Laws of general
application affecting the enforcement of creditors’ rights and by such
principles of equity as a court having jurisdiction may impose.  When executed by LESSEE at Delivery, the same
will apply to the Estoppel and Acceptance Certificate and the other Operative
Documents.


 


20.1.4                                                      No Breach.    The execution and delivery
of the Operative Documents that have been executed and delivered by LESSEE as
of the date of this Lease, the consummation by LESSEE of the transactions
contemplated under the Operative Documents and compliance by LESSEE with the
terms and provisions thereof do not and will not contravene any Law applicable
to LESSEE, or result in any material breach of or


 


57





















 


constitute
any material default under or result in the creation of any Security Interest
upon any property of LESSEE, pursuant to any indenture, mortgage, chattel
mortgage, deed of trust, conditional sales contract, bank loan or credit
agreement, corporate charter, bylaw or other material agreement or instrument
to which LESSEE is a party or by which LESSEE or its properties or assets may
be bound or affected.  When executed by
LESSEE at Delivery, the same will apply to the Estoppel and Acceptance
Certificate and the other Operative Documents.


 


20.1.5                                                      Licenses.    LESSEE holds all licenses,
certificates and permits from applicable Government Entities in the U.S.
necessary for the conduct of its business as a Certificated Air Carrier and
performance of its obligations under this Lease.


 


20.1.6                                                      No Suits.    There are no suits,
arbitrations or other proceedings pending or threatened before any court or
administrative agency against or affecting LESSEE which, if adversely
determined, would have a material adverse effect on the business, assets or
condition (financial or otherwise) of LESSEE or its ability to perform under
this Lease, except as described in the filings provided to LESSOR pursuant to
Article 22.


 


20.1.7                                                      Tax Returns.    All necessary returns have
been delivered by LESSEE to all relevant taxation authorities in the
jurisdiction of its incorporation and LESSEE is not in default in the payment
of any taxes due and payable.


 


20.1.8                                                      No Material Adverse Effect.   
LESSEE is not in default under any agreement to which it is a party or
by which it may be bound which default if left uncured would have a material
adverse effect on its business, assets or condition.


 


20.1.9                                                      No Default under this Lease.    At
the time of execution of this Lease, no Default has occurred and is continuing
and the financial statements provided to LESSOR pursuant to Article 22
fairly present the financial condition of LESSEE.


 


20.2                                                               Covenants.   
LESSEE covenants to LESSOR that it will comply with the following
throughout the entire Lease Term:


 


20.2.1                                                      Licensing.    LESSEE will hold all
licenses, certificates and permits from applicable Government Entities in the
U.S. necessary for the conduct of its business as a Certificated Air Carrier
and performance of its obligations under this Lease.  LESSEE will advise LESSOR promptly in the
event any such licenses, certificates or permits are cancelled, terminated,
revoked or not renewed.


 


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20.2.2                                                      Information about Suits.   
LESSEE will promptly give to LESSOR a notice in writing of any suit,
arbitration or proceeding before any court, administrative agency or Government
Entity which, if adversely determined, would materially adversely affect LESSEE’s
financial condition, affairs, operations or its ability to perform under this
Lease provided, however, that compliance by LESSEE with the requirements of
Article 22 hereof will be deemed compliance with the provisions of this
Article 20.2.2.


 


20.2.3                                                      Restrictions on Mergers.   
LESSEE will not consolidate with or merge into any other corporation or
other Person, and will not convey, transfer, lease or otherwise dispose of all
or substantially all of its assets to any corporation or other Person, unless:


 


(i)                              such transaction shall not have any material
adverse effect on the rights of LESSOR under or in respect of the Lease or the
Aircraft;


 


(ii)                           the Person formed by or surviving such
consolidation or merger or the Person which acquires by conveyance, transfer,
lease or other disposition all or substantially all of such property and other
assets: (A) shall be a corporation organized and existing under the laws of the
U. S.  or any State thereof or the
District of Columbia; (B) immediately after giving effect to such transaction,
shall have acquired or succeeded to all or substantially all of the assets of
LESSEE (if such assets are being transferred) as an entirety, and shall have a
tangible net worth (determined in accordance with GAAP) of not less than LESSEE’s
tangible net worth (determined in accordance with GAAP) immediately prior to
such transaction; (C) shall be a “citizen of the United States” of America as
defined in Section 40102(a)(15)(c) of Title 49 of the U.S.C. and a Certificated
Air Carrier; and (D) shall executed and deliver to LESSOR (1) such recordations
and filings with any Government Entity and such other documents as shall be
reasonably necessary or advisable in connection with such consolidation,
merger, sale, lease, transfer or other disposition (2) an agreement, in form
and substance reasonably satisfactory to LESSOR, assuming all of LESSEE’s
obligations under the Lease and the other Operative Documents without amendment
thereto and (3) an officer’s certificate to the effect that the requirements of
this Section have been satisfied; and


 


(iii)                        no Event of Default shall have occurred and
be continuing or shall occur as a result thereof.


 


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20.2.4                                                      Restriction on Relinquishment of Possession.   
LESSEE will not, without the prior consent of LESSOR, deliver, transfer
or relinquish possession of the Aircraft except in accordance with
Articles 11 and 12.


 


20.2.5                                                      No Security Interests.   
LESSEE will not create or agree to or permit to arise any Security
Interest (other than Permitted Liens) on or with respect to the Aircraft, title
thereto or any interest therein.  LESSEE
will forthwith, at its own expense, take all action as may be reasonably
necessary to discharge or remove any such Security Interest if it exists at any
time.


 


20.2.6                                                      Representations to Other Parties.   
LESSEE will not represent or hold out LESSOR as carrying goods or
passengers on the Aircraft or as being in any way connected or associated with
any operation of the Aircraft.


 


ARTICLE 21                           REPRESENTATIONS, WARRANTIES
AND COVENANTS OF LESSOR


 


21.1                                                               Representations and
Warranties.    LESSOR represents and warrants the
following to LESSEE as of the date of execution of the Lease and as of the
Delivery Date and ALL OTHER WARRANTIES, EXPRESS OR IMPLIED HAVE BEEN WAIVED IN
ACCORDANCE WITH ARTICLE 8:


 


21.1.1                                                      Corporate Status.   
LESSOR is a corporation duly incorporated, validly existing and in good
standing under the Laws of the State of California.  It has the corporate power and authority to
carry on its business as presently conducted and to perform its obligations
hereunder.


 


21.1.2                                                      Governmental Approvals.    No
authorization, approval, consent, license or order of, or registration with, or
the giving of notice to any U.S. Government Entity is required for the valid
authorization, execution, delivery and performance by LESSOR of this Lease.


 


21.1.3                                                      Binding.    This Lease and the other
Operative Documents that have been have been executed and delivered by LESSEE
as of the date of this Lease have been duly authorized, executed and delivered
by LESSOR and represent the valid, enforceable and binding obligations of
LESSOR except as enforceability may be limited by bankruptcy, insolvency,
reorganization or other similar Laws of general application affecting the
enforcement of creditors’ rights and by such principles of equity as a court
having


 


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jurisdiction may
impose.  When executed by LESSOR at
Delivery, the same will apply to the other Operative Documents.


 


21.1.4                                                      No Breach.    The execution and delivery
of the Operative Documents that have been executed and delivered by LESSOR as
of the date of this Lease, the consummation by LESSOR of the transactions
contemplated therein and compliance by LESSOR with the terms and provisions
thereof do not and will not contravene any Law applicable to LESSOR, or result
in any material breach of or constitute any material default under any
indenture, mortgage, chattel mortgage, deed of trust, conditional sales
contract, bank loan or credit agreement, corporate charter, bylaw or other
material agreement or instrument to which LESSOR is a party or by which LESSOR
or its properties or assets may be bound or affected.  When executed by LESSOR at Delivery, the same
will apply to the other Operative Documents.


 


21.1.5                                                      Title to Aircraft.    On
the Delivery Date LESSOR will have good and valid title to the Aircraft.


 


21.1.6                                                      Citizen of the United States.   
LESSOR is a “citizen of the United States of America” (as defined in
Section 40102 of Title 49 of U.S.C.).


 


21.2                                                               Covenant of Quiet Enjoyment.    So
long as no Event of Default has occurred and is continuing hereunder, LESSOR
covenants that neither LESSOR nor any person lawfully claiming through LESSOR
will interfere with LESSEE’s quiet, peaceful use and enjoyment of the Aircraft
during the Lease Term.


 


21.3                                                               Covenant of U.S. Citizenship.   
LESSOR hereby covenants that as of the date of Delivery, the date of
registration of the Aircraft with the Aviation Authority, and for the entire
duration of the Lease Term, it shall be a “citizen of the United States of
America” (as defined in Section 40102 of Title 49 of U.S.C.).


 


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ARTICLE 22                           FINANCIAL AND RELATED
INFORMATION


 


LESSEE agrees to furnish
each of the following to LESSOR:


 


(a)                                              within forty-five (45) days after the end of
each fiscal quarter of LESSEE, three (3) copies of the unaudited consolidated
financial statements (including a balance sheet and profit and loss statement)
prepared for such quarter in accordance with generally accepted accounting
principles in the U.S.;


 


(b)                                             within ninety (90) days after the end of each
fiscal year of LESSEE, three (3) copies of the audited consolidated financial
statements (including a balance sheet and profit and loss statement) prepared
as of the close of such fiscal year in accordance with generally accepted
accounting principles in the U.S.;


 


(c)                                              promptly after distribution, three (3) copies
of all reports and financial statements which LESSEE sends or makes available
to its stockholders or creditors generally;


 


(d)                                             Technical Evaluation Reports in conjunction
with every second “C” check for the Aircraft and at other times reasonably
requested by LESSOR in accordance with Article 12.10.2 hereof; and


 


(e)                                              from time to time, such other reasonable
information as LESSOR or LESSOR’s Lender may reasonably request concerning the
location, condition, use and operation of the Aircraft or the financial
condition of LESSEE.


 


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ARTICLE 23                           RETURN OF AIRCRAFT


 


23.1                                                               Date of Return.   
LESSEE is obligated to return the Aircraft, Engines, Parts and Aircraft
Documentation to LESSOR on the Expiration Date, unless a Total Loss of the
Aircraft occurred prior to the Expiration Date and this Lease was terminated
early in accordance with Article 19.3. 
If LESSEE is in Default hereunder by failing to return the Aircraft on
the Expiration Date or if an Event of Default occurs prior to the Expiration
Date and LESSOR repossesses the Aircraft, the return requirements set forth in
this Article 23 nonetheless must be met on the date the Aircraft is
actually returned to LESSOR or repossessed by LESSOR.


 


23.2                                                               Technical Report.   
Six (6) months prior to the Expiration Date (and in an updated form at
return of the Aircraft), LESSEE will provide LESSOR with a Technical Evaluation
Report in the form and substance of Exhibit N, as revised, and, in
addition upon LESSOR’s request, will make copies available of (a) drawings
of the interior configuration of the Aircraft both as it then exists and as it
will exist at return, (b) an Airworthiness Directive status list,
(c) to the extent available, a service bulletin incorporation list
(provided that if it does not maintain such a list, LESSEE will provide any
necessary information and such reasonable assistance as LESSOR may require to prepare
such a list), (d) rotable tracked, hard-time and life-limited component
listings, (e) to the extent available, a list of LESSEE-initiated
modifications and alterations (provided that if it does not maintain such a
list, LESSEE will provide any necessary information and such reasonable
assistance as LESSOR may require to prepare such a list), (f) interior
material burn certificates, (g) the Aircraft Maintenance Program
(provided, however, that LESSEE’s Aircraft Maintenance Program will be deemed “Confidential
Information” as provided in the Confidentiality Agreement, and provided further
that LESSOR shall have the right to disclose the contents of the Maintenance
Program to any prospective buyer or lessee of the Aircraft, or to any third
party maintenance provider working on behalf of such party, so long as such
party and/or such third party maintenance provider have executed an
Acknowledgment and Agreement as provided in the Confidentiality Agreement),
(h) the complete workscope for the checks, inspections and other work to
be performed prior to return, (i) a list of all no-charge service bulletin
kits with respect to the Aircraft which were ordered by LESSEE from
Manufacturer or the Engine manufacturer, (j) current Engine disk sheets
and a description of the last shop visit for each Engine and (k) any other
data which is reasonably requested by LESSOR.


 


23.3                                                               Return Location.   
LESSEE at its expense will return the Aircraft, Engines, Parts and
Aircraft Documentation to LESSOR at Denver, Colorado, or to such other airport
on LESSEE’s route system as may be mutually agreed to by LESSEE and LESSOR.


 


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23.4                                                               Full Aircraft Documentation
Review.    For the period commencing at least ten (10)
Business Days prior to the proposed redelivery date and continuing until the
date on which the Aircraft is returned to LESSOR in the condition required by
this Lease, LESSEE will provide for the review of LESSOR and/or its
representative all of the Aircraft records and historical documents described
in Exhibit M in one central room at the Aircraft return location.


 


23.5                                                               Aircraft Inspection.


 


23.5.1                                                      During the maintenance checks performed
immediately prior to the proposed redelivery (“Final Check”) and at the actual return of the Aircraft,
LESSOR and/or its representatives will have an opportunity to conduct a full
systems functional and operational inspection of the Aircraft (and other types
of reasonable inspections based upon the Aircraft type, age, use and other
known factors with respect to the Aircraft; provided that LESSOR’s access for
inspection shall be limited to those areas of the Aircraft that are exposed on
the Aircraft during the course of performance of the Final Check and without
opening or removing panels, compartments or bays unless (a) such opening or
removal is specified as part of the Final Check or (b) LESSOR has reasonable
visual grounds to suspect corrosion and a full inspection of the Aircraft
Documentation (including records and manuals), all to LESSOR’s reasonable
satisfaction.  Any deficiencies from the
Aircraft return condition requirements set forth in this Article 23 will
be corrected by LESSEE at its cost prior to the acceptance flight described in
Article 23.5.2.


 


23.5.2                                                      Immediately prior to the proposed redelivery
of the Aircraft, LESSEE will carry out for LESSOR and/or LESSOR’s
representatives a reasonable, mutually agreed upon Aircraft acceptance flight
in accordance with reasonable commercial airline acceptance flight procedures,
which will be for a duration not to exceed two (2) hours.  Flight costs and fuel will be furnished by
and at the expense of LESSEE.  Any
deficiencies from the Aircraft return condition requirements set forth in this
Article 23 will be corrected by LESSEE at its cost prior to return of the
Aircraft.


 


23.5.3                                                      To the extent that the ground inspection and
acceptance flight extend beyond the Expiration Date, the Lease Term will be
deemed to have been automatically extended and the obligations of LESSEE
hereunder (including Article 23.11.3) will continue on a day-to-day basis
until the Aircraft is accepted by LESSOR as being in the condition required
hereunder, which acceptance shall be evidenced by LESSOR executing and
delivering to LESSEE the Return Acceptance Receipt in the form of Exhibit K.


 


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23.6                                                               Certificate of Airworthiness
Matters.


 


23.6.1                                                      The Aircraft will possess a current
Certificate of Airworthiness issued by the Aviation Authority (although this
Certificate of Airworthiness may be substituted by an Export Certificate of
Airworthiness or equivalent if requested by LESSOR pursuant to
Article 23.6.3).  In addition, even
if LESSEE must perform engineering, maintenance and repair work on the Aircraft
beyond the requirements of Article 12, the Aircraft at return must be in
the condition required in order to meet the requirements for issuance of a U.S.
Standard Certificate of Airworthiness for transport category aircraft issued by
the FAA in accordance with FAR Part 21 and, in addition, to meet the
operating requirements of FAR Part 121.


 


23.6.2                                                      If the Aircraft is registered in a country
other than the U.S. at time of return, LESSEE at its cost will demonstrate that
the Aircraft meets the requirements for issuance of the U.S. Standard Certificate
of Airworthiness for transport category aircraft specified in
Article 23.6.1 by delivering to LESSOR at its option either an actual U.S.
Standard Certificate of Airworthiness (if the Aircraft is to be registered in
the U.S.) or a letter reasonably acceptable to LESSOR signed by an FAA
Designated Airworthiness Representative (DAR) or another Person reasonably
acceptable to LESSOR stating that the DAR or such Person has inspected the
Aircraft and Aircraft Documentation (including records and manuals) and has
found that the Aircraft meets the requirements for issuance of a U.S. Standard
Certificate of Airworthiness for transport category aircraft in accordance with
FAR Part 21 and, in addition, meets the operating requirements of FAR Part
121.


 


23.6.3                                                      If the Aircraft is to be registered in a
country other than in the U.S. after return from LESSEE, LESSOR may in its sole
discretion waive the requirements of Article 23.6.1 and instead require
that LESSEE at its expense (to the extent such expense is no greater than that
which LESSEE would have incurred pursuant to Article 23.6.1, with any
additional expenses being for LESSOR’s account):


 


(a)                                              obtain an Export Certificate of Airworthiness
from the State of Registration, and


 


(b)                                             subject to LESSEE’s capacity, resources, and
technical capability, put the Aircraft in a condition to meet the requirements
for issuance of a Certificate of Airworthiness of the Aviation Authority of the
next country of register, provided that if solely as a result of such work the
Aircraft is returned after the scheduled redelivery date, LESSEE will not be
liable for payment of Rent in respect of the period following the date the
Aircraft would have been returned following


 


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completion of the
requirements of this Article 23, but for the provisions of this
Article 23.6.3.


 


23.7                                                               General Condition of
Aircraft at Return.


 


23.7.1                                                      The Aircraft, Engines, and Parts will have
been maintained and repaired in accordance with the Maintenance Program, the
rules and regulations of the Aviation Authority and this Lease.


 


23.7.2                                                      Aircraft Documentation (including records and
manuals) will have been maintained in an up-to-date status, in accordance with
the rules and regulations of the Aviation Authority and the FAA and this Lease
and in a form necessary in order to meet the requirements of
Article 23.6.1.  The records and
historical documents set forth in Exhibit M will be in English.


 


23.7.3                                                      There will be no pilot discrepancies or
deferred maintenance items.


 


23.7.4                                                      The Aircraft will be airworthy (conform to
type design and be in a condition for safe operation), with all Aircraft
equipment, components and systems operating in accordance with their intended
use and within limits approved by Manufacturer, Aviation Authority and FAA.


 


23.7.5                                                      The Aircraft interior (including cabin and
windows) and exterior will be clean in accordance with U.S. commercial airline
standards and cosmetically acceptable to LESSOR in its reasonable discretion,
with all compartments free of foreign objects, dirt, grease, fluids, stains,
grime, cracks, tears and rips and ready to be placed into immediate commercial
airline operations.


 


23.7.6                                                      No special or unique Manufacturer, Engine
manufacturer or Aviation Authority inspection or check requirements which are
specific to the Aircraft or Engines (as opposed to a group of aircraft or
engines of their types) will exist with respect to the Airframe, Engines and
Aircraft equipment, components and systems.


 


23.7.7                                                      All repairs, modifications and alterations to
the Aircraft will have been accomplished in accordance with either (i)
Manufacturer’s Structural Repair Manual (or DGAC-approved Repair Approval
Sheets) for the Aircraft or (ii) FAA-approved data (such as FAA Form 8110 or
equivalent).


 


23.7.8                                                      SEE PARAGRAPH 16(a) OF EXHIBIT C.


 


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23.7.9                                                      Subject to the terms of Article 23.7.10,
the Aircraft will be returned with LESSOR’s Engines installed and with the same
equipment as at Delivery, subject only to those replacements, additions and
Modifications permitted under this Lease.


 


23.7.10                                                Notwithstanding the terms of
Article 23.7.9, at the time of return one or more engines other than the
Engines may be installed on the Aircraft, provided that such engine or engines
are owned or beneficially owned by the Person who is (a) the LESSOR of the
Aircraft at the time of return or (b) the beneficial owner of the Aircraft at
the time of return.


 


23.7.11                                                SEE PARAGRAPH 16(b) OF EXHIBIT C.


 


23.7.12                                                SEE PARAGRAPH 16(c) OF EXHIBIT C.


 


23.7.13                                                SEE PARAGRAPH 16(d) OF EXHIBIT C.


 


23.7.14                                                The Aircraft will be in compliance with
Manufacturer’s Corrosion Prevention and Control Program (CPCP) specified for
the model type by Manufacturer.  Where
any evidence of corrosion exists, perform an internal and external corrosion
inspection and correct any discrepancies in accordance with the recommendations
of Manufacturer and the Structural Repair Manual.  In addition, all inspected areas will be
properly treated with corrosion inhibitor if and as recommended by
Manufacturer.


 


23.7.15                                                If any waivers, deviations, dispensations,
alternate means of compliance, extensions or carry-overs with respect to
maintenance or operating requirements, repairs or Airworthiness Directives are
granted by the Aviation Authority or permitted by the Maintenance Program,
LESSEE at its sole cost and expense will nonetheless perform such maintenance
or operating requirements, repairs or Airworthiness Directives as if such
waivers, deviations, dispensations, alternate means of compliance, or
extensions or carry-overs did not exist, unless such waivers, deviations,
dispensations, alternate means of compliance, extensions or carry-overs are
applicable to all A319 aircraft and operators of such aircraft worldwide.


 


23.7.16                                                The Aircraft will be free from any Security
Interest except LESSOR’s Liens and no circumstance will have so arisen whereby
the Aircraft is or could become subject to any Security Interest or right of
detention or sale in favor of the Aviation Authority, any airport authority, or
any other authority.


 


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23.7.17                                                All no-charge vendor and Manufacturer’s
service bulletin kits received by LESSEE for the Aircraft but not installed
thereon will be on board the Aircraft as cargo. 
At LESSOR’s request, any other service bulletin kit which LESSEE paid
for will also be delivered to LESSOR on board the Aircraft, but LESSOR will
reimburse LESSEE for its actual out-of-pocket costs for such kit, unless LESSEE
purchased such kit as part of its implementation of a service bulletin on its
fleet of aircraft of the same type as the Aircraft but had not yet installed
such kit on the Aircraft, in which case such kit will be furnished free of
charge to LESSOR.


 


23.7.18                                                The Aircraft will be free of any leaks and
any damage resulting therefrom.  All
repairs will have been performed on a permanent basis in accordance with the
applicable manufacturer’s instructions.


 


23.7.19                                                The Aircraft fluid reservoirs (including oil,
oxygen, hydraulic and water) will be serviced to full and the waste tank
serviced in accordance with Manufacturer’s instructions.  Fuel tanks will be at least as full as at
Delivery.


 


23.8                                                               Checks Prior to Return.   
Immediately prior to return of the Aircraft to LESSOR, LESSEE at its
expense will do each of the following:


 


23.8.1                                                      Have performed, by LESSEE or any other FAA-approved
repair station, the next due full and complete zonal, systems and structural
check (“C” or its equivalent), the corresponding lower checks (“A” and “B” or
equivalent) and any other maintenance and inspections tasks, all in accordance
with the then-current MPD (save only for those MPD tasks which are (a) non-MRB
tasks (as defined in the MPD) and
(b) which arise from information service bulletins and/or service information
letters that relate to service bulletins and/or modifications that have not
been incorporated in the Aircraft), sufficient to clear the Aircraft for
operation until the next-scheduled full and complete zonal, systems and
structural check under the then-current MPD (which in any event will not be
less than fifteen (15) months).  LESSEE
will also weigh the Aircraft.  Any
discrepancies revealed during such inspection will be corrected in accordance
with Manufacturer’s maintenance and repair manuals or FAA-approved data.  Subject to LESSEE’s capacity, resources, and
technical capability, LESSEE agrees to perform during such check any other work
reasonably required by LESSOR (and not otherwise required under this Lease) and
LESSOR will reimburse LESSEE for such work at LESSEE’s preferred customer
rates.


 


23.8.2                                                      Remove LESSEE’s exterior markings, including
all exterior paint, by stripping (or, at LESSOR’s option, pneumatically
scuff/sanding) the paint from the fuselage,


 


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empennage, wings and Engine
cowlings, and clean, reseal, refinish, prepare (including application of
alodine or another corrosion inhibitor) and prime the surfaces to be painted,
all in accordance with Manufacturer’s and paint manufacturer’s
recommendations.  LESSEE will then
repaint the fuselage, empennage, wings and Engine cowlings in the colors and
logo specified by LESSOR provided, however, that if such colors and logo are
substantially more complex than those of LESSEE, at LESSOR’s discretion, LESSOR
will either (i) pay to LESSEE an amount equal to the incremental cost of
repainting the Aircraft in such complex colors and logo over and above the cost
of repainting the Aircraft in LESSEE’s colors and logo at such time or
(ii) permit LESSEE to return the Aircraft repainted white and to pay
LESSOR an amount equal to the incremental cost of painting the colors and logo
required by LESSOR’s next operator, up to an amount equal to the amount that
would have been required to paint the Aircraft in LESSEE’s livery.  Such painting will be accomplished in such a
manner as to result in a uniformly smooth and cosmetically acceptable
aerodynamic surface.  All external
placards, signs and markings will be properly attached, free from damage, clean
and legible.


 


23.8.3                                                      Clean the exterior and interior of the
Aircraft.


 


23.8.4                                                      If reasonably requested by LESSOR, repaint
the flight deck and replace placards of the Aircraft.


 


23.8.5                                                      In accordance with Article 23.7.7,
permanently repair damage to the Aircraft that exceeds Manufacturer’s limits
and replace any non-flush structural patch repairs installed on the Aircraft
with flush-type repairs unless Manufacturer does not recommend a flush-type
repair.


 


23.8.6                                                      With LESSOR or its representatives present,
perform a full and complete hot and cold section videotape borescope on each
Engine and its modules in accordance with the Engine manufacturer’s maintenance
manual.


 


23.8.7                                                      If the Engine historical and technical
records and/or condition trend monitoring data of any Engine (including the
APU, if such data are available) indicate an acceleration in the rate of
deterioration in performance, such that the Engine will not meet the
requirements of Article 23.9.2 in light of the Engine manufacturer’s data,
LESSEE will correct, to LESSOR’s reasonable satisfaction, such conditions which
are determined to be causing such accelerated rate of deterioration.


 


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23.8.8                                                      With LESSOR or its representatives present,
accomplish a power assurance run (if reasonably requested by LESSOR),
acceleration and bleed valve scheduling checks on the Engines.  LESSEE will evaluate the Engine performance
and record the Engine power assurance test conditions and results on the Return
Acceptance Receipt.


 


23.8.9                                                      If the Engine historical and technical
records, borescope inspection, trend monitoring and other checks specified in
Article 23.8.8 reveal any condition which would cause the Engines or any
module to be unserviceable, beyond serviceable limits or serviceable with an
increased frequency of inspection or with calendar time, flight hour or flight
cycle restrictions under the Engine manufacturer’s maintenance manual LESSEE
will correct such discrepancies in accordance with the guidelines set out by
the Engine manufacturer which may be discovered during such inspections.


 


23.8.10                                                In the event the Engine historical and
technical records, borescope inspection, trend monitoring and other checks
specified in Article 23.8.8 result in a dispute regarding the conformity
of an Engine with the requirements of this Article 23, LESSEE and LESSOR
will consult with Engine manufacturer and follow Engine manufacturer’s
recommendations (including the accomplishment of an Engine test cell operational
check) with regard to determining if such Engine complies with the requirements
of this Article 23 and the manner in which any discrepancies from the
requirements of this Article 23 will be rectified.


 


23.9                                                               Part Lives.   
SEE PARAGRAPH 17 OF EXHIBIT C.


 


23.9.1                                                      SEE PARAGRAPH 17(a) OF EXHIBIT C.


 


23.9.2                                                      SEE PARAGRAPH 17(b) OF EXHIBIT C.


 


(a)                                              SEE PARAGRAPH 17(b)(i) OF
EXHIBIT C.


 


(b)                                             SEE PARAGRAPH 17(b)(ii) OF
EXHIBIT C.


 


(c)                                              SEE PARAGRAPH 17(b)(iii) OF
EXHIBIT C.


 


(d)                                             SEE PARAGRAPH 17(b)(iv) OF EXHIBIT C.


 


(e)                                              SEE PARAGRAPH 17(b)(v) OF
EXHIBIT C.


 


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23.9.3                                                      SEE PARAGRAPH 17(c) OF EXHIBIT C.


 


23.9.4                                                      SEE PARAGRAPH 17(d) OF EXHIBIT C.


 


23.9.5                                                      SEE PARAGRAPH 17(e) OF EXHIBIT C.


 


(a)                                              SEE PARAGRAPH 17(e)(i) OF
EXHIBIT C.


 


(b)                                             SEE PARAGRAPH 17(e)(ii) OF
EXHIBIT C.


 


(c)                                              SEE PARAGRAPH 17(e)(iii) OF
EXHIBIT C.


 


23.9.6                                                      SEE PARAGRAPH 17(f) OF EXHIBIT C.


 


(a)                                              SEE PARAGRAPH 17(f)(i) OF
EXHIBIT C.


 


(b)                                             SEE PARAGRAPH 17(f)(ii) OF
EXHIBIT C.


 


(c)                                              SEE PARAGRAPH 17(f)(iii) OF
EXHIBIT C.


 


23.9.7                                                      SEE PARAGRAPH 17(g) OF EXHIBIT C.


 


23.9.8                                                      SEE PARAGRAPH 17(h) OF EXHIBIT C.


 


23.9.9                                                      SEE PARAGRAPH 17(i) OF EXHIBIT C.


 


23.10                                                         Export and Deregistration of
Aircraft.    At LESSOR’s request by notice at least
fifteen (15) days prior to the Expiration Date, LESSEE will (a) pursuant
to the terms of Article 23.6.3, provide an Export Certificate of
Airworthiness or its equivalent from the State of Registration for the country
designated by LESSOR, (b) assist with deregistration of the Aircraft from
the register of aircraft in the State of Registration, and (c) perform any
other acts reasonably required by LESSOR in connection with such
deregistration.


 


23.11                                                         LESSEE’s Continuing
Obligations.    In the event that LESSEE does not return
the Aircraft to LESSOR on the Expiration Date and in the condition required by
this Article 23 for any reason (whether or not the reason is within LESSEE’s
control):


 


23.11.1                                                the obligations of LESSEE under this Lease
will continue in full force and effect on a day-to-day basis until such
return.  This will not be considered a
waiver of LESSEE’s Event of Default or any right of LESSOR hereunder.


 


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23.11.2                                                Until such return, the Agreed Value will be
an amount equal to the Agreed Value on the day the Aircraft should have been
returned to LESSOR pursuant to this Lease.


 


23.11.3                                                SEE PARAGRAPH 18 OF EXHIBIT C.


 


23.11.4                                                LESSOR may elect, in its sole and absolute
discretion, to accept the return of the Aircraft prior to the Aircraft being
put in the condition required by this Article 23 and thereafter have any
such non-conformance corrected at such time as LESSOR may deem appropriate (but
within ninety (90) days following the return of the Aircraft) and at commercial
rates then-charged by the Person selected by LESSOR to perform such
correction.  Any direct and reasonable
expenses incurred by LESSOR for such correction will become additional Rent
payable by LESSEE within fifteen (15) days following the submission of a written
statement by LESSOR to LESSEE, identifying the items corrected and setting
forth the expense of such corrections in reasonable detail.  LESSEE’s obligation to pay such supplemental
Rent will survive the Termination Date.


 


23.12                                                         Airport and Navigation Charges.   
LESSEE will ensure that at return of the Aircraft any and all airport,
navigation and other charges which give rise or would if unpaid give rise to
any lien, right of detention, right of sale or other Security Interest in
relation to the Aircraft, Engine or any Part have been paid and discharged in
full and will at LESSOR’s request produce evidence thereof reasonably
satisfactory to LESSOR.


 


23.13                                                         Return Acceptance
Certificate.    Upon return of the Aircraft in accordance
with the terms of this Lease, LESSEE will promptly prepare and execute two (2)
Return Acceptance Certificates in the form and substance of Exhibit K and
LESSOR will countersign and return one such Return Acceptance Certificate to
LESSEE.  In addition, LESSEE and LESSOR
will execute a Lease Termination for filing with the FAA evidencing termination
of this Lease.


 


23.14                                                         Indemnities and Insurance.   
The indemnities and insurance requirements set forth in Articles 17
and 18, respectively, will apply to Indemnitees and LESSOR’s representatives
during return of the Aircraft, including the ground inspection and acceptance
flight.  With respect to the acceptance
flight, LESSOR’s representatives will receive the same protections as LESSOR on
LESSEE’s Aviation and Airline General Third Party Liability Insurance.


 


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23.15                                                         Civil Reserve Air Fleet.


 


23.15.1                                                LESSEE may transfer possession of the
Aircraft to the United States of America or any instrumentality or agency
thereof as part of the Civil Reserve Air Fleet Program authorized under 10
U.S.C. ‘ 9511 et seq. (or any substantially similar program) (“CRAF Program”) for a period which
includes (collectively, the “CRAF Program
Requisition Period”) (a) the entire period of requisition
under the CRAF Program and (b) an additional six (6) months after the
expiration of the requisition under the CRAF Program.  If the CRAF Program Requisition Period
extends beyond the Expiration Date provided by this Lease, then the Lease will
be deemed to continue until the end of the CRAF Program Requisition Period at a
monthly rental rate equal to the monthly rental rate in effect at the end of
the Lease Term and the Expiration Date will be deemed to be the end of the CRAF
Program Requisition Period.  If the
Aircraft is requisitioned under the CRAF Program for a period which extends
beyond the Lease Term, then LESSEE will provide LESSOR with written notice of
the proposed redelivery at least six (6) months prior to such redelivery date
and LESSEE must return the Aircraft in the condition required by
Article 23 on the redelivery date set forth in such written notice.


 


23.15.2                                                LESSEE will promptly notify LESSOR in writing
in the event of the requisition for use of the Aircraft under CRAF activation
by the U.S. Government.  All of LESSEE’s
obligations under this Lease will continue to the same extent as if such
requisition had not occurred.


 


23.15.3                                                Any provisions of this Lease to the contrary
notwithstanding, if there is a requisition for use of the Aircraft pursuant to the
CRAF Program and/or CRAF activation, LESSOR agrees that LESSEE’s insurances
described in Exhibit E may be supplemented or replaced by insurances
provided under Title XIII of the Act, and/or U.S. Government indemnification
(which Title XIII insurances and indemnification will be, as to the Aircraft,
in an amount not less than the Agreed Value and, as to all other insurances, in
amounts not less than those established in Exhibit C); provided, however,
that LESSEE will remain responsible for full compliance with all the provisions
of this Lease, including Articles 17 and 19, to the extent Title XIII
and/or the U.S. Government indemnification do not satisfy LESSEE’s obligations
under this Lease.


 


23.15.4                                                If there is a requisition for use of the
Aircraft pursuant to the CRAF Program and/or CRAF activation, there will be no
limitation on the geographic area in which the Aircraft may be operated so long
as, taken as a whole, LESSEE’s insurance, the Title XIII insurance and/or the
indemnification provided by the U.S. Government


 


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fully cover (without any
geographic exclusions) LESSEE’s Exhibit E insurance requirements.


 


23.15.5                                                If an Event of Default occurs under this
Lease and LESSOR elects to pursue its remedies under Article 25.3.5 to
terminate this Lease and repossess the Aircraft, LESSOR will so notify the U.S.
Government by sending a written communication with a copy to LESSEE as follows:


 


Headquarters Air Mobility
Command


AMC Contracting Office C
XOKA


Scott Air Force Base,
Illinois 62225-5007


 


or such other location as
may be directed from time to time during the Lease Term.


 


23.15.6                                                So long as no Event of Default has occurred
and is continuing, all payments received by LESSOR or LESSEE from such
Government Entity in connection with the requisition of the Aircraft under the
CRAF Program (except payments on account of a Total Loss of the Aircraft) will
be paid over to or retained by LESSEE. 
If an Event of Default has occurred and is continuing, all payments received
by LESSEE or LESSOR from such Government Entity in connection with the
requisition of the Aircraft under the CRAF Program may be used by LESSOR to
satisfy any obligations owing by LESSEE.


 


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ARTICLE 24                           ASSIGNMENT


 


24.1                                                               No Assignment by LESSEE.   
EXCEPT AS EXPRESSLY PERMITTED BY ARTICLE 11 OR ARTICLE 20.2.3,
NO ASSIGNMENT, NOVATION, TRANSFER, MORTGAGE OR OTHER CHARGE MAY BE MADE BY
LESSEE OF ANY OF ITS RIGHTS WITH RESPECT TO THE AIRCRAFT, ENGINE OR PART OR
THIS LEASE.


 


24.2                                                               Sale or Assignment by LESSOR.


 


24.2.1                                                      Subject to LESSEE’s rights pursuant to this
Lease, LESSOR may at any time and without LESSEE’s consent sell, assign or
transfer its rights, interest and obligations hereunder, under any other Operative
Document, or with respect to the Aircraft to a Permitted Transferee; provided,
however, that no such transfer shall (a) cause any added expenses, costs or
liabilities to LESSEE, (b) materially increase LESSEE’s obligations hereunder
(including but not limited to LESSEE’s liabilities or obligations pursuant to
Articles 16 or 17), or (c) materially adversely affect LESSEE’s rights
under this Lease.  For a period of two
(2) years after such sale or assignment and at LESSEE’s cost, LESSEE will
continue to name LESSOR as an additional insured under the Aviation and Airline
General Third Party Liability Insurance specified in Exhibit E.


 


24.2.2                                                      The term “LESSOR” as used in this Lease means the lessor of the
Aircraft at the time in question.  In the
event of the sale of the Aircraft and transfer of LESSOR’s rights and
obligations under this Lease to a Permitted Transferee, such Permitted
Transferee will become “LESSOR” of the Aircraft under this Lease and the
transferring party (the prior “LESSOR”) will be relieved of all liability to
LESSEE under this Lease for obligations arising on and after the date the
Aircraft is sold.  LESSEE will
acknowledge and accept the Permitted Transferee as the new “LESSOR” under this
Lease and will look solely to the Permitted Transferee for the performance of
all LESSOR obligations and covenants under this Lease arising on and after the
Aircraft sale date.


 


24.3                                                               LESSOR’s Lender.   
Subject to LESSEE’s rights pursuant to this Lease, LESSOR may at any
time and without LESSEE’s consent grant security interests over the Aircraft
and assign the benefit of this Lease to a lender (“LESSOR’s Lender”) as security for
LESSOR’s obligations to LESSOR’s Lender.


 


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24.4                                                               LESSEE Cooperation.    On
request by LESSOR, LESSEE will execute all such documents (such as a consent to
a lease assignment agreement) as LESSOR may reasonably require to confirm
LESSEE’s obligations under this Lease and obtain LESSEE’s acknowledgment that
LESSOR is not in breach of the Lease. 
LESSEE will provide all other reasonable assistance and cooperation to
LESSOR in connection with any such sale or assignment or the perfection and
maintenance of any such security interest, including, at LESSOR’s cost, making
all necessary filings and registrations in the State of Registration and
providing all opinions of counsel with respect to matters reasonably requested
by LESSOR.  LESSOR will reimburse LESSEE
for its reasonable out-of-pocket costs and expenses (including reasonable legal
fees) in reviewing documents required by LESSOR and cooperating with a transfer
pursuant to this Article 24.


 


24.5                                                               Protections.


 


24.5.1                                                      LESSOR will obtain for the benefit of LESSEE
a written acknowledgment from any Permitted Transferee or LESSOR’s Lender that,
so long as no Event of Default has occurred and is continuing hereunder,
neither such Person nor any Person claiming by, through or under such Person
will not interfere with LESSEE’s quiet, peaceful use and enjoyment of the
Aircraft.


 


24.5.2                                                      Wherever the term “LESSOR” is used in this
Lease in relation to any of the provisions relating to disclaimer, title and
registration, indemnity and insurance contained in Articles 8, 14, 17 and
18, respectively, or with respect to Article 20.2.6, the term “LESSOR”
will be deemed to include any Permitted Transferee and its lenders, if
applicable.  For avoidance of doubt, in
the event of LESSOR’s sale or financing of the Aircraft, the disclaimer and
indemnity provisions contained in Articles 8 and 17 will continue to be
applicable after the sale or assignment to International Lease Finance
Corporation, as well as being applicable to any Permitted Transferee and its
lenders.


 


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ARTICLE 25                           DEFAULT OF LESSEE


 


25.1                                                               LESSEE Notice to LESSOR.   
LESSEE will promptly notify LESSOR if LESSEE becomes aware of the
occurrence of any Default.


 


25.2                                                               Events of Default.   
[SEE PARAGRAPH 19 OF EXHIBIT C]


 


25.3                                                               LESSOR’s General Rights.   
Upon the occurrence and continuance of any Event of Default, LESSOR may
do all or any of the following at its option (in addition to such other rights
and remedies which LESSOR may have by statute or otherwise but subject to any
requirements of applicable Law):


 


25.3.1                                                      terminate this Lease by giving written notice
to LESSEE;


 


25.3.2                                                      require that LESSEE immediately move the
Aircraft to an airport or other location designated by LESSOR;


 


25.3.3                                                      for LESSEE’s account, do anything that may
reasonably be required to cure any default and recover from LESSEE all
reasonable costs, including legal fees and expenses incurred in doing so and
Default Interest;


 


25.3.4                                                      proceed as appropriate to enforce performance
of this Lease and to recover any damages for the breach hereof, including the
amounts specified in Article 25.5;


 


25.3.5                                                      terminate this Lease by taking possession of
the Aircraft or by serving notice requiring LESSEE to return the Aircraft to
LESSOR at the location specified by LESSOR. 
If LESSOR takes possession of the Aircraft, it may enter upon LESSEE’s
premises where the Aircraft is located as permitted by applicable law.  Upon repossession of the Aircraft, LESSOR
will then be entitled to sell, lease or otherwise deal with the Aircraft as if
this Lease had never been made.  LESSOR
will be entitled to the full benefit of its bargain with LESSEE as permitted by
applicable Law; or


 


25.3.6                                                      apply all or any portion of the Security
Deposit and any other security deposits held by LESSOR pursuant to any other
agreements between LESSOR and LESSEE to any amounts due.


 


77





















 


25.4                                                               Deregistration and Export of
Aircraft.    If an Event of Default has occurred and is
continuing, LESSOR may take all steps necessary to deregister the Aircraft in
and export the Aircraft from the State of Registration.


 


25.5                                                               LESSEE Liability for Damages.   
Upon the occurrence and during the continuance of an Event of Default,
in addition to all other remedies available at law or in equity, LESSOR has the
right to recover from LESSEE and LESSEE will pay LESSOR within two (2) Business
Days after LESSOR’s written demand, all of the following:


 


(a)                                              all amounts which are then due and unpaid
hereunder and which become due prior to the earlier of LESSOR’s recovery of
possession of the Aircraft or LESSEE making an effective tender thereof;


 


(b)                                             subject to LESSOR’s obligations at Law to
mitigate its damages, any losses suffered by LESSOR because of LESSOR’s
inability to place the Aircraft on lease with another lessee or to otherwise
utilize the Aircraft on financial terms as favorable to LESSOR as the terms
hereof or, if LESSOR elects to dispose of the Aircraft, the funds arising from
a sale or other disposition of the Aircraft are not as profitable to LESSOR as
leasing the Aircraft in accordance with the terms hereof would have been (and
LESSOR will be entitled to accelerate any and all Rent which would have been
due from the date of LESSOR’s recovery or repossession of the Aircraft through
the Expiration Date);


 


(c)                                              all costs associated with LESSOR’s exercise
of its remedies hereunder, including but not limited to repossession costs,
legal fees, Aircraft storage costs and Aircraft re-lease or sale costs;


 


(d)                                             any amount of principal, interest, fees or
other sums paid or payable on account of funds borrowed in order to carry any
unpaid amount;


 


(e)                                              any loss, premium, penalty or expense which
may be incurred in repaying funds raised to finance the Aircraft or in
unwinding any financial instrument relating in whole or in part to LESSOR’s
financing of the Aircraft;


 


(f)                                                direct expenses incurred by LESSOR to correct
non-conformance of the Aircraft with return conditions in accordance with
Article 23.11.4; and


 


(g)                                             an amount sufficient to fully compensate
LESSOR for any loss of or damage to the Aircraft caused by LESSEE’s default.


 


78





















 


25.6                                                               Waiver of Default.    By
written notice to LESSEE, LESSOR may at its election waive any Default or Event
of Default and its consequences and rescind and annul any prior notice of termination
of this Lease.  The respective rights of
the parties will then be as they would have been had no Default or Event of
Default occurred and no such notice been given.


 


25.7                                                               Present Value of Payments.    In
calculating LESSOR’s damages hereunder, upon an Event of Default all Rent and
other amounts which would have been due hereunder during the Lease Term if an
Event of Default had not occurred will be calculated on a present value basis
using a discounting rate of six percent (6%) per annum discounted to the
earlier of the date on which LESSOR obtains possession of the Aircraft or
LESSEE makes an effective tender thereof.


 


25.8                                                               Use of “Termination Date.   
For avoidance of doubt, it is agreed that if this Lease terminates and
the Aircraft is repossessed by LESSOR due to an Event of Default, then,
notwithstanding the use of the term “Termination Date” in this Lease, the
period of the Lease Term and the “Expiration Date” will be utilized in
calculating the damages to which LESSOR is entitled pursuant to Article 25.5.  For example, it is agreed and understood that
LESSOR is entitled to receive from LESSEE the Rent and the benefit of LESSEE’s
insurance and maintenance of the Aircraft until expiration of the Lease Term.


 


25.9                                                               LESSEE’s Remedies.   
Except as otherwise set forth in the Operative Documents, upon a breach
by LESSOR of any of the terms and conditions of this Lease, LESSEE shall have
all rights available at law or in equity.


 


25.10                                                         Waiver of Consequential
Damages.    LESSEE and LESSOR each agree that it shall
not be entitled to recover, and hereby disclaims and waives any right that it
may otherwise have to recover, any special, indirect, incidental or
consequential damages as a result of any breach or alleged breach by the other
party of any of the agreements, representations or warranties contained in this
Lease or the other Operative Documents; provided, however, that nothing herein
shall be deemed to disclaim or waive any of LESSOR’s remedies expressly set
forth in Article 25.3.


 


ARTICLE 26                           NOTICES


 


26.1                                                               Manner of Sending Notices.   
Any notice, request or information required or permissible under this
Lease will be in writing and in English. 
Notices will be delivered in person or sent by fax, certified letter
with return receipt requested, or by expedited delivery addressed to the
parties as set forth in Article 26.2. 
In the case of a fax, notice will be deemed received upon actual receipt
(and the date of actual receipt will be deemed to be the date set forth


 


79





















 


on the confirmation of
receipt produced by the sender’s fax machine immediately after the fax is
sent).  In the case of a certified
letter, notice will be deemed received on the date indicated on the return
receipt.  In the case of a notice sent by
expedited delivery, notice will be deemed received on the date of delivery set
forth in the records of the Person which accomplished the delivery.  If any notice is sent by more than one of the
above listed methods, notice will be deemed received on the earliest possible
date in accordance with the above provisions.


 


26.2                                                               Notice Information.   
Notices will be sent:


 


	
  If to LESSOR:

  	
  INTERNATIONAL LEASE
  FINANCE CORPORATION

  

  [Until January 31, 2004]

  1999 Avenue of the Stars, 39th Floor

  Los Angeles, California 90067-6049

  U.S.A.

  

  [On and after February 1, 2004]

  10250 Constellation Boulevard, 34th Floor

  Los Angeles, California 90067-6234

  U.S.A.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Legal Department

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Fax:

  	
  [SEE PARAGRAPH 20 OF
  EXHIBIT C.]

  	
   

  
	
   

  	
  Telephone:

  	
  [SEE PARAGRAPH 20 OF
  EXHIBIT C.]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  If to LESSEE:

  	
  FRONTIER AIRLINES, INC.

  Frontier Center One

  7001 Tower Road

  Denver, Colorado 80249

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  General Counsel

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Fax:

  	
  [SEE PARAGRAPH 20 OF
  EXHIBIT C.]

  	
   

  
	
   

  	
  Telephone:

  	
  [SEE PARAGRAPH 20 OF
  EXHIBIT C.]

  	
   

  



 


or to such other places and
numbers as either party directs in writing to the other party.


 


80





















 


ARTICLE 27                           GOVERNING LAW AND
JURISDICTION


 


27.1                                                               California Law.   
This Lease is being delivered in the State of California and will in all
respects be governed by and construed in accordance with the Laws of the State
of California (notwithstanding the conflict Laws of the State of California).


 


27.2                                                               Non-Exclusive Jurisdiction
in California.    As permitted by Section 410.40 of the
California Code of Civil Procedure, the parties hereby irrevocably submit to
the non-exclusive jurisdiction of the Federal District Court for the Central
District of California and the State of California Superior or Municipal Court
in Los Angeles, California.  Nothing
herein will prevent either party from bringing suit in any other appropriate
jurisdiction.


 


27.3                                                               Service of Process.   
The parties hereby consent to the service of process (a) out of any
of the courts referred to above, (b) by personal service in accordance
with the California Code of Civil Procedure, or (c) in accordance with the
Hague Convention, if applicable.


 


27.4                                                               Prevailing Party in Dispute.    If
any legal action or other proceeding is brought in connection with or arises
out of any provisions in this Lease, the prevailing party will be entitled to
recover reasonable attorneys’ fees and other actual and reasonable costs
incurred in such action or proceedings. 
The prevailing party will also, to the extent permissible by Law, be
entitled to receive pre- and post-judgment Default Interest.


 


27.5                                                               Waiver.   
LESSEE AND LESSOR HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY.  LESSEE AND LESSOR HEREBY IRREVOCABLY WAIVE
ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF
ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS LEASE BROUGHT
IN ANY OF THE COURTS REFERRED TO IN ARTICLE 27.2, AND HEREBY FURTHER
IRREVOCABLY WAIVE ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN
ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.


 


81





















 


ARTICLE 28                           MISCELLANEOUS


 


28.1                                                               [Redacted].   
[SEE PARAGRAPH 21 OF EXHIBIT C.]


 


28.2                                                               Press Releases.   
The parties will give copies to one another, in advance if possible, of
all news, articles and other releases provided to the public media regarding
this Lease or the Aircraft.


 


28.3                                                               LESSOR Performance for
LESSEE.    The exercise by LESSOR of its remedy of
performing a LESSEE obligation hereunder is not a waiver of and will not
relieve LESSEE from the performance of such obligation at any subsequent time
or from the performance of any of its other obligations hereunder.


 


28.4                                                               LESSOR’s Payment Obligations.   
Any obligation of LESSOR under this Lease to pay or release any amount
to LESSEE is conditioned upon and will be delayed until (a) all amounts
then due and payable by LESSEE to LESSOR under this Lease or under any other
agreement between LESSOR and LESSEE having been paid in full and (b) no
payment or other material Default having occurred and continuing hereunder at
the time such payment or release of payment is payable to LESSEE.


 


28.5                                                               Application of Payments.   
Any amounts paid or recovered in respect of LESSEE liabilities hereunder
may be applied to Rent, Default Interest, fees or any other amount due
hereunder in such proportions, order and manner as LESSOR determines.


 


28.6                                                               Usury Laws.   
The parties intend to contract in strict compliance with the usury Laws
of the State of California and, to the extent applicable, the U.S.  Notwithstanding anything to the contrary in
the Operative Documents, LESSEE will not be obligated to pay Default Interest
or other interest in excess of the maximum non-usurious interest rate, as in
effect from time to time, which may by applicable Law be charged, contracted
for, reserved, received or collected by LESSOR in connection with the Operative
Documents.  During any period of time in
which the then-applicable highest lawful rate is lower than the Default
Interest rate, Default Interest will accrue and be payable at such highest
lawful rate; however, if at later times such highest lawful rate is greater
than the Default Interest rate, then LESSEE will pay Default Interest at the
highest lawful rate until the Default Interest which is paid by LESSEE equals
the amount of interest that would have been payable in accordance with the
interest rate set forth in Article 5.7.


 


82





















 


28.7                                                               Delegation by LESSOR.   
LESSOR may delegate to any Person(s) all or any of the rights, powers or
discretion vested in it by this Lease and any such delegation may be made upon
such terms and conditions as LESSOR in its absolute discretion thinks fit,
provided that no such delegation shall relieve LESSOR of any of its obligations
hereunder.


 


28.8                                                               Rights of Parties.   
The rights of the parties hereunder are cumulative, not exclusive, may
be exercised as often as each party considers appropriate and are in addition
to its rights under general Law.  The
rights of one party against the other party are not capable of being waived or
amended except by an express waiver or amendment in writing.  Any failure to exercise or any delay in
exercising any of such rights will not operate as a waiver or amendment of that
or any other such right any defective or partial exercise of any such rights
will not preclude any other or further exercise of that or any other such right
and no act or course of conduct or negotiation on a party’s part or on its
behalf will in any way preclude such party from exercising any such right or
constitute a suspension or any amendment of any such right.


 


28.9                                                               Further Assurances.   
Each party agrees from time to time to do and perform such other and
further acts and execute and deliver any and all such other instruments as may
be required by Law or reasonably requested by the other party to establish,
maintain or protect the rights and remedies of the requesting party or to carry
out and effect the intent and purpose of this Lease.


 


28.10                                                         Use of Word “including.   
The term “including”
is used herein without limitation.


 


28.11                                                         Headings.   
All article and paragraph headings and captions are purely for
convenience and will not affect the interpretation of this Lease.  Any reference to a specific article,
paragraph or section will be interpreted as a reference to such article,
paragraph or section of this Lease.


 


28.12                                                         Invalidity of Any Provision.    If
any of the provisions of this Lease become invalid, illegal or unenforceable in
any respect under any Law, the validity, legality and enforceability of the
remaining provisions will not in any way be affected or impaired.


 


28.13                                                         Time Is of the Essence.   
Time is of the essence in the performance of all obligations of the
parties under this Lease and, consequently, all time limitations set forth in
the provisions of this Lease will be strictly observed.


 


28.14                                                         Amendments in Writing.   
The provisions of this Lease may only be amended or modified by a
writing executed by LESSOR and LESSEE.


 


83





















 


28.15                                                         Counterparts.   
This Lease may be executed in any number of identical counterparts, each
of which will be deemed to be an original, and all of which together will be
deemed to be one and the same instrument when each party has signed and
delivered one such counterpart to the other party.


 


28.16                                                         Delivery of Documents by Fax.   
Delivery of an executed counterpart of this Lease or of any other
documents in connection with this Lease by fax will be deemed as effective as
delivery of an originally executed counterpart. 
Any party delivering an executed counterpart of this Lease or other
document by fax will also deliver an originally executed counterpart, but the
failure of any party to deliver an originally executed counterpart of this
Lease or such other document will not affect the validity or effectiveness of
this Lease or such other document.


 


28.17                                                         Entire Agreement.   
The Operative Documents constitute the entire agreement between the
parties in relation to the leasing of the Aircraft by LESSOR to LESSEE and
supersede all previous proposals, agreements and other written and oral
communications in relation hereto.  The
parties acknowledge that there have been no representations, warranties,
promises, guarantees or agreements, express or implied, except as set forth
herein.


 


28.18                                                         Expenses.   
Each party shall be responsible for its own expenses in connection with
the drafting, negotiation, execution and delivery of this Lease and the other
Operative Documents.


 


84





















 


IN WITNESS WHEREOF, LESSEE
and LESSOR have caused this Lease to be executed by their respective officers
as of December 5, 2003.


 


	
  INTERNATIONAL LEASE
  FINANCE

  CORPORATION

  	
  FRONTIER AIRLINES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  By:

  
	
   

  	
   

  
	
  Its:

  	
  Its:

  
						



 


85





















 


EXHIBIT A                                    AIRCRAFT DESCRIPTION


 


	
  Aircraft Manufacturer and
  Model:

  	
  Airbus A319-111

  
	
   

  	
   

  
	
  Specification:

  	
  Airframe: Airbus A319,
  Standard Specification J 000 01000, Issue 4.0, dated January 1998, as more
  fully described in Schedule 1 hereto Engine Manufacturer and Model: CFM56-5B5/P

  
	
   

  	
   

  
	
  Manufacturer’s Serial
  Number:

  	
  2198

  
	
   

  	
   

  
	
  Registration Mark:

  	
  N

  
	
   

  	
   

  
	
  Engine Serial Numbers:

  	
  To be identified in the
  Estoppel and Acceptance Certificate

  
	
   

  	
   

  
	
  Engine Thrust Rating:

  	
  22,000 pounds

  



 


86





















 


SCHEDULE
1 TO EXHIBIT A


 


AIRLINE : Frontier A319-100


MSN 2198,
2209 & 2241 and on


STANDARD
SPECIFICATION :  J 000 01000 , ISSUE :
4.0 , DATED : Jan 1998


 


SCN LISTING:


 


	
  RFC

  	
   

  	
  SCN OR RMO

  	
   

  	
  TITLE

  	
   

  	
  ST

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATA

  	
   

  	
  02

  	
   

  	
  Certification

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  02J001A

  	
   

  	
  02J1014901S1A

  	
   

  	
  CERTIFICATION OF SEATS IN
  ACCORDANCE TO FAA/CAA REQUIREMENTS

  	
   

  	
  AC

  	
   

  
	
  02J002A

  	
   

  	
  02J4010101S1A

  	
   

  	
  EXTERNAL LIVERY

  	
   

  	
  AC

  	
   

  
	
  02J003A

  	
   

  	
  02J1211701S2A

  	
   

  	
  AIRCRAFT COMPLIANCE WITH
  FAR 121

  	
   

  	
  AC

  	
   

  
	
  02J004A

  	
   

  	
  02J2010117S1A

  	
   

  	
  EMERGENCY EQUIPMENT -
  CHANGE BFE INTO SFE (FFT*A)

  	
   

  	
  AC

  	
   

  
	
  02J005A

  	
   

  	
  02J1000102S2A

  	
   

  	
  CABIN CONFIGURATION FOR
  NON-SMOKING FLIGHTS (ONLY CAM PROGRAMMING)

  	
   

  	
  AC

  	
   

  
	
  02J006A

  	
   

  	
  02J4016021S1A

  	
   

  	
  EXTERNAL LIVERY - NOSE
  LANDING GEAR TOWING ANGLE MARKINGS

  	
   

  	
  AC

  	
   

  
	
  02J008A

  	
   

  	
  02J1214001S2A

  	
   

  	
  COMPLIANCE WITH FAR
  121.344

  	
   

  	
  AC

  	
   

  
	
  02J009A

  	
   

  	
  02J4010917S1A

  	
   

  	
  EXTERNAL LIVERY - NEW
  PHRASE FOR FRONTIER A318/A319

  	
   

  	
  AC

  	
   

  
	
  02J1011101A

  	
   

  	
  02J1011101S2A

  	
   

  	
  FAA CERTIFICATION

  	
   

  	
  AC

  	
   

  
	
  02J1012001A

  	
   

  	
  02J1012001S1A

  	
   

  	
  15 KNOTS TAILWIND
  CERTIFICATION AT TAKE-OFF

  	
   

  	
  AC

  	
   

  
	
  02J001FY

  	
   

  	
   

  	
   

  	
  LOOSE EQUIPMENT LIST

  	
   

  	
  AC

  	
   

  
	
  02J002FY

  	
   

  	
   

  	
   

  	
  AVIONICS CHANGE INTO BFE

  	
   

  	
  AC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATA

  	
   

  	
  03

  	
   

  	
  Weights

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  03J2022008A

  	
   

  	
  03J2022008S1A

  	
   

  	
  INCREASED MTOW TO 70.0 T
  (ASSOCIATED WITH CFM 56-5B5/_P ENGINES)

  	
   

  	
  AC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATA

  	
   

  	
  11

  	
   

  	
  Placards
  and markings

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11J001A

  	
   

  	
  11J3013001S1A

  	
   

  	
  NO SMOKING PLACARDS AT
  SEATS AND WINDSCREENS

  	
   

  	
  AC

  	
   

  
	
  11J002A

  	
   

  	
   

  	
   

  	
  INSTALLATION OF LEASING
  PLATES ON ENGINES AND DOOR FRAME

  	
   

  	
  AC

  	
   

  
	
  11J3011004A

  	
   

  	
  11J3011004S1A

  	
   

  	
  MONOLINGUAL PASSENGER
  PLACARDS AND SIGNS - ENGLISH ONLY

  	
   

  	
  AC

  	
   

  
	
  11J001FY

  	
   

  	
   

  	
   

  	
  ALL IDENTIFICATION PLATES
  ON FWD LH UPPER PASSENGER/CREW/SERVICE DOOR FRAME

  	
   

  	
  AC

  	
   

  
	
  11J002FY

  	
   

  	
   

  	
   

  	
  COCKPIT IDENTIFICATION
  PLATE ON LAVATORY PARTITION

  	
   

  	
  AC

  	
   

  
	
  11J003FY

  	
   

  	
   

  	
   

  	
  LESSOR IDENTIFICATION
  PLATES ON COCKPIT REAR PARTITION AND ENGINES (SIZE 4” X 6”)

  	
   

  	
  AC

  	
   

  



 


87





















 


	
  11J004FY

  	
   

  	
   

  	
   

  	
  ENGINE DANGER AREA DECALS -
  CFMI ENGINES

  	
   

  	
  AC

  	
   

  
	
  11J005FY

  	
   

  	
   

  	
   

  	
  ENGINE DANGER AREA DECALS -
  FEET AND METRIC DISTANCES

  	
   

  	
  AC

  	
   

  
	
  11J006FY

  	
   

  	
   

  	
   

  	
  EMERGENCY EXIT “PUSH”
  MARKING PAINTING IN WHITE

  	
   

  	
  AC

  	
   

  
	
  11J007FY

  	
   

  	
   

  	
   

  	
  OXYGEN SUPPLY SYSTEM LABEL
  CHANGE

  	
   

  	
  AC

  	
   

  
	
  11J3013601FY

  	
   

  	
   

  	
   

  	
  US AND METRIC UNITS FOR
  CARGO COMPARTMENT HEIGHT PLACARDS

  	
   

  	
  AC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATA

  	
   

  	
  21

  	
   

  	
  Air
  conditioning

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21J001A

  	
   

  	
  21J2710801S1A

  	
   

  	
  AVIONICS VENTILATION AIR
  FILTER ALTERNATE EQUIPMENT - PALL APME

  	
   

  	
  AC

  	
   

  
	
  21J2821001A

  	
   

  	
  21J2821001S1A

  	
   

  	
  INSTALLATION OF
  VENTILATION SYSTEM FOR COMPLETE AFT CARGO HOLD

  	
   

  	
  AC

  	
   

  
	
  21J4320401A

  	
   

  	
  21J4320401S1A

  	
   

  	
  INSTALLATION OF HEATING
  SYSTEM FOR COMPLETE AFT CARGO HOLD

  	
   

  	
  AC

  	
   

  
	
  21J7010903A

  	
   

  	
  21J7010903S1A

  	
   

  	
  INSTALLATION OF OZONE
  CATALYTIC CONVERTERS - ENGELHARDT

  	
   

  	
  AC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATA

  	
   

  	
  22

  	
   

  	
  Auto
  flight

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22J7010003A

  	
   

  	
  22J7010003S1A

  	
   

  	
  FM KITS/MCDUS -
  SEXTANT/SMITHS ASSOCIATED WITH CFMI ENGINES

  	
   

  	
  AC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATA

  	
   

  	
  23

  	
   

  	
  Communications

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23J0013212A

  	
   

  	
  23J0013212S1A

  	
   

  	
  AUTOMATIC PROGRAMMABLE ELT
  ASSOCIATED WITH REMOTE CONTROL PANEL IN COCKPIT - SEXTANT

  	
   

  	
  AC

  	
   

  
	
  23J002A

  	
   

  	
  23J3600100G1A

  	
   

  	
  ENTERTAINMENT SYSTEM

  	
   

  	
  AC

  	
   

  
	
  23J003A

  	
   

  	
  23J7300100G1A

  	
   

  	
  CIDS CHANGES

  	
   

  	
  AC

  	
   

  
	
  23J007A

  	
   

  	
  23J3611502S1A

  	
   

  	
  INSTALLATION OF TV SYSTEM
  COMPONENTS IN PASSENGER SEATS - LIVE TV (FFT)

  	
   

  	
  AC

  	
   

  
	
  23J1213002A

  	
   

  	
  23J1213002S1A

  	
   

  	
  VHF DATA RADIO (VDR)
  ALTERNATE EQUIPMENT - ALLIEDSIGNAL

  	
   

  	
  AC

  	
   

  
	
  23J5113616A

  	
   

  	
  23J5113616S1A

  	
   

  	
  BOOMSETS ALTERNATE
  EQUIPMENT - TELEX AIRMAN 750

  	
   

  	
  AC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATA

  	
   

  	
  24

  	
   

  	
  Electrical
  power

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24J002A

  	
   

  	
  24J0010001S1A

  	
   

  	
  INSTALLATION OF THE ENHANCED
  EPGS ON AIRCRAFT FITTED WITH CFMI ENGINES

  	
   

  	
  AC

  	
   

  
	
  24J0033501A

  	
   

  	
  24J0033501S1A

  	
   

  	
  INSTALLATION OF ADDITIONAL
  ELECTRICAL OUTLETS 115V/60HZ

  	
   

  	
  AC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATA

  	
   

  	
  25

  	
   

  	
  Cabin
  & cockpit

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25J001A

  	
   

  	
  25J2000100G2A

  	
   

  	
  CABIN LAYOUT DEFINITION

  	
   

  	
  AC

  	
   

  
	
  25J002A

  	
   

  	
  25J2350001S1A

  	
   

  	
  INTERIOR COLOR SCHEME
  DEFINITION

  	
   

  	
  AC

  	
   

  
	
  25J003A

  	
   

  	
  25J6311002S1A

  	
   

  	
  ADDITIONAL EVACUATION
  ALARM ACTIVATION FROM AFT CABIN ATTENDANT STATION

  	
   

  	
  AC

  	
   

  
	
  25J004A

  	
   

  	
  25J2316102S1A

  	
   

  	
  BUMPER PROFILE FOR SLIDE
  DECORATED COVER

  	
   

  	
  AC

  	
   

  
	
  25J005A

  	
   

  	
  25J6550003S1A

  	
   

  	
  CABIN EMERGENCY EQUIPMENT

  	
   

  	
  AC

  	
   

  
	
  25J006A

  	
   

  	
  25J2212805S1A

  	
   

  	
  ADDITIONAL BUMPER PROFILE
  ON SWIVEL CABIN ATTENDANT SEAT

  	
   

  	
  AC

  	
   

  



 


88





















 


	
  25J007A

  	
   

  	
  25J2732101S1A

  	
   

  	
  PROVISIONS FOR WALL-MOUNTED
  BABY BASSINET (OUTBOARD POSITION)

  	
   

  	
  AC

  	
   

  
	
  25J008A

  	
   

  	
  25J2614006S1A

  	
   

  	
  INSTALLATION OF CRANKED
  WINDSCREEN (SFE) LH

  	
   

  	
  AC

  	
   

  
	
  25J009A

  	
   

  	
  25J2614007S1A

  	
   

  	
  INSTALLATION OF CRANKED
  WINDSCREEN (SFE) RH

  	
   

  	
  AC

  	
   

  
	
  25J010A

  	
   

  	
  25J2729907S1A

  	
   

  	
  PROVISIONS FOR
  INSTALLATION OF A WHEELCHAIR AT AFT FACING WALL OF LAV E

  	
   

  	
  AC

  	
   

  
	
  25J012A

  	
   

  	
  25J6514302S1A

  	
   

  	
  INSTALLATION OF MEDICAL
  KIT IN COCKPIT - MAJESTIC AEROTECH

  	
   

  	
  AC

  	
   

  
	
  25J013A

  	
   

  	
  25J2810111S1A

  	
   

  	
  ALTERNATE NTF - LONSEAL
  (BFE)

  	
   

  	
  AC

  	
   

  
	
  25J015A

  	
   

  	
  25J2034738S1A

  	
   

  	
  PASSENGER COMPARTMENT
  RECONFIGURATION FOR FFT*A

  	
   

  	
  AC

  	
   

  
	
  25J016A

  	
   

  	
  25J2310214S1A

  	
   

  	
  COLOR CHANGE OF LAVATORY
  FLOOR PAN AND PELMETS IN EXIT AREA

  	
   

  	
  AC

  	
   

  
	
  25J018A

  	
   

  	
  25J5013701S1A

  	
   

  	
  INSTALLATION OF RUBBER
  SEAL PROFILES FOR FLOOR PANELS IN FWD AND AFT CARGO HOLDS

  	
   

  	
  AC

  	
   

  
	
  25J019A

  	
   

  	
  25J2062322S2A

  	
   

  	
  REMOVAL OF WHEEL CHAIR
  PROVISIONS FROM LAVATORY E

  	
   

  	
  AC

  	
   

  
	
  25J026A

  	
   

  	
  25J5018902S1A

  	
   

  	
  DECOMPRESSION PANEL
  PROTECTION FOR HEAVY BULK USAGE

  	
   

  	
  AC

  	
   

  
	
  25J027A

  	
   

  	
  25J2117559S1A

  	
   

  	
  PASSENGER SEATS P/N CHANGE
  (LIFE TV)

  	
   

  	
  AC

  	
   

  
	
  25J030A

  	
   

  	
  25J3510307S1A

  	
   

  	
  INSTALLATION OF COFFEE
  MAKER - CSI

  	
   

  	
  AC

  	
   

  
	
  25J1120801A

  	
   

  	
  25J1120801S1A

  	
   

  	
  INSTALLATION OF FOURTH OCCUPANT
  SEAT IN COCKPIT - SOCEA

  	
   

  	
  AC

  	
   

  
	
  25J5018401A

  	
   

  	
  25J5018401S1A

  	
   

  	
  REINFORCED FLOOR PANELS IN
  FWD & AFT CARGO HOLD ASSOCIATED WITH STD BULK CONFIGURATION

  	
   

  	
  AC

  	
   

  
	
  25J001FY

  	
   

  	
   

  	
   

  	
  ADDITIONAL BUMPER STRIPS
  ON C/A SEATS AT FORWARD AND AFT PASSENGER/CREW/SERVICE DOOR

  	
   

  	
  AC

  	
   

  
	
  25J002FY

  	
   

  	
   

  	
   

  	
  FROM DISPERSION-ADHESIVE
  TO DOUBLE-SIDED ADHESIVE TAPE

  	
   

  	
  AC

  	
   

  
	
  25J004FY

  	
   

  	
   

  	
   

  	
  DISK STOWAGE RELOCATION IN
  COCKPIT COAT STOWAGE

  	
   

  	
  AC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATA

  	
   

  	
  28

  	
   

  	
  Fuel
  System

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  28J2513001A

  	
   

  	
  28J2513001S1A

  	
   

  	
  RELOCATION OF THE
  REFUELING PANEL TO THE RIGHT WING ADJACENT TO THE REFUEL COUPLING

  	
   

  	
  AC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATA

  	
   

  	
  31

  	
   

  	
  Indicating/Recording

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31J0010701A

  	
   

  	
  31J0010701S1A

  	
   

  	
  DEFINTION OF UNITS - USE
  OF US UNITS IN PLACE OF METRIC UNITS

  	
   

  	
  AC

  	
   

  
	
  31J3320014A

  	
   

  	
  31J3320014S1A

  	
   

  	
  SSFDR ALTERNATE EQUIPMENT -
  ALLIEDSIGNAL (256 W/S)

  	
   

  	
  AC

  	
   

  
	
  31J5210202A

  	
   

  	
  31J5210202S1A

  	
   

  	
  ECAM OEB REMINDER FUNCTION
  ACTIVATION

  	
   

  	
  AC

  	
   

  



 


89





















 


	
  ATA

  	
   

  	
  32

  	
   

  	
  Landing
  gear

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  32J001A

  	
   

  	
  32J1010501S1A

  	
   

  	
  SMALL BORE INFLATION
  VALVES WITH INDICATOR ON NLG & MLG BF GOODRICH WHEELS

  	
   

  	
  AC

  	
   

  
	
  32J4011315A

  	
   

  	
  32J4011315S1A

  	
   

  	
  WHEELS AND BRAKES
  ALTERNATE EQUIPMENT (TYPE SEPCARB III) - BF GOODRICH

  	
   

  	
  AC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATA

  	
   

  	
  33

  	
   

  	
  Lights

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  33J001A

  	
   

  	
  33J2616601S1A

  	
   

  	
  EVACUATION ALARM GUARDED
  SWITCHES (FWD AND AFT)

  	
   

  	
  AC

  	
   

  
	
  33J5010011A

  	
   

  	
  33J5010011S1A

  	
   

  	
  SEAT-MOUNTED EEPMS - BRUCE
  WITH TWO BULBS PER LAMP MODULE

  	
   

  	
  AC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATA

  	
   

  	
  34

  	
   

  	
  Navigation

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  34J001A

  	
   

  	
  34J2020202S1A

  	
   

  	
  INSTALLATION OF ISIS -
  SEXTANT

  	
   

  	
  AC

  	
   

  
	
  34J003A

  	
   

  	
  34J4211009S1A

  	
   

  	
  RADIO ALTITUDE AUTOMATIC
  CALL-OUT CHANGES FOR FFT*A

  	
   

  	
  AC

  	
   

  
	
  34J004A

  	
   

  	
  34J2020302S1A

  	
   

  	
  ISIS OPTIONAL FUNCTION -
  BARO SETTING IN INHG

  	
   

  	
  AC

  	
   

  
	
  34J1011701A

  	
   

  	
  34J1011701S1A

  	
   

  	
  ADIRS 4MCU ALTERNATE
  EQUIPMENT - HONEYWELL

  	
   

  	
  AC

  	
   

  
	
  34J2110601A

  	
   

  	
  34J2110601S2A

  	
   

  	
  STANDBY ALTIMETER BARO
  SETTING - SEXTANT AVIONIQUE

  	
   

  	
  AC

  	
   

  
	
  34J4120022A

  	
   

  	
  34J4120022S1A

  	
   

  	
  SINGLE WEATHER RADAR
  SYSTEM (ARINC 708A) ALTERNATE EQUIPMENT - ALLIEDSIGNAL WITH PWS ACTIVATION

  	
   

  	
  AC

  	
   

  
	
  34J4210109A

  	
   

  	
  34J4210109S1A

  	
   

  	
  RADIO ALTIMETERS -
  ALLIEDSIGNAL QUANTUM LINE

  	
   

  	
  AC

  	
   

  
	
  34J4320002A

  	
   

  	
  34J4320002S1A

  	
   

  	
  TCAS BFE SELECTION - TCAS
  COMPUTER ALLIEDSIGNAL CHANGE 7/ ATC - ALLIEDSIGNAL

  	
   

  	
  AC

  	
   

  
	
  34J5110109A

  	
   

  	
  34J5110109S1A

  	
   

  	
  DME INTERROGATORS -
  ALLIEDSIGNAL QUANTUM LINE

  	
   

  	
  AC

  	
   

  
	
  34J5311103A

  	
   

  	
  34J5311103S1A

  	
   

  	
  ADF RECEIVER ALTERNATE
  EQUIPMENT - ALLIEDSIGNAL QUANTUM LINE

  	
   

  	
  AC

  	
   

  
	
  34J5510203A

  	
   

  	
  34J5510203S1A

  	
   

  	
  VOR/MARKER RECEIVERS
  ALTERNATE EQUIPMENT - ALLIEDSIGNAL QUANTUM LINE

  	
   

  	
  AC

  	
   

  
	
  34J5831311A

  	
   

  	
  34J5831311S1A

  	
   

  	
  MMR ALTERNATE EQUIPMENT
  PROVIDING ILS (FM IMMUNITY) AND GPS C1 FUNCTIONS - SEXTANT

  	
   

  	
  AC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATA

  	
   

  	
  35

  	
   

  	
  Oxygen

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  35J001A

  	
   

  	
  35J3110814S1A

  	
   

  	
  COCKPIT PBE- ESSEX - PN MR-10049N

  	
   

  	
  AC

  	
   

  
	
  35J1120102A

  	
   

  	
  35J1120102S1A

  	
   

  	
  COCKPIT OXYGEN CYLINDER
  ALTERNATE EQUIPMENT 115 CU.FT (STEEL) - EROS

  	
   

  	
  AC

  	
   

  
	
  35J2001001A

  	
   

  	
  35J2001001S1A

  	
   

  	
  INSTALLATION OF 4 OXYGEN
  MASKS PER BOX

  	
   

  	
  AC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATA

  	
   

  	
  49

  	
   

  	
  APU

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  49J0010504A

  	
   

  	
  49J0010504S1A

  	
   

  	
  APU ALTERNATE EQUIPMENT -
  ALLIEDSIGNAL (131-9EA!)

  	
   

  	
  AC

  	
   

  



 


90





















 


	
  ATA

  	
   

  	
  51

  	
   

  	
  Structure

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  51J001A

  	
   

  	
  51J2230003S1A

  	
   

  	
  LOW VOC PAINT SCHEME ON
  FUSELAGE, VERTICAL STABILIZER AND NACELLES)- PRC

  	
   

  	
  AC

  	
   

  
	
  51J0xxA

  	
   

  	
  51J2226121S1A

  	
   

  	
  LARGE DECORATIVE ADHESIVE
  FILM (DECALS BFE) ON VERTICAL STABILIZER - FINELINE FFT A319-921-XX

  	
   

  	
  AC

  	
   

  
	
  51J2225001A

  	
   

  	
  51J2225001S1A

  	
   

  	
  LARGE DECORATIVE ADHESIVE
  FILM (BFE)

  	
   

  	
  AC

  	
   

  
	
  51J001FY

  	
   

  	
   

  	
   

  	
  APPLICATION OF WATER REPELLENT
  FLUID ON LH & RH WING STRUT WELLS.

  	
   

  	
  AC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATA

  	
   

  	
  52

  	
   

  	
  Doors

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MSCN

  	
   

  	
   

  	
   

  	
  REINFORCED COCKPIT DOOR

  	
   

  	
  AC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATA

  	
   

  	
  53

  	
   

  	
  Fuselage

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  53J001FY

  	
   

  	
   

  	
   

  	
  BELLY FAIRING PANELS - ADD
  EXTRUSION

  	
   

  	
  AC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATA

  	
   

  	
  55

  	
   

  	
  Stabilizers

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  55J001A

  	
   

  	
  55J3010101S1A

  	
   

  	
  VERTICAL STABILIZERS
  LEADING EDGE EROSION PROTECTION - STAINLESS STEEL

  	
   

  	
  AC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATA

  	
   

  	
  57

  	
   

  	
  Wings

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  57J001FY

  	
   

  	
   

  	
   

  	
  WING LEADING EDGE ACCESS
  PANELS - REMOVAL OF SEALANT

  	
   

  	
  AC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATA

  	
   

  	
  72

  	
   

  	
  Engines

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  72J0011211A

  	
   

  	
  72J0011211S1A

  	
   

  	
  CFMI ENGINES ALTERNATE
  EQUIPMENT - CFM56-5B5/P (SAC) ON A319-100 ( 22 000 LBF NOMINAL THRUST)

  	
   

  	
  AC

  	
   

  



 


91





















 


MSCN
LISTING*:


 










[*NOTE:  The following is a list of the MSCN’s that,
to the best of LESSOR’s information as of the date of execution of this Lease,
Manufacturer intends to incorporate into the Aircraft.  The actual MSCN’s incorporated into the
Aircraft may vary as a result of decisions made by the Manufacturer during the
manufacturing process, provided that such decisions are consistent with the
specification and SCN’s described above.]


 


	
  MSCN

  reference

  	
   

  	
  MSCN title

  	
   

  	
  MSCN

  status

  	
   

  	
  Applicability

  	
   

  	
  MOD/MP

  	
   

  
	
  I2L22J8110104M1FY

  	
   

  	
  Auto flight - Flight
  Control Unit (FCU) - Introduce new hardware standard with revised power
  supply

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2236

  	
   

  	
  32412

  	
   

  
	
  I2L23J5112501M1FY

  	
   

  	
  Communications - Audio
  management - Introduce ACP with new front face design

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2237

  	
   

  	
  32526

  	
   

  
	
  I2L23J5112701M1FY

  	
   

  	
  Communications - Audio
  management - Introduce new standard of Audio Management Unit (AMU)

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2238

  	
   

  	
  31296

  	
   

  
	
  I2L24J2200003M1FY

  	
   

  	
  Electrical power - AC main
  generation - Introduce software standard 5.1 GCU

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2239

  	
   

  	
  32875

  	
   

  
	
  I2L24J2300005M1FY

  	
   

  	
  Electrical power - AC
  auxiliary generation - Introduce new standard of APU generator

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2240

  	
   

  	
  32614/P7874

  	
   

  
	
  I2L25J1000302M1FY

  	
   

  	
  Equipment/Furnishings -
  Cockpit - Relocate floppy disk stowage from coat stowage to side consoles

  	
   

  	
  REJECTED

  	
   

  	
  N/A

  	
   

  	
  31863

  	
   

  
	
  I2L25J6210004M1FY

  	
   

  	
  Equipment/Furnishings -
  Escape facilities - Introduce a new slide with inflation hose retainer

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2241

  	
   

  	
  33429

  	
   

  
	
  I2L27J2601005M1FY

  	
   

  	
  Flight Controls - Yaw
  damper actuation - Introduce new standard of yaw damper

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2242

  	
   

  	
  33293

  	
   

  
	
  I2L28J4210001M1FY

  	
   

  	
  Fuel - Quantity indicating
  - Introduce new standard of Fuel Quatity Indication Computer (FQIC)

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2243

  	
   

  	
  32517

  	
   

  
	
  I2L30J4200101M1FY

  	
   

  	
  Ice and rain protection -
  Windshield anti-ice and defogging - Introduce new standard of WHC

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2244

  	
   

  	
  32995

  	
   

  
	
  I2L32J1100101M1FY

  	
   

  	
  Landing gear - Main gear -
  Introduce new standard with serial numbers on structural elements

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2245

  	
   

  	
  33091

  	
   

  
	
  I2L32J2110202M1FY

  	
   

  	
  Landing gear - Nose gear -
  Introduce new design

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2246

  	
   

  	
  28919

  	
   

  



 


92





















 


	
  I2L32J4210504M1FY

  	
   

  	
  Landing gear - Normal
  braking - Introduce L4.5 standard of BSCU

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2247

  	
   

  	
  33376

  	
   

  
	
  I2L34J4200101M1FY

  	
   

  	
  Electric and electronic
  common installation - Improve sealing of radio altimeter antennas

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2248

  	
   

  	
  33377/K8537

  	
   

  
	
  I2L34J4800001M1FY

  	
   

  	
  Navigation - Ground
  Proximity Warning System (GPWS) - Modify push buttons and warning logic

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2249

  	
   

  	
  21391

  	
   

  
	
  I2L34J4812808M1FY

  	
   

  	
  Navigation - Enhanced
  Ground Proximity Warning System (EGPWS) - Introduce new functions

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2250

  	
   

  	
  31374

  	
   

  
	
  I2L34J5710001M1FY

  	
   

  	
  Navigation - Radio
  magnetic information switching and indicating - Introduce new standard of
  DDRMI

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2251

  	
   

  	
  32414

  	
   

  
	
  I2L56J1100101M1FY

  	
   

  	
  Windows - Fixed windows -
  Introduce new standard of windshield

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2252

  	
   

  	
  32876

  	
   

  
	
  I2L73J2200201M1FY

  	
   

  	
  Engine fuel and control -
  FADEC system - Introduce 5BL standard Electronic Control Unit (ECU)

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2253

  	
   

  	
  33239

  	
   

  
	
  I2L20J4500100M1FY

  	
   

  	
  Standard practices -
  Direct connection components - Introduce LED lighted pushbutton elect.
  switches

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2254

  	
   

  	
  31608

  	
   

  
	
  I2L21J2600100M1FY

  	
   

  	
  Air conditioning -
  Avionics equipment ventilation - Introduce -V05 standard of AEVC

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2255

  	
   

  	
  31678

  	
   

  
	
  I2L21J3090400M1FY

  	
   

  	
  Air conditioning -
  Pressurization control - Introduce modified cabin pressure controller PN
  20791

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2256

  	
   

  	
  26229

  	
   

  
	
  I2L21J5300100M1FY

  	
   

  	
  Air conditioning system -
  Pack cooling air control - Introduce modified air conditioning pack

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2257

  	
   

  	
  28412

  	
   

  
	
  I2L21J5300200M1FY

  	
   

  	
  Air conditioning - Pack
  control and indicating - Introduce new standard of air conditioning pack

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2258

  	
   

  	
  31709

  	
   

  
	
  I2L21J6100100M1FY

  	
   

  	
  Air conditioning - Pack
  temperature control - Introduce modified pack temperature control

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2259

  	
   

  	
  28488

  	
   

  
	
  I2L22J8000100M1FY

  	
   

  	
  Autoflight - FMGC - For
  A319/A320/A321 with CFM engines (FM version FA8 and FG version C7)

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2260

  	
   

  	
  26968

  	
   

  
	
  I2L22J8100300M1FY

  	
   

  	
  Auto flight - Flight
  Control Unit - Introduce FCU EM2 STD 2

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2261

  	
   

  	
  30357

  	
   

  
	
  I2L22J8200100M1FY

  	
   

  	
  Auto flight-MCDU-Introduce
  improved HONEYWELL MCDU resistant to blanking (A320 specific keyboard)

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2262

  	
   

  	
  28829

  	
   

  
	
  I2L22J8300200M1FY

  	
   

  	
  Autoflight - FMGC -
  Install FMGC PN B546CAM0103 (CFMI)

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2263

  	
   

  	
  31365

  	
   

  



 


93





















 


	
  I2L23J1200300M1FY

  	
   

  	
  Communications - VHF
  system - Activate VHF 8.33 kHz channel function

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2264

  	
   

  	
  27214

  	
   

  
	
  I2L23J1300100M1FY

  	
   

  	
  Communications - Radio
  Management Panel - Introduce RMP standard CA01

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2265

  	
   

  	
  31215

  	
   

  
	
  I2L23J1390200M1FY

  	
   

  	
  Communications - Radio
  management - Introduce radio management panel PN -AA01

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2266

  	
   

  	
  26729

  	
   

  
	
  I2L23J5100100M1FY

  	
   

  	
  Audio management
  (Integrating/Flight interphone/SELCAL/Call - Introduce new hand microphone

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2267

  	
   

  	
  25602

  	
   

  
	
  I2L23J7300200M1FY

  	
   

  	
  Communications-Cabin
  Intercommunication Data System (CIDS)- Introduce a modified DEU-B (PN -000720A)

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2268

  	
   

  	
  28704

  	
   

  
	
  I2L23J7300400M1FY

  	
   

  	
  Communications - Cabin intercommunication
  data - Introduce CIDS directore software 520A

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2269

  	
   

  	
  31011

  	
   

  
	
  I2L23J7300500M1FY

  	
   

  	
  CIDS - Introduce LED
  technology for Area Call Panel (ACP) and Lavatory Call Light

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2270

  	
   

  	
  31015

  	
   

  
	
  I2L23J7300600M1FY

  	
   

  	
  Communications - Cabin
  Intercommunication Data System (CIDS) - Introduce a modified DEU B (PN -820A)

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2271

  	
   

  	
  31535

  	
   

  
	
  I2L23J7300700M1FY

  	
   

  	
  Communications - Cabin
  Intercommunication Data System (CIDS) - Introduce director with 521A software

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2272

  	
   

  	
  32101

  	
   

  
	
  I2L24J0000300M1FY

  	
   

  	
  Electrical power - Change
  IFE power supplies, and introduce COMMERCIAL” switch in cockpit”

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2273

  	
   

  	
  31276

  	
   

  
	
  I2L24J2100100M1FY

  	
   

  	
  Electrical power - IDG -
  Introduce IDG PN 740119H on CFM engines

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2274

  	
   

  	
  27999

  	
   

  
	
  I2L24J2100200M1FY

  	
   

  	
  Electrical power -
  Integrated drive generator system - Introduce std 5.0, GCU and GAPCU software

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2275

  	
   

  	
  32004

  	
   

  
	
  I2L24J3200100M1FY

  	
   

  	
  Electrical power - DC main
  generation - Install TRU with capacitors disconnected

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2276

  	
   

  	
  30737

  	
   

  
	
  I2L25J1000100M1FY

  	
   

  	
  Equipment/Furnishings -
  Cockpit - Relocate Landing gear pins stowage box

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2277

  	
   

  	
  28004

  	
   

  
	
  I2L25J1100200M1FY

  	
   

  	
  Equipment/furnishings-Cockpit
  seats-Install modified third occupant seat

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2278

  	
   

  	
  30549

  	
   

  
	
  I2L25J1100300M1FY

  	
   

  	
  Equipment/Furnishings -
  Cockpit seats - Introduce new Captains’ and First Officers’ seats

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2279

  	
   

  	
  32109

  	
   

  
	
  I2L25J2500100M1FY

  	
   

  	
  E/F-PSIU-Introduce LED
  technology in PSU/PSIU.

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2280

  	
   

  	
  30424

  	
   

  
	
  I2L25J2800100M1FY

  	
   

  	
  Equipment/Furnishings -
  Floor covering - Introduce a dispersion-adhesive for carpet installation

  	
   

  	
  REJECTED

  	
   

  	
  N/A

  	
   

  	
  26606

  	
   

  



 


94





















 


	
  I2L25J6000100M1FY

  	
   

  	
  Equipment/Furnishings-Emergency-Introduce
  modified slides with frangible link in pack D31516, D31517

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2281

  	
   

  	
  28103

  	
   

  
	
  I2L25J6000200M1FY

  	
   

  	
  E/F-Emergency-Introduce
  off-wing slide enclosure and off-wing slides with light emitting diode tech.

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2282

  	
   

  	
  30088

  	
   

  
	
  I2L25J6090400M1FY

  	
   

  	
  Equipment/Furnishings-Emergency-Introduce
  modified off-wing slide

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2283

  	
   

  	
  27275

  	
   

  
	
  I2L25J6200100M1FY

  	
   

  	
  Equipment/Furnishings -
  Escape facilities-cabin - Introduce escape slide with new decorative cover

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2284

  	
   

  	
  31060

  	
   

  
	
  I2L25J6500200M1FY

  	
   

  	
  E/F-Miscellaneous
  emergency eqpt - Install protection gloves BENNETT SAFETYWEAR LTD PN FKK8-35KL

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2285

  	
   

  	
  26115

  	
   

  
	
  I2L25J6500300M1FY

  	
   

  	
  Equipment/Furnishings -
  Miscellaneous emergency equipment - Introduce modified ELT antenna

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2286

  	
   

  	
  30351

  	
   

  
	
  I2L25J6500500M1FY

  	
   

  	
  E/F - Miscellaneous
  emergency equipment - Introduce new flashlight in the cockpit

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2287

  	
   

  	
  30865

  	
   

  
	
  I2L26J1000100M1FY

  	
   

  	
  Fire protection-Engine and
  APU fire and overheat detect. syst.-Introduce new FDU with improved tech.

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2288

  	
   

  	
  30547

  	
   

  
	
  I2L26J1600100M1FY

  	
   

  	
  FIRE PROTECTION-C/C SMOKE
  DETECTION-INSTALL SYSTEM PROVISION FOR AFT CARGO COMPARTMENT SYSTEM

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2289

  	
   

  	
  24494

  	
   

  
	
  I2L26J1600200M1FY

  	
   

  	
  FIRE PROTECTION-C/C SMOKE
  DETECTION-INSTALL SYSTEM PROVISION FOR FORWARD CARGO COMPARTMENT SYSTEM

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2290

  	
   

  	
  24492

  	
   

  
	
  I2L26J1600400M1FY

  	
   

  	
  Fire protection - Cargo
  compartment smoke detection - Introduce new standard of smoke detector

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2291

  	
   

  	
  32319

  	
   

  
	
  I2L26J1700200M1FY

  	
   

  	
  Fire protection - Lavatory
  smoke detection - Introduce new standard of smoke detector

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2292

  	
   

  	
  32320

  	
   

  
	
  I2L26J2500100M1FY

  	
   

  	
  Fire protection - Lavatory
  fire extinguishing - Introduce new standard for lavatory waste bin

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2293

  	
   

  	
  32229

  	
   

  
	
  I2L27J2000100M1FY

  	
   

  	
  Flight controls - Rudder -
  Introduce Force Transducer Unit (FTU) on flight control linkage

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2294

  	
   

  	
  32521

  	
   

  
	
  I2L27J4400100M1FY

  	
   

  	
  Flight controls - THS
  actuation - Introduce new standard of THS actuator

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2295

  	
   

  	
  32155

  	
   

  
	
  I2L27J5100100M1FY

  	
   

  	
  Flight controls -
  Slat/Flap Control Computer (SFCC) - Introduce standard SFCC PN 49-170-11

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2296

  	
   

  	
  28165

  	
   

  



 


95





















 


	
  I2L27J9300200M1FY

  	
   

  	
  Flight controls - ELAC
  system - Introduce ELAC STD L81

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2297

  	
   

  	
  31395

  	
   

  
	
  I2L27J9392000M1FY

  	
   

  	
  Flight controls - General -
  ELAC system - Introduce ELAC with enhanced relays

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2298

  	
   

  	
  26910

  	
   

  
	
  I2L28J2100100M1FY

  	
   

  	
  Fuel-Main fuel pump system-Introduce
  INTERTECHNIQUE fuel pump PN P99C38-605 on SA A/C

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2299

  	
   

  	
  28818

  	
   

  
	
  I2L28J2100200M1FY

  	
   

  	
  Fuel - Main fuel pump
  system - Change supplier of fuel pumps and canisters

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2300

  	
   

  	
  31956

  	
   

  
	
  I2L28J2200100M1FY

  	
   

  	
  Fuel - APU fuel pump
  system - Introduce a modified APU fuel pump

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2301

  	
   

  	
  30707

  	
   

  
	
  I2L28J2200200M1FY

  	
   

  	
  Fuel-APU fuel pump system-Introduce
  an improved fuel pump

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2302

  	
   

  	
  31747

  	
   

  
	
  I2L28J4300100M1FY

  	
   

  	
  Fuel - Manual magnetic
  indicators - Delete attitude monitor

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2303

  	
   

  	
  32115

  	
   

  
	
  I2L29J0090000M1FY

  	
   

  	
  Hydraulic power - General -Introduce
  modified VICKERS electrical driven hydraulic pump PN 974540

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2304

  	
   

  	
  27730

  	
   

  
	
  I2L29J2290800M1FY

  	
   

  	
  Hydraulic power -
  Auxiliary hydraulic power - Introduce modified SUNDSTRAND RAT

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2305

  	
   

  	
  27014

  	
   

  
	
  I2L29J2300100M1FY

  	
   

  	
  Hydraulic power - Power
  transfer unit - Introduce HONEYWELL PTU-11

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2306

  	
   

  	
  30627

  	
   

  
	
  I2L30J4200100M1FY

  	
   

  	
  Ice and rain protection -
  Windshield anti-icing and defogging - Introduce a new standard of WHC

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2307

  	
   

  	
  31463

  	
   

  
	
  I2L30J4590700M1FY

  	
   

  	
  Ice and rain protection -
  Windshield rain protection - Activation of rain repellent system

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2308

  	
   

  	
  26963

  	
   

  
	
  I2L31J3000100M1FY

  	
   

  	
  Indicating/Recording
  systems - Introduce a combined FDIU/DMU

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2309

  	
   

  	
  27997

  	
   

  
	
  I2L31J3300100M1FY

  	
   

  	
  Indicating/Recording
  systems-DFDRS-Introduce a linear accelerometer from vendor MAGNETEK/GENISCO

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2310

  	
   

  	
  28226

  	
   

  
	
  I2L31J3300200M1FY

  	
   

  	
  Indicating/Recording
  systems - Introduce wiring provision for combined FDIU/DMU computer

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2311

  	
   

  	
  27569

  	
   

  
	
  I2L31J3300400M1FY

  	
   

  	
  Indicating/Recording
  systems - DFDRS - Introduction of SAGEM FDIU PN ED43A1D6

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2312

  	
   

  	
  30655

  	
   

  
	
  I2L31J3800100M1FY

  	
   

  	
  Indicating recording
  system - Data loading - Introduce a multipurpose disk drive unit PN AC68A200

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2313

  	
   

  	
  28110

  	
   

  
	
  I2L31J5500100M1FY

  	
   

  	
  Indicating/Recording
  systems - SDAC- Introduce standard SDAC PN 350E5500202

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2314

  	
   

  	
  30365

  	
   

  
	
  I2L31J6200100M1FY

  	
   

  	
  Indicating/Recording
  systems - DMC - Define DMC V40 standard

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2315

  	
   

  	
  28308

  	
   

  



 


96





















 


	
  I2L32J0000100M1FY

  	
   

  	
  Main landing gear -
  General - Change from 3 coat to 2 coat paint scheme for A319/A320 aircraft

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2316

  	
   

  	
  28222

  	
   

  
	
  I2L32J2100100M1FY

  	
   

  	
  Landing gear - Nose gear -
  Introduce reinforced gear

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2317

  	
   

  	
  31238

  	
   

  
	
  I2L32J4090600M1FY

  	
   

  	
  LANDING GEAR-WHEELS AND
  BRAKES-INTRODUCE COMMON BSCU STD

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2318

  	
   

  	
  26965

  	
   

  
	
  I2L32J4100200M1FY

  	
   

  	
  Landing gear-Wheels-Install
  radial tyres 46 x 17 R20 on main landing gear - MICHELIN PN M01103

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2319

  	
   

  	
  28346

  	
   

  
	
  I2L32J4100300M1FY

  	
   

  	
  Landing gear - Wheels -
  Introduce reinforced nose landing gear wheels

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2320

  	
   

  	
  27853

  	
   

  
	
  I2L32J4200100M1FY

  	
   

  	
  Landing gear - Nose
  landing gear wheels - Remove rubbing strips

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2321

  	
   

  	
  28482

  	
   

  
	
  I2L32J4200300M1FY

  	
   

  	
  Landing gear - Normal
  braking - Introduce std 9 BSCU (Twin version)

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2322

  	
   

  	
  31106

  	
   

  
	
  I2L33J5000100M1FY

  	
   

  	
  Lights - Emergency
  lighting - Introduce LED technology for cabin EXIT signs and emergency lights

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2323

  	
   

  	
  30792

  	
   

  
	
  I2L34J1000400M1FY

  	
   

  	
  Navigation - ADIRS -
  Introduce new hardware standard of Honeywell 4MCU ADIRU

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2324

  	
   

  	
  30941

  	
   

  
	
  I2L34J2200100M1FY

  	
   

  	
  Navigation - Standby data -
  Altitude heading - Introduce SIRS standby compass PN PG0105W

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2325

  	
   

  	
  28216

  	
   

  
	
  I2L34J4800100M1FY

  	
   

  	
  Installation of an
  enhanced ground proximity warning system (ALLIED SIGNAL)

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2326

  	
   

  	
  28244

  	
   

  
	
  I2L34J5290400M1FY

  	
   

  	
  Navigation - ATC modeS” -
  Introduce ATC/TCAS control unit PN C124-04-AB02”

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2327

  	
   

  	
  27285

  	
   

  
	
  I2L46J2100400M1FY

  	
   

  	
  Information system - ATIMS
  - Upgrade ATSU hardware for new ARINC 429 I/O board

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2328

  	
   

  	
  30625

  	
   

  
	
  I2L51J2300100M1FY

  	
   

  	
  Standard practices and
  structures - Protective treatment - Introduce low VOC paint on wing

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2329

  	
   

  	
  32006/J2294

  	
   

  
	
  I2L52J5100100M1FY

  	
   

  	
  Doors - Cockpit door -
  Installation of an intrusion and penetration resistant cockpit door

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2330

  	
   

  	
  32088

  	
   

  
	
  I2L56J1100100M1FY

  	
   

  	
  Windows - Front cockpit
  windows - Change to PPG windows

  	
   

  	
  Accepted

  	
   

  	
  2198, 2209, 2331

  	
   

  	
  22094

  	
   

  



 


97





















 


EXHIBIT B                                    SUMMARY OF TRANSACTION


 


The following is a summary
of the lease transaction between LESSEE and LESSOR.  It is set forth for the convenience of the
parties only and will not be deemed in any way to amend, detract from or
simplify the other provisions of this Lease.


 


1.                            Description of Aircraft


 


One new Airbus A319-111
aircraft with two (2) installed CFM56-5B5/P engines, all as more particularly
described on Exhibit A hereto


 


2.                            Scheduled Delivery Date and
Location


 


In the month of [Redacted ] 2004 at Hamburg, Germany


 


3.                            Lease Term


 


[Redacted ]


 


4.                            Security Deposit


 


[Redacted], payable as follows (in US Dollars):


 


	
  Payment Date

  	
   

  	
  Amount

  	
   

  
	
  [Redacted]

  	
   

  	
  [Redacted]

  	
   

  
	
  [Redacted]

  	
   

  	
  [Redacted]

  	
   

  
	
  [Redacted]

  	
   

  	
  [Redacted]

  	
   

  
	
  [Redacted]

  	
   

  	
  [Redacted]

  	
   

  



 


5.                            Transaction Fee


 


[Redacted], payable upon [Redacted]


 


6.                            Rent during Lease Term


 


Payable [Redacted], in the amount of [Redacted].


 










*The above base rent is
expressed in [Redacted] U.S.
Dollars and will increase in accordance with the Manufacturer’s announced
escalation rates as provided to LESSEE by LESSOR for the period from and
including the [Redacted]


 


98





















 


through and including the
Delivery Date (the “Manufacturer’s
Escalation Rate”).  Any
such escalation will be calculated immediately prior to Delivery.


 


7.                            Reserves


 


Reserves for the Aircraft
are payable as follows:


 


	
  Type of Reserves

  	
   

  	
  Amount of Reserves

  	
   

  
	
  [Redacted]:

  	
   

  	
  [Redacted]

  	
   

  
	
  [Redacted]:

  	
   

  	
  [Redacted]

  	
   

  
	
  [Redacted]:

  	
   

  	
  [Redacted] 

  	
   

  
	
  [Redacted]:

  	
   

  	
  [Redacted]

  	
   

  
	
  [Redacted]:

  	
   

  	
  [Redacted]

  	
   

  



 


Provided that no Payment
Default has occurred and is continuing, LESSEE shall not be obligated to pay [Redacted] during any period in which the
total amount of [Redacted] held by
LESSOR is greater than or equal to [Redacted];
provided, however, that such waiver will not apply, and LESSEE will be
obligated to pay [Redacted] as
provided in this Article 5.4 (irrespective of the then-existing balance of [Redacted] held by LESSOR), during each [Redacted] following an [Redacted].


 


Provided that no Payment
Default has occurred and is continuing, LESSEE shall not be obligated to pay [Redacted] for any [Redacted] during any period in which the
total amount of [Redacted]  held by LESSOR for [Redacted] is greater than or equal to [Redacted]; provided, however, that such
waiver will not apply, and LESSEE will be obligated to pay [Redacted] for [Redacted] as provided in this Article 5.4 (irrespective of
the then-existing balance of [Redacted] held
by LESSOR), during each [Redacted].


 


8.                            Additional Rent for
[Redacted]


 


[Redacted] for each [Redacted]
actually operated during [Redacted]
of [Redacted] which result from an
[Redacted] during (a) the [Redacted] period beginning on the [Redacted], (b) the [Redacted] period beginning on the [Redacted], and (c) the [Redacted] period beginning on the [Redacted].


 


99





















 


9.                            Country of Aircraft
Registration


 


United States


 


10.                     Maintenance Program


 


LESSEE’s Maintenance Program


 


11.                     Agreed Value of Aircraft


 


The agreed value shall be [Redacted], which amount will be reduced by
[Redacted] on the [Redacted]


 


12.                     LESSOR’s Bank Account


 


[Redacted]


 


EXHIBIT C                                    COMMERCIAL TERMS


 


1.                            Article 3.2.                                            [Redacted]


 


2.                            Article 3.6.1.                                    [Redacted]


 


3.                            Article 4.1.                                              [Redacted]


 


4.                            Article 5.1 — Security
Deposit.


 


(a)                           Article 5.1.1. 
LESSEE will pay LESSOR a security deposit of [Redacted] for its lease of the Aircraft (the “Security Deposit”).  The Security Deposit is payable as follows
(in US$):


 




	
  Payment Date

  	
   

  	
  Amount

  	
   

  
	
  Received

  	
   

  	
  [Redacted]

  	
   

  
	
  Upon
  execution of Lease

  	
   

  	
  [Redacted]

  	
   

  
	
  [Redacted]

  	
   

  	
  [Redacted]

  	
   

  
	
  [Redacted] prior to Scheduled Delivery Date

  	
   

  	
  [Redacted]

  	
   

  






 


100





















 


(b)                          Article 5.1.2.  The
Security Deposit may be commingled with LESSOR’s general funds and any interest
earned on such Security Deposit will be for LESSOR’s account.  The Security Deposit will serve as security
for the performance by LESSEE of its obligations under this Lease and any other
agreements between LESSEE and LESSOR relating to aircraft, engines, aircraft
equipment or the extension of credit and may be applied by LESSOR upon the
occurrence of an Event of Default hereunder or of an event of default by LESSEE
under any such other agreements.  If the
Security Deposit is reduced below the required amount by application to meet
LESSEE’s unperformed obligations under this Lease, LESSEE will replenish the
Security Deposit within [Redacted] days
after LESSOR’s demand therefor.


 


(c)
                        Article 5.1.3.  Upon
termination of this Lease in accordance with Article 4.3 and provided that
no Event of Default has occurred and is continuing, LESSOR will return to
LESSEE the amount of the Security Deposit then held by LESSOR (so long as no
default by LESSEE exists under any other agreement between LESSEE and LESSOR
relating to aircraft, engines or aircraft equipment or the extension of credit
by LESSOR to LESSEE in which case LESSOR will be entitled to set off amounts
owing to it), without interest, less an amount determined to be a reasonable
estimate of the costs, if any, which LESSOR will incur to remedy any
unperformed obligations of LESSEE under this Lease, including the correction of
any discrepancies from the required condition of the Aircraft on return of the
Aircraft.


 


5.                            Article 5.2—[Redacted].  [Redacted]


 


6.                            Article 5.3—Rent.


 


(a)                           Article 5.3.1. 
LESSEE will pay LESSOR monthly in advance as rent for the Aircraft the
amount of [Redacted], expressed in
[Redacted] U.S. Dollars* (the “Rent”).


 










*The above base rent is
expressed in [Redacted]U.S.
Dollars and will increase in accordance with the Manufacturer’s announced
escalation rates as provided to LESSEE by LESSOR for the period from and
including the [Redacted] through
and including the Delivery Date (the “Manufacturer’s
Escalation Rate”).  Any
such escalation will be calculated immediately prior to Delivery.


 


101





















 


(b)                          Article 5.3.2.  The
first payment of Rent during the Lease Term will be paid no later than the
Delivery Date.  Each subsequent payment
of Rent will be due monthly thereafter no later than the same day of the month
as the Delivery Date of the Aircraft except that, if such day is not a Business
Day, the Rent will be due on the immediately preceding Business Day.  If Delivery occurred on the 29th,
30th or 31st of the month and in any given month during
the Lease Term there is no such corresponding date, Rent will be payable on the
last Business Day of such month.


 


7.                             Article 5.4—Reserves.


 


(a)                           Article 5.4.1.  LESSEE
will pay to LESSOR supplemental Rent, based on LESSEE’s use of the Aircraft
during the Lease Term, in the form of the following reserves in the following
amounts per flight hour (individually, [Redacted]
and collectively “Reserves”):


 


	
  Type of Reserves

  	
   

  	
  Amount of Reserves

  	
   

  
	
  [Redacted]:

  	
   

  	
  [Redacted]

  	
   

  
	
  [Redacted]

  	
   

  	
  [Redacted]

  	
   

  
	
  [Redacted]:

  	
   

  	
  [Redacted]

  	
   

  
	
  [Redacted]:

  	
   

  	
  [Redacted]

  	
   

  
	
  [Redacted]:

  	
   

  	
  [Redacted]

  	
   

  



 


(b)                          Article 5.4.2.  Provided
that no Payment Default has occurred and is continuing, LESSEE shall not be
obligated to pay [Redacted] during
any period in which the total amount of [Redacted]
held by LESSOR is greater than or equal to [Redacted]; provided, however, that such
waiver will not apply, and LESSEE will be obligated to pay [Redacted] as provided in this Article 5.4
(irrespective of the then-existing balance of [Redacted]
held by LESSOR), during each [Redacted].


 


(c)                           Article 5.4.3.  Provided
that no Payment Default has occurred and is continuing, LESSEE shall not be
obligated to pay [Redacted] for
any [Redacted] during any period
in which the total amount of [Redacted]  held by LESSOR for [Redacted] is greater than or equal to [Redacted]; provided, however, that such
waiver will not apply, and LESSEE will be obligated to pay [Redacted] for [Redacted] as provided in this Article 5.4 (irrespective of
the then-existing balance of [Redacted] held
by LESSOR), during each [Redacted].


 


(d)                          Article 5.4.4.  For
purposes of this Article 5.4, the term “Period
Pending Reimbursement” is defined as follows:


 


102





















 


(i)                          In reference to a reimbursement from [Redacted], the Period Pending
Reimbursement is the period beginning on the date the [Redacted]is returned to LESSEE following
an [Redacted] and ending on the
date on which LESSOR pays to LESSEE the amount due for reimbursement from [Redacted] with respect to such [Redacted].


 


(ii)                       In reference to a reimbursement from [Redacted], the Period Pending
Reimbursement is the period beginning on the date of [Redacted] following an [Redacted]
and ending on the date on which LESSOR pays to LESSEE the amount due
for reimbursement from [Redacted]
with respect to such [Redacted].


 


(e)                           Article 5.4.5.  Such
Reserves will be paid on or before the [Redacted]
of the calendar month next following the month in which the Delivery Date
occurs and on or before the [Redacted]
of each succeeding calendar month for flying performed during the calendar
month prior to payment.  All Reserves for
flying performed during the month in which the Termination Date occurs will be
paid on the Termination Date, unless otherwise agreed by the parties.


 


(f)                             Article 5.4.6.  No
interest will accrue or be paid at any time to LESSEE on such Reserves and,
subject to LESSOR’s obligations under Article 13, LESSOR may commingle the
Reserves with LESSOR’s general funds.


 


8.                            Article 5.5—[Redacted].  [Redacted]


 


9.                            Article 5.7.  [Redacted].


 


10.                   Article 12.1.3  LESSEE
will not discriminate against the Engines with respect to Overhaul build
standards and life-limited Part replacements and, in any event, at each Engine
Refurbishment, LESSEE will (a) build the Engine life-limited Parts to [Redacted] and (b) perform, at a
minimum, a [Redacted].  Notwithstanding anything to the contrary in
this Article 12.1.3, life-limited Parts contained in Engine modules that are
not included in the work-scope of an Engine Refurbishment need only have [Redacted].


 


11.                   Article 12.1.4  When
replacing any non-consumable, rotating Part in an Engine, in the event that
LESSEE elects to utilize a part other than an original equipment manufacturer
part (“OEM Part”), LESSEE
will consult with LESSOR and, in the event that LESSOR requires that an OEM
Part be used, [Redacted].  In the event that LESSEE fails to consult
with LESSOR as required in this Article 12.1.4, LESSOR will have the right to [Redacted].


 


103





















 


12.                   Article 12.2(d)  incorporation
in the Aircraft of all other service bulletins of Manufacturer, the Engine
manufacturer and other vendors or manufacturers of Parts installed on the
Aircraft which are applicable to the Aircraft, which service bulletins LESSEE
has incorporated or has scheduled to have incorporated upon any other aircraft
in its A319 fleet; provided, however, that LESSEE will not be required to
incorporate any such service bulletin [Redacted]
unless (i) LESSEE has incorporated such service bulletin in any other
leased aircraft in its A319 fleet or has scheduled such service bulletin to be
incorporated in any such aircraft [Redacted],
or (ii) LESSOR requests that LESSEE incorporate such service bulletin in the
Aircraft at LESSOR’s expense, subject to LESSEE’s capacity, resources, and
technical capabilities.


 


13.                   Article 12.8.1  [Redacted].


 


14.                   Article 19.1—Agreed Value Definition.  “Agreed Value” means [Redacted], which amount will be reduced by
[Redacted] on [Redacted] and, on [Redacted], by an amount equal to [Redacted] of the Agreed Value that was in
effect the immediately preceding year of the Lease Term.


 


15.                   Article 19.6.2  [Redacted].


 


16.                   Article 23.7— General
Condition of Aircraft at Return (Selected Provisions Concerning Incorporation
of Service Bulletins and Airworthiness Directives)


 


(a)                           Article 23.7.8.  All
alert service bulletins of Manufacturer, the Engine manufacturer and other
vendors or manufacturers of Parts installed on the Aircraft which are
applicable to the Aircraft and any service bulletins which must be performed in
order to maintain the warranties on the Aircraft, Engines, and Parts, will have
been incorporated in the Aircraft.  All
other service bulletins of Manufacturer, the Engine manufacturer and other
vendors or manufacturers of Parts installed on the Aircraft which are
applicable to the Aircraft, which service bulletins LESSEE has incorporated or
has scheduled to have incorporated upon any other aircraft in its A319 fleet,
will also have been incorporated in the Aircraft; provided, however, that
LESSEE will not be required to have incorporated any such service bulletin [Redacted]  unless (i) LESSEE has
incorporated such service bulletin in any other leased aircraft in its A319
fleet or has scheduled such service bulletin to be incorporated in any such
aircraft [Redacted], or (ii)
LESSOR requests that LESSEE incorporate such service bulletin in the Aircraft
at LESSOR’s expense, subject to LESSEE’s capacity, resources, and technical
capabilities.


 


104





















 


(b)                          Article 23.7.11.  Subject
to the terms of Article 23.7.12, all [Redacted]
which are issued during the Lease Term and which require [Redacted] or prior to the [Redacted] following the [Redacted] will have been complied with on
the Aircraft on [Redacted].


 


(c)                           Article 23.7.12.  [Redacted] will be accomplished at a level
of inspection or modification that [Redacted];
provided that if it is not possible to [Redacted],
LESSEE will comply with [Redacted].   If, after using commercially reasonable
efforts, LESSEE is [Redacted],
LESSEE will [Redacted].  If the [Redacted]
cannot be mutually agreed upon by LESSEE and LESSOR, LESSEE and LESSOR will
each obtain [Redacted]
(unaffiliated with LESSEE or LESSOR) and the [Redacted].


 


(d)                          Article 23.7.13.  With
respect to any [Redacted]
described in Article 23.7.12, upon LESSOR’s request and at LESSOR’s expense,
LESSEE will comply with [Redacted]
as LESSOR may request [Redacted],
subject to LESSEE’s capacity, resources, and technical capabilities.


 


17.                   Article 23.9—Part Lives.  At
return, the condition of the Aircraft will be as follows:


 


(a)                           Article 23.9.1.  The
Aircraft will have [Redacted]
since the last full and complete zonal, systems and structural check (“C” check
or equivalent) (excluding hours consumed on the acceptance flight).


 


(b)                          Article 23.9.2.  Each
Engine will meet all of the following:


 


(i)                          Article 23.9.2(a)  Each
Engine will have [Redacted] until
its next anticipated removal, based upon (a) [Redacted],
(b) the Engine manufacturer’s estimated mean time between removals for engines
of the same type as the Engines, and (c) the number of hours and cycles that each
of the respective Engines has operated since [Redacted].


 


(ii)                       Article 23.9.2(b)  Each
Engine will have a [Redacted] sufficient
to permit the operation of such Engine for the hours and cycles set forth in
the preceding subparagraph, based upon the historical experience of the Engine
manufacturer’s worldwide fleet.


 


(iii)                    Article 23.9.2(c)  No [Redacted] will have [Redacted] than such [Redacted].


 


105





















 


(iv)                   Article 23.9.2(d)  Each
Part of an Engine which has a hard time limit will have [Redacted] remaining [Redacted]. 
Notwithstanding the foregoing, any such Engine Part may be returned with
[Redacted], provided that (i) no
such Part will have [Redacted],
and (ii) for each such Part, [Redacted].


 


(v)                      Article 23.9.2(e)  Each
Part of an Engine which has a life limit will have [Redacted].


 


(c)                           Article 23.9.3.  The [Redacted] will have no more than [Redacted].


 


(d)                          Article 23.9.4.  The [Redacted] will have at least [Redacted], provided that in all events the
[Redacted].


 


(e)                           Article 23.9.5.  Each
Part of the Aircraft [Redacted]  which has a [Redacted]  will have at least [Redacted]. 
Notwithstanding the foregoing, any such Part may be returned with [Redacted], provided that:


 


(i)                          Article 23.9.5(a)  no
such Part will have [Redacted],


 


(ii)                       Article 23.9.5(b)  for
each such Part, [Redacted], and


 


(iii)                    Article 23.9.5(c)  [Redacted].


 


(f)                             Article 23.9.6.  Each
life-limited Part of [Redacted]
will have at least [Redacted].  Notwithstanding the foregoing, any such Part
may be returned with less than [Redacted],
provided that:


 


(i)                          Article 23.9.6(a)  no
such Part will have [Redacted],


 


(ii)                       Article 23.9.6(b)  for
each such Part, [Redacted], and


 


(iii)                    Article 23.9.6(c)  [Redacted].


 


(g)                          Article 23.9.7.  Each
Part which [Redacted] after return
of the Aircraft to LESSOR (which in any event will be [Redacted]).  If a Part has [Redacted]l, then such Part will be returned with [Redacted].


 


(h)                          Article 23.9.8.  No
Part of [Redacted] will have [Redacted] of that of [Redacted] and, with respect to all Parts
as a group, the Parts will have [Redacted].


 


106





















 


(i)                              Article 23.9.9.  [Redacted].


 


18.                   Article 23.11.3.  [Redacted].


 


19.                   Article 25.2.  The
occurrence of any of the following will constitute an Event of Default and
material breach of this Lease by LESSEE:


 


(a)                           LESSEE fails to take delivery of the Aircraft
when obligated to do so under the terms of this Lease;


 


(b)                          LESSEE fails to make a Rent or other payment
due hereunder in the manner and by the date provided herein and fails to make
such payment within [Redacted]
after receipt of written notice from LESSOR of LESSEE’s failure to make such
payment;


 


(c)                           LESSEE fails to obtain or maintain the
insurance required by Article 18;


 


(d)                          LESSEE fails to return the Aircraft to LESSOR
on the Expiration Date in accordance with Article 23;


 


(e)                           LESSEE fails to observe or perform any of its
other obligations hereunder and fails to cure the same within [Redacted] after written notice thereof to
LESSEE.  If such failure cannot by its
nature be cured within [Redacted],
LESSEE will have the reasonable number of days necessary to cure such failure
(not to exceed a period of [Redacted])
so long as it uses diligent and best efforts to do so;


 


(f)                             any representation or warranty of LESSEE
herein proves to be untrue in any material respect when made and LESSOR has
relied upon such representation or warranty to its detriment;


 


(g)                          the registration of the Aircraft is cancelled
solely as a result of an act or omission of LESSEE;


 


(h)                          LESSEE abandons the Aircraft or Engines;


 


(i)                              LESSEE or an approved sublessee no longer has
unencumbered control (other than Permitted Liens) or possession of the Aircraft
or Engines, except as otherwise permitted by this Lease, or any other
occurrence not permitted under this Lease which deprives LESSEE of use or
possession for a period [Redacted];


 


107





















 


(j)                              LESSEE discontinues business (other than a
temporary suspension of business as the result of labor disputes) or sells or
otherwise disposes of all or substantially all of its assets;


 


(k)                           LESSEE is no longer a Certificated Air
Carrier;


 


(l)                              LESSEE (i) generally suspends payment on
its debts or other obligations, (ii) is unable to or admits its inability
to generally pay its debts or other obligations as they fall due, or
(iii) is adjudicated or becomes bankrupt or insolvent;


 


(m)                        any proceedings, resolutions, filings or
other steps are instituted with respect to LESSEE relating to the bankruptcy,
liquidation, reorganization or protection from creditors of LESSEE or a
substantial part of LESSEE’s property. 
If instituted by LESSEE, the same will be an immediate Event of
Default.  If instituted by another
Person, the same will be an Event of Default if not dismissed, remedied or
relinquished within ninety (90) days;


 


(n)                          any order, judgment or decree is entered by
any court of competent jurisdiction appointing a receiver, trustee or
liquidator of LESSEE or a substantial part of its property, or if a substantial
part of LESSEE’s property is to be sequestered. 
If instituted by or done with the consent of LESSEE, the same will be an
immediate Event of Default.  If
instituted by another Person, the same will be an Event of Default if not dismissed,
remedied or relinquished within ninety (90) days;


 


(o)                          any indebtedness for borrowed moneys or a
guarantee or similar obligation owed by LESSEE with an unpaid balance of at
least [Redacted] is declared to be
due before its stated maturity (and any applicable cure period has expired) or [Redacted]; or


 


(p)                          a Payment Default has occurred and is
continuing under any other lease, loan or other material agreement between
LESSEE and LESSOR.


 


20.                   Article 26.2.


 


	
  If to LESSOR:

  	
  Fax:

  	
  [Redacted]

  
	
   

  	
  Telephone:

  	
  [Redacted]

  
	
   

  	
   

  	
   

  
	
  If to LESSEE:

  	
  Fax:

  	
  [Redacted]

  
	
   

  	
  Telephone:

  	
  [Redacted]

  



 


108





















 


21.                   Article 28.1. - [Redacted].  [Redacted].


 


109





















 


EXHIBIT D                                  PARTICIPATION AGREEMENT


 


This Participation Agreement
is made this             
day of                               ,
             (the “Participation
Agreement”)


 


BETWEEN


 


(1)                                INTERNATIONAL LEASE FINANCE CORPORATION, a
corporation organized and existing under the laws of the State of California,
United States of America, having its principal corporate offices located at
1999 Avenue of the Stars, 39th Floor, Los Angeles, California 90067-6049,
U.S.A. (“ILFC”); and


 


(2)                                FRONTIER AIRLINES, INC., a Colorado
corporation whose address and principal place of business is at Frontier Center
One, 7001 Tower Road, Denver, Colorado 80249, U.S.A. (“LESSEE”)


 


RECITALS


 


(A)                            Pursuant to the AirbusA319-100 Purchase
Agreement between ILFC and AVSA, S.A.R.L. (“AVSA”)
dated as of August 29, 1997, as further amended (the “Purchase Agreement”) and the General Terms
Agreement between ILFC and AVSA dated as of November 10, 1988 (the “G.T.A.”), ILFC has agreed to purchase from
AVSA certain Airbus A319-100 model aircraft, including the aircraft bearing as of
today production number 4157 and scheduled for delivery in the month of April
2004 (the “Aircraft”);


 


(B)                              Pursuant to the Product Support Agreement
(Exhibit E) applicable to the Purchase Agreement (the “Support Agreement”), AVSA has agreed to
provide certain product support to ILFC;


 


(C)                              Pursuant to the Aircraft Lease Agreement
between ILFC and LESSEE dated as of December [    ], 2003
(the “Lease Agreement”), ILFC has
agreed to lease the Aircraft to LESSEE;


 


(D)                             ILFC and LESSEE have agreed to enter into this
Participation Agreement:


 


IT IS NOW
HEREBY AGREED AS FOLLOWS:


 


1.                                         Authorization for LESSEE to
Participate.    ILFC hereby authorizes LESSEE to
participate in the following activities in connection with the delivery of the
Aircraft:


 


110





















 


(a)                                              to inspect, pursuant to Clause 7.1 of
the G.T.A., the manufacture of the Aircraft and the materials and parts
thereto; and


 


(b)                                             to attend and observe the acceptance tests of
the Aircraft referred to in Clause 8.1 of the G.T.A.; and


 


(c)                                              to receive, pursuant to Clause 15 of the
Support Agreement, the technical publications set forth in Appendix 3
hereto.


 


2.                             Effectivity of Participation
Agreement.    This Participation Agreement shall be
effective from the date hereof until the earliest of:


 


(a)                                              the occurrence of an Event of Default as
defined in the Lease Agreement;


 


(b)                                             notification by ILFC to LESSEE of the
termination hereof due to LESSEE=s default hereunder; or


 


(c)                                              transfer of Aircraft title by AVSA to ILFC or
its designee.


 


3.                             Conditions of Participation.   
This Participation Agreement is made subject to the following
conditions:


 


(a)                                              LESSEE hereby agrees to be bound by and to
comply with the following provisions of the G.T.A. and Support Agreement
(copies of which are attached hereto) as if LESSEE had been named “Buyer” of
the Aircraft under such agreements:


 


(i)  Clauses 7.2 and 8.5 of the G.T.A. to the
extent of (aa) injury to or death of any LESSEE representative,
(bb) loss or damage to property of any LESSEE representatives and
(cc) liabilities, damages, losses, costs and expenses of Seller,
Manufacturer and their associated subcontractors, officers, agents and
employees arising out of or caused by the willful misconduct or gross
negligence of LESSEE’s representatives.


 


(b)                                             So long as this Participation Agreement is in
full force and effect, LESSEE and not ILFC will be responsible for the
liabilities and obligations set forth in section 3(a) above.


 


(c)                                              For avoidance of doubt, even while this
Participation Agreement is in full force and effect, ILFC will remain
responsible for compliance with Clauses 7.2 and 8.5 of


 


111





















 


the G.T.A. to the extent of
(aa) injury to or death of any ILFC representative, (bb) loss or damage
to property of any ILFC representative and (cc) liabilities, damages,
losses, costs and expenses of Seller, Manufacturer and their associated
subcontractors, officers, agents and employees arising out of or caused by the
willful misconduct or gross negligence of ILFC’s representatives.


 


(d)                                             Except with respect to events occurring prior
to termination of the Participation Agreement, upon termination of this
Participation Agreement, ILFC shall once again be bound by Clauses 7.2 and
8.5 of the G.T.A.


 


(e)                                              Other than with respect to the obligations
assumed by LESSEE under this Participation Agreement as set forth in
section 3(a) above, ILFC shall remain fully bound by all provisions of the
Purchase Agreement, G.T.A. and Support Agreement.


 


(f)                                                Nothing contained herein shall subject AVSA
to any liability or additional obligations whatsoever to which it would not
otherwise be subject under the Purchase Agreement, the G.T.A. and the Support
Agreement or, except to the extent set forth in sections 3(a) and (b) above,
modify in any respect whatsoever its contractual rights under the said
agreements.


 


(g)                                             LESSEE shall not be appointed as ILFC’s agent
and shall not be permitted to act on behalf or in place of ILFC without the
express written authorization of ILFC and nothing contained herein shall be
construed as to give such authorization.


 


4.                            Notification


 


(a)                                              This Participation Agreement shall be
notified to AVSA by courier service immediately after the execution
hereof.  AVSA shall not be deemed to have
received notice of any of the provisions hereof prior to receipt of notice as
provided in this section 4(a) in the form of Appendix 1 hereto.


 


(b)                                             On termination of this Participation
Agreement pursuant to either section 2(a) or (b) hereof, ILFC shall
immediately notify AVSA by courier service of such termination.  AVSA shall not be deemed to have received
notice of such termination prior to receipt of notice as provided in this
section 4(b) in the form of Appendix 2 hereto.


 


(c)                                              All notices and requests required or authorized
under this Participation Agreement shall be given in writing either by personal
delivery to a responsible officer of


 


112





















 


the party to whom the same
is given or by internationally recognized courier service or by telefax
directed as set forth below:


 


ILFC shall be addressed at:


 


	
   

  	
  [Until January 31, 2004]

  1999 Avenue of the Stars, 39th Floor

  Los Angeles, California 90067-6049

  U.S.A.

  

  [On and after February 1, 2004]

  10250 Constellation Boulevard, 34th Floor

  Los Angeles, California 90067-6234

  U.S.A.

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Senior Vice
  PresidentCTechnical

  
	
   

  	
   

  	
   

  
	
   

  	
  Fax:

  	
  [Redacted]

  
	
   

  	
  Telephone:

  	
  [Redacted]

  



 


LESSEE shall be addressed
at:


 


	
   

  	
  Frontier Center One

  7001 Tower Road

  Denver, Colorado 80249

  U.S.A.

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
  General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
  Fax:

  	
  [Redacted]

  
	
   

  	
  Telephone:

  	
  [Redacted]

  



 


113





















 


AVSA shall be addressed at:


 


	
   

  	
  2, rond-point Maurice
  Bellonte

  31 700 Blagnac

  France

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
  Director Contracts

  
	
   

  	
   

  	
   

  
	
   

  	
  Fax:

  	
  [Redacted]

  
	
   

  	
  Telephone:

  	
  [Redacted]

  



 


or at such other address or
to such other person as the party receiving the notice or request may designate
from time to time.


 


Such
notice or request shall be deemed to be effective in the case of
(aa) personal delivery, on the date upon which personally delivered,
(bb) delivery by courier, on the date of receipt or (cc) telefax
transmission, on the date of confirmation of successful transmission.


 


5.                             Survival of Obligations.   
The obligations of LESSEE set forth in section 3(a) with respect to
events occurring prior to termination of this Participation Agreement will
survive termination of the Participation Agreement.


 


6.                             Assignment.   
The rights and obligations under this Participation Agreement are
personal to the parties and shall not be assigned, transferred, sold or
otherwise disposed of by either of the parties hereto.


 


7.                             Applicable Law and
Jurisdiction.    THIS PARTICIPATION AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO PRINCIPLES OF CHOICE OF LAW, AND THE PARTIES AGREE THAT ANY
COMPETENT FEDERAL COURT LOCATED IN NEW YORK, NEW YORK SHALL HAVE JURISDICTION
OVER ANY DISPUTE ARISING IN CONNECTION HEREWITH.  Nothing in this section will prevent either party
from making a claim in a court of competent jurisdiction in California or, if
AVSA is involved, France.


 


8.                             Confidentiality.   
Subject to any legal or governmental requirements of disclosure, ILFC
and LESSEE shall keep confidential the terms and conditions of this
Participation Agreement and the clauses from the G.T.A. and Support Agreement
provided to LESSEE pursuant to this Participation Agreement.


 


114





















 


IN WITNESS
WHEREOF, the parties
have caused this Participation Agreement to be executed on their behalf by
their duly authorized officers.


 


 


	
  INTERNATIONAL LEASE
  FINANCE

  CORPORATION

  	
  FRONTIER AIRLINES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Its:

  	
  Its:

  
						



 


115





















 


APPENDIX 1


 


[DATE]


 


BY COURIER


AVSA, S.A.R.L.


2, rond-point Maurice
Bellonte


31700 Blagnac


 


Attention:   Director-Contracts


 


Re:                             ILFC/FRONTIER AIRLINES, INC.: PARTICIPATION
AGREEMENT


 


Dear Sirs,


 


Pursuant to
Section 4(a) of the Participation Agreement between ILFC and FRONTIER
AIRLINES, INC. dated                                      ,
            , we
advise you that pursuant to the Participation Agreement (a copy of which is
attached hereto), FRONTIER AIRLINES, INC. has been authorized by ILFC to
participate with respect to the Aircraft. 
This authorization shall be effective on acknowledgment of this letter
by you.


 


116





















 


We confirm for your benefit
the provisions of Sections 3(c), 3(d), 3(e) and 3(f) contained therein.


 


	
   

  	
  Yours faithfully,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  for and on behalf of

  
	
   

  	
  INTERNATIONAL LEASE
  FINANCE CORPORATION

  



 


	
  CC:

  	
  FRONTIER AIRLINES, INC.

  



 


 


AVSA, S.A.R.L. confirms
receipt of this notice and agrees to the terms of Section 3 of the
Participation Agreement.


 


	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
					



 


117





















 


APPENDIX 2


 


[DATE]


 


BY COURIER


AVSA, S.A.R.L.


2, rond-point Maurice
Bellonte


31700 Blagnac


 


Attention:   Director-Contracts


 


Re:                             ILFC/FRONTIER AIRLINES, INC.: PARTICIPATION
AGREEMENT


 


Dear Sirs,


 


Pursuant to
Section 4(b) of the Participation Agreement between ILFC and FRONTIER
AIRLINES, INC. dated                                      ,
            , we
advise you that the authorization provided therein for FRONTIER AIRLINES, INC. is
terminated with immediate effect.


 


	
   

  	
  Yours faithfully,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  for and on behalf of

  
	
   

  	
  INTERNATIONAL LEASE
  FINANCE CORPORATION

  



 


CC:                             FRONTIER AIRLINES, INC.


 


118





















 


APPENDIX 3


 


1.                                       TECHNICAL PUBLICATIONS


 


As selected by LESSEE from
the Technical Data and Documentation Index attached to this Appendix 3


 


119





















 


TECHNICAL DATA AND DOCUMENTATION INDEX


 


The following index
identifies the Technical Data and Documentation provided in support of the
Aircraft.  The explanation of the table
is as follows:


 


	
  NOMENCLATURE

  	
  Self explanatory.

  
	
   

  	
   

  
	
  ABBREVIATED DESIGNATION
  (Abbr)

  	
  Self explanatory.

  



 


 


FORM


 


	
  CD-A

  	
  CD-ROM: Advanced
  Consultation and Navigation System

  
	
   

  	
   

  
	
  CD-P

  	
  CD-ROM: in PDF - Portable
  Document Format

  
	
   

  	
   

  
	
  D

  	
  DISKETTE (Floppy Disk)

  
	
   

  	
   

  
	
  DD

  	
  DIGITAL DATA. Stands
  generally for SGML format on CD-ROM.

  
	
   

  	
   

  
	
   

  	
  MICROFILM. Refers to 16mm
  roll film in 3M type cartridges.

  
	
   

  	
   

  
	
  P1

  	
  PRINTED ONE SIDE. Refers
  to manuals in paper with print on one (1) side of the sheets only.

  
	
   

  	
   

  
	
  P2

  	
  PRINTED BOTH SIDES. Refers
  to manuals with print on both sides of the sheets.

  
	
   

  	
   

  
	
  AC

  	
  Aperture Cards

  



 


120





















 


	
  TYPE

  	
  C

  	
  CUSTOMIZED. Refers to
  manuals which are applicable to an individual Airbus customer/operator fleet
  or aircraft.

  
	
   

  	
   

  	
   

  
	
   

  	
  G

  	
  GENERIC. Refers to manuals
  which are for all aircraft types/models/series.

  
	
   

  	
   

  	
   

  
	
   

  	
  E

  	
  ENVELOPE. Refers to
  manuals which are applicable to a whole group of Airbus customers for a
  specific aircraft type/model/series.

  
	
   

  	
   

  	
   

  
	
   

  	
  P 

  	
  PRELIMINARY. Refers to
  preliminary data or manuals which may consist of either: 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

  	
  one-time issue not
  maintained by revision service, or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

  	
  preliminary issues
  maintained by revision service until final manual or data delivery, or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

  	
  supply of best available
  data under final format with progressive completion through revision service.

  



 


	
  ATA

  	
  Manuals established with
  reference to ATA specification 2200 (iSpec 2200). Information Standards for
  Aviation Maintenance.

  



 


	
  QUANTITY (Qty)

  	
  Self explanatory.

  
	
   

  	
   

  
	
  DELIVERY (Deliv)

  	
  Delivery refers to
  scheduled delivery dates and is expressed in either the number of
  corresponding days prior to first Aircraft delivery, or nil (0) corresponding
  to the first delivery day.

  
	
   

  	
   

  
	
   

  	
  The number of days
  indicated shall be rounded up to the next regular revision release date.

  



 


121





















 


	
  NOMENCLATURE

  	
   

  	
  Abbr

  	
   

  	
  Form

  	
   

  	
  Type

  	
   

  	
  ATA

  	
   

  	
  Qty

  	
   

  	
  Deliv

  	
   

  	
  Comments

  	
   

  
	
  OPERATIONAL MANUALS AND DATA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cabin Attendant Operating Manual

  	
   

  	
  CAOM

  	
   

  	
  P2

  	
   

  	
  C

  	
   

  	
  NO

  	
   

  	
  1

  	
   

  	
  90

  	
   

  	
  Only provided in existing customization

  	
   

  
	
  Flight Crew Operating Manual

  	
   

  	
  FCOM

  	
   

  	
  P2

  	
   

  	
  C

  	
   

  	
  NO

  	
   

  	
  1

  	
   

  	
  90

  	
   

  	
  Plus one copy per Aircraft at delivery

  	
   

  
	
   

  	
   

  	
  FCOM

  	
   

  	
  CD-A

  	
   

  	
  C

  	
   

  	
  NO

  	
   

  	
  1

  	
   

  	
  90

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FCOM

  	
   

  	
  DD

  	
   

  	
  C

  	
   

  	
  NO

  	
   

  	
  1

  	
   

  	
  90

  	
   

  	
  SGML data for further processing by the Buyer

  	
   

  
	
  Flight Manual

  	
   

  	
  FM

  	
   

  	
  P1

  	
   

  	
  C

  	
   

  	
  NO

  	
   

  	
  1

  	
   

  	
  0

  	
   

  	
  Plus one copy per Aircraft at delivery

  	
   

  
	
  Master Minimum Equipment List

  	
   

  	
  MMEL

  	
   

  	
  P2

  	
   

  	
  C

  	
   

  	
  NO

  	
   

  	
  1

  	
   

  	
  180

  	
   

  	
  Plus one copy per Aircraft at delivery

  	
   

  
	
   

  	
   

  	
  MMEL

  	
   

  	
  DD

  	
   

  	
  C

  	
   

  	
  NO

  	
   

  	
  1

  	
   

  	
  180

  	
   

  	
  SGML data for further processing by the Buyer

  	
   

  
	
  Quick Reference Handbook

  	
   

  	
  QRH

  	
   

  	
  P2

  	
   

  	
  C

  	
   

  	
  NO

  	
   

  	
  1

  	
   

  	
  90

  	
   

  	
  Plus one copy per Aircraft at delivery

  	
   

  
	
  Trim Sheet

  	
   

  	
  TS

  	
   

  	
  P2

  	
   

  	
  C

  	
   

  	
  NO

  	
   

  	
  1

  	
   

  	
  0

  	
   

  	
   

  	
   

  
	
  Weight and Balance Manual

  	
   

  	
  WBM

  	
   

  	
  P1

  	
   

  	
  C

  	
   

  	
  YES

  	
   

  	
  1

  	
   

  	
  0

  	
   

  	
  For the WBM the flight deck copy is an advance copy
  only of the customized manual, not subject to revision or updating. Weighing
  Equipment List delivered two weeks after Aircraft delivery.

  	
   

  
	
  Performance Engineer’s Programs

  	
   

  	
  PEP

  	
   

  	
  CD-A

  	
   

  	
  C

  	
   

  	
  NO

  	
   

  	
  1

  	
   

  	
  90

  	
   

  	
  One per operator and a/c type

  	
   

  
	
  Performance Programs Manual

  	
   

  	
  PPM

  	
   

  	
  CD-A

  	
   

  	
  C

  	
   

  	
  NO

  	
   

  	
  1

  	
   

  	
  90

  	
   

  	
  Included in the PEP CD-Rom

  	
   

  



 


122





















 


	
  NOMENCLATURE

  	
   

  	
  Abbr

  	
   

  	
  Form

  	
   

  	
  Type

  	
   

  	
  ATA

  	
   

  	
  Qty

  	
   

  	
  Deliv

  	
   

  	
  Comments

  	
   

  
	
  MAINTENANCE
  AND ASSOCIATED MANUALS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  APU Build-up
  Manual

  	
   

  	
  ABM

  	
   

  	
  P2

  	
   

  	
  C

  	
   

  	
  NO

  	
   

  	
  1

  	
   

  	
  90

  	
   

  	
  Only for A300-A300-600/A310 (for other A/C types
  integrated into AMM).One per operator.

  	
   

  
	
  Aircraft
  Maintenance Manual

  	
   

  	
  AMM

  	
   

  	
  CD-A

  	
   

  	
  C

  	
   

  	
  YES

  	
   

  	
  2

  	
   

  	
  90

  	
   

  	
  Contained on “ADRES” CD-ROM for SA and LR Aircraft

  	
   

  
	
   

  	
   

  	
  AMM

  	
   

  	
  CD-P

  	
   

  	
  C

  	
   

  	
  YES

  	
   

  	
  2

  	
   

  	
  90

  	
   

  	
  Optional to CD-A

  	
   

  
	
   

  	
   

  	
  AMM

  	
   

  	
  DD

  	
   

  	
  C

  	
   

  	
  YES

  	
   

  	
  1

  	
   

  	
  90

  	
   

  	
  SGML data for further processing by the Buyer

  	
   

  
	
  Aircraft
  Schematic Manual

  	
   

  	
  ASM

  	
   

  	
  CD-P

  	
   

  	
  C

  	
   

  	
  YES

  	
   

  	
  2

  	
   

  	
  90

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ASM

  	
   

  	
  DD

  	
   

  	
  C

  	
   

  	
  YES

  	
   

  	
  1

  	
   

  	
  90

  	
   

  	
  SGML data for further processing by the Buyer

  	
   

  
	
  Aircraft Wiring
  Lists

  	
   

  	
  AWL

  	
   

  	
  CD-P

  	
   

  	
  C

  	
   

  	
  YES

  	
   

  	
  2

  	
   

  	
  90

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AWL

  	
   

  	
  DD

  	
   

  	
  C

  	
   

  	
  YES

  	
   

  	
  1

  	
   

  	
  90

  	
   

  	
  SGML data for further processing by the Buyer

  	
   

  
	
  Aircraft Wiring
  Manual

  	
   

  	
  AWM

  	
   

  	
  CD-P

  	
   

  	
  C

  	
   

  	
  YES

  	
   

  	
  2

  	
   

  	
  90

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AWM

  	
   

  	
  DD

  	
   

  	
  C

  	
   

  	
  YES

  	
   

  	
  1

  	
   

  	
  90

  	
   

  	
  SGML data for further processing by the Buyer  

  	
   

  
	
  Component
  Location Manual

  	
   

  	
  CLM

  	
   

  	
  P2

  	
   

  	
  C

  	
   

  	
  NO

  	
   

  	
  1

  	
   

  	
  90

  	
   

  	
  For SA and LR Aircraft

  	
   

  
	
  Consumable
  Material List

  	
   

  	
  CML

  	
   

  	
  CD-P

  	
   

  	
  G

  	
   

  	
  YES

  	
   

  	
  1

  	
   

  	
  180

  	
   

  	
   

  	
   

  
	
  Duct Repair
  Manual

  	
   

  	
  DRM

  	
   

  	
  CD-P

  	
   

  	
  E

  	
   

  	
  NO

  	
   

  	
  1

  	
   

  	
  90

  	
   

  	
  Upon request

  	
   

  
	
  Electrical Load
  Analysis

  	
   

  	
  ELA

  	
   

  	
  D

  	
   

  	
  C

  	
   

  	
  NO

  	
   

  	
  1

  	
   

  	
  0

  	
   

  	
   

  	
   

  
	
  Electrical
  Standard Practices Manual

  	
   

  	
  ESPM

  	
   

  	
  CD-P

  	
   

  	
  G

  	
   

  	
  YES

  	
   

  	
  1

  	
   

  	
  90

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ESPM

  	
   

  	
  DD

  	
   

  	
  G 

  	
   

  	
  YES

  	
   

  	
  1

  	
   

  	
  90

  	
   

  	
  SGML data for further processing by the Buyer

  	
   

  
	
  Electrical
  Standard Practices booklet

  	
   

  	
  ESP

  	
   

  	
  P2

  	
   

  	
  G

  	
   

  	
  NO

  	
   

  	
  1

  	
   

  	
  90

  	
   

  	
   

  	
   

  
	
  Fuel Pipe Repair
  Manual

  	
   

  	
  FPRM

  	
   

  	
  P2

  	
   

  	
  G

  	
   

  	
  NO

  	
   

  	
  1

  	
   

  	
  90

  	
   

  	
  Upon request

  	
   

  
	
  Illustrated Parts
  Catalog (Airframe)/Additional Cross Reference Table

  	
   

  	
  IPC/ACRT

  	
   

  	
  CD-A

  	
   

  	
  C

  	
   

  	
  YES

  	
   

  	
  1

  	
   

  	
  90

  	
   

  	
  Contained on “ADRES” CD-ROM for SA and LR Aircraft

  	
   

  
	
   

  	
   

  	
  IPC/ACRT

  	
   

  	
  CD-P

  	
   

  	
  C

  	
   

  	
  YES

  	
   

  	
  1

  	
   

  	
  90

  	
   

  	
  Optional to CD-A

  	
   

  
	
  Power Plant
  Build-Up Manual

  	
   

  	
  PBM

  	
   

  	
   

  	
   

  	
  C

  	
   

  	
  NO

  	
   

  	
  1

  	
   

  	
  90

  	
   

  	
  Supplied by power plant manufacturer - Only supplied
  by Airbus for A300.One per operator

  	
   

  
	
  Illustrated Parts
  Catalog (Power Plant)

  	
   

  	
  PIPC

  	
   

  	
   

  	
   

  	
  C

  	
   

  	
  NO

  	
   

  	
  1

  	
   

  	
  90

  	
   

  	
  Integrated in the Airframe IPC for SA and LR Aircraft
  for IAE engines (SA Aircraft) and Rolls-Royce engines (A340 Aircraft).For
  other Aircraft and engine types, supplied by Propulsion Systems Manufacturer
  concurrently with the Airframe IPC.

  	
   

  



 


123





















 


	
  NOMENCLATURE

  	
   

  	
  Abbr

  	
   

  	
  Form

  	
   

  	
  Type

  	
   

  	
  ATA

  	
   

  	
  Qty

  	
   

  	
  Deliv

  	
   

  	
  Comments

  	
   

  
	
  MAINTENANCE
  AND ASSOCIATED MANUALS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Maintenance
  Facility Planning

  	
   

  	
  MFP

  	
   

  	
  CD-P

  	
   

  	
  E

  	
   

  	
  NO

  	
   

  	
  1

  	
   

  	
  360

  	
   

  	
  Grouped with AC on one single CD-ROM

  	
   

  
	
  Maintenance
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  E

  	
   

  	
  YES

  	
   

  	
  1

  	
   

  	
  360

  	
   

  	
   

  	
   

  
	
  Maintenance
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  MRB

  	
   

  	
  P2

  	
   

  	
  E

  	
   

  	
  NO

  	
   

  	
  1

  	
   

  	
  360

  	
   

  	
  MRB Report includes the Certification Maintenance
  Requirements (CMR) and Airworthiness Limitation Items (ALI) documents.  One per operator.

  	
   

  
	
  Support Equipment
  Summary

  	
   

  	
  SES

  	
   

  	
  CD-P

  	
   

  	
  G

  	
   

  	
  NO

  	
   

  	
  1

  	
   

  	
  360

  	
   

  	
  Grouped with TEM, TEI on one single CD-ROM. One per
  operator.

  	
   

  
	
  Tool and
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  TEB

  	
   

  	
  P1

  	
   

  	
  E

  	
   

  	
  NO

  	
   

  	
  1

  	
   

  	
  —

  	
   

  	
  One per operator

  	
   

  
	
  Tool and
  Equipment Drawings

  	
   

  	
  TED

  	
   

  	
  AC

  	
   

  	
  E

  	
   

  	
  NO

  	
   

  	
  1

  	
   

  	
  360

  	
   

  	
  One per operator

  	
   

  
	
  Tool and
  Equipment Index

  	
   

  	
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  E

  	
   

  	
  NO

  	
   

  	
  1

  	
   

  	
  360

  	
   

  	
  Grouped with TEM, SES on a single CD-ROM.  One per operator.

  	
   

  
	
  Illustrated Tool
  and Equipment Manual

  	
   

  	
  TEM

  	
   

  	
  CD-P

  	
   

  	
  E

  	
   

  	
  YES

  	
   

  	
  1

  	
   

  	
  360

  	
   

  	
  Grouped with TEM, SES on a single CD-ROM.  One per operator.

  	
   

  
	
  Technical
  Publications Combined Index

  	
   

  	
  TPCI

  	
   

  	
  CD-A

  	
   

  	
  C

  	
   

  	
  NO

  	
   

  	
  1

  	
   

  	
  90

  	
   

  	
  One per operator

  	
   

  
	
  Trouble Shooting
  Manual

  	
   

  	
  TSM

  	
   

  	
  DD

  	
   

  	
  C

  	
   

  	
  YES

  	
   

  	
  1

  	
   

  	
  90

  	
   

  	
  SGML data for further processing by the Buyer

  	
   

  
	
   

  	
   

  	
  TSM

  	
   

  	
  CD-A

  	
   

  	
  C

  	
   

  	
  YES

  	
   

  	
  2

  	
   

  	
  90

  	
   

  	
  Contained on “CAATS” CD-ROM for SA and LR Aircraft

  	
   

  
	
   

  	
   

  	
  TSM

  	
   

  	
  CD-P

  	
   

  	
  C

  	
   

  	
  YES

  	
   

  	
  2

  	
   

  	
  90

  	
   

  	
  Optional to CD-A

  	
   

  
	
   

  	
   

  	
  IPC/ACRT

  	
   

  	
  DD

  	
   

  	
  C

  	
   

  	
  YES

  	
   

  	
  1

  	
   

  	
  90

  	
   

  	
  Issue date to be coordinated with Initial
  Provisioning Data delivery included in EXHIBIT “E” Spare Parts
  Procurement.  Useful for SGML data
  processing only.

  	
   

  



 


124





















 


	
  NOMENCLATURE

  	
   

  	
  Abbr

  	
   

  	
  Form

  	
   

  	
  Type

  	
   

  	
  ATA

  	
   

  	
  Qty

  	
   

  	
  Deliv

  	
   

  	
  Comments

  	
   

  
	
  STRUCTURAL
  MANUALS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Nondestructive
  Testing Manual

  	
   

  	
  NTM

  	
   

  	
  CD-P

  	
   

  	
  E 

  	
   

  	
  YES

  	
   

  	
  1

  	
   

  	
  90

  	
   

  	
  One per operator

  	
   

  
	
  Nacelle
  Structural Repair Manual

  	
   

  	
  NSRM

  	
   

  	
  P2

  	
   

  	
  E

  	
   

  	
  YES

  	
   

  	
  1

  	
   

  	
  90

  	
   

  	
  Supplied by Propulsion System Manufacturer

  	
   

  
	
   

  	
   

  	
  NSRM

  	
   

  	
  F

  	
   

  	
  E

  	
   

  	
  YES

  	
   

  	
  1

  	
   

  	
  90

  	
   

  	
  Supplied by Propulsion System Manufacturer

  	
   

  
	
  Structural Repair
  Manual

  	
   

  	
  SRM

  	
   

  	
  CD-P

  	
   

  	
  E

  	
   

  	
  YES

  	
   

  	
  1

  	
   

  	
  90

  	
   

  	
   

  	
   

  



 


125





















 


	
  NOMENCLATURE

  	
   

  	
  Abbr

  	
   

  	
  Form

  	
   

  	
  Type

  	
   

  	
  ATA

  	
   

  	
  Qty

  	
   

  	
  Deliv

  	
   

  	
  Comments

  	
   

  
	
  OVERHAUL
  DATA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Component
  Evolution List

  	
   

  	
  CEL

  	
   

  	
  CD-P

  	
   

  	
  G

  	
   

  	
  NO

  	
   

  	
  1

  	
   

  	
  —

  	
   

  	
  Delivered as follow-on for CDS

  	
   

  
	
  Component
  Maintenance Manual B Manufacturer

  	
   

  	
  CMMM

  	
   

  	
  CD-P

  	
   

  	
  E

  	
   

  	
  YES

  	
   

  	
  1

  	
   

  	
  90

  	
   

  	
   

  	
   

  
	
  Component
  Maintenance Manual B Vendor

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CMMV

  	
   

  	
  FC

  	
   

  	
  E

  	
   

  	
  YES

  	
   

  	
  1

  	
   

  	
  90

  	
   

  	
  One per operator

  	
   

  
	
  Cable Fabrication
  Manual

  	
   

  	
  CFM

  	
   

  	
  CD-P

  	
   

  	
  E

  	
   

  	
  NO

  	
   

  	
  1

  	
   

  	
  90

  	
   

  	
  One per operator

  	
   

  



 


126





















 


	
  NOMENCLATURE

  	
   

  	
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  Type

  	
   

  	
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  Comments

  	
   

  
	
  ENGINEERING
  DOCUMENTS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Process and
  Material Specification

  	
   

  	
  PMS

  	
   

  	
  F

  	
   

  	
  G 

  	
   

  	
  NO

  	
   

  	
  1

  	
   

  	
  0

  	
   

  	
  One per operator

  	
   

  
	
  Standards Manual

  	
   

  	
  SM

  	
   

  	
  CD-P

  	
   

  	
  G

  	
   

  	
  NO

  	
   

  	
  1

  	
   

  	
  180

  	
   

  	
  One per operator

  	
   

  



 


127





















 


	
  NOMENCLATURE

  	
   

  	
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  Form

  	
   

  	
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  Deliv

  	
   

  	
  Comments

  	
   

  
	
  MISCELLANEOUS
  PUBLICATIONS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Airplane
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  E

  	
   

  	
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  1

  	
   

  	
  360

  	
   

  	
  Grouped with MFP on one single CD-ROM

  	
   

  
	
  ATA Breakdown
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  E

  	
   

  	
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  1

  	
   

  	
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  Optional

  	
   

  
	
  CADETS (Technical
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  G

  	
   

  	
  NO

  	
   

  	
  1

  	
   

  	
  360

  	
   

  	
   

  	
   

  
	
  Aircraft Recovery
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  E

  	
   

  	
  YES

  	
   

  	
  1

  	
   

  	
  90

  	
   

  	
   

  	
   

  
	
  Crash Crew Chart

  	
   

  	
  CCC

  	
   

  	
  P1

  	
   

  	
  E

  	
   

  	
  NO

  	
   

  	
  1

  	
   

  	
  180

  	
   

  	
   

  	
   

  
	
  Cargo Loading
  System Manual

  	
   

  	
  CLS

  	
   

  	
  P2

  	
   

  	
  E/C

  	
   

  	
  NO

  	
   

  	
  1

  	
   

  	
  180

  	
   

  	
  CLS is Envelope (E) for SA and LR Aircraft and
  Customized (C) for WB Aircraft.

  	
   

  
	
  Guidelines for
  Customer Originated Changes

  	
   

  	
  GCOC

  	
   

  	
  P1

  	
   

  	
  G

  	
   

  	
  NO

  	
   

  	
  1

  	
   

  	
  0

  	
   

  	
   

  	
   

  
	
  List of
  Applicable Publications

  	
   

  	
  LAP

  	
   

  	
  P2

  	
   

  	
  C

  	
   

  	
  NO

  	
   

  	
  1

  	
   

  	
  90

  	
   

  	
   

  	
   

  
	
  List of
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  LRE

  	
   

  	
  CD-P

  	
   

  	
  G

  	
   

  	
  NO

  	
   

  	
  1

  	
   

  	
  90

  	
   

  	
   

  	
   

  
	
  Livestock
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  LTM

  	
   

  	
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  E

  	
   

  	
  NO

  	
   

  	
  1

  	
   

  	
  90

  	
   

  	
   

  	
   

  
	
  Service Bulletins

  	
   

  	
  SB

  	
   

  	
  D

  	
   

  	
  C

  	
   

  	
  YES

  	
   

  	
  1

  	
   

  	
  0

  	
   

  	
  SGML data for further processing by the Buyer

  	
   

  
	
  Service
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  E

  	
   

  	
  YES

  	
   

  	
  1

  	
   

  	
  0

  	
   

  	
  On TPCI-CD-ROM

  	
   

  
	
  Supplier Product
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  P2

  	
   

  	
  E

  	
   

  	
  NO

  	
   

  	
  1

  	
   

  	
  360

  	
   

  	
  Envelope (E) for SA and LR Aircraft.  One per operator

  	
   

  
	
  Supplier Product
  Support Agreements 2000

  	
   

  	
  SPSA

  	
   

  	
  CD-P

  	
   

  	
  G 

  	
   

  	
  NO 

  	
   

  	
  1

  	
   

  	
  360

  	
   

  	
  Based on General Conditions of Purchase (GCP)
  2000.  One per operator

  	
   

  
	
  Transportability
  Manual

  	
   

  	
  TM

  	
   

  	
  P1

  	
   

  	
  G

  	
   

  	
  NO

  	
   

  	
  1

  	
   

  	
  180

  	
   

  	
  One per operator

  	
   

  
	
  Vendor
  Information Manual

  	
   

  	
  VIM

  	
   

  	
  CD-A

  	
   

  	
  G

  	
   

  	
  NO

  	
   

  	
  1

  	
   

  	
  360

  	
   

  	
  One per operator

  	
   

  
	
  Vendor
  Information Manual GSE

  	
   

  	
  VIM/GSE

  	
   

  	
  CD-A

  	
   

  	
  G

  	
   

  	
  NO

  	
   

  	
  1

  	
   

  	
  360

  	
   

  	
  One per operator

  	
   

  
	
  Vendor Product
  Support Agreements

  	
   

  	
  VPSA

  	
   

  	
  P2

  	
   

  	
  E

  	
   

  	
  NO

  	
   

  	
  1

  	
   

  	
  360

  	
   

  	
  Envelope (E) for WB Aircraft. One per operator.

  	
   

  



 


WB = Wide
Body: A310/A300-600


SA = Single
Aisle: A318/A319/A320/A321


LR = Long
Range: A330/A340


 


128





















 


APPENDIX 4


 


[Copies of Clauses 7.2
and 8.5 of the General Terms Agreement]


 


129





















 


EXHIBIT E                                      CERTIFICATE OF INSURANCE


 


[Refer to Aircraft Lease
Agreement dated as [Redacted] between
LESSEE and LESSOR (the “Lease”). 
If applicable, insurance certificates from both the insurers and
reinsurers will be provided.  If there is
a LESSOR’s Lender, include references to it where appropriate after references
to LESSOR.]


 


To:                            INTERNATIONAL LEASE FINANCE CORPORATION (“LESSOR”)


Until
January 31, 2004:


1999
Avenue of the Stars, 39th Floor


Los
Angeles, California 90067, U.S.A.


 


On
and after February 1, 2004:


10250
Constellation Boulevard, 34th Floor


Los
Angeles, California 90067, U.S.A.


 


	
  Re:

  	
  FRONTIER AIRLINES, INC. (“LESSEE”)

  
	
   

  	
  Airbus A319-100

  	
   

  
	
   

  	
  Manufacturer’s Serial No.:

  	
  [TBD]

  
	
   

  	
  Registration Mark:

  	
  N-          
  (the “Aircraft”)

  



 


The
following security has subscribed to the insurance and/or reinsurance policies:


 


[LIST
COMPANIES & PERCENTAGES]


 


THIS
IS TO CERTIFY THAT, as Insurance Brokers, we have effected Fleet Insurance in
respect of aircraft owned or operated by LESSEE (including the Aircraft) as
specified below.


 


AIRCRAFT HULL ALL RISKS


 


COVERING:


 


All
risks of physical loss or damage to the Aircraft from any cause (subject only
to the exclusions as specified below), for an Agreed Value of Aircraft in the
amount of US$[list amount calculated in accordance with Article 19.1]


 


130





















 


DEDUCTIBLES:


 


[Redacted] each and every loss (or such lesser amount as applicable to the rest of
LESSEE’s fleet).  Not applicable to Total
Loss/Constructive Total Loss or Arranged Total Loss


 


GEOGRAPHICAL COVERAGE:


 


Worldwide


 


AVIATION AND AIRLINE GENERAL THIRD PARTY LIABILITY


 


COVERING:


 


Aircraft
Third Party, [Redacted]  [Redacted] for combined single limit of not
less than [Redacted] (or such
higher amount as LESSEE may carry on any other aircraft in its fleet) any one
accident/occurrence (but in the aggregate in relation to Products Liability),
extended to cover LESSEE’s liability under the Lease to the extent of the risks
covered by the policy including war and allied perils under Extended Coverage
Endorsement as per AVN 52D (however, the total War and Allied Perils
Liability Coverage including Third Party War Risks must be the same amount as
the combined single limit either by the purchase of Excess Third Party War Risks
insurance or through a government indemnity in accordance with Article 18.2)
subject only to exclusions as specified below, unless otherwise agreed by
LESSOR in writing


 


GEOGRAPHICAL LIMITS:


 


Worldwide


 


HULL WAR AND ALLIED PERILS


 


COVERING:


 


Hull
War Risks as per LSW555.B, but including (a) confiscation or requisition
(including by State of Registration and state where airline is domiciled), (b) hijacking
or other unlawful seizure or wrongful exercise of control of the Aircraft or
crew in flight (including any attempt at such seizure or control) and covering
claims excluded from Hull All Risks Policy while Aircraft outside Assured’s
control by reason of perils insured under this policy, for an Agreed Value of
Aircraft in the amount of US$[list amount calculated in accordance with Article 19.1]


 


131





















 


DEDUCTIBLE:


 


No
deductible


 


GEOGRAPHICAL LIMITS:


 


Worldwide


 


AIRCRAFT SPARES ALL RISKS INSURANCE


 


COVERING:


 


All
risks of physical loss or damage to Aircraft Parts or spares or Engines at all
times when removed from the Aircraft from whatever cause, subject only to the
exclusions specified below, including the risks set down in AVN 48B other
than paragraphs (a) and (b) thereof (but including paragraph (a) in
respect of transit risks) for limits of not less than:


 


[Redacted]


[Redacted]


 


and
covering:


 


[Redacted]


 


[Redacted]


 


DEDUCTIBLE:


 


[Redacted]


 


GEOGRAPHICAL COVERAGE:


 


Worldwide


 


CONTRACTUAL INDEMNITY


 


LESSEE
has insurance coverage for the indemnities agreed to by LESSEE pursuant to Article 17
of the Lease.


 


132





















 


PERIOD OF COVERAGE (ALL POLICIES)


 


From
the Delivery Date of Aircraft to [EXPIRATION DATE]


 


It
is further certified that LESSOR has an interest in respect of the Aircraft
under the Lease.  Accordingly, with
respect to losses occurring during the period from the Effective Date until the
expiry of the Insurance or (except as provided in the next sentence) until the
expiry or agreed termination of the Lease or until the obligations under the
Lease are terminated by any action of the Insured or LESSOR and in
consideration of the Additional Premium it is confirmed that the Insurance
afforded by the Policy is in full force and effect and it is further agreed
that the provisions set forth below are specifically endorsed to the
Policy.  Notwithstanding the foregoing,
if LESSEE has retained care, custody and control of the Aircraft even after
such expiry or agreed termination of the Lease and LESSOR has not expressly
agreed to insure the Aircraft, the Policy will remain in full force and effect
until the earlier of expiry of the Insurance or the return of the Aircraft to
LESSOR.


 


1.                            UNDER THE HULL (ALL RISKS
AND HULL WAR AND ALLIED RISKS) AND AIRCRAFT SPARES INSURANCES


 


(a)                                              [Redacted] In respect of any claim on the Aircraft that
becomes payable on the basis of a Total Loss, settlement will be made to, or to
the order of LESSOR as sole loss payee, up to the Agreed Value.  With respect to repairable damage to an
Aircraft or Engine, LESSOR will receive all insurance proceeds in excess of [Redacted] provided that upon receipt by
the insurance broker of written notice of a material default on the part of
LESSEE, all insurance proceeds which otherwise would be payable to LESSEE will
be made directly to LESSOR.  In respect
of any other claim, settlement (net of any relevant policy deductible) will be
made with such party(ies) as may be necessary to repair the Aircraft unless
otherwise agreed after consultation between the Insurers and the Insured and,
where necessary under the terms of the Lease, LESSOR.  Such payments will only be made provided they
are in compliance with all applicable laws and regulations.


 


(b)                                             Insurers agree [Redacted].


 


(c)                                              Insurers have no right to replace the Aircraft
on a Total Loss (arranged, constructive or otherwise).


 


(d)                                             Insurers recognize that LESSEE and LESSOR
have agreed that a Total Loss of the Airframe will constitute a Total Loss of
the Aircraft.


 


133





















 


(e)                                              In the event of a Total Loss of the Aircraft,
Insurers agree to pay LESSOR all amounts up to the Agreed Value based solely
upon LESSOR’s (not LESSEE’s) execution of the appropriate form of
release/discharge document.  LESSOR may
sign any required release in lieu of the Insured in the event of a Total Loss,
Constructive Total Loss or Arranged Total Loss.


 


(f)                                                “Cut-through clause”: Subject to the terms of
Article 18.14, Insurers confirm that in the event of any claim arising
under the hull insurances, the Reinsurers will in lieu of payment of the
Insurers, its successors in interest and assigns, pay to the person named as
sole loss payee under the original insurances that portion of any loss due for
which the Reinsurers would otherwise be liable to pay the Insurers (subject to
proof of loss), it being understood and agreed that any such payment by any
Reinsurers will fully discharge and release such Reinsurer from any and all
further liability in connection therewith and provide for payment to be made
notwithstanding (i) any bankruptcy, insolvency, liquidation or dissolution
of the Insurers and (ii) that the Insurers have made no payment under the
original insurance policies.


 


(g)                                             Insurers confirm that under the insurance
policies, if the Insured installs an engine owned by a third party on the
Aircraft, either (i) the hull insurance will automatically increase to
such higher amount as is necessary in order to satisfy both LESSOR’s
requirement to receive the Agreed Value in the event of a Total Loss, Constructive
Total Loss or Arranged Total Loss and the amount required by the third party
engine owner, or (ii) separate additional insurance on such engine will
attach in order to satisfy separately the requirements of the Insured to such
third party engine owner.


 


2.                            UNDER THE LEGAL LIABILITY
INSURANCE


 


(a)                                              Subject to the provisions of this
Endorsement, the Insurance will operate in all respects as if a separate Policy
had been issued covering each party insured hereunder, but this provision will
not operate to include any claim arising howsoever in respect of loss or damage
to the Aircraft insured under the Hull or Spares Insurance of the Insured.  Notwithstanding the foregoing the total
liability of Insurers in respect of any and all Insureds will not exceed the limits
of liability stated in the Policy.


 


(b)                                             The Insurance provided hereunder will be
primary and without right of contribution from any other insurance which may be
available to LESSOR.


 


134





















 


3.                            UNDER ALL INSURANCES


 


(a)                                              LESSOR, its successors and assigns, and (with
respect to Aviation and Airline General Third Party Liability only) its
directors, officers and employees for their respective rights and interests,
are included as Additional Insureds.


 


(b)                                             The cover afforded to LESSOR by the Policy in
accordance with this Endorsement will not be invalidated by any act or omission
(including misrepresentation and non-disclosure) of any other person or party
which results in a breach of any term, condition or warranty of the Policy.


 


(c)                                              LESSOR will have no responsibility for
premium and insurers will waive any right of set-off or counterclaim against
LESSOR except in respect of outstanding premium in respect of the Aircraft,
provided that Insurer may only set-off for premiums against the proceeds of the
hull insurance for outstanding premiums in connection with hull all risks and
hull war and allied perils insurance.


 


(d)                                             Upon payment of any loss or claim to or on
behalf of LESSOR, Insurers will to the extent and in respect of such payment be
thereupon subrogated to all legal and equitable rights of LESSOR indemnified
hereby (but not against LESSOR). 
Insurers will not exercise such rights without the consent of those
indemnified, such consent not to be unreasonably withheld.  At the expense of Insurers LESSOR will do all
things reasonably necessary to assist the Insurers to exercise said rights.


 


(e)                                              Except in respect of any provision for
Cancellation or Automatic Termination specified in the Policy or any endorsement
thereof, cover provided by this Endorsement may only be cancelled or materially
altered in a manner adverse to LESSOR by the giving of not less than [Redacted] notice in writing to
LESSOR.  Notice will be deemed to
commence from the date such notice is given by the Insurers.  Such notice will NOT, however, be given at
normal expiry date of the Policy or any endorsement.


 


4.                            EXCEPT AS SPECIFICALLY
VARIED OR PROVIDED BY THE TERMS OF THIS CERTIFICATE


 


(a)                                              LESSOR IS COVERED BY THE POLICY SUBJECT TO
ALL TERMS, CONDITIONS, LIMITATIONS, WARRANTIES, EXCLUSIONS AND CANCELLATION
PROVISIONS THEREOF.


 


(b)                                             THE POLICY WILL NOT BE VARIED BY ANY
PROVISIONS CONTAINED IN THE LEASE WHICH PURPORT TO SERVE AS AN ENDORSEMENT OR
AMENDMENT TO THE POLICY.


 


135





















 


SUBJECT
(save as specifically stated in this Certificate) to policy terms, conditions,
limitations and exclusions.


 


Yours faithfully,


[BROKERS]


 


136





















 


EXHIBIT F                                      BROKERS’ LETTER OF
UNDERTAKING


 


To:                                                                  INTERNATIONAL LEASE FINANCE CORPORATION


[Until
January 31, 2004]


1999
Avenue of the Stars, 39th Floor


Los
Angeles, California 90067, U.S.A.


 


[On
and after February 1, 2004]


10250
Constellation Boulevard, 34th Floor


Los
Angeles, California 90067, U.S.A.


 


	
  Date:

  	
  Our Ref:

  



 


	
    Re:

  	
  FRONTIER AIRLINES, INC. (“LESSEE”)

  
	
   

  	
  Airbus A319-100

  	
   

  	 

	
   

  	
  Manufacturer’s Serial No.:

  	
  [TBD]

  	 

	
   

  	
  Registration Mark:

  	
  N-          
  (the “Aircraft”)

  	 




 


 


Dear Sirs:


 


Dear Sirs:


 


We
confirm that insurance has been effected for the account of [LESSEE] (the “Operator”)
covering all aircraft owned or operated by them, including the above-referenced
aircraft (the “Aircraft”).  [Also
confirm, if applicable, the amount of any hull all risks or hull war and allied
perils on the Aircraft which LESSEE is carrying in excess of the Agreed Value
(which excess insurance would be payable to LESSEE).  Such excess insurance may not exceed[Redacted]]


 


Pursuant
to instructions received from the Operator and in consideration of your
approving the arrangement of the Operator’s “Fleet Policy” (under which the
above-referenced Aircraft is insured) through the intermediary of ourselves as
Brokers in connection with the insurance (the “Insurance”) mentioned in
our Certificate of Insurance (Reference No. [     ]
dated [     ] and attached hereto), we undertake as
follows:


 


137





















 


1.                             In relation to the Hull and War Risks
Insurance to hold to your order the insurance Slips or Contracts and any
Policies which may be issued or any policies substituted (with your consent)
therefor (but only insofar as the same relate to the Aircraft only) and the
benefit of the Hull and War Risks Insurance thereunder, but subject to our
requirements to operate the Fleet Policy insofar as it relates to any other
aircraft insured thereunder.


 


2.                             To advise you of any of the following:


 


(a)                                              If any insurer or the Operator cancels or
gives notice of cancellation of any of the Insurance at least [Redacted] (or such lesser period as may be
available in the case of War and Allied Perils) before such cancellation is to
take effect in respect of the Aircraft.


 


(b)                                             Of any act or omission or of any event
(including non-payment of premium) of which we have knowledge or are notified
and which might invalidate or render unenforceable in whole or in part any of
the Insurance, insofar as the same relate to the Aircraft.


 


(c)                                              If we do not receive instructions to renew
all or any of the Insurance at least [Redacted]
prior to their expiration.


 


(d)                                             If any of the Insurance are not renewed on
the same terms (save as to premium and period of cover and as you might
otherwise have notified us to be acceptable to you) [Redacted] prior to expiry thereof.


 


The
above undertakings are given subject to our continuing appointment for the time
being as Insurance Brokers to the Operator.


 


We
also undertake to advise you if we cease to be Insurance Brokers to the
Operator.


 


Yours
faithfully,


 


138





















 


EXHIBIT G                                    ESTOPPEL AND ACCEPTANCE
CERTIFICATE


 


FRONTIER
AIRLINES, INC. (“LESSEE”), a corporation organized under the laws of
Colorado does hereby agree as follows:


 


1.                             LESSEE and INTERNATIONAL LEASE FINANCE
CORPORATION, as LESSOR, have entered into an Aircraft Lease Agreement dated as of
October 23, 2003  (hereinafter
referred to as the “Lease”). 
Words used herein with capital letters and not otherwise defined will
have the meanings set forth in the Lease.


 


2.                             LESSEE has this         
day of                     ,
         (Time:                     )
at                                         
received from LESSOR possession of:


 


(a)                                              One (1) Airbus A319-100 aircraft bearing
Manufacturer’s serial number           
and U.S. registration mark           ,
together with two (2) CFM56-5B5/P engines bearing manufacturer’s serial
numbers            and           
(each of which has 750 or more rated take-off horsepower) and an APU bearing
manufacturer’s serial number         ,
all in airworthy condition.


 


(b)                                             All Aircraft Documentation, including the
usual and customary manuals, logbooks, flight records and historical
information regarding the Aircraft, Engines, APU and Parts.


 


(c)                                              The Manufacturer flyaway equipment (SFE) and
LESSOR-furnished equipment (BFE) attached hereto.


 


3.                             The Aircraft had the following seating
configuration at Delivery:


 


              
first class seats


 


              
business class seats


 


              
coach class seats


 


4.                             The certified thrust rating of the Engines is
                                  
pounds (from data plate).


 


5.                             The maximum gross takeoff weight of the
Aircraft is                                   
pounds.


 


139





















 


6.                             The amount of fuel on board at Delivery is                     
(circle one) pounds/kilos (                
gallons).


 


7.                             All of the foregoing has been delivered and
accepted on the date set forth above to LESSEE’s full satisfaction and pursuant
to the terms and provisions of the Lease.


 


8.                             The Agreed Value of the Aircraft is US$                              .


 


9.                             The Aircraft, Engines, APU, Parts and
Aircraft Documentation as described in the Lease have been fully examined by
LESSEE and have been received in a condition fully satisfactory to LESSEE and
in full conformity with the Lease in every respect.


 


10.                       The Lease is in full force and effect, LESSOR
has fully, duly and timely performed all of its obligations of every kind or
nature thereunder and LESSEE has no claims, offsets, deductions, set-off or
defenses of any kind or nature in connection with the Lease.


 


11.                       LESSOR’s Lender may rely upon all of the
foregoing in granting substantial financial accommodations to LESSOR and LESSEE
understands and agrees that any funds being advanced by LESSOR’s Lender will be
made in reliance upon the foregoing.


 


12.                       LESSEE has obtained all required permits,
authorizations, licenses and fees of the State of Registration or any
Government Entity thereof necessary in order for LESSEE to operate the Aircraft
as permitted by the terms of the Lease.


 


Dated
on the date set forth above


 


	
   

  	
  FRONTIER AIRLINES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 


ATTACHMENTS:


1.                                     List of Aircraft Documentation


2.                                     List of Manufacturer Flyaway Equipment (SFE)


3.                                     List of LESSOR-Furnished Equipment (BFE)


 


140





















 


ATTACHMENT 1 TO ESTOPPEL AND ACCEPTANCE CERTIFICATE


 


LIST OF AIRCRAFT DOCUMENTATION


 


(to be replaced at Delivery by actual inventory of manuals and records)


 


MANUALS (MINIMUM)


 


1.                                     Approved Airplane Flight Manual


2.                                     Airplane Flight Operation Manual


3.                                     Quick Reference Handbook


4.                                     Weight and Balance Manual


5.                                     Aircraft Maintenance Manual


6.                                     Illustrated Parts Catalog


7.                                     Structural Repair Manual


8.                                     Wiring Diagram Manual


 


141





















 


AIRCRAFT RECORDS AND HISTORICAL DOCUMENTS


 


1.                                       Copies of original Certificates delivered by
Airbus:


a.  Airworthiness Certificate for Export


b.  Radio installation conformity certificate


c.  Noise limitation certificate


2.                                       Copies of original Documents delivered by
Airbus:


a.  Airworthiness Directive Compliance list


b.  Aircraft inspection report


c.  Aircraft Definition Report


d.  Weighing report


3.                                       Copies of current Certificates:


a.  Airworthiness Certificate


b.  Noise limitation


c.  Radio license


d.  Interior material burn certificates


e.  Certificate of Export


f.  Aircraft deregistration confirmation


e.  Aircraft Registration


4.                                       Letters signed and stamped by Quality
Assurance:


a.  Current aircraft hours and cycles


b.  Current engines hours and cycles


c.  Accident and Incident report


d.  Summary of Maintenance Program


e.  AD compliance during the lease term


5.                                       Aircraft log books and Aircraft readiness log


6.                                       Aircraft Hard Time (HT) inspection status


7.                                       One year forecast for HT inspection


8.                                       Aircraft Modification status, including service
bulletins


9.                                       Last weighing report prior to redelivery


10.                                 AD compliance report with original signoffs


11.                                 Routine and non-routine job cards of the last
4C/5Y and 8C/10Y checks


12.                                 Past year pilots and maintenance
discrepancies


13.                                 Major and Minor structural repairs with
applicable approvals


14.                                 Compass Swing report of the last three years


15.                                 Cabin Configuration drawing (LOPA)


16.                                 Emergency equipment location drawing


17.                                 Engineering data package for all
modifications


 


ENGINES RECORDS


 


142





















 


1.                                       Last test cell run reports


2.                                       Life-limited Parts status and traceability


3                                          AD compliance report with original signoffs


4.                                       Engine Modification / service bulletin
/inspection report and applicable forms


5.                                       Last heavy maintenance records for each
module


6.                                       Engine log books


7.                                       Engine removal history


8.                                       Past year trend monitoring reports


9.                                       Historical borescope reports


10.                                 Engine component report


 


APU RECORDS


 


1.                                       APU status (FH, FC, limits)


2.                                       Life-limited Part status and traceability


3.                                       AD compliance with original signoffs


4.                                       Modification status


5.                                       Last heavy maintenance documents


6.                                       APU log books


7.                                       Last test cell report


 


COMPONENT RECORDS


 


1.                                       Aircraft component inventory


2.                                       Hard time component inventory


3.                                       All required serviceable tags


4.                                       Landing Gear status with last overhaul and
life-limited Part status


5.                                       AD compliance with original signoffs


6.                                       Modification status


 


143





















 


ATTACHMENT 2 TO ESTOPPEL AND ACCEPTANCE CERTIFICATE


 


 


LIST OF MANUFACTURER FLYAWAY EQUIPMENT (SFE)


 


144





















 


ATTACHMENT 3 TO ESTOPPEL AND ACCEPTANCE CERTIFICATE


 


 


LIST OF LESSOR-FURNISHED EQUIPMENT (BFE)


 


145





















 


EXHIBIT H                                    OPINION OF COUNSEL


 


 


[SEE ATTACHED]


 


146





















 


EXHIBIT I                                         ASSIGNMENT OF RIGHTS
(AIRFRAME)


 


This Assignment of Warranty
and Support Rights is made this             
day of                               ,
             (the “Assignment
Agreement”)


 


BETWEEN


 


(1)                                INTERNATIONAL LEASE FINANCE CORPORATION, a
corporation organized and existing under the laws of the State of California,
United States of America, having its principal corporate offices located at
1999 Avenue of the Stars, 39th Floor, Los Angeles, California 90067, U.S.A. (“ILFC”); and


 


(2)                                FRONTIER AIRLINES, INC. a Colorado
corporation whose address and principal place of business is at Frontier Center
One, 7001 Tower Road, Denver, Colorado 80249, U.S.A. (“LESSEE”)


 


1.                            Preamble.    In
connection with the lease by ILFC to LESSEE of one Airbus A319-100
aircraft bearing manufacturer’s serial number [TBD] (the “Aircraft”), reference is made to the
following documents:


 


(a)                                              the Airbus A319-100 Purchase Agreement between
ILFC and AVSA, S.A.R.L. (“AVSA”)
dated as of January 11, 1999, as further amended (the “Purchase Agreement”), under which ILFC
agreed to purchase the Aircraft;


 


(b)                                             the General Terms Agreement between ILFC and
AVSA dated as of November 10, 1988 (the “G.T.A.”);


 


(c)                                              the Product Support Agreement (“Exhibit E”) applicable to the Purchase
Agreement (the “Support Agreement”);


 


(d)                                             the Aircraft Lease Agreement between ILFC and
LESSEE dated as of May      , 2000 (the “Lease Agreement”);


 


(e)                                              the Participation Agreement between ILFC and
LESSEE dated as of                                ,
             (the “Participation Agreement”).


 


2.                            Assignment.   
Pursuant to the Lease Agreement, ILFC will lease the Aircraft to LESSEE,
including in such Lease Agreement a commitment to assign to LESSEE certain


 


147





















 


warranty
and other rights related to the Aircraft under the Purchase Agreement, the
G.T.A. and the Support Agreement.  With
effect from the actual delivery date of the Aircraft by AVSA to ILFC in respect
of (a), (b) and (d) below, and with effect from the date hereof in
respect of (c) below, ILFC therefore hereby assigns to LESSEE and LESSEE
accepts the assignment on the terms and conditions specified herein of the following
rights (the “Rights”) under the
provisions indicated (the “Assigned
Provisions”) with respect to the Aircraft:


 


(a)                                              [Redacted];


 


(b)                                             [Redacted];


 


(c)                                              [Redacted];


 


(d)                                             [Redacted].


 


3.                            Conditions of Assignment.   
This Assignment Agreement is made subject to the following conditions:


 


(a)                                              LESSEE hereby agrees to be bound by and to
comply with all applicable terms, conditions and limitations of [Redacted] with respect to the exercise of
any of the Rights and [Redacted].


 


(b)                                             Nothing contained herein shall subject AVSA
to any liability or additional obligations whatsoever to which it would not
otherwise be subject under the Purchase Agreement, the G.T.A. and the Support
Agreement or, except to the extent set forth in section 3(c) below,
modify in any respect whatsoever its contractual rights under the said
agreements.


 


(c)                                              So long as this Assignment Agreement is in
full force and effect, LESSEE and not ILFC will be responsible for compliance
with [Redacted], in each case with
respect to the Aircraft.  Upon
termination of this Assignment Agreement, ILFC shall once again be bound by
such clauses with respect to the rights and benefits described in section 2
above received by ILFC in connection with the Aircraft.


 


(d)                                             [Redacted].


 


4.                            Reassignment.   
Upon termination of the Lease Agreement between ILFC and LESSEE, and
provided that LESSEE and ILFC shall have furnished AVSA with written notice
thereof, upon receipt of such notice by AVSA, the rights contained herein shall
automatically be reassigned to ILFC.


 


148





















 


5.                            Assignment by LESSEE.   
Except as permitted under Article 24 of the Lease Agreement, the
rights of ILFC and LESSEE under this Assignment Agreement in respect of the
Purchase Agreement, the G.T.A. and the Support Agreement shall not be further
assigned by the parties hereto.


 


6.                            Notification


 


(a)                                              It shall be a condition precedent to this
Assignment Agreement that this Assignment Agreement shall, at the expense of
LESSEE, be notified to AVSA within 2 weeks of the date hereof pursuant to Article 1690
of the French Civil Code.


 


(b)                                             All notices and requests required or
authorized under this Assignment Agreement shall be given in writing either by
personal delivery to a responsible officer of the party to whom the same is
given or by internationally recognized courier service or by telefax directed
as set forth below:


 


ILFC
shall be addressed at:


 


	
   

  	
  [Until January 31,
  2004]

  1999 Avenue of the Stars, 39th Floor

  Los Angeles, California 90067, U.S.A.

  

  [On and after February 1, 2004]

  10250 Constellation Boulevard, 34th Floor

  Los Angeles, California 90067, U.S.A.

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Senior Vice
  President-Technical

  
	
   

  	
   

  	
   

  
	
   

  	
  Fax:

  	
  [Redacted]

  
	
   

  	
  Telephone:

  	
  [Redacted]

  



 


LESSEE
shall be addressed at:


	
   

  	
  Frontier Center One

  7001 Tower Road

  Denver, CO 80249, U.S.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  General Counsel

  



 


149





















 


	
   

  	
  Fax:

  	
  [Redacted]

  
	
   

  	
  Telephone:

  	
  [Redacted]

  



 


AVSA
shall be addressed at:


	
   

  	
  2 Rond-Point Maurice
  Bellonte

  31 700 Blagnac, France

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Director Contracts

  
	
   

  	
   

  	
   

  
	
   

  	
  Fax:

  	
  [Redacted]

  
	
   

  	
  Telephone:

  	
  [Redacted]

  



 


or
at such other address or to such other person as the party receiving the notice
or request may designate from time to time.


 


Such notice or request shall be deemed to be effective in the case of
(aa) personal delivery, on the date upon which personally delivered,
(bb) delivery by courier, on the date of receipt or (cc) telefax
transmission, on the date of confirmation of successful transmission.


 


7.                            Consent of AVSA.    It
shall be a condition precedent to this Assignment Agreement that AVSA execute
the Consent contained in Schedule 1 hereto.


 


8.                            Applicable Law and
Jurisdiction.    THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW, AND THE PARTIES AGREE THAT ANY
COMPETENT FEDERAL COURT LOCATED IN NEW YORK, NEW YORK SHALL HAVE JURISDICTION
OVER ANY DISPUTE ARISING IN CONNECTION HEREWITH.  [Redacted]


 


9.                            Confidentiality.    Subject to any legal or governmental
requirements of disclosure, ILFC and LESSEE shall keep confidential the terms
and conditions of this Assignment Agreement and the clauses from the G.T.A. and
Support Agreement provided to LESSEE provided that ILFC and LESSEE may disclose
such materials to their professional advisors.


 


IN WITNESS WHEREOF, the parties have caused this Assignment Agreement to be executed on
their behalf by their duly authorized officers.


 


150





















 


	
  INTERNATIONAL LEASE FINANCE

  CORPORATION

  	
  FRONTIER AIRLINES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Its:

  	
  Its:

  
						



 


151





















 


SCHEDULE 1


 


[DATE]


 


Re:                             ILFC/FRONTIER
AIRLINES (“LESSEE”): ASSIGNMENT OF
WARRANTY AND SUPPORT RIGHTS


 


Dear Sirs,


 


1.                                     Reference
is made to the Assignment of Warranty and Support Rights dated                        
           ,                   
between ILFC and LESSEE (the “Assignment
Agreement”) concerning the assignment of certain warranty rights
under the [Redacted] with respect
to the Aircraft.


 


2.                                     All
terms defined herein bear the meaning ascribed hereto in the Assignment
Agreement.


 


3.                                     AVSA
hereby consents to the assignment and reassignment contained in Clauses 2
and 4 respectively of the Assignment Agreement on the terms and conditions
therein, subject to the following conditions:


 


(a)                                              AVSA
shall have received formal notification of the Assignment Agreement;


 


(b)                                             AVSA
shall not be subject by reason of the Assignment Agreement to any liability or
additional obligations whatsoever to which it would not otherwise be subject
under the Purchase Agreement, the G.T.A. and the Support Agreement or modify in
any respect whatsoever its contractual rights under the said agreements;


 


(c)                                              So
long as the Assignment Agreement is in full force and effect, LESSEE and not
ILFC will be responsible for compliance with [Redacted].  Upon termination of the Assignment Agreement,
ILFC shall once again be bound by such clauses with respect to the rights and
benefits described in [Redacted]
in connection with the Aircraft.


 


(d)                                             LESSEE
hereby agrees to be bound by and to comply with all applicable terms,
conditions and limitations of [Redacted]
with respect to the exercise of any of the Rights and to be bound by the
covenants of the Buyer in the Assigned Provisions to the same extent as if
LESSEE had been named “Buyer” of the Aircraft under the Purchase Agreement.


 


(e)                                              Other
than with respect to the obligations assumed by LESSEE under the Assignment
Agreement as set forth in section 3(a) above, ILFC shall remain fully
bound by all provisions of the [Redacted].


 


152





















 


4.                                     This
Consent shall be governed by and construed in accordance with the laws of the
State of New York and any dispute arising hereunder shall be referred to the
federal court located in New York, New York. 
[Redacted].


 


	
   

  	
  For and on behalf of AVSA, S.A.R.L.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
					



 


 


	
  Signed in acknowledgment for and on

  behalf of

  	
   

  	
  Signed in acknowledgment for and on

  behalf of

  
	
   

  	
   

  	
   

  
	
  INTERNATIONAL LEASE FINANCE

  CORPORATION

  	
   

  	
  FRONTIER AIRLINES, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  	
  Its:

  	
   

  



 


153





















 


	
  EXHIBIT J

  	
  ASSIGNMENT OF RIGHTS
  (ENGINES)

  



 


[INSERT MANUFACTURER FORM AGREEMENT]


 


[Date]


 


CFM INTERNATIONAL, INC.


1 Neumann Way, J-165


Cincinnati, Ohio  45215


 


Attention:  Commercial Contracts


 


Reference is hereby made to that Consent to
Assignment made as of April 29, 1988 (the “Consent to Assignment”), by and between CFM INTERNATIONAL,
INC. (“CFMI”) and INTERNATIONAL
LEASE FINANCE CORPORATION (“ILFC”).  Terms defined in the Consent to Assignment
are used herein with the same meaning as in the Consent to Assignment.


 


As of                                ,
ILFC has assigned all of its rights and interest in, to and under the Engine
Warranties to FRONTIER AIRLINES, INC.(“Assignee”)
in connection with its lease to Assignee of an A319-100 aircraft (the “Aircraft”) together with two (2) CFMI
Model CFM56-5B5/P bearing Manufacturer’s Serial Numbers             
and            (the “Engines”) as of the date each such Engine
was delivered to Assignee.  Such
assignment shall be effective from such date until ILFC notifies CFMI that such
assignment has been terminated.


 


The Assignee has accepted such assignment and
all the limitations and liabilities pertaining to the Engine Warranties as
stated in the provisions of the GTA listed in Schedule 2 to the Consent to
Assignment.


 


A copy of the aforesaid assignment is
attached hereto.


 


	
   

  	
  Very truly yours,

  
	
   

  	
  INTERNATIONAL LEASE FINANCE

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 


154





















 


ASSIGNMENT
OF WARRANTIES


 


[DATE]


 


In consideration of FRONTIER AIRLINES, INC. (“Lessee”) leasing from International Lease
Finance Corporation (“ILFC”) one (1) Airbus
A319-100 aircraft together two (2) CFMI Model CFM56-5B5/P engines bearing
manufacturer’s serial numbers              
and              ,
it is hereby agreed as follows:


 


1.                                     ILFC
hereby assigns and transfers to Lessee all of ILFC’s respective rights and
interest in and to and in and under the Engine Warranties set forth in and
subject to the limitations and liabilities set forth in Exhibit B
Warranty, Section X (the “Engine
Warranties”) of CFM International, Inc. - ILFC General Terms
Agreement No. 6-3987 dated 22 June 1984 (the “GTA”) during the term of such lease so long
as Lessee is not in default thereunder.


 


2.                                     Lessee
hereby accepts such assignment including all the limitations and liabilities
pertaining to said Engine Warranties as stated in the provisions of Exhibit B
Warranty, Section X of the GTA.


 


3.                                     This
Agreement shall be binding upon and inure to the benefit of each of the parties
hereto and their respective successors and assigns to the extent permitted by
the GTA and hereunder.


 


4.                                     This
Agreement shall be governed by and construed in accordance with the laws of the
State of California.


 


5.                                     This
Agreement may be executed in any number of counterparts, each of which when
executed and delivered is an original but all of which taken together
constitute one and the same instrument and any party may execute this Agreement
by signing any counterpart.


 


IN WITNESS WHEREOF,
the authorized representative of the parties hereto have executed this
Agreement as of the day and year first above written.


 


 


	
  For and on behalf of

  	
  For and on behalf of

  
	
  INTERNATIONAL LEASE FINANCE

  	
  FRONTIER AIRLINES, INC.

  
	
  CORPORATION

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  	
  Its:

  	
   

  
									



 


155





















 


	
  EXHIBIT K

  	
  RETURN ACCEPTANCE RECEIPT

  



 


 


Date:                                        ,
          


 


1.                             FRONTIER
AIRLINES, INC. as LESSEE, and INTERNATIONAL LEASE FINANCE CORPORATION,
as LESSOR, have entered into an Aircraft Lease Agreement dated as of October 23,
2003 (the “Lease”).  Words used
herein with capital letters and not otherwise defined will have the meanings
set forth in the Lease.


 


2.                             LESSOR
has this             day
of                   ,
                
(Time:                    )
at                               
received from LESSEE possession of:


 


(a)                                              One
(1) Airbus A319-100 Aircraft bearing Manufacturer’s serial number              
together with two (2) CFM56-5B5/P Engines bearing manufacturer’s serial
numbers             
and             ,
an APU bearing manufacturer’s serial number            ,
and all Parts attached thereto and thereon in an airworthy condition and


 


(b)                                             All
Aircraft Documentation, including the usual and customary manuals, logbooks,
flight records and historical information regarding the Aircraft, Engines, APU
and Parts, as listed in the Document Receipt attached hereto.


 


3.                             The
Aircraft had the following seating configuration at return:


 


                
first class seats


 


                
business class seats


 


                
coach class seats


 


4.                                         The Airframe,
Engines, APU and Parts had the following hours/cycles at return:


 


156





















 


(a)                           Airframe:


 


 


Maximum gross takeoff weight:                                     
pounds


 


Total hours:                                    Total Landings:                           


 


Date last “C” check performed:                                    


 


             
hours/              
cycles since last “C” check


 


Date last “4C/5Y” check performed:                               


 


             
hours/              
cycles since last “4C/5Y” check


 


Date last “8C/10Y” check performed:                               


 


             
hours/              
cycles since last “8C/10Y” check


 


(b)                          Engines:


 


Certified thrust rating:                                   
pounds (from data plate)


 


	
  Position

  	
   

  	
  Serial No.

  	
   

  	
  Total Hours

  	
   

  	
  Total Cycles

  	
   

  	
  Hrs/Cycles since last

  performance

  restoration shop visit

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Position

  	
   

  	
  Part Name

  	
   

  	
  Part Number

  	
   

  	
  Cycles Remaining to Next

  Life-limited Part Removal

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


(c)                                              APU:   MSN                       


 


Total hours:                         


 


          
hours/            cycles
since last hot section refurbishment


 


          
hours/            cycles
remaining on APU life-limited Parts


 


157





















 


(d)                                             Landing Gear:


 


	
  Position

  	
   

  	
  Serial No.

  	
   

  	
  Total

  Hrs/Cycles

  	
   

  	
  Hrs/Cycles/Days

  since last

  Overhaul

  	
   

  	
  Date of last

  Overhaul

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Nose

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Left Main

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Right Main

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


(e)                                              Fuel on board at return:                     
(circle one) pounds/kilos (                   
gallons)


 


5.                             Other
technical information regarding the Aircraft and its components are correctly
set forth on the Technical Evaluation Report (in the form of Exhibit L)
attached hereto.


 


6.                             With
reference to Article 13.8 of the Lease regarding
reimbursement from the Reserves after return of the Aircraft:


 


	
          

  	
   

  	
  There are no claims for reimbursement from
  the Reserves which will be submitted after the date hereof.

  
	
  or

  	
   

  	
   

  
	
          

  	
   

  	
  Claims for reimbursement from the Reserves
  will be submitted after the date hereof for the following:

  
	
   

  	
   

  	
  Type of Work

  	
  Estimated
  Invoice Amount

  	
   

  



 


7.                             The
above specified aircraft, engines and documentation are hereby accepted by
LESSOR subject to (a) the provisions of the Lease and (b) correction by
LESSEE (or procurement by LESSEE at LESSEE’s cost) as soon as reasonably
possible of the discrepancies specified in Attachment 2 hereto.


 


8.                             Subject
to the following paragraph, the leasing of the Aircraft by LESSOR to LESSEE
pursuant to the Lease is hereby terminated without prejudice to LESSEE’s
continuing obligations under the Lease including, without limitation,
paragraph 6(b) above and Articles 10.5, 16
and 17.


 


9.                             LESSEE
represents and warrants that during the term of the Lease all maintenance and repairs
to the Airframe and Engines were performed in accordance with the requirements
contained in the Lease.  LESSEE further
confirms that all of its obligations under the Lease whether accruing prior to
the date hereof or which survive the termination of the Lease by their terms
and accrue after the date hereof, will remain in full force and effect until
all such obligations have been satisfactorily completed.


 


158





















 


10.                                   This Return
Acceptance Receipt is executed and delivered by the parties in [place].


 


IN WITNESS WHEREOF, the parties hereto have
caused this Return Acceptance Receipt to be executed in their respective
corporate names by their duly authorized representatives as of the day and year
first above written.


 


 


	
  INTERNATIONAL LEASE FINANCE

  CORPORATION

  	
  FRONTIER AIRLINES, INC.

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
  Its:

  	
  Its:

  
					



 


ATTACHMENTS:


1.                                     List
of Aircraft Documentation


2.                                     List
of Loose Equipment


3.                                     Free-of-Charge
Kits


4.                                     List
of Discrepancies


5.                                     Engine
Power Assurance Test Conditions and Results


6.                                     Dent
and Damage Chart


7.                                     Incident/Accident
Letter


8.                                     Technical
Evaluation Report (in the form of Exhibit L)


 


159





















 


	
  EXHIBIT L

  	
  MONTHLY REPORT

  



 


 


(SEE FOLLOWING SHEET)


 


160





















 


MONTHLY
AIRCRAFT UTILIZATION AND STATUS REPORT


 


	
  Report Due Date:

  	
   

  	
   

  	
   

  	
   

  



 


	
  To:

  	
   

  	
  INTERNATIONAL LEASE FINANCE CORPORATION

  	
   

  	
  Fax: [Redacted]

  
	
   

  	
   

  	
  [Until January 31, 2004]

  	
   

  	
   

  
	
   

  	
   

  	
  1999 Avenue of the Stars, 39th Floor

  	
   

  	
   

  
	
   

  	
   

  	
  Los Angeles, California 90067, U.S.A.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [On and after February 1, 2004]

  	
   

  	
   

  
	
   

  	
   

  	
  10250 Constellation Boulevard, 34th Floor

  	
   

  	
   

  
	
   

  	
   

  	
  Los Angeles, California 90067, U.S.A.

  	
   

  	
   

  



 


	
  From:

  	
   

  	
  FRONTIER AIRLINES

  	
   

  	
   

  	
   

  
	
  Contact:

  	
   

  	
   

  	
   

  	
   

  	
  Fax:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AIRCRAFT TYPE:

  	
   

  	
  Airbus A319-100

  	
   

  	
   

  	
   

  
	
  ENGINE TYPE:

  	
   

  	
  CFM56-5B5/P

  	
  REGISTRATION:

  	
   

  	
   

  	
  N-

  	
   

  
	
  SERIAL NUMBER:

  	
   

  	
  [TBD]

  	
  MONTH OF:

  	
   

  	
   

  
									



 


NOTE:                                    PLEASE RECORD TIME
IN HOURS AND MINUTES NOT DECIMALS.


 


	
  Aircraft Total Time Since New As Of Last
  Month:

  	
   

  	
  Hours:

  	
  Min:

  
	
  Aircraft Total Time Since New:

  	
   

  	
  Hours:

  	
  Min:

  
	
  Aircraft Total Cycles Since New:

  	
   

  	
  Cycles:

  	
   

  
	
  Airframe Hours Flown During Month:

  	
   

  	
  Hours:

  	
  Min:

  
	
  Airframe Cycles/Landings During Month:

  	
   

  	
  Cycles:

  	
   

  
	
  Date of return from last “4C/5Y” or “8C/10Y”
  Check:

  	
   

  	
   

  	
   

  
	
  Time Remaining to next “4C/5Y” or “8C/10Y”
  Check:

  	
   

  	
   

  	
   

  



 


	
   

  	
   

  	
  HOURS OR

  CYCLES FLOWN

  DURING MONTH

  (as applicable)

  	
  x

  	
  US$ PER

  HOUR OR

  CYCLE (as

  applicable)

  	
   

  	
  =

  	
  RESERVES

  
	
  TOTAL AIRFRAME:

  	
   

  	
  Hrs:

  	
  x

  	
   

  	
   

  	
  =

  	
   

  
	
  TOTAL LANDING GEAR:

  	
   

  	
  Hrs:

  	
  x

  	
   

  	
   

  	
  =

  	
   

  
	
  Original Engine Serial Number:

  	
   

  	
  Hrs:

  	
  Min:

  	
  x

  	
   

  	
   

  	
  =

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Cycles

  	
   

  	
   

  	
   

  	
   

  	
  =

  	
   

  
	
  Original Engine Serial Number:

  	
   

  	
  Hrs:

  	
  Min:

  	
  x

  	
   

  	
   

  	
  =

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Cycles

  	
   

  	
   

  	
   

  	
  =

  	
   

  
	
  TOTAL AMOUNT OF RESERVES (US$) PAID THIS
  MONTH:

  	
   

  	
   

  	
   

  	
   

  	
  US$

  



 


1





















 


Monthly Aircraft Utilization and Status Report


From: 
FRONTIER AIRLINES


 


	
  ENGINE SERIAL NUMBER:

  	
   

  	
  ENGINE SERIAL NUMBER:

  
	
   

  	
   

  	
   

  
	
  ORIGINAL POSITION:

  	
   

  	
  ORIGINAL POSITION:

  
	
   

  	
   

  	
   

  
	
  ACTUAL LOCATION:

  	
   

  	
  ACTUAL LOCATION:

  
	
   

  	
   

  	
   

  
	
  CURRENT THRUST RATING:

  	
   

  	
  CURRENT THRUST RATING:

  
	
   

  	
   

  	
   

  
	
  HOURS:/MIN:

  	
   

  	
  HOURS:/MIN:

  
	
   

  	
   

  	
   

  
	
  Total Time Since New As Of

  Last Month:

  	
   

  	
  Total Time Since New As Of

  Last Month:

  
	
   

  	
   

  	
   

  
	
  Total Time Since New:

  	
   

  	
  Total Time Since New:

  
	
   

  	
   

  	
   

  
	
  Total Cycles Since New:

  	
   

  	
  Total Cycles Since New:

  
	
   

  	
   

  	
   

  
	
  Hours Flown During Month:

  	
   

  	
  Hours Flown During Month:

  
	
   

  	
   

  	
   

  
	
  Cycles During Month:

  	
   

  	
  Cycles During Month:

  
	
   

  	
   

  	
   

  
	
  DATE OF

  REINSTALLATION

  FOLLOWING LAST

  HEAVY

  MAINTENANCE VISIT:

  	
   

  	
  DATE OF

  REINSTALLATION

  FOLLOWING LAST

  HEAVY

  MAINTENANCE VISIT:

  



 


	
  IMPORTANT:

  	
   

  	
  IF ILFC-OWNED ENGINE IS REMOVED OR
  INSTALLED ON ANOTHER AIRCRAFT, IT MUST BE REPORTED MONTHLY ON THIS FORM.

  



 


2





















 


	
  EXHIBIT M

  	
  AIRCRAFT DOCUMENTATION

  



 


 


AIRCRAFT
RECORDS


 


1.               Copies of original
Certificates delivered by Airbus:


a. 
Airworthiness Certificate for Export


b. 
Radio installation conformity certificate


c. 
Noise limitation certificate


2.               Copies of original
Documents delivered by Airbus:


a. 
Airworthiness Directive Compliance list


b. 
Aircraft inspection report


c. 
Aircraft Definition Report


d. 
Weighing report


3.               Copies of current
Certificates:


a. 
Airworthiness Certificate


b.  Noise limitation


c. 
Radio license


d. 
Interior material burn certificates


e. 
Certificate of Export


f. 
Aircraft deregistration confirmation


e. 
Aircraft Registration


4.               Letters signed and
stamped by Quality Assurance:


a. 
Current aircraft hours and cycles


b. 
Current engines hours and cycles


c. 
Accident and Incident report


d. 
Summary of Maintenance Program


e.  AD
compliance during the lease term


5.               Aircraft log books
and Aircraft readiness log.


6.               Aircraft Hard Time
(HT) inspection status.


7.               One year forecast
for HT inspection.


8.               Aircraft
Modification status, including service bulletins.


9.               Last weighing
report prior to redelivery.


10.         AD compliance report with
original signoffs.


11.         Routine and non-routine
job cards of the last “C”, “4C/5Y” and “8C/10Y” checks.


12.         Past year pilots and
maintenance discrepancies.


13.         Major and Minor
structural repairs with applicable approvals.


14.         Compass Swing report of
the last three years.


15.         Cabin Configuration
drawing (LOPA).


16.         Emergency equipment
location drawing.


17.         Last X-RAYs


 


164





















 


ENGINES RECORDS


 


1.               Last test cell run reports.


2.               Life Limited Parts status and
traceability.


3.               AD compliance report with original
signoffs.


4.               Engine Modification / service bulletin
/inspection report and applicable forms.


5.               Last heavy maintenance records for each
module.


6.               Engine log books.


7.               Engine removal history.


8.               Past year trend monitoring reports.


9.               Historical borescope reports.


10.         Engine component report.


 


 


APU RECORDS


 


1.               APU status (FH, FC, limits).


2.               Life limited Part status and
traceability.


3.               AD compliance with original signoffs.


4.               Modification status.


5.               Last heavy maintenance documents.


6.               APU log books.


7.               Last test cell report.


 


COMPONENT RECORDS


 


1.               Aircraft component inventory.


2.               Hard time component inventory.


3.               All serviceable tags.


4.               Landing Gear status with last overhaul
and life limited Part status.


5.               AD compliance with original signoffs.


6.               Modification status.


 


165





















 


	
  EXHIBIT N

  	
  TECHNICAL EVALUATION REPORT

  



 


 


(SEE FOLLOWING SHEETS)


 


166





















 


TABLE OF CONTENTS


 


	
  AIRCRAFT SUMMARY

  	
   

  
	
   

  	
   

  
	
  MAINTENANCE & INSPECTION

  	
   

  
	
   

  	
   

  
	
  LANDING GEAR

  	
   

  
	
   

  	
   

  
	
  ENGINES

  	
   

  
	
   

  	
   

  
	
  AUXILIARY POWER UNIT (APU)

  	
   

  
	
   

  	
   

  
	
  PASSENGER CABIN CONFIGURATION (Seating)

  	
   

  
	
   

  	
   

  
	
  GALLEY PROVISIONS

  	
   

  
	
   

  	
   

  
	
  LAVATORIES, AUDIO/ENTERTAINMENT, CARGO, INTERIOR

  	
   

  
	
   

  	
   

  
	
  HYDRAULIC, FUEL, WEIGHT & BALANCE

  	
   

  
	
   

  	
   

  
	
  AVIONICS SYSTEMS

  	
   

  
	
   

  	
   

  
	
  INSPECTOR RECORD

  	
   

  



 


167





















 


	
  AIRCRAFT SUMMARY as of

  	
   

  	
  (date):

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


 


	
  Aircraft Make

  	
   

  	
  Airbus Industries

  	
   

  	
  Model

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FUS No.

  	
   

  	
   

  	
   

  	
   

  	
  S/N

  	
   

  	
   

  
								



 


 


	
  MFG Date:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Current

  Registration:

  	
   

  	
  Country:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Previous

  Registration:

  	
   

  	
  Country:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Annual

  Utilization:

  	
   

  	
   

  	
   

  	
  Hour/Cycle
  Ratio:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Aircraft Time:

  	
  TAT (Hrs)

  	
   

  	
   

  	
  As of (date):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Aircraft Cycles:

  	
  TAC (Cyc)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Time Since Last AC@ or

  equivalent Check:

  	
  (Hrs)

  	
   

  	
   

  	
  (Cyc)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Time Since Last

  Structural Check:

  	
  (Hrs)

  	
   

  	
   

  	
  (Cyc)

  	
   

  	
   

  	
   

  
															



 


	
  Engine Make:

  	
   

  	
   

  	
  Model:

  	
   

  	
   

  	
  Thrust Rating:

  	
   

  



 


	
  Engine:

  	
   

  	
  1 S/N:

  	
   

  	
  2 S/N:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TSN: (Hrs)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CSN: (Cyc)

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


1





















 


IMPORTANT NOTE:  THE ENGINE SERIAL NUMBERS SPECIFIED ON THIS
REPORT REFLECT THE LESSOR OWNED ENGINE SERIAL NUMBERS.  IF THE ENGINE SERIAL NUMBERS ARE NOT
IDENTIFIED ON THIS REPORT, THEN PLEASE PROVIDE DATA FOR THE ENGINES ORIGINALLY
DELIVERED WITH THE AIRCRAFT (LESSOR OWNED ENGINES).


 


2





















 


MAINTENANCE PROGRAM GENERAL


 


	
  Aircraft Maintenance
  Program Provided By:

  	
  o Operator:

  	
  o Other:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Program Approved By
  Authority Of:

  	
  o FAA Approved

  	
  o Other:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Repair Station Providing
  Service:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Repair Station Number:

  	
   

  	
  o FAA Approved?

  	
  o Yes

  	
  o No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Primary Line Maintenance
  Provided By?:

  	
  o Operator

  	
  o Contract Service

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Reliability Controlled
  Maintenance Program?

  	
  o Yes

  	
  o No

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Component Tags Available
  For Controlled Components:

  	
  o Yes

  	
  o No

  	
   

  	
   

  	
   

  



 


	
   

  	
   

  	
  At Aircraft Delivery

  	
   

  	
  Currently Approved By

  Local Aviation Authority

  	
   

  	
  Currently

  Operated/Maintained

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ETOPS Qualification:

  	
   

  	
  Minutes

  	
   

  	
  Minutes

  	
   

  	
  Minutes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Auto Land Qualification:

  	
   

  	
  CAT
  I, II, IIIa, IIIb, IIIc

  	
   

  	
  CAT
  I, II, IIIa, IIIb, IIIc

  	
   

  	
  CAT
  I, II, IIIa, IIIb, IIIc

  
	
  (Circle one that applies)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


MAINTENANCE & INSPECTION PROGRAM DESCRIPTION


 


	
  Check

  	
   

  	
  Operator’s

  Nomenclature

  	
   

  	
  Calendar

  	
   

  	
  Frequency

  Hours

  	
   

  	
  Cycles

  	
   

  	
  Number of

  Phases

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  “C”

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


3





















 


	
  Check

  	
   

  	
  Operator’s

  Nomenclature

  	
   

  	
  Calendar

  	
   

  	
  Frequency

  Hours

  	
   

  	
  Cycles

  	
   

  	
  Number of

  Phases

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  “D@ or
  Structural Program

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


4





















 


MAINTENANCE & INSPECTION PROGRAM STATUS


 


	
   

  	
   

  	
  Phase or

  Equivalent

  	
   

  	
  Date

  	
   

  	
  Aircraft
  TAT

  	
   

  	
  Aircraft
  TAC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Next “C” Phase or
  Equivalent:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Last “C” Phase or
  Equivalent:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Time Remaining to Next
  Phase:

  	
   

  	
   

  	
   

  	
  (Days)

  	
   

  	
  (Hrs) 

  	
   

  	
  (Cyc)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Structural Cards Worked
  During Last “C” Phase?:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  o  Yes

  	
   

  	
  o  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CPCP Cards Worked During
  Last “C” Phase?:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  o  Yes

  	
   

  	
  o  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Next “D” Phase or
  Equivalent Structural:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Last “D” Phase or
  Equivalent Structural:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Time Remaining to Next
  Phase:

  	
   

  	
   

  	
   

  	
  (Days)

  	
   

  	
  (Hrs) 

  	
   

  	
  (Cyc)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CPCP Cards Worked During
  Last “D” Phase?:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  o  Yes

  	
   

  	
  o  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Next CPCP Phase:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Last CPCP Phase:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Time Remaining to Next
  Phase:

  	
   

  	
   

  	
   

  	
  (Days)

  	
   

  	
  (Hrs) 

  	
   

  	
  (Cyc)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date of Last ATC
  Transponder Test:

  	
   

  	
   

  	
   

  	
  #1

  	
   

  	
   

  	
   

  	
  #2

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date of Last Flight
  Recorder Check:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date of Last Aircraft
  Weighing:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
													



 


5





















 


LANDING GEAR


 


 


	
  MLG Tires:

  	
  (Size)

  	
   

  	
   

  	
  (MPH Rating)

  	
   

  	
   

  	
  (MFG)

  	
   

  
	
  NLG Tires:

  	
  (Size)

  	
   

  	
   

  	
  (MPH Rating)

  	
   

  	
   

  	
  (MFG)

  	
   

  



 


	
  Brake Manufacture:

  	
   

  	
  Type:

  	
  [  ] Steel

  	
  [  ] Carbon

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  LEFT MAIN :

  	
  P/N

  	
  S/N

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Agency Performing Service:

  	
   

  	
   

  	
   

  	
  Cert #

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Last Overhaul:

  	
  (Date)

  	
   

  	
   

  	
  (Hrs)

  	
   

  	
   

  	
  (Cyc)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Approved Overhaul
  Interval:

  	
  (Hrs)

  	
   

  	
   

  	
  (Cyc)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Time Since Last Overhaul:

  	
  (Hrs)

  	
   

  	
   

  	
  (Cyc)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Time Remaining to Next
  Overhaul:

  	
  (Hrs)

  	
   

  	
   

  	
  (Cyc)

  	
   

  
										



 


	
  RIGHT  MAIN  :

  	
  P/N

  	
  S/N

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Agency Performing Service:

  	
   

  	
   

  	
   

  	
  Cert #

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Last Overhaul:

  	
  (Date)

  	
   

  	
   

  	
  (Hrs)

  	
   

  	
   

  	
  (Cyc)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Approved Overhaul
  Interval:

  	
  (Hrs)

  	
   

  	
   

  	
  (Cyc)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Time Since Last Overhaul:

  	
  (Hrs)

  	
   

  	
   

  	
  (Cyc)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Time Remaining to Next
  Overhaul:

  	
  (Hrs)

  	
   

  	
   

  	
  (Cyc)

  	
   

  
										



 


	
  NOSE  MAIN  :

  	
  P/N

  	
  S/N

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Agency Performing Service:

  	
   

  	
   

  	
   

  	
  Cert #

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Last Overhaul:

  	
  (Date)

  	
   

  	
   

  	
  (Hrs)

  	
   

  	
   

  	
  (Cyc)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Approved Overhaul
  Interval:

  	
  (Hrs)

  	
   

  	
   

  	
  (Cyc)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Time Since Last Overhaul:

  	
  (Hrs)

  	
   

  	
   

  	
  (Cyc)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Time Remaining to Next
  Overhaul:

  	
  (Hrs)

  	
   

  	
   

  	
  (Cyc)

  	
   

  
										



 


6





















 


ENGINES


 


ENGINE MAINTENANCE PROGRAM


 


Engine Maintenance


Program Provided


	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Engine Condition

  	
  o Yes

  	
  o No

  	
   

  
	
  Monitoring Trend

  	
   

  	
   

  	
   

  
	
  Analysis Program?:

  	
   

  	
   

  	
   

  



 


	
  Engine Oil Type:

  	
   

  	
   

  



 


Engine(s)
operated at INCREASED or DECREASED Thrust Rating; Program limitations &
required Mods. to operate at designated thrust rating


 


	
   

  
	
   

  
	
   

  
	
   

  



 


7





















 


ENGINE SPECIFICATIONS


ENGINE NUMBER 1


 


 


	
  Engine Make:

  	
   

  	
   

  	
  Model:

  	
   

  	
    S/N:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date of Mfg:

  	
   

  	
   

  	
   

  	
  Total Time:

  	
  (Hrs)

  	
   

  	
   

  	
  (Cyc)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Time Since Last
  Performance Restoration Visit:

  	
   

  	
  (Visit Date)

  	
   

  	
  (Hrs)

  	
   

  	
   

  	
  (Cyc)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Time Since Last Shop
  Visit:

  	
   

  	
  (visit Date)

  	
   

  	
  (Hrs)

  	
   

  	
   

  	
  (Cyc)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Test Cell EGT Margin:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Work Scope of Last Shop
  Visit:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Agency Performing Service:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Agency FAA Approved?:

  	
   

  	
  o  Yes

  	
  o  No

  	
   

  	
  Cert. #:

  	
   

  	
   

  
													



 


	
  1st
  LIMITER*

  	
  Part Name:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Allowable Life/Insp Limit:

  	
   

  	
   

  	
  (Hrs)

  	
   

  	
   

  	
  (Cyc)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Total Component Time:

  	
   

  	
   

  	
  (Hrs)

  	
   

  	
   

  	
  (Cyc)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Time Remaining:

  	
   

  	
   

  	
  (Hrs)

  	
   

  	
   

  	
  (Cyc)

  	
   

  



 


	
  2nd
  LIMITER*

  	
  Part Name:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Allowable Life/Insp Limit:

  	
   

  	
   

  	
  (Hrs)

  	
   

  	
   

  	
  (Cyc)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Total Component Time:

  	
   

  	
   

  	
  (Hrs)

  	
   

  	
   

  	
  (Cyc)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Time Remaining:

  	
   

  	
   

  	
  (Hrs)

  	
   

  	
   

  	
  (Cyc)

  	
   

  



 










*Provide a copy of a current
Disk Sheet for all modules.


 


8





















 


ENGINE SPECIFICATIONS


ENGINE NUMBER 2


 


 


	
  Engine Make:

  	
   

  	
   

  	
  Model:

  	
   

  	
    S/N:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date of Mfg:

  	
   

  	
   

  	
   

  	
  Total Time:

  	
  (Hrs)

  	
   

  	
   

  	
  (Cyc)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Time Since Last
  Performance Restoration Visit:

  	
   

  	
  (Visit Date)

  	
   

  	
  (Hrs)

  	
   

  	
   

  	
  (Cyc)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Time Since Last Shop
  Visit:

  	
   

  	
  (Visit Date)

  	
   

  	
  (Hrs)

  	
   

  	
   

  	
  (Cyc)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Test Cell EGT Margin:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Work Scope of Last Shop
  Visit:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Agency Performing Service:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Agency FAA Approved?:

  	
   

  	
  o  Yes

  	
  o  No

  	
   

  	
  Cert. #:

  	
   

  	
   

  
													



 


	
  1st
  LIMITER*

  	
  Part Name:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Allowable Life/Insp Limit:

  	
   

  	
   

  	
  (Hrs)

  	
   

  	
   

  	
  (Cyc)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Total Component Time:

  	
   

  	
   

  	
  (Hrs)

  	
   

  	
   

  	
  (Cyc)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Time Remaining:

  	
   

  	
   

  	
  (Hrs)

  	
   

  	
   

  	
  (Cyc)

  	
   

  



 


	
  2nd
  LIMITER*

  	
  Part Name:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Allowable Life/Insp Limit:

  	
   

  	
   

  	
  (Hrs)

  	
   

  	
   

  	
  (Cyc)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Total Component Time:

  	
   

  	
   

  	
  (Hrs)

  	
   

  	
   

  	
  (Cyc)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Time Remaining:

  	
   

  	
   

  	
  (Hrs)

  	
   

  	
   

  	
  (Cyc)

  	
   

  



 










*Provide a copy of a current
Disk Sheet for all modules.


 


9





















 


AUXILIARY POWER UNIT


 


 


	
  APU Make:

  	
   

  	
   

  	
  Model:

  	
   

  	
    S/N:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date of Mfg:

  	
   

  	
   

  	
  Total Time:   (Hrs)

  	
   

  	
   

  	
  (Cyc)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  APU Times Are Recorded By:

  	
   

  	
  o APU Clock or o A/C

  	
   

  	
  Ratio

  	
  :

  
											



 


	
   

  	
   

  	
   

  	
   

  	
  Time

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Time Between Overhaul:

  	
   

  	
   

  	
   

  	
  (Hrs)

  	
   

  	
   

  	
  (Cyc)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Time @ Last Hot
  Section Refurbishment:

  	
  (Date)

  	
   

  	
   

  	
  (Hrs)

  	
   

  	
   

  	
  (Cyc)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Time @ Last Overhaul:

  	
  (Date)

  	
   

  	
   

  	
  (Hrs)

  	
   

  	
   

  	
  (Cyc)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Time @ Last Shop Visit:

  	
  (Date)

  	
   

  	
   

  	
  (Hrs)

  	
   

  	
   

  	
  (Cyc)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Work Scope:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Agency Performing Service:

  	
   

  	
  Location:

  	
   

  	
   

  	
  Cert. #:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Agency FAA Approved?:

  	
  o  Yes

  	
  o  No

  	
  APU Oil Type:

  	
   

  	
   

  
																				



 


 


	
  1st
  LIMITER*

  	
  Part Name:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Allowable Life/Insp Limit:

  	
   

  	
   

  	
  (Hrs)

  	
   

  	
   

  	
  (Cyc)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Total Component Time:

  	
   

  	
   

  	
  (Hrs)

  	
   

  	
   

  	
  (Cyc)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Time Remaining:

  	
   

  	
   

  	
  (Hrs)

  	
   

  	
   

  	
  (Cyc)

  	
   

  



 


	
  2nd
  LIMITER*

  	
  Part Name:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Allowable Life/Insp Limit:

  	
   

  	
   

  	
  (Hrs)

  	
   

  	
   

  	
  (Cyc)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Total Component Time:

  	
   

  	
   

  	
  (Hrs)

  	
   

  	
   

  	
  (Cyc)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Time Remaining:

  	
   

  	
   

  	
  (Hrs)

  	
   

  	
   

  	
  (Cyc)

  	
   

  



 


10





















 


PASSENGER CABIN CONFIGURATION


 


SEATING
CONFIGURATION


 


	
  Present Configuration Occupancy:

  	
   

  	
   

  	
  No. of Handicap Seats Installed:

  	
   

  



 


	
  Passenger Exit Door Configuration:

  	
   

  



 


	
  Air Stairs:

  	
  Installed / Partial Provision/ Full Provision (Circle One)

  



 


FIRST CLASS


 


	
  Pax Qty:

  	
   

  	
      Seat Mfg:

  	
   

  	
     Model:

  	
   

  	
    P/N:

  	
   

  



 


	
  Seats Fireblocked?

  	
  o  Yes                   o  No

  	
  Color:

  	
   

  



 


	
  16 G Seat
  Installation:                 o   Yes                      o  No

  



 


BUSINESS CLASS


 


	
  Pax Qty:

  	
   

  	
      Seat Mfg:

  	
   

  	
     Model:

  	
   

  	
    P/N:

  	
   

  



 


	
  Seats Fireblocked?

  	
  o  Yes                   o  No

  	
  Color:

  	
   

  



 


	
  16 G Seat
  Installation:                 o   Yes                      o  No

  



 


COACH CLASS


 


	
  Pax Qty:

  	
   

  	
      Seat Mfg:

  	
   

  	
     Model:

  	
   

  	
    P/N:

  	
   

  



 


	
  Seats Fireblocked?

  	
  o  Yes                   o  No

  	
  Color:

  	
   

  



 


	
  16 G Seat
  Installation:                 o   Yes                      o  No

  



 


	
  Provisions for Life Vests Under Seats?:

  	
  o  Yes

  	
     o  No

  



 


	
  Entertainment Controls(PCU) Installed?:

  	
  o  Yes

  	
     o  No

  



 


	
  Manufacturer:

  	
   

  	
   

  	
  Part Number:

  	
   

  



 


11





















 


	
  Emergency Escape Path
  Lighting:

  	
  o  Floor Mounted

  	
   

  	
  o  Seat Mounted

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Configuration Drawing Number:

  	
   

  	
   

  	
  Source:

  	
   

  
						



 


	
  Engineering Order / Installation Document:

  	
   

  



 


	
  Installation FAA Approved?:

  	
  o  Yes

  	
  o  No

  	
   

  	
  Method of Approval:

  	
   

  



 


12





















 


GALLEY PROVISIONS


 


 


GALLEY’s ARE (Check
one):          o
Atlas Standard          o
KSSU Standard          o Other


 


	
   

  	
   

  	
  GALLEY

  LOCATION

  	
   

  	
  MANUFACTURER

  	
   

  	
  MODEL NUMBER

  	
   

  	
  PART NUMBER

  	
   

  	
  EQUIPPED

  WaterPower

  	
   

  
	
  1.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [    ]

  	
  [    ]

  	
   

  
	
  2.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [    ]

  	
  [    ]

  	
   

  
	
  3.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [    ]

  	
  [    ]

  	
   

  
	
  4.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [    ]

  	
  [    ]

  	
   

  
	
  5.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [    ]

  	
  [    ]

  	
   

  
	
  6.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [    ]

  	
  [    ]

  	
   

  
	
  7.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [    ]

  	
  [    ]

  	
   

  
	
  8.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [    ]

  	
  [    ]

  	
   

  
	
  9.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [    ]

  	
  [    ]

  	
   

  
	
  10.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [    ]

  	
  [    ]

  	
   

  



 


NOTE:  Galley Locations per Spec or LOPA drawing
i.e., G1, G2 etc.


Galley
Location numbers above correspond to the numbers below.


 


	
   

  	
   

  	
  OVENS

  	
   

  	
  GALLEY

  INSERTS

  	
   

  	
  REFER

  UNITS

  	
   

  	
  CHILLERS

  	
   

  	
  COFFEE

  MAKERS

  	
   

  	
  WATER

  BOILERS

  	
   

  	
  HOT

  JUGS

  	
   

  	
  HOT

  CUPS

  	
   

  	
  BEV

  JUGS

  	
   

  
	
  1.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


13





















 


LAVOTORIES


 


 


	
  Number of Lavatories:

  	
   

  	
    Handicap Provisions?:

  	
   

  	
  o  Yes

  	
  o  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Locations:

  	
   

  	
   

  	
   

  	
   

  



 


IN-FLIGHT
AUDIO & ENTERTAINMENT SYSTEM


 


 


	
  Boarding Music:

  	
   

  	
  o  Yes

  	
   

  	
  o  No

  
	
  Auto Evac & Warning:

  	
   

  	
  o  Yes

  	
   

  	
  o  No

  
	
  Pre-Recorded Announcement:

  	
   

  	
  o  Yes

  	
   

  	
  o  No

  
	
  Passenger Entertainment (Audio):

  	
   

  	
  o  Yes

  	
   

  	
  o  No

  
	
  Passenger Entertainment (Video):

  	
   

  	
  o  Yes

  	
   

  	
  o  No

  



 


	
  VTR Format:

  	
   

  	
  o  VHS

  	
   

  	
  oHi-8

  	
   

  	
  o  Other

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  o  Projector 

  	
   

  	
  o  PSU Monitor

  	
   

  	
  o  Isle Monitor

  	
   

  	
  o  In-Seat

  
	
  (Check All That Apply)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Passenger En-Route Information Display:

  	
   

  	
  o  Yes

  	
  o  No

  



 


	
  Telephone:

  	
   

  	
  o  Yes

  	
  o  No

  	
  o  Leased

  	
  o  Owned

  	
   

  	
  Satellite:

  	
   

  	
  o  Yes

  	
   

  	
  o  No

  



 


CARGO
COMPARTMENT


 


 


	
  Cargo Loading System Installed:

  	
   

  	
  o  Yes

  	
   

  	
  o  No

  
	
  Smoke\Fire Detection System installed:

  	
   

  	
  o  Yes

  	
   

  	
  o  No

  
	
  Fire Suppression System installed:

  	
   

  	
  o  Yes

  	
   

  	
  o  No

  



 


14





















 


INTERIOR
COLORS


 


 


	
  Interior Color Scheme:

  	
   

  	
   

  	
  Carpets:

  	
   

  	
   

  	
  Curtains:

  	
   

  



 


PLACARDS
& LIGHTED SIGNS


 


 


	
  English?:

  	
   

  	
  o  Yes

  	
   

  	
  o  No

  	
   

  	
  Bi-Lingual?:

  	
   

  	
  o  Yes

  	
   

  	
  o  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  First Language:

  	
   

  	
   

  	
   

  	
  Second Language:

  	
   

  	
   

  



 


15





















 


HYDRAULIC SYSTEM


 


 


	
  Type of Hydraulic Fluid Used:

  	
   

  	
   

  	
  (MFG):

  	
   

  



 


FUEL SYSTEM


 


 


	
  Total Fuel Capacity:

  	
   

  	
    U.S. gallons

  	
   

  	
    o lbs or o kilos

  



 


	
  Number of Tanks:

  	
   

  	
    Auxiliary Tanks Installed?:

  	
  o Yes  o No

  



 


	
  Auxiliary Tank Capacity:

  	
   

  	
   

  	
  U.S. gallons

  	
   

  	
    o lbs or o kilos

  



 


	
  Fuel Instrumentation / Calibration:

  	
  o  U.S. pounds

  	
  o  kilograms

  



 


WEIGHT & BALANCE


 


 


	
  Has Aircraft Been Modified For Increased Gross Weight by Current
  Lessee?:

  	
  o Yes

  	
  o No

  



 


	
  From

  	
   

  	
    MTOGW

  	
  To

  	
   

  	
   

  	
  MTOGW

  



 


	
  Weight & Balance Manual Document No.:

  	
   

  	
    Rev:

  	
   

  	
   

  



 


For the below weights specify AFM approved
limits:


 


	
   

  	
   

  	
   

  	
  POUNDS

  	
   

  	
  KILOS

  	
   

  
	
  Maximum Takeoff Gross Weight:

  	
  (MTOGW)

  	
   

  	
   

  	
  /

  	
   

  	
   

  
	
  Maximum Taxi Weight:

  	
  (MTW)

  	
   

  	
   

  	
  /

  	
   

  	
   

  
	
  Maximum Landing Weight:

  	
  (MLW)

  	
   

  	
   

  	
  /

  	
   

  	
   

  
	
  Manufacturer’s Empty Weight:

  	
  (MEW)

  	
   

  	
   

  	
  /

  	
   

  	
   

  
	
  Maximum Zero Fuel Weight:

  	
  (MZFW)

  	
   

  	
   

  	
  /

  	
   

  	
   

  
	
  Operational Empty Weight:

  	
  (OEW)

  	
   

  	
   

  	
  /

  	
   

  	
   

  



 


16





















 


AVIONICS SYSTEMS


 


 


22  AUTO FLIGHT


 


	
  QTY

  	
   

  	
  COMPONENT

  	
   

  	
  MANUFACTURER

  	
   

  	
  MODEL or PART

  NUMBER

  	
   

  
	
   

  	
   

  	
  FMGC - Flight Management &
  Guidance Computer:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FAC - Flight Augmentation Computer:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FCU - Flight Control Unit:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MCDU - Multipurpose Control Display Unit:

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


23  COMMUNICATIONS


 


	
  QTY

  	
   

  	
  COMPONENT

  	
   

  	
  MANUFACTURER

  	
   

  	
  MODEL or PART

  NUMBER

  	
   

  
	
   

  	
   

  	
  CIDS Director - Cabin Intercommunications
  Data System

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HF Transceiver:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  VHF Transceiver:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Cockpit Voice Recorder:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PRAM Tape Reproducer (Pre-Recorded PAX
  Address):

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MPES Tape Reproducer (Audio Entertainment):

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Tape Reproducer (Video Entertainment):

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Audio management unit/SELCAL Decoder:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ACARS Management Unit:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  RMP - Radio Management Panel:

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


17





















 


27
FLIGHT CONTROL COMPUTER


 


	
  QTY

  	
   

  	
  COMPONENT

  	
   

  	
  MANUFACTURER

  	
   

  	
  MODEL or PART

  NUMBER

  	
   

  
	
   

  	
   

  	
  ELAC - Elevator/Aileron Computer:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SFCC - Slat/flap Control Computer:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SEC - Spoiler/Elevator Computer:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FCDC - Flight Control Data Concentrator:

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


31  INDICATING AND RECORDING


 


	
  QTY

  	
   

  	
  COMPONENT

  	
   

  	
  MANUFACTURER

  	
   

  	
  MODEL or PART

  NUMBER

  	
   

  
	
   

  	
   

  	
  Multifunction Printer:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DFDR - Flight Data Recorder:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FDIU - Digital Flight Data Interface Unit:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Accelerometer:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FWC - Flight Warning Computers:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Windshear Activated:

  	
   

  	
  o Yes     o
  No

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  QAR - Quick Access Recorder:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AIDS - Aircraft Integrated Data System:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ELECTRONIC INSTRUMENT SYSTEM (EIS)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PFD - Primary Flight Display:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ND - Navigation Display:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SDACS - System Data Acquisition
  Concentrators:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Display Management Computers:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EWD - Engine/Warning Display:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SD - System Display:

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


18





















 


	
  QTY

  	
   

  	
  COMPONENT

  	
   

  	
  MANUFACTURER

  	
   

  	
  MODEL or PART

  NUMBER

  	
   

  
	
   

  	
   

  	
  CFDIU - Centralized Fault Display
  Interface:

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


34  NAVIGATION


 


	
  QTY

  	
   

  	
  COMPONENT

  	
   

  	
  MANUFACTURER

  	
   

  	
  MODEL or PART

  NUMBER

  	
   

  
	
   

  	
   

  	
  ADIRU - Air Data/Inertial Reference System:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DME - Distance Measuring Equipment
  Interrogators:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  VHF VOR/Marker Beacon Receiver:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  VHF ILS Receiver:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DDRMI - Digital Distance & Radio
  Magnetic Indicator:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Radio Altimeter Transceiver:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Weather Radar Transceiver:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TCAS - Traffic Alert and Collision
  Avoidance System Computer:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ATC - Air Traffic Control System
  Transponder:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Microwave Landing Receiver:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GPWS - Ground Proximity Warning System:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ADF - Automatic Direction Finder Receiver:

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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INSPECTOR RECORD


 


 


	
  INSPECTED BY:

  	
   

  	
   

  	
    DATE:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  OPERATOR:

  	
   

  	
   

  	
    REGISTERED OWNER:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ADDRESS OF OPERATOR:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CONTACT

  (Name/Title):

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TELEPHONE:

  	
   

  	
   

  	
   

  	
  TELEFAX:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Email Address:

  	
   

  	
   

  	
   

  
											



 


	
  Department Contact

  	
   

  	
  Name

  	
   

  	
  Phone

  	
   

  	
  Fax

  	
   

  	
  Email

  	
   

  
	
  Quality Control:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Power Plant Engineering:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Maintenance Programs/Planning:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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