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agreement_33.md | (b)The Policy will provide: (i) that Lessee and its affiliates and each of their respective members, managers, shareholders, officers, directors, partners, employees, agents, licensees and guests are designated as additional insureds (without responsibility for premiums) with respect to the liability coverage; (ii) that the insurer waives any right of set-off and any right of subrogation against any of the additional insureds; (iii) that no cancellation or substantial change in coverage of or failure to renew the Policy shall be effective as to the additional insureds for thirty (30) days (seven (7) days, in the case of war risk or allied perils) after receipt by Lessee of written notice from the insurer of any such cancellation or substantial change in coverage of the policy; (iv) that all coverages will be primary, not subject to any co-insurance clause, not contributory or subject to offset with respect to any other policies in force; (v) for a severability of interest clause providing that the Policy will operate in the same manner to give each insured the same protection as if there were a separate policy issued to each insured except for the limit of liability; and (vii) that the “Territory” section will provide Worldwide Coverage.
(c)On or before the date hereof, Lessor will provide Lessee with a certificate of insurance evidencing all coverages in compliance with the requirements of this Lease. | 1500 |
agreement_33.md | 10.Maintenance. Lessor shall, at its sole cost and expense, (i) enroll or cause the Aircraft to be enrolled on a Federal Aviation Administration (“FAA”) approved or manufacturer-recommended maintenance and inspection program under Part 91 of the FARs, and (ii) maintain or cause the Aircraft to be maintained in accordance with the requirements of the approved maintenance and inspection program and all applicable FAA regulations. No period of maintenance, preventive maintenance or inspection shall be delayed or postponed for the purpose of scheduling the Aircraft, unless said maintenance or inspection can be safely conducted at a later time in compliance with all applicable laws and regulations. Lessor represents and warrants that, at all times during the Term, the Aircraft will be in airworthy condition and current on the approved maintenance program. Lessee shall be responsible for obtaining letters of authorization in its own name as operator of the Aircraft for operations within RVSM, use of a MEL, or any other operator specific authorization required for Lessee’s operation of the Aircraft.
11.Default. In addition to the termination rights set forth in Section 12, the non-defaulting party shall have the right to terminate this Lease immediately (without prejudice to any other rights that such party may have) upon written notice to the defaulting party in the event of any one or more of the following events of default:
4 | 1501 |
agreement_33.md | (i)failure of the defaulting party to make payments due hereunder within ten (10) days following notice from the non-defaulting party that such payment was not timely made when due;
(ii)except as provided in Section 11(iii) - (vii), violation or default of any material term, obligation or condition of a non-monetary nature set forth in this Lease, together with a failure to cure within ten (10) days after receipt of written notice of such violation;
(iii)if Lessee operates or maintains the Aircraft in violation of any law, regulation, directive or order of any governmental authority or in violation of any provision of any insurance policy contemplated by this Lease, unless such violation can reasonably be cured, in which case Lessee shall have failed to cure such violation within ten (10) days after receipt of written notice thereof;
(iv)if any representation or warranty made in this Lease by a party is or becomes false, misleading or incorrect in any material respect;
(v)lapse of insurance coverage required to be kept in force hereunder;
(vi)if a party shall make a general assignment for the benefit of creditors, or be declared insolvent or bankrupt under any bankruptcy, insolvency or other similar law, or commence a voluntary proceeding seeking liquidation, reorganization or other relief under any such law or seeking the appointment of a receiver or liquidator over any substantial portion of its respective assets;
(vii)assignment by a party of this Lease, except as permitted under Section 22, or any right or interest created hereunder without the prior written consent of the other party; | 1502 |
agreement_33.md | (viii)Lessee incurs, causes, permits, consents to, or there arises due to Lessee’s actions or failure to act, the creation, attachment, filing or registration of any lien, mortgage, security interest or other charge or encumbrance or claim or right of others against the Aircraft, other than the creation and attachment of statutory liens for operating costs related to Lessee Flights that arise in the ordinary course of business and that are not perfected by filing or registration against the Aircraft or the lienor asserting or retaining possession of or seizing or arresting the Aircraft.
(ix)Lessee fails to execute reasonable and customary documentation required by the Lessor to finance or continue financing of the Aircraft. Lessee knowingly operates the Aircraft in a location or manner that violates the terms of an Aircraft Loan and Security Agreement as provided by the Lessor.(x)Lessee knowingly operates the Aircraft in or above a war or conflict zone.
12.Term. The term of this Lease (including as it may be extended pursuant to the terms hereof, the “Term”) shall commence on the date hereof and, unless terminated in accordance with the provisions hereof, shall remain in full force and effect for an initial term ending on June 30, 2019 and thereafter shall automatically renew for successive one-year terms unless either party provides written notice not less than 30 days prior to the expiration of the current term. Notwithstanding the foregoing, (a) Lessor shall have the right to terminate this Lease immediately upon the sale of the Aircraft and (b) either party shall have the right to terminate this Lease (i) upon breach of the terms of this Lease by the other party as provided in Section 11, or (ii) for any reason or no reason by written notice given to the other party not less than ten (10) days prior to the proposed termination date. | 1503 |
agreement_33.md | 13.Remedies on Default or Termination. In the event of a termination of this Lease, whether as a result of a default or the expiration of its Term, Lessee shall immediately cease its use of the Aircraft
5 | 1504 |
agreement_33.md | and return the Aircraft and all records pertaining thereto to the custody of Lessor or its agents or representatives as set forth herein at such airport as Lessor and Lessee may agree. Not later than thirty (30) days after the termination of this Lease, a full accounting shall be made between Lessee and Lessor and all accounts settled between the parties. In no event shall any termination affect the rights and obligations of the parties arising prior to the effective date of such termination. Without prejudice to or limitation or modification of the other provisions of this Lease, in no event shall either party be liable to the other for damages relating to the loss of use of the Aircraft after the date of termination of this Lease, due to default or expiration of the Term or otherwise.
14.Cross Indemnities; LIMITATION ON LIABILITY.
(a)Without limiting their respective obligations hereunder, each party (in each case, the “Indemnitor”) hereby indemnifies and holds harmless the other party and its affiliates and their respective officers, directors, partners, employees, shareholders, members and managers (in each case, collectively, the “Indemnitee”) for any claim, damage, loss, or reasonable expense, including reasonable attorneys’ fees (an “Indemnified Loss”), resulting from bodily injury or property damage arising out of the ownership, maintenance or use of the Aircraft which results from the gross negligence or willful misconduct of such party; provided, however, that neither party will be liable for any Indemnified Loss to the extent:
(i)Such loss is covered by the insurance policies described in Section 9 (the “Policies”);
(ii)Such loss is covered by the Policies but the amount of such loss exceeds the policy limits specified by Lessor; | 1505 |
agreement_33.md | (ii)Such loss is covered by the Policies but the amount of such loss exceeds the policy limits specified by Lessor;
(iii)Such loss consists of expenses incurred in connection with any loss covered in whole or in part by the Policies but such expenses are not fully covered by the Policies; or
(iv)Such loss is caused by the gross negligence or willful misconduct of the Indemnitee.
(b)Each party agrees to look to the insurance required to be maintained under Section 9 prior to seeking indemnification from the other party hereunder. | 1506 |
agreement_33.md | (c)LIMITATION ON LIABILITY. EACH PARTY ACKNOWLEDGES AND AGREES THAT: (I) THE PROCEEDS OF INSURANCE TO WHICH IT IS ENTITLED; (II) ITS RIGHTS TO INDEMNIFICATION FROM THE OTHER PARTY UNDER SECTIONS 14(a) and 17; AND (III) ITS RIGHT TO DIRECT DAMAGES ARISING IN CONTRACT FROM A BREACH OF THE OTHER PARTY’S OBLIGATIONS UNDER THIS LEASE; ARE THE SOLE REMEDIES FOR ANY DAMAGE, LOSS, OR EXPENSE ARISING OUT OF THIS LEASE OR THE TRANSACTIONS CONTEMPLATED HEREBY. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 14(c), EACH PARTY WAIVES ANY RIGHT TO RECOVER ANY DAMAGE, LOSS OR EXPENSE ARISING OUT OF THIS LEASE OR THE TRANSACTIONS CONTEMPLATED HEREBY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR OR HAVE ANY DUTY FOR INDEMNIFICATION OR CONTRIBUTION TO THE OTHER PARTY FOR ANY CLAIMED INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY DAMAGES FOR LOSS OF USE, REVENUE, PROFIT, BUSINESS OPPORTUNITIES AND THE LIKE, OR FOR DEPRECIATION OR DIMINUTION IN VALUE OF THE AIRCRAFT OR INSURANCE DEDUCTIBLE, EVEN IF THE PARTY HAD BEEN ADVISED, OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING IN THIS LEASE TO THE CONTRARY, NEITHER PARTY SHALL
6 | 1507 |
agreement_33.md | HAVE ANY LIABILITY TO THE OTHER PARTY FOR ITS PERFORMANCE OR FAILURE TO PERFORM ANY OF ITS OBLIGATIONS UNDER THIS LEASE (INCLUDING, WITHOUT LIMITATION, IN THE CASE OF ITS NEGLIGENCE) EXCEPT IN THE CASE OF ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.(d)The provisions of this Section 14 shall survive the termination or expiration of this Lease.
15.Notices. All notices or other communications delivered or given under this Lease shall be in writing and shall be deemed to have been duly given if hand-delivered, sent by certified or registered mail, return receipt requested, or nationally-utilized overnight delivery service, Portable Document Format (“PDF”) or confirmed facsimile transmission, as the case may be. Such notices shall be addressed to the parties at the addresses set forth above, or to such other address as may be designated by any party in a writing delivered to the other in the manner set forth in this Section 15. Notices sent by certified or registered mail shall be deemed received three (3) business days after being mailed. All other notices shall be deemed received on the date delivered. Routine communications may be made by e-mail to Lessor at officer@dfollc.com and to Lessee at joseph.yospe@msg.com or fax to Lessor at (516) 226-1155 and to Lessee at (212) 465-6148.
16.Relationship of Parties. The relationship of the parties created by this Lease is strictly that of lessor and lessee. Nothing in this Lease is intended, nor shall it be construed so as, to constitute the parties as partners or joint venturers or as principal and agent. | 1508 |
agreement_33.md | 17.Taxes. Lessor shall pay all taxes, assessments and charges imposed by any Federal, state, municipal or other public authority upon or relating to the ownership of the Aircraft during the Term (other than any taxes, fines or penalties imposed upon Lessor as a result of a breach of this Lease by Lessee). Lessee shall pay all taxes, assessments, and charges imposed by any Federal, state, municipal or other public authority upon or relating to the rental, use or operation of the Aircraft by Lessee during the Lease Periods (including any sales or use tax imposed by the State of New York on any lease payment hereunder), other than income taxes of Lessor. Lessee shall also be liable for any federal excise tax imposed under Internal Revenue Code Section 4261 if such tax is applicable to any or all amounts paid (or deemed to be paid) by Lessee to Lessor hereunder. Lessee shall pay such tax to Lessor within thirty (30) days after receipt of Lessor’s written invoice therefor. Each party agrees to indemnify and hold the other harmless against any and all liabilities, costs and expenses (including attorneys’ fees) resulting from a breach of its respective undertaking hereunder.
18.Governing Law. This Lease shall be governed by and construed in accordance with the laws of the State of New York, determined without regard to its conflicts of laws principles. If any provision of this Lease conflicts with any statute or rule of law of the State of New York or is otherwise unenforceable, such provision shall be deemed null and void only to the extent of such conflict or unenforceability and shall be deemed separate from and shall not invalidate any other provision of this Lease. | 1509 |
agreement_33.md | 19.Venue. Any legal action, suit or proceeding arising out of or relating to this Lease or the transactions contemplated hereby may be instituted in any state or federal court in the State of New York. Each party waives any objection which such party may now or hereinafter have to the laying of the venue in New York County, New York in any such action, suit or proceeding, and irrevocably submits to the jurisdiction of any such court in any such action, suit or proceeding.
20.Amendment. This Lease shall not be modified or amended or any provision waived except by an instrument in writing signed by authorized representatives of the parties.
21.Counterparts. This Lease may for all purposes be executed in several counterparts, each of
7 | 1510 |
agreement_33.md | which shall be deemed an original, and all such counterparts, taken together, shall constitute the same instrument, even though all parties may not have executed the same counterpart of this Lease. Each party may transmit its signature by confirmed facsimile or PDF transmission, and such signatures shall have the same force and effect as an original signature.
22.Successors and Assigns; Third-Party Beneficiaries. Neither party shall have the right to assign this Lease without the prior written consent of the other party; provided, however, that (i) Lessor shall have the right, upon notice to Lessee, to assign this Lease to any other direct or indirect wholly-owned subsidiary of Lessor provided any such assignments hereunder and the resulting ownership and operational structure are consistent with applicable FARs, and (ii) Lessee shall have the right, upon notice to Lessor, to assign this Lease to any entity controlling, controlled by, or under common control with, The Madison Square Garden Company. This Lease shall be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns, and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns. This Lease shall not be construed to create any third-party beneficiary rights in any person not a party hereto (or a successor to or permitted assign of any such party).
23.Integration. This Lease sets forth the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all other agreements, understandings, communications, representations or negotiations, whether oral or written, between the parties with respect to the lease of the Aircraft. There are no other agreements, representations or warranties, whether oral or written, express or implied, relating to the lease of the Aircraft that are not expressly set forth in this Lease. | 1511 |
agreement_33.md | 24.Legal Fees and Other Costs and Expenses. In the event of any dispute, litigation or arbitration between the parties with respect to the subject matter of this Lease, the unsuccessful party to such dispute, litigation or arbitration shall pay to the successful party all costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred therein by the successful party, all of which shall be included in and as a part of the judgment or award rendered in such dispute, litigation or arbitration. For purposes of this Lease, the term “successful party” shall mean the party which achieves substantially the relief sought, whether by judgment, order, settlement or otherwise.
25.WAIVER OF JURY TRIAL. EACH PARTY HEREBY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHTS TO A JURY TRIAL IN ANY ACTION, SUIT OR PROCEEDING RELATING TO, ARISING UNDER OR IN CONNECTION WITH THIS LEASE AND ANY OTHER DOCUMENT, AGREEMENT OR INSTRUMENT EXECUTED AND/OR DELIVERED IN CONNECTION WITH THE FOREGOING.
26.TRUTH IN LEASING. TRUTH IN LEASING STATEMENT UNDER SECTION 91.23 OF THE FEDERAL AVIATION REGULATIONS:(a)LESSOR HEREBY CERTIFIES THAT THE AIRCRAFT HAS BEEN MAINTAINED AND INSPECTED UNDER FAR PART 91 DURING THE 12-MONTH PERIOD PRECEDING THE DATE OF EXECUTION OF THIS LEASE. THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER FAR PART 91 FOR ALL OPERATIONS TO BE CONDUCTED DURING LEASE PERIODS UNDER THIS LEASE.
(b)LESSEE HEREBY CERTIFIES THAT IT IS RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT DURING ALL LEASE PERIODS UNDER THIS LEASE. | 1512 |
agreement_33.md | (c)EACH OF LESSOR AND LESSEE CERTIFIES THAT IT UNDERSTANDS ITS RESPONSIBILITIES FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION
8 | 1513 |
agreement_33.md | REGULATIONS.
(d)EACH OF LESSOR AND LESSEE UNDERSTANDS THAT AN EXPLANATION OF THE FACTORS BEARING ON OPERATIONAL CONTROL AND THE PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE.
Instructions for Compliance with “Truth In Leasing” Requirements are attached hereto as Schedule 2.(SIGNATURE PAGE FOLLOWS)
9
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IN WITNESS WHEREOF, the parties hereto have executed this Aircraft Dry Lease Agreement this 6th day of May, 2019, effective as of the date first written above.
LESSOR:
BRIGHID AIR, LLC
By: /s/ Dennis H. Javer Name: Dennis H. JaverTitle: Vice President
LESSEE:
MSG SPORTS & ENTERTAINMENT, LLC
By: /s/ Victoria M. Mink Name: Victoria M. MinkTitle: EVP & Chief Financial Officer
10
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SCHEDULE 1
Rent per block hour: $3,045
S- 1 | 1514 |
agreement_33.md | SCHEDULE 1
Rent per block hour: $3,045
S- 1
---
SCHEDULE 2INSTRUCTIONS FOR COMPLIANCE WITH “TRUTH IN LEASING” REQUIREMENTS1.Mail a copy of this Lease to the following address via certified mail, return receipt requested, immediately upon execution of this Lease (14 C.F.R. 91.23 requires that the copy be sent within twenty-four (24) hours after it is signed):
Federal Aviation Administration Aircraft Registration Branch ATTN: Technical SectionP.O. Box 25724Oklahoma City, Oklahoma 731252.Telephone or fax the nearest Flight Standards District Office at least forty-eight (48) hours prior to the first flight made under this Lease.
| | |
| --- | --- |
| | |
| 3. | Carry a copy of this Lease in the Aircraft at all times when the Aircraft is being operated under this Lease. |
S- 2 | 1515 |
agreement_34.md | EX-99.1
2
brhc10024438\_ex99-1.htm
EXHIBIT 99.1 | 1516 |
agreement_34.md | Exhibit 99.1
Fly Leasing Reports First Quarter 2021 Financial Results
Dublin, Ireland, May 13, 2021 – Fly
Leasing Limited (NYSE: FLY) (“FLY”), a global leader in aircraft leasing, today announced its financial results for the first quarter of 2021.
Highlights
| | | |
| --- | --- | --- |
| | • | Signed merger agreement to be acquired by Carlyle Aviation for $17.05 per share |
| | | |
| --- | --- | --- |
| | • | Total revenues of $80.9 million |
| | | |
| --- | --- | --- |
| | • | Net loss of $3.4 million, $0.11 per share |
| | | |
| --- | --- | --- |
| | • | Unrestricted cash and cash equivalents of $117.2 million |
| | | |
| --- | --- | --- |
| | • | $157 million net book value of unencumbered assets | | 1517 |
agreement_34.md | "The pending acquisition of FLY by an affiliate of Carlyle Aviation Partners is on track and is expected to close in the third quarter,” said Colm Barrington, CEO of FLY. “We believe that
this transaction represents strong value for FLY shareholders with the per share cash consideration representing a premium of nearly 30% to FLY’s closing price on March 26, 2021, the last trading day prior to the merger announcement."
“In the quarter, FLY’s revenues and net income were again adversely impacted by the global pandemic,” added Barrington. “While we are seeing improvements in some sectors of the global airline industry, particularly in
U.S. and Chinese domestic traffic, there are still large parts of the world where COVID-19 is surging and both domestic and international air traffic is at a virtual standstill due to continuing travel restrictions. It now appears likely that it will
be well into 2022 before global air traffic returns towards 2019 levels.”
Financial Results
FLY is reporting a net loss of $3.4 million, or $0.11 per share, for the first quarter of 2021. This compares to net income of $38.1 million, or $1.24 per share, for the same
period in 2020. During the first quarter of 2021, FLY recognized $5.9 million of costs associated with the pending transaction with Carlyle Aviation (see below under "Merger").
Adjusted Net Income (Loss)
Adjusted Net Loss was $1.4 million for the first quarter of 2021, compared to Adjusted Net Income of $43.6 million for the same period in the previous year. On a per share basis, Adjusted Net Loss was $0.04 in the
first quarter of 2021, compared to Adjusted Net Income of $1.42 for the first quarter of 2020. | 1518 |
agreement_34.md | A reconciliation of Adjusted Net Income to net income determined in accordance with GAAP is shown below. | 1519 |
agreement_34.md | Financial Position
At March 31, 2021, FLY’s total assets were $3.1 billion, including investment in flight equipment totaling $2.8 billion. Total cash at March 31, 2021 was $151.2 million, of which $117.2 million was unrestricted. At
March 31, 2021, FLY's net debt to equity ratio was 2.2x, reduced from 2.3x as of December 31, 2020.
Merger
FLY announced on March 29, 2021 that it had entered into a definitive agreement to be acquired by an affiliate of Carlyle Aviation Partners (“Carlyle Aviation”), the commercial aviation investment and servicing arm
within The Carlyle Group’s $56 billion Global Credit platform. Under the terms of the Merger Agreement, FLY shareholders will receive $17.05 per share in cash, representing a total equity valuation of approximately $520 million. The total enterprise
value of the transaction is approximately $2.36 billion. The transaction is expected to close in the third quarter of 2021 and is subject to customary closing conditions, including applicable regulatory clearance and the approval of FLY’s
shareholders. Given the pending transaction, FLY will not host a first quarter earnings call.
Aircraft Portfolio
At March 31, 2021, FLY had 84 aircraft and seven engines in its portfolio. FLY's aircraft and engines are on lease to 36 airlines in 22 countries. The table below does not include the engines. | 1520 |
agreement_34.md | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| Portfolio at | | Mar. 31, 2021 | | | Dec. 31, 2020 | |
| | | Number | | | % of Net Book
Value | | | Number | | | % of Net Book
Value | |
| Airbus A320ceo Family | | | 32 | | | | 28 | % | | | 32 | | | | 28 | % |
| Airbus A320neo Family | | | 1 | | | | 2 | % | | | 1 | | | | 2 | % |
| Airbus A330 | | | 3 | | | | 2 | % | | | 3 | | | | 2 | % |
| Boeing 737NG | | | 40 | | | | 39 | % | | | 40 | | | | 39 | % |
| Boeing 737 MAX | | | 2 | | | | 3 | % | | | 2 | | | | 3 | % |
| Boeing 777-LRF | | | 2 | | | | 11 | % | | | 2 | | | | 11 | % | | 1521 |
agreement_34.md | | Boeing 787 | | | 4 | | | | 15 | % | | | 4 | | | | 15 | % |
| Total(1) | | | 84 | | | | 100 | % | | | 84 | | | | 100 | % | | 1522 |
agreement_34.md | | | |
| --- | --- |
| (1) | Includes six aircraft classified as held for sale as of March 31, 2021. No aircraft were classified as held for sale as of December 31, 2020. |
At March 31, 2021, the average age of the portfolio, weighted by net book value of each aircraft and engine, was 8.6 years. The average remaining lease term was 4.7 years, also weighted by net book value.
2 | 1523 |
agreement_34.md | About FLY
FLY is a global aircraft leasing company with a fleet of modern and fuel efficient commercial jet aircraft. FLY leases its aircraft under multi-year lease contracts to a diverse group of airlines throughout the world.
FLY is managed and serviced by BBAM LP, a worldwide leader in aircraft lease management and financing. For more information about FLY, please visit our website at www.flyleasing.com.
Non-GAAP Financial Measures
FLY provides all financial information in accordance with Generally Accepted Accounting Principles in the United States (GAAP). To supplement our consolidated financial statements presented in accordance with GAAP,
we are also providing with this press release certain non-GAAP financial measures, including Adjusted Net Income (Loss) and Adjusted Return on Equity. In calculating these non-GAAP financial measures, we have excluded certain amounts, as detailed
in the reconciliation below. | 1524 |
agreement_34.md | Cautionary Statement Regarding Forward-Looking Statements
This press release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words such as “expects,”
“intends,” “anticipates,” “plans,” “believes,” “seeks,” “estimates,” “will,” or words of similar meaning and include, but are not limited to, statements regarding the outlook for FLY’s future business, operations and financial performance.
Forward-looking statements are based on management’s current expectations and assumptions, which are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual outcomes and results may differ
materially due to global political, economic, business, competitive, market, regulatory and other factors and risks, risks and uncertainties related to the merger transaction with Carlyle Aviation, and the risk that FLY may be unable to achieve its
portfolio growth expectations, or to reap the benefits of such growth. Additional or unforeseen effects from the COVID-19 pandemic and the global economic climate may give rise to or amplify many of these risks. The extent to which the COVID-19
pandemic ultimately impacts FLY's business, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted. Further information on the factors and risks that may affect FLY’s
business is included in filings FLY makes with the Securities and Exchange Commission from time to time, including its Annual Report on Form 20-F and its reports on Form 6-K. FLY expressly disclaims any obligation to update or revise any of these
forward-looking statements, whether because of future events, new information, a change in its views or expectations, or otherwise.
# # #
Contact:
Matt Dallas
Fly Leasing Limited
+1 203-769-5916
ir@flyleasing.com | 1525 |
agreement_34.md | 3 | 1526 |
agreement_34.md | Fly Leasing Limited
Consolidated Statements of Income (Loss)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) | 1527 |
agreement_34.md | | | | | |
| --- | --- | --- | --- |
| | | Three months ended Mar. 31, | |
| | | 2021
(Unaudited) | | | 2020
(Unaudited) | |
| Revenues | | | | | | |
| Operating lease rental revenue | | $ | 55,376 | | | $ | 85,535 | |
| End of lease income | | | 25,811 | | | | 2,427 | |
| Amortization of lease incentives | | | (1,082 | ) | | | (614 | ) |
| Amortization of lease discounts and other | | | (261 | ) | | | 92 | |
| Operating lease revenue | | | 79,844 | | | | 87,440 | |
| Finance lease revenue | | | 129 | | | | 145 | |
| Gain on sale of aircraft | | | — | | | | 31,717 | |
| Interest and other income | | | 884 | | | | 2,253 | |
| Total revenues | | | 80,857 | | | | 121,555 | |
| Expenses | | | | | | | | |
| Depreciation | | | 29,967 | | | | 31,631 | | | 1528 |
agreement_34.md | | Depreciation | | | 29,967 | | | | 31,631 | |
| Aircraft impairment | | | 22,546 | | | | — | |
| Interest expense | | | 22,066 | | | | 27,155 | |
| Selling, general and administrative | | | 12,500 | | | | 7,664 | |
| Provision for uncollectible operating receivables | | | 1,000 | | | | — | |
| (Gain) loss on derivatives | | | (2,724 | ) | | | 507 | |
| Fair value (gain) loss on marketable securities | | | (1,839 | ) | | | 9,412 | |
| Loss on extinguishment of debt | | | — | | | | 850 | |
| Maintenance and other costs | | | 1,104 | | | | 1,184 | |
| Total expenses | | | 84,620 | | | | 78,403 | |
| Net income (loss) before provision (benefit) for income taxes | | | (3,763 | ) | | | 43,152 | |
| Provision (benefit) for income taxes | | | (370 | ) | | | 5,080 | |
| Net income (loss) | | $ | (3,393 | ) | | $ | 38,072 | | | 1529 |
agreement_34.md | | Net income (loss) | | $ | (3,393 | ) | | $ | 38,072 | |
| Weighted average number of shares | | | | | | | | |
| - Basic | | | 30,481,069 | | | | 30,765,840 | |
| - Diluted | | | 30,481,069 | | | | 30,768,029 | |
| Earnings (loss) per share | | | | | | | | |
| - Basic and Diluted | | $ | (0.11 | ) | | $ | 1.24 | | | 1530 |
agreement_34.md | 4 | 1531 |
agreement_34.md | Fly Leasing Limited
Consolidated Balance Sheets
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA) | 1532 |
agreement_34.md | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | | Mar. 31,
2021
(Unaudited) | | | Dec. 31,
2020
(Audited) | |
| Assets | | | | | | |
| Cash and cash equivalents | | $ | 117,231 | | | $ | 132,097 | |
| Restricted cash and cash equivalents | | | 34,000 | | | | 29,432 | |
| Rent receivables, net | | | 65,516 | | | | 57,015 | |
| Investment in finance lease, net | | | 10,075 | | | | 10,396 | |
| Flight equipment held for sale, net | | | 40,454 | | | | — | |
| Flight equipment held for operating lease, net | | | 2,438,666 | | | | 2,529,428 | |
| Maintenance rights | | | 279,124 | | | | 279,124 | |
| Deferred tax asset, net | | | 10,941 | | | | 11,753 | |
| Fair value of derivative assets | | | 3,570 | | | | 2,085 | |
| Other assets, net | | | 136,581 | | | | 116,255 | | | 1533 |
agreement_34.md | | Other assets, net | | | 136,581 | | | | 116,255 | |
| Total assets | | $ | 3,136,158 | | | $ | 3,167,585 | |
| Liabilities | | | | | | | | |
| Accounts payable and accrued liabilities | | $ | 27,391 | | | $ | 18,135 | |
| Rentals received in advance | | | 6,620 | | | | 8,724 | |
| Payable to related parties | | | 4,362 | | | | 4,058 | |
| Security deposits | | | 36,226 | | | | 36,439 | |
| Maintenance payment liability, net | | | 201,820 | | | | 203,684 | |
| Unsecured borrowings, net | | | 297,082 | | | | 296,876 | |
| Secured borrowings, net | | | 1,603,986 | | | | 1,642,242 | |
| Deferred tax liability, net | | | 51,420 | | | | 51,366 | |
| Fair value of derivative liabilities | | | 35,648 | | | | 46,169 | |
| Other liabilities | | | 78,182 | | | | 70,896 | | | 1534 |
agreement_34.md | | Other liabilities | | | 78,182 | | | | 70,896 | |
| Total liabilities | | | 2,342,737 | | | | 2,378,589 | |
| Shareholders’ equity | | | | | | | | |
| Common shares, $0.001 par value, 499,999,900 shares authorized; 30,481,069 shares issued and outstanding at March 31, 2021 and December 31, 2020 | | | 31 | | | | 31 | |
| Manager shares, $0.001 par value; 100 shares authorized, issued and outstanding | | | — | | | | — | |
| Additional paid-in capital | | | 509,738 | | | | 509,738 | |
| Retained earnings | | | 309,574 | | | | 312,967 | |
| Accumulated other comprehensive loss, net | | | (25,922 | ) | | | (33,740 | ) |
| Total shareholders’ equity | | | 793,421 | | | | 788,996 | |
| Total liabilities and shareholders’ equity | | $ | 3,136,158 | | | $ | 3,167,585 | | | 1535 |
agreement_34.md | 5 | 1536 |
agreement_34.md | Fly Leasing Limited
Consolidated Statements of Cash Flows
(DOLLARS IN THOUSANDS) | 1537 |
agreement_34.md | | | | | |
| --- | --- | --- | --- |
| | | Three months ended Mar. 31, | |
| | | 2021
(Unaudited) | | | 2020
(Unaudited) | |
| Cash Flows from Operating Activities | | | | | | |
| Net income (loss) | | $ | (3,393 | ) | | $ | 38,072 | |
| Adjustments to reconcile net income (loss) to net cash flows provided by operating activities: | | | | | | | | |
| Gain on sale of aircraft | | | — | | | | (31,717 | ) |
| Depreciation | | | 29,967 | | | | 31,631 | |
| Flight equipment impairment | | | 22,546 | | | | — | |
| Amortization of debt discounts and debt issuance costs | | | 2,114 | | | | 1,875 | |
| Amortization of lease incentives and other items | | | 1,421 | | | | 604 | |
| Provision for uncollectible operating lease receivables | | | 1,000 | | | | — | |
| Fair value (gain) loss on marketable securities | | | (1,839 | ) | | | 9,412 | |
| Loss on extinguishment of debt | | | — | | | | 850 | | | 1538 |
agreement_34.md | | Loss on extinguishment of debt | | | — | | | | 850 | |
| Provision (benefit) for deferred income taxes | | | (370 | ) | | | 5,181 | |
| Maintenance payment liability recognized into earnings | | | — | | | | (2,487 | ) |
| Other | | | (2,430 | ) | | | 268 | |
| Changes in operating assets and liabilities: | | | | | | | | |
| Rent receivables | | | (14,981 | ) | | | (7,036 | ) |
| Other assets | | | (19,119 | ) | | | 230 | |
| Payable to related parties | | | 304 | | | | (5,807 | ) |
| Accounts payable, accrued liabilities and other liabilities | | | 12,904 | | | | 9,957 | |
| Net cash flows provided by operating activities | | | 28,124 | | | | 51,033 | |
| Cash Flows from Investing Activities | | | | | | | | |
| Purchase of flight equipment | | | — | | | | (27,282 | ) |
| Proceeds from sale of aircraft, net | | | — | | | | 160,271 | |
| Payments for aircraft improvement | | | (1,604 | ) | | | (6,294 | ) | | 1539 |
agreement_34.md | | Payments for aircraft improvement | | | (1,604 | ) | | | (6,294 | ) |
| Payments for lessor maintenance obligations | | | (65 | ) | | | (347 | ) |
| Other | | | 362 | | | | (231 | ) |
| Net cash flows (used in) provided by investing activities | | | (1,307 | ) | | | 126,117 | | | 1540 |
agreement_34.md | 6 | 1541 |
agreement_34.md | | | | | |
| --- | --- | --- | --- |
| | | Three months ended Mar. 31, | |
| | | 2021
(Unaudited) | | | 2020
(Unaudited) | |
| Cash Flows from Financing Activities | | | | | | |
| Security deposits received | | | 1,921 | | | | 3,305 | |
| Maintenance payment liability receipts | | | 4,281 | | | | 7,848 | |
| Maintenance payment liability disbursements | | | (3,528 | ) | | | (10,109 | ) |
| Debt extinguishment costs | | | — | | | | (20 | ) |
| Debt issuance costs | | | (186 | ) | | | — | |
| Repayment of secured borrowings | | | (39,510 | ) | | | (118,211 | ) |
| Shares repurchased | | | — | | | | (6,504 | ) |
| Net cash flows used in financing activities | | | (37,022 | ) | | | (123,691 | ) |
| Effect of exchange rate changes on unrestricted and restricted cash and cash equivalents | | | (93 | ) | | | (18 | ) |
| Net (decrease) increase in unrestricted and restricted cash and cash equivalents | | | (10,298 | ) | | | 53,441 | | | 1542 |
agreement_34.md | | Unrestricted and restricted cash and cash equivalents at beginning of period | | | 161,529 | | | | 338,303 | |
| Unrestricted and restricted cash and cash equivalents at end of period | | $ | 151,231 | | | $ | 391,744 | |
| | | | | | | | | |
| Reconciliation to Consolidated Balance Sheets: | | | | | | | | |
| Cash and cash equivalents | | $ | 117,231 | | | $ | 361,151 | |
| Restricted cash and cash equivalents | | | 34,000 | | | | 30,593 | |
| Unrestricted and restricted cash and cash equivalents | | $ | 151,231 | | | $ | 391,744 | | | 1543 |
agreement_34.md | 7 | 1544 |
agreement_34.md | Fly Leasing Limited
Reconciliation of Non-GAAP Measures
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) | 1545 |
agreement_34.md | | | | | |
| --- | --- | --- | --- |
| | | Three months ended Mar. 31, | |
| | | 2021
(Unaudited) | | | 2020
(Unaudited) | |
| Net income (loss) | | $ | (3,393 | ) | | $ | 38,072 | |
| Adjustments: | | | | | | | | |
| Unrealized foreign exchange gain | | | (183 | ) | | | (95 | ) |
| Deferred income taxes | | | (370 | ) | | | 5,181 | |
| Fair value changes on undesignated derivatives | | | (3,278 | ) | | | 481 | |
| Merger costs | | | 5,853 | | | | — | |
| Adjusted Net Income (Loss) | | $ | (1,371 | ) | | $ | 43,639 | |
| Average Shareholders’ Equity | | $ | 791,209 | | | $ | 884,257 | |
| Adjusted Return on Equity | | | (0.7 | %) | | | 19.7 | % |
| | | | | | | | | |
| Weighted average diluted shares outstanding | | | 30,481,069 | | | | 30,768,029 | |
| Adjusted Net Income (Loss) per diluted share | | $ | (0.04 | ) | | $ | 1.42 | | | 1546 |
agreement_34.md | FLY defines Adjusted Net Income (Loss) as net income (loss) plus or minus (i) unrealized foreign exchange gains and losses; (ii) deferred income taxes; (iii) the fair
value changes associated with interest rate derivative contracts that are not accounted for as cash flow hedges; and (iv) non-recurring expenses. The adjustments included within Adjusted Net Income (Loss) are primarily non-cash or non-recurring items
that we consider unrelated to the ongoing performance of our operations. Adjusted Return on Equity is calculated by dividing Adjusted Net Income (Loss) by average shareholders’ equity for each period presented. For periods of less than one year, the
resulting return is annualized.
FLY uses Adjusted Net Income (Loss) and Adjusted Return on Equity, in addition to GAAP net income (loss) and earnings (loss) per share, to assess our core operating performance on a consistent basis from period to
period. Management believes these measures are helpful in evaluating the operating performance of our ongoing operations and identifying trends in our performance, because they remove the effects of certain non-cash or non-recurring items and certain
other items that are not indicative of our overall operating trends. In addition, Adjusted Net Income (Loss) and Adjusted Return on Equity help us compare our performance to our competitors. These measures should be considered in addition to, and not
as substitutes for, net income or other financial measures determined in accordance with GAAP. FLY’s definitions may be different from those used by other companies.
8 | 1547 |
agreement_35.md | EX-10.49
6
d500205dex1049.htm
EX-10.49
EX-10.49
Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the
information subject to the confidentiality request. Omissions are designated as [\*\*\*\*\*]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
**Exhibit 10.49**
**AIRCRAFT LEASE AGREEMENT [B]**
**DATED AS OF DECEMBER 31, 2012**
**BETWEEN**
**WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION,**
**not in its individual capacity, but solely as owner trustee**
as Lessor
**and**
**CONCESIONARIA VUELA COMPAÑÍA DE AVIACIÓN, S.A.P.I. DE C.V.**
as Lessee
**incorporating the provisions of an**
**AIRCRAFT LEASE COMMON TERMS AGREEMENT**
**with respect to one Airbus A320-200 Aircraft**
**bearing
manufacturer’s serial number 5510** | 1548 |
agreement_35.md | **TO THE EXTENT THAT THIS AIRCRAFT LEASE AGREEMENT CONSTITUTES CHATTEL PAPER (AS DEFINED IN THE UNIFORM
COMMERCIAL CODE AS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS AIRCRAFT LEASE AGREEMENT MAY BE CREATED THROUGH TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE ORIGINAL COUNTERPART, WHICH SHALL BE IDENTIFIED AS
THE COUNTERPART DESIGNATED AS THE ORIGINAL ON THE SIGNATURE PAGE OF THIS AGREEMENT BY LESSOR.**
**TO THE EXTENT THE CAPE TOWN CONVENTION
2001 AND ITS PROTOCOL ON MATTERS SPECIFIC TO AIRCRAFT EQUIPMENT HAVE COME INTO EFFECT IN MEXICO OR (IF DIFFERENT) IN THE STATE OF AIRCRAFT REGISTRATION, THE INTERESTS OF LESSOR, OWNER & ANY FINANCING PARTIES UNDER THIS LEASE AND/OR IN
RESPECT OF THE AIRCRAFT SHALL BE CAPABLE OF REGISTRATION AS INTERNATIONAL INTERESTS IN ACCORDANCE WITH SUCH CONVENTION AND PROTOCOL.** | 1549 |
agreement_35.md | | | | |
| --- | --- | --- |
| | | |
| The parties listed below as Lessee and Lessor hereby agree that Lessor will lease the Aircraft to Lessee and Lessee will take delivery of and lease the Aircraft from
Lessor subject to and in accordance with the Lease for the duration of the Term and further agree in this AIRCRAFT LEASE AGREEMENT dated as of December 31, 2012 the following: |
| | |
| Lessee: | | Concesionaria Vuela Compañía de Aviación, S.A.P.I. de C.V. |
| | |
| Lessor: | | Wells Fargo Bank Northwest, National Association, not in it individual capacity, but solely as owner trustee under the Trust Agreement |
| | |
| Owner: | | Wells Fargo Bank Northwest, National Association, not in it individual capacity, but solely as owner trustee under the Trust Agreement |
| | |
| Owner Participant: | | Celestial Aviation Trading 4 Limited |
| | |
| Trust Agreement: | | that certain Trust Agreement (2013 A320-200 B) dated as of December 7, 2012 between Wells Fargo Bank Northwest, National Association, not in its individual capacity, but solely
as owner trustee, and Owner Participant |
| | |
| Guarantee required: | | As set forth in Schedule D. |
| | |
| Guarantor: | | As set forth in Schedule D. |
| | | | 1550 |
agreement_35.md | | | |
| Guarantor: | | As set forth in Schedule D. |
| | |
| Aircraft: | | One (1) Airbus A320-200 aircraft bearing manufacturer’s serial number 5510, which is certified by the Air Authority to transport at least eight (8) persons, including crew,
or goods in excess of 2750 kilograms. |
| | |
| Engines: | | Two (2) International Aero Engines V2527E-A5 Select One engines \*\*\*\*\* |
| | |
| Common Terms Agreement: | | The Aircraft Lease Common Terms Agreement dated as of April 12, 2011 entered into between the Lessee and GE Capital Aviation Services Limited as in effect on the date hereof
without giving effect to any subsequent amendment, supplement, waiver or other modification thereto, unless Lessor and Lessee otherwise expressly agree (hereinafter the “Common Terms Agreement” or “CTA”). |
| | |
| State of Registry: | | United States of America |
| | |
| Duration of Term: | | One hundred forty-four (144) months |
| | |
| Manufacturer: | | Airbus S.A.S |
| |
| **Payments** |
| | |
| \*\*\*\*\* | | As set forth in Schedule D. |
| | |
| \*\*\*\*\* | | As set forth in Schedule D. |
| | |
| \*\*\*\*\* | | As set forth in Schedule D. |
| | |
| \*\*\*\*\* | | As set forth in Schedule D. | | 1551 |
agreement_35.md | | | |
| \*\*\*\*\* | | As set forth in Schedule D. |
| | |
| \*\*\*\*\* | | \*\*\*\*\* | | 1552 |
agreement_35.md | 1
Aircraft Lease Agreement — A320-200 Aircraft MSN 5510 | 1553 |
agreement_35.md | | | | |
| --- | --- | --- |
| | | |
| | |
| \*\*\*\*\* | | \*\*\*\*\* |
| | |
| \*\*\*\*\* | | As set forth in Schedule D. |
| | |
| \*\*\*\*\* | | As set forth in Schedule D. |
| | |
| \*\*\*\*\* | | As set forth in Schedule D. |
| | |
| \*\*\*\*\* | | As set forth in Schedule D. |
| | |
| \*\*\*\*\* | | As set forth in Schedule D. |
| | |
| \*\*\*\*\* | | As set forth in Schedule D. |
| | |
| \*\*\*\*\* | | As set forth in Schedule D. |
| | |
| \*\*\*\*\* | | As set forth in Schedule D. |
| | |
| \*\*\*\*\* | | As set forth in Schedule D. |
| |
| **Delivery** |
| | |
| Scheduled Delivery Month: | | March 2013. |
| | |
| Final Delivery Date: | | December 31, 2014. |
| | |
| Delivery Location: | | Manufacturer’s facility in Toulouse, France or Hamburg, Germany. |
| | |
| \*\*\*\*\* | | \*\*\*\*\* |
| | | | 1554 |
agreement_35.md | | | |
| \*\*\*\*\* | | \*\*\*\*\* |
| | |
| Lease Supplement: | | Lessee and Lessor shall, on or before Delivery, execute and deliver a Lease Supplement substantially in form of Schedule 14 to the Common Terms Agreement in connection with
filing and recording the Lease with the FAA. |
| |
| **Technical** |
| | |
| \*\*\*\*\* | | As set forth in Schedule D. |
| | |
| \*\*\*\*\* | | As set forth in Schedule D. |
| | |
| \*\*\*\*\* | | As set forth in Schedule D. |
| | |
| \*\*\*\*\* | | As set forth in Schedule D. |
| | |
| \*\*\*\*\* | | As set forth in Schedule D. |
| |
| **Insurance** |
| | |
| \*\*\*\*\* | | As set forth in Schedule D. |
| | |
| \*\*\*\*\* | | As set forth in Schedule D. |
| | |
| \*\*\*\*\* | | As set forth in Schedule D. |
| | |
| \*\*\*\*\* | | As set forth in Schedule D. | | 1555 |
agreement_35.md | 2
Aircraft Lease Agreement — A320-200 Aircraft MSN 5510 | 1556 |
agreement_35.md | | | | | | |
| --- | --- | --- | --- | --- |
| | | | | |
| |
| **Redelivery** |
| | |
| Redelivery Location: | | An FAR certified maintenance facility in El Salvador notified to Lessee by Lessor or such other location as is agreed by
Lessor and Lessee in writing (the “Redelivery Location”) or such other location where the Lessee and Lessor are satisfied that any applicable Taxes are minimised, other than Taxes which the Lessee or Lessor may agree in writing to bear ,
provided that:
(a) the Final Inspection of the Aircraft shall occur at Lessee’s facility at Mexico
City International Airport;
(b) following the Final Inspection, and provided Lessee has complied with its obligations
under Section 12 and Schedule 6 of the Common Terms Agreement, Lessor will deliver to Lessee a technical acceptance certificate (“Technical Acceptance Certificate”) confirming that the Aircraft meets the Redelivery Condition whilst the
Aircraft is located in Mexico City;
(c) immediately following Lessor’s execution of the Technical Acceptance Certificate,
Lessee shall ferry the Aircraft from Mexico City to the Redelivery Location (the “Ferry Flight”); and immediately following the arrival and redelivery of the Aircraft by Lessee to Lessor at the Redelivery Location, and provided Lessee has complied with its obligations under the Lease, Lessor will (a)
deliver to Lessee an acknowledgement confirming that Lessee has redelivered the Aircraft to Lessor in accordance with the Lease which acknowledgement shall be without prejudice to Lessor’s accrued and continuing rights under the Lease or any | 1557 |
agreement_35.md | Other Agreement and (b) transfer an amount in Dollars equal to the actual cost incurred by Lessee in respect of the fuel, ferry permits and landing and air navigation charges required to complete the Ferry Flight to such account as Lessee shall
designate in writing to Lessor. |
| | |
| Redelivery Condition Requirements: | | In addition to the provisions of the Common Terms Agreement, the terms and conditions relating to the return of the Aircraft are set out in Schedule B to this Aircraft
Lease Agreement. |
| |
| **Tax** |
| | |
| Lessor/Owner Tax Jurisdiction: | | Ireland. Owner Participant is a resident of Ireland for tax purposes under the Ireland-Mexico income tax treaty and is liable to corporate income tax in Ireland. Owner
Participant does not have an office located in Mexico and does not have any directors who are Mexican \*\*\*\*\* |
| | |
| Subpart F Indemnity: | | As set forth in Schedule C. |
| |
| **Other** |
| | | |
| Account for payments: | | | | \*\*\*\*\* |
| | | |
| | | **Transfer To :** | | \*\*\*\*\* |
| | | |
| | | **SWIFT Code :** | | \*\*\*\*\* |
| | | |
| | | **For Credit To :** | | \*\*\*\*\* |
| | | |
| | | **Account No:** | | \*\*\*\*\* |
| | | | | 1558 |
agreement_35.md | | | | **Account No:** | | \*\*\*\*\* |
| | | |
| | | **Sort Code:** | | \*\*\*\*\* |
| | | |
| | | **IBAN:** | | \*\*\*\*\* |
| | | |
| | | **US Correspondent** **Bank Details:** | | \*\*\*\*\* |
| | | |
| | | **US Correspondent Bank**
**SWIFT Code:** | | \*\*\*\*\* | | 1559 |
agreement_35.md | 3
Aircraft Lease Agreement — A320-200 Aircraft MSN 5510 | 1560 |
agreement_35.md | | | | | | |
| --- | --- | --- | --- | --- |
| | | | | |
| Notice Details: | | Lessor Wells Fargo Bank Northwest, National Association, as Owner Trustee
MAC: U1228-120 299 South Main Street, 12th
Floor Salt Lake City, UT 84111
**Attn**: Corporate Trust Department
**Fax**: (801) 246-5053 E-mail: CTSLeaseGroup@wellsfargo.com
with a copy to:
Celestial Aviation Trading 4 Limited
c/o GE Capital Aviation Services Limited
Aviation House Shannon
Co. Clare Ireland
**Attn****:** Contracts Leader
**Fax****:** +353 61 706867
**E-mail****:** asanotices@gecas.com | | Lessee Concesionaria Vuela Compañía de Aviación, S.A.P.I. de C.V.
Avenida Antonio Dovalí Jaime 70 piso 13, torre B Col. Zedec Santa Fe 01210 Mexico D.F. Delegacion Alvaro Obregon, Mexico **Attn**: Director Juridico
E-mail:
sergio.rabago@volaris.com.mx | | 1561 |
agreement_35.md | ALL THE PROVISIONS OF THE SCHEDULES HERETO AND THE AIRCRAFT LEASE COMMON TERMS AGREEMENT DATED APRIL 12, 2011, ENTERED
INTO BY AND BETWEEN GE CAPITAL AVIATION SERVICES LIMITED AND THE LESSEE ARE INCORPORATED BY REFERENCE HEREIN AND ARE PART OF THIS AIRCRAFT LEASE AGREEMENT AS IF THEY WERE SET OUT IN FULL HEREIN AND SHALL BE BINDING UPON LESSOR AND LESSEE. WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, BY ITS SIGNATURE BELOW, EACH OF THE PARTIES HERETO ACKNOWLEDGES AND AGREES THAT THE LEASE OF THE AIRCRAFT HEREUNDER IS SUBJECT TO THE TERMS OF THE COMMON TERMS AGREEMENT AND THAT THE DISCLAIMERS,
EXCULPATIONS AND LIMITATIONS OF LIABILITY, INDEMNITIES, THE CHOICE OF NEW YORK LAW AS THE GOVERNING LAW, SUBMISSION TO PERSONAL JURISDICTION IN NEW YORK, AND THE WAIVER OF ANY RIGHT TO A TRIAL BY JURY PROVIDED FOR IN THE COMMON TERMS AGREEMENT ARE
INCORPORATED HEREIN BY SUCH REFERENCE AND ARE PART OF THIS AGREEMENT AS IF THE SAME WERE SET OUT IN FULL HEREIN.
4
Aircraft Lease Agreement — A320-200 Aircraft MSN 5510 | 1562 |
agreement_35.md | No provision of this Lease, including any provision of the Schedules or the Common Terms Agreement, may be
amended, changed, waived, discharged, terminated or otherwise modified in any way whatsoever, except by a writing signed by the party to be charged. Pursuant to and to comply with sub-section (2) of Section 2A-208 of the UCC, if and to the
extent applicable, Lessor and Lessee acknowledge their agreement to the provisions of this paragraph by their signatures below.
Wells Fargo
Bank Northwest, National Association, is entering into this Agreement and any other documents related to the Lease or the Aircraft solely in its capacity as owner trustee under the Trust Agreement and not in its individual capacity, and in no case
shall Wells Fargo Bank Northwest, National Association, be personally liable for or on account of any of the statements, representations, warranties, covenants or obligations stated to be those of Lessor hereunder; provided, however, that Wells
Fargo Bank Northwest, National Association shall be personally liable hereunder for its gross negligence or willful misconduct, for its breach of its covenants, representations and warranties contained herein or in the Common Terms Agreement, to the
extent covenanted or made in its individual capacity, and for a failure to distribute in accordance with the Trust Agreement any amounts received and distributable by it hereunder.
Notwithstanding any provision to the contrary contained in this Aircraft Lease Agreement or in the CTA, in the event of a conflict between the provisions of this Aircraft Lease Agreement and the
provisions of the CTA, the provisions of this Aircraft Lease Agreement shall control and prevail for such conflict.
[SIGNATURE
PAGE FOLLOWS]
5
Aircraft Lease Agreement — A320-200 Aircraft MSN 5510 | 1563 |
agreement_35.md | **IN WITNESS WHEREOF,** the parties hereto have executed this Aircraft Lease Agreement, each by its duly
authorized representative(s), as of the date shown at the beginning of this Aircraft Lease Agreement.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | |
| **LESSOR:** | | | | **LESSEE:** |
| | | |
| WELLS FARGO BANK NORTHWEST, N.A., not in its individual capacity, but solely as Owner Trustee under the Trust
Agreement | | | | CONCESIONARIA VUELA COMPAÑÍA DE AVIACIÓN, S.A.P.I. DE C.V. |
| | | | | |
| By: | | /s/ Carlos Sierra | | | | By: | | /s/ Mario E. Geyne |
| Name: | | Carlos Sierra | | | | Name: | | Mario E. Geyne |
| Title: | | | | | | Title: | | Financial and Fleet Planning Director |
| Signed at: | | | | | | Signed at: | | |
-Signature Page-
-Aircraft Lease Agreement [B]- | 1564 |
agreement_35.md | SCHEDULE A
Delivery Condition Requirements
The Delivery Conditions described below are solely a description
of such condition precedent and shall not be construed as a representation, warranty or agreement of any kind whatsoever, express or implied, by Lessor with respect to the Aircraft or its condition, all of which have been disclaimed by Lessor and
waived by Lessee as set forth in the Lease, including in the Common Terms Agreement.
\*\*\*\*\*
Lessee hereby represents and warrants to Lessor that as of the Date hereof it has not entered, and at Delivery will not have entered, into any agreement
with Airbus without Lessor’s knowledge and written consent (which consent shall not be unreasonably withheld) which would amend or modify the Aircraft Detail Specification (as defined in the Aircraft Purchase Agreement) in respect of the
Aircraft, except to the extent such modification is:
| | |
| --- | --- |
| (a) | required by applicable law or regulation; or |
| | |
| --- | --- |
| (b) | is made by the Manufacturer in conformity with Manufacturer’s rights under the Purchase Agreement; or |
| | |
| --- | --- |
| (c) | is either an upgrade of the Detail Specification to Issue 8 or is made due to the evolution on the specifications prior to Delivery. |
A-1
---
EXHIBIT A
Exhibit A | 1565 |
agreement_35.md | | | | | | |
| --- | --- | --- | --- | --- |
| | | | | |
| | | Concesionaria Vuela Compañía de Aviación, S.A.P.I. de C.V. | | Ref: 20120950-08 |
SCHEDULE E
**Volaris A320-300 Specifications**
| | | |
| --- | --- | --- |
| | | |
| Engines: | | \*\*\*\*\* |
| Maximum Take-Off Weight (tones): | | \*\*\*\*\* |
| Maximum Zero Fuel Weight (tones): | | \*\*\*\*\* |
| Configuration: | | 174 or 177 or 179 seats as selected by Lessee, provided there is no change to current Galley and Toilet configuration. |
A320-200 Standard Specification Issue 7 – dated 1st March 07 – Reference D 000 02000 with Sharklets Installed.
**A320-200 SCN LIST:**
A320-200 Standard Specification Ref issue 7 | 1566 |
agreement_35.md | | | | |
| --- | --- | --- |
| | | |
| **A320 RFC** | | **Title** |
| | | \*\*\*\*\* |
| | | \*\*\*\*\* |
| **ATA 02 Certification** |
| \*\*\*\*\* | | \*\*\*\*\* |
| \*\*\*\*\* | | \*\*\*\*\* |
| \*\*\*\*\* | | \*\*\*\*\* |
| \*\*\*\*\* | | \*\*\*\*\* |
| \*\*\*\*\* | | \*\*\*\*\* |
| \*\*\*\*\* | | \*\*\*\*\* |
| \*\*\*\*\* | | \*\*\*\*\* |
| \*\*\*\*\* | | \*\*\*\*\* |
| \*\*\*\*\* | | \*\*\*\*\* |
| \*\*\*\*\* | | \*\*\*\*\* |
| \*\*\*\*\* | | \*\*\*\*\* |
| \*\*\*\*\* | | \*\*\*\*\* |
| \*\*\*\*\* | | \*\*\*\*\* |
| \*\*\*\*\* | | \*\*\*\*\* |
| \*\*\*\*\* | | \*\*\*\*\* |
| **ATA 03 Weights** |
| \*\*\*\*\* | | \*\*\*\*\* | | 1567 |
agreement_35.md | | **ATA 03 Weights** |
| \*\*\*\*\* | | \*\*\*\*\* |
| \*\*\*\*\* | | \*\*\*\*\* |
| **ATA 03 Placards and markings** |
| \*\*\*\*\* | | \*\*\*\*\* |
| \*\*\*\*\* | | \*\*\*\*\* |
| \*\*\*\*\* | | \*\*\*\*\* |
| \*\*\*\*\* | | \*\*\*\*\* |
| \*\*\*\*\* | | \*\*\*\*\* |
| \*\*\*\*\* | | \*\*\*\*\* |
| \*\*\*\*\* | | \*\*\*\*\* |
| \*\*\*\*\* | | \*\*\*\*\* |
| \*\*\*\*\* | | \*\*\*\*\* |
| \*\*\*\*\* | | \*\*\*\*\* |
| \*\*\*\*\* | | \*\*\*\*\* |
| \*\*\*\*\* | | \*\*\*\*\* |
| \*\*\*\*\* | | \*\*\*\*\* |
| \*\*\*\*\* | | \*\*\*\*\* |
| \*\*\*\*\* | | \*\*\*\*\* |
| \*\*\*\*\* | | \*\*\*\*\* |
| \*\*\*\*\* | | \*\*\*\*\* | | 1568 |
agreement_35.md | | \*\*\*\*\* | | \*\*\*\*\* |
| \*\*\*\*\* | | \*\*\*\*\* |
| \*\*\*\*\* | | \*\*\*\*\* |
| \*\*\*\*\* | | \*\*\*\*\* |
| \*\*\*\*\* | | \*\*\*\*\* |
| **Air Conditioning** |
| \*\*\*\*\* | | \*\*\*\*\* |
| \*\*\*\*\* | | \*\*\*\*\* |
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| **ATA 22 Auto Flight** |
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| **ATA 23 Communications** |
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| **ATA 29 Hydraulic Power** |
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| **ATA 31 Indicating/Recording** |
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| **ATA 32 Landing Gear** |
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| **ATA 33 Lights** |
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| **ATA 34 Navigation** | | 1573 |
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| **ATA 34 Navigation** |
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| **ATA 35 Oxygen** |
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| **ATA 38 Water/Waste** |
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| **ATA 46 ATSU** |
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| **ATA 47 Inerting Gas System** |
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| **ATA 49 APU** |
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| **ATA 51 Structure** |
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| **ATA 52 Doors** |
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| **ATA 55 Stabilizer** |
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| **ATA 56 Windows** |
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| **ATA 57 Wings** |
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agreement_35.md | | **ATA 57 Wings** |
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| **ATA 71 Power Plant - General** |
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| **ATA 72 Engines** |
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agreement_35.md | | | | | | |
| --- | --- | --- | --- | --- |
| | | | | |
| | | Concesionaria Vuela Compañía de Aviación, S.A.P.I. de C.V. | | Ref: 20820950-08 |
---
| | | | | |
| --- | --- | --- | --- | --- |
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| | | Concesionaria Vuela Compañía de Aviación, S.A.P.I. de C.V. | | Ref: 20120950-08 |
---
| | | | | |
| --- | --- | --- | --- | --- |
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| | | Concesionaria Vuela Compañía de Aviación, S.A.P.I. de C.V. | | Ref: 20120950-08 |
---
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| --- | --- | --- | --- | --- |
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| | | Concesionaria Vuela Compañía de Aviación, S.A.P.I. de C.V. | | Ref: 20120950-08 |
 | 1577 |
agreement_35.md | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | | | | | | |
| **A320 RFC** | | **Title** | | **2012deliveries** | | **Comments** |
| | | Introduction of A320-200 Standard Specification at Issue 6 | | **X** | | |
| | | Introduction of A320-200 Standard Specification at Issue 7 | | **X** | | |
| ATA 02 | | Certification | | | | |
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| ATA 03 | | Weights | | | | |
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| ATA 03 | | Placards and markings | | | | | | 1579 |
agreement_35.md | | ATA 03 | | Placards and markings | | | | |
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| | | Air conditioning | | | | |
| \*\*\*\*\* | | \*\*\*\*\* | | \*\*\*\*\* | | | | 1581 |
agreement_35.md | | \*\*\*\*\* | | \*\*\*\*\* | | \*\*\*\*\* | | |
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| ATA 22 | | Auto Flight | | | | |
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| ATA 23 | | Communications | | | | |
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| \*\*\*\*\* | | \*\*\*\*\* | | \*\*\*\*\* | | | | 1582 |
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agreement_35.md | Page 1 of 3 | 1584 |
agreement_35.md | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | | | | | | |
| **A320 RFC** | | **Title** | | **2012deliveries** | | **Comments** |
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agreement_35.md | | ATA 25 | | Cabin & cockpit | | | | |
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agreement_35.md | | \*\*\*\*\* | | \*\*\*\*\* | | \*\*\*\*\* | | |
| ATA 29 | | Hydraulic Power | | | | |
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| \*\*\*\*\* | | \*\*\*\*\* | | \*\*\*\*\* | | | | 1590 |
agreement_35.md | Page 2 of 3 | 1591 |
agreement_35.md | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | | | | | | |
| **A320 RFC** | | **Title** | | **2012deliveries** | | **Comments** |
| ATA 31 | | Indicating/Recording | | | | |
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| ATA 32 | | Landing gear | | | | |
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| ATA 33 | | Lights | | | | | | 1592 |
agreement_35.md | | ATA 33 | | Lights | | | | |
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| ATA 34 | | Navigation | | | | |
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| ATA 35 | | Oxygen | | | | |
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| ATA 38 | | Water/Waste | | | | |
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| ATA 46 | | ATSU | | | | |
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| ATA 47 | | Inerting Gas System | | | | |
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| ATA 49 | | APU | | | | | | 1594 |
agreement_35.md | | ATA 49 | | APU | | | | |
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| ATA 51 | | Structure | | | | |
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| ATA 52 | | Doors | | | | |
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| ATA 55 | | Stabilizers | | | | |
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| ATA 56 | | Windows | | | | |
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| \*\*\*\*\* | | \*\*\*\*\* | | \*\*\*\*\* | | | | 1595 |
agreement_35.md | | \*\*\*\*\* | | \*\*\*\*\* | | \*\*\*\*\* | | |
| ATA 57 | | Wings | | | | |
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| ATA 71 | | Power Plant – General | | | | |
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| ATA 72 | | Engines | | | | |
| \*\*\*\*\* | | \*\*\*\*\* | | \*\*\*\*\* | | | | 1596 |
agreement_35.md | Page 3 of 3 | 1597 |
agreement_35.md | 
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agreement_35.md | SCHEDULE B
Redelivery Condition Requirements | 1599 |