Aircraft wet lease agreement between Getjet airlines uab as lessor and bamboo airways company limited as - Lessee in respect of one (01) airbus A319 aircraft (MSN 4663)

AIRCRAFT WET LEASE AGREEMENT

between

GetJet Airlines UAB
as LESSOR

and
Bamboo Airways Company Limited
as LESSEE

IN RESPECT OF ONE (01) AIRBUS A319 AIRCRAFT (MSN 4663)

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THIS AIRCRAFT WET LEASE AGREEMENT (this “Agreement”) is made on the
12th day of April 2019.
BETWEEN
(1)

GETJET AIRLINES UAB, a company established in the Republic of
Lithuania, with company number 302619285, VAT number 302619285,
having its registered office at Darius and Girenas str. 81-1, Vilnius,
Republic of Lithuania (hereinafter referred to as the “Lessor”), and

(2)

Bamboo Airways Company Limited, a company organized and existing
under the laws of Vietnam with company tax coderegistration number
0107867370 , VAT number [ ] and having its registered office at Zone 4,

Nhon Ly – Cat Tien Tourism Area, Nhon Ly Commune, Quy Nhon City,
Binh Dinh Province, VietnamNo 4, Nhon Ly – Cat Tien, Qui Nhon City,
Binh Dinh province, Vietnam (hereinafter referred to as the “Lessee”).

Lessor and Lessee hereinafter referred to separately as “the Party” and
collectively as “the Parties”.
WHEREAS
(A)

Lessor has available for wet lease one (01) Airbus 319 Aircraft, identified in
Clause 1.1; and

(B)

Lessee wishes to wet lease from Lessor and Lessor is willing to wet lease
to Lessee the Aircraft on the terms contained herein.

NOW THEREFORE in consideration of the benefits to be received by each of the
parties, Lessor and Lessee agree as follows:
1.

DEFINITIONS AND INTERPRETATION

1.1.

1.1. The following terms shall have the following respective meanings
for all purposes of this Agreement:
“Aircraft” means one (01) used Airbus 319 Aircraft, registration mark LYBUG, bearing MSN 4663, including:
(i)
the airframe and its component parts;

(ii)
the two (02) engines and component parts thereof;
(iii)
the three (03) landing gear and component parts thereof; and
(iv)
all documentation, log books and loose equipment applicable to
such Aircraft.
“Airframe” means the Aircraft, excluding the engines and the aircraft
documents.
“AOG” means the Aircraft on ground for technical reason.
“Aviation Authority” means the authority (-ies) who shall from time to
time be vested with the control and supervision of, or have jurisdiction
over, the registration, airworthiness or operation of civil aircraft, entitled to
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grant, refuse, revoke or suspend an operating licence or AOC Air Operator
Certificate (AOC) or other matters relating to civil aviation, in Lithuania,
Vietnam or any other state to and from which the Aircraft may be flown or
overflown;.
“Basic Lease Price” the minimum Rent payable by Lessee to Lessor for
each month of the term, equal to the amount as detailed in Exhibit C of this
Agreement, (hereinafter referred to of the Term to as “Basic Lease
Price”). For any relevant period of less than a month, the Basic Lease
Price shall be pro-rated, always based on assumption that one month has
30 days.
“Block Hour” shall mean each hour or part thereof elapsing from the time
between an aircraft first moving on its own means from parking place for
the purpose of taking off until it comes to rest on the designated parking
position and all engines or propellers are stopped as recorded in the

logbooks of the Aircraft. For the purposes of calculations under this
Agreement measured in Block Hours, such hours (including fractions
thereof) shall be measured in units of 1/60 th (one sixtieth) of an hour (each
unit consisting of 1 (one) minute).
“Business Day” means a day, other than a Saturday or Sunday, on which
banks in Republic of Lithuania Vilnius and Hanoi Vietnam are open for the
transaction of business contemplated by this Agreement;.
“Cabin Crew” means one senior cabin crew (purser) and two flight
attendants.
“Commencement Date” means on or about 15 May 2019.
“Dollars”, “USD” and the symbol “$” means the lawful currency of the
United States of America;.
“Event of Default” means any of the events specified in Clause 17.
“Excluded Country” means any country in, to or over which the Lessor is
or may at any future time be prohibited from operating flights by virtue of
any applicable law, regulation or countries or be prohibited by the owners
of the Aircraft, or prohibited by the Head Lease Agreement or countries for
which the Lessor’s or the Lessee’s policies of insurance do not provide
coverage. Lessor shall immediately inform Lessee if Flight Program
provided by Lessee covers any Excluded Country.
“Flights” or “Flight Program” means the flights detailed in Exhibit “A”
(as amended from time to time) to this Agreement and ferry flights.
“Flight Crew” means Flight Deck Crew and Cabin Crew.
“Flight Deck Crew” means one captain and one first officer (Co-pilot)
“Force Majeure” means a delay or failure to act due to or arising out of
acts of God or hijacking, civil war, insurrection, riot, fire, flood, explosion,
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earthquake, volcanic activity and/or volcanic ash causing the closure of

airspace to be used in the performance of any Flight(s), snow, ice and
other severe inclement weather, epidemic, quarantine restriction, any act
of terrorism, any act of any Government Entity, governmental priority,
allocation, regulation, strike or labour dispute (other than a strike or labour
dispute involving Lessor’s employees or occurring at Lessor’s own base of
operations) causing cessation, slowdown or interruption of work, inability
after due and timely diligence to procure equipment, data and materials
from suppliers or any other cause to the extent that such cause is beyond
the reasonable control of Lessor or Lessee and not occasioned by that
Party’s gross negligence or wilful misconductany unforeseen cause to the
extent that such cause is beyond the reasonable control of the party
relying on the existence of a force majeure situation.
“Government Entity” means and includes (i) any national government,
political subdivision thereof, or local jurisdiction therein; (ii) any board,
commission, department, division, organ, instrumentality, court or agency
of any thereof, howsoever, constituted; and (iii) any association,
organisation or institution of which any thereof is a member or to whose
jurisdiction any thereof is subject or in whose activities any thereof is a
participant.
“Head Lease Agreement” means the dry lease and operation agreement
dated________________, as amended from time to time, between the
Lessor as lessee and SPV of WorldStar Aviation as lessor or other head
lease agreement as may be advised by Lessor.
“Head Lessor” means SPV of WorldStar Aviation and each of its legal
successors in title from time to time (if any), notified by Lessor to Lessee in
writing or other head lessor as may be advised by Lessor.
“Lessor Indemnitees” means Lessor, the Head Lessor of the Aircraft, the
Owner and in each case any of their respective affiliates and each of their
respective officers, directors, agents, subsidiaries, shareholders,
members, partners, managers, servants, representatives, beneficiaries,

contractors, subcontractors, successors, assigns and employees, also any
other persons, if any, notified by Lessor to Lessee (in writing) as required
to be added as additional insureds on insurance policies pursuant to the
Head Lease Agreement.
“Minimum Utilisation” means the minimum number of Block Hours per
each month of the Term as defined in Exhibit C of the Agreement. Block
Hours cannot be pooled across months of the Term.
"Law" or “law” means and includes (i) any statute, decree, constitution,
regulation, order or any directive of any Government Entity; (ii) any treaty,
pact, compact or other agreement to which any Government Entity is a
signatory or party; (iii) any judicial or administrative interpretation or
application of any thereof; and (iv) any amendment to or revision of any of
(i) to (iv) above.

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“Lessee Indemnitees” means Lessee and any affiliate and each of their
respective officers, directors, agents, subsidiaries, shareholders,
members, partners, managers, servants, representatives, beneficiaries,
contractors, subcontractors, successors, assigns and employees.
"Lessor's Personnel" means any and all of Lessor's employees or other
dedicated persons duly qualified and licensed by the Aviation Authority
where required and delegated to perform Lessor's obligations during the
Term.
“Operational Base Station” or “Operational Base” shall mean Vietnam,
Hanoi International Airport (HAN) or such other places as agreed in writing
between the Parties;
“Other Agreement” means any other lease entered into between Lessor
and Lessee in respect of any of the Other Aircraft.

“Other Aircraft” means the one (1) Airbus A319 aircraft bearing
manufacturer serial number 4691.
“Owner” means the Head Lessor and each of its legal successors in title
from time to time (if any), notified by Lessor to Lessee in writing.
“Rent” means any sum payable by Lessee to Lessor under this
Agreement.
“Return Date” means 15 May 2020 unless otherwise agreed in writing by
both partiesParties.
“Security Interest” means any security interest, however and wherever
created or arising, including without limitation, any mortgage, charge,
pledge, lien, encumbrance, claim, security, assignment, hypothecation,
right of setoff, right of detention or other agreement or arrangement having
the effect of creating a security interest.
“Replacement Aircraft” means an Airbus A319 aircraft other than the
Aircraft, equipped with same or better equipment and having at least the
same capacity, and navigation and communications equipment,
accessories and instruments installed as the Aircraft and with all flight
manuals, maintenance manuals, log records, and historical records in
good order, duly maintained and updated, unless agreed otherwise by
Lessor and Lessee, provided that, any such aircraft shall be operated in
accordance with, and pursuant to, the provisions of this Agreement as if
references to “Aircraft” were to “Replacement Aircraft”.
“State of Registration” means Republic of Lithuania.
"Taxes" or "taxes" means any and all goods and services, sale, use,
personal, property, customs, value added, turnover, stamp, interest
equalization, income, gross receipts, franchise, foreign contractor or other
similar taxes, fees, withholdings, imposts, duties, levies or other charges of
any nature, together with any related penalties, fines or interest thereon,
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imposed, levied or assessed by or otherwise payable to, any Government
Entity.
“Term” the period commencing on the Commencement Date and ending
on the Return Date or such other earlier date when the Aircraft is returned
to Lessor in accordance with this Agreement.
“Traffic Documents” means the passenger ticket’s, baggage checks,
airway bills and any other documents issued by Lessee in relation to any
passenger or baggage which may be carried on the Aircraft.
“Total Loss” means, with respect to the AirframeAircraft:
(a)
the actual, arranged or constructive total loss of the Airframe
Aircraft (including any damage to the Airframe Aircraft which
results in an insurance settlement on the basis of a total loss,
or requisition for use or hire which results in an insurance
settlement on the basis of a total loss);
(b)
the Airframe Aircraft being destroyed, damaged beyond
repair or permanently rendered unfit for normal use for any
reason whatsoever;
(c)
the requisition of title, or other compulsory acquisition,
capture, seizure, deprivation, confiscation or detention for
any reason of the Airframe Aircraft by the government of the
State of RegistrationGovernment Entity (whether de jure or
de facto), but excluding requisition for use or hire not
involving requisition of title; or
(d)
the hijacking, theft, condemnation, confiscation, seizure or
requisition for use or hire of the Airframe Aircraft which

deprives any person permitted by the Head Lease
Agreement to have possession and/or use of the Airframe
Aircraft for more than ninety (90) consecutive days.
“Total Loss Date” means:
(a)
in the case of an actual total loss, the actual date on which the loss
occurs or, if such date is unknown, the day on which the Aircraft was last
heard of;
(b)
in the case of any of the events described in subparagraph (a) of
the definition of “Total Loss” (other than an actual total loss), the earlier of
(i) 30 days after the date on which notice claiming such total loss is given
to the relevant insurers, and (ii) the date on which such loss is admitted or
compromised by the insurers;
(c)
in the case of any of the events described in subparagraph (b) of
the definition of “Total Loss”, the date on which such destruction, damage
or rendering unfit occurs;
(d)
in the case of any of the events described in subparagraph (c) of
the definition of “Total Loss”, the date on which the relevant requisition of
title or other compulsory acquisition, capture, seizure, deprivation,
confiscation or detention occurs; and
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(e)
in the case of any of the events described in subparagraph (d) of
the definition of “Total Loss”, the expiry of the period of ninety (90) days
referred to in such subparagraph (d);

and, in each case, the Total Loss shall be deemed to have occurred at
noon Greenwich Mean Time on such date.
1.2. Except where the context otherwise requires, references in this
Agreement to:

2.

(1)

Clauses or Exhibits are, unless otherwise specified, references to
Clauses of, and Exhibits to, this Agreement and references to this
Agreement include its Exhibits;

(2)

any statute or other legislative provision shall be read to include any
statutory or legislative modification or re-enactment thereof or any
substitution therefore;

(3)

the word “person” or “persons” or to words importing persons
include, without limitation, individuals, firms, partnerships, joint
ventures, trusts, Government Entities, organisations, associations,
corporations, governments agencies, committees, departments,
authorities and other bodies, corporate or incorporate, whether
having legal distinct personality or not, or any member of the same;

(4)

words importing the plural shall include the singular and vice versa;

(5)

any agreement or instrument shall include such agreement or
instruments as it may from time to time be amended, supplemented
or substituted;

(6)

headings in this Agreement are for ease of reference only and shall
not affect the construction or interpretation of this Agreement.

LEASE OF AIRCRAFT

2.1.

Lessor agrees to wet lease the Aircraft to Lessee and Lessee agrees to
take the Aircraft on wet lease from Lessor for the duration of the Term on
ACMI basis under the terms and subject to the conditions of this
Agreement.

2.2.

2.1. Subject to no Lessee Event of Default having occurred and is
continuing, Lessor shall make the Aircraft available to Lessee
throughout Term for the purpose of enabling Lessee to fulfil the
whole of the Flight Programme.

2.3.

Subject to no Lessee Event of Default having occurred and continuing, at
the commencement of each Flight, Lessor shall ensure that the Aircraft is
delivered to Lessee at Operational Base in a timely manner, properly
prepared and equipped to enable the Flight to take place with a full
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complement of passengers and cargo in accordance with the relevant
regulations.
2.4.

Subject to the Clause 2.2. at all times the Aircraft is being made available
to Lessee under this Agreement, Lessor shall ensure that the Aircraft:
(a)

is properly registered on the Lithuanian Register of Civil Aircraft and
operated under a [*] AOC throughout the Term; and

(b)

have a valid certificates of airworthiness for use in commercial air
transport of passengers; and

(c)

is in an airworthy condition with all airworthiness directives
incorporated; and

(d)

is equipped for the purpose of completing the Flights that they are
to undertake; and

(e)

is insured in accordance with the requirements set out in Clause 21
below;

(f)

is in 132Y economy and 8C business class passenger seat
configuration.

2.5.

The Aircraft (including any Replacement Aircraft) shall be for the sole and
exclusive use and benefit of Lessee and shall not be used or operated
for, or made available by Lessor to, any other person (including for the
purposes hereof, any and all Indemnitees) during the Term.

2.6.

If the Flight is not performed due to the unavailability (whether through
unserviceability or otherwise) of the Aircraft, the Minimum Utilisation will
be reduced proportionately for each planned Block Hour not flown by the
Aircraft because of such unavailability. If such non -performance of the
Flight is in circumstance which is not contemplated by Clause 18 (Force
Majeure) or any reasons attributable to Lessee and the Aircraft is
unavailable for more than 48 12 consecutive hours, then Lessor shall use

its best commercial endeavours to provide an equivalent Replacement
Aircraft at no additional costs to Lessee an alternative substitute aircraft
of similar capacity for the Lessee in order to perform the Flight. Any
further liability of Lessor in relation to non-performance of a Flight as
contemplated by this Clause 2.4 5 shall be excluded.

2.7.

If the Aircraft suffers Total Loss or becomes permanently unavailable
because of unserviceability (whether before the Commencement Date or
after), this Agreement shall be terminated in accordance with Clause 19.1
unless the Lessee at the proposal of Lessor chooses to receive from the
Lessor as a Replacement Aircraftsubstitute an alternative aircraft of the
similar type, quality and configuration. For avoidance of doubt, Lessor
shall never be obliged to provide a Replacement Aircraftan alternative
substitute aircraft.

3.

CONDITIONS PRECEDENT
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3.1.

3.1. Lessor's obligations, including but not limited to the obligation to
deliver the Aircraft on the Commencement Date, hereunder shall be
subject to and conditional upon the Lessor having received to
Lessor’s complete satisfaction:
(a)

the Commitment Fee stipulated in Clause 9 and all the payments
contemplated by this Agreement that should be received before
Commencement Date in full without any deductions; and

(b)

certificates of insurance and brokers’ letters of undertaking (if
applicable) as evidence of and compliance with the Lessee’s
insurance obligations hereunder not later than 14 (fourteen)
calendar days before the Commencement Date; and

(c)

evidence satisfactory to the Lessor that all necessary permissions,
consents, licenses and approvals (including those permissions,
consents, licenses and approvals which must be obtained by the
Lessor (if any)) issued by the Aviation Authority and other applicable
authorities in the State of Registration and the Operational Base
have been obtained for the operation of the Flights by the Aircraft
and Lessor’s personnel not later than 10 (ten) calendar days before
the Commencement Date; and

d)

the written statements contemplated by Clause 14.2 hereof, if
requested by Lessor; and

(e) copies of Lessee's certificate of incorporation within seven (07) days of
the execution date of this Agreement, all required corporate

approvals and decisions to enter into this Agreement within 7
(seven) Business Days of the execution date of this Agreement; and
(f) aviation authorities authority of Vietnam’s approval of this Agreement
before the Commencement Date, if applicable, within 3 (three)
weeks of the execution date of this Agreement; and
(g) aviation authority of Republic of Lithuania has approved this Agreement
before the Commencement Date (if applicable); and
(h) copies of Lessee’s most recent interim financial accounts within 30
days after the date of this Agreement;
(i) the Head Lessor has approved this Agreement and its certain clauses
not later than ten (10) days before the Commencement Day (if
applicable); and
(j) no Total Loss of the Aircraft have occurred before the Commencement
Date;
(k) Flight Crew that pursuant to the terms of this Agreement has to be
provided by Lessor has all necessary permissions (including, but
9


not limited to work permissions), consents, licenses, visas,
approvals and all other required documents (including, but not
limited to, travel documents) and comply with the requirements of
the countries, from which, to which and through which the Flights
are operated (including, but not limited to, requirements regarding
board crossing, transition, immigration and etc.), unless these
permissions are not received due to wilful misconduct or negligence
of Lessor.
3.2.

These Conditions Precedent set out in Clause 3.1. are for the sole benefit

of Lessor and may be waived or deferred by Lessor in whole or in part. In
case any of the Conditions Precedent set out in Clause 3.1. is not satisfied
or does not occur, the Lessor shall be entitled to unilaterally following
written notice to Lessee to terminate the Agreement with the immediate
effect and without any consequences and/or liabilities to Lessor (including,
but not limited to, damages arising to the Lessee, passengers, shippers or
third persons) and without further obligation or liability owed between the
Parties, other than with respect to confidentiality and Commitment Fee or a
part of it return (if any has been paid) and the Parties shall not request or
claim from each other to refund any loss or damage occurred because of
such termination. The Commitment Fee shall be refunded to Lessee within
three (03) days upon Lessee’s request. However, notwithstanding anything
to the contrary contained in this Agreement, the Commitment Fee shall not
be refunded in the cases where this Agreement has been terminated due
to non-occurrence of any of the Conditions Precedent due to the reasons
attributable solely and directly to Lessee. For avoidance of doubt, any
decision made by aviation authority shall not be considered attributable to
Lessee, except the cases of wilful misconduct or gross negligence of
Lessee.

3.3. Lessee’s obligations, including but not limited to the obligation to take
delivery of the Aircraft on the Commencement Date, hereunder shall be subject to
and conditional upon the Lessee having received to Lessee’s complete
satisfaction:
(a)

evidence satisfactory to the Lessee that all necessary permissions,
consents, licenses and approvals (including those permissions,
consents, licenses and approvals which must be obtained by the
Lessee (if any) issued by the Aviation Authority and other applicable

authorities in the State of Registration and the Operational Base have
been obtained for the operation of the Flights by the Aircraft and
Lessor’s personnel not later than ten (10) calendar days before the
Commencement Date;

(b)

copies of Lessor’s certificate of incorporation, all required corporate
approvals and decisions to enter into this Agreement within seven (07)
(seven) calendar days of the execution date of this Agreement;

(c)

copies of Lessor’s most recent interim financial accounts within thirty
(30) days after the date of this Agreement; and

(d)

certificates of insurance and broker’s letter of undertaking (if applicable)
as evidence of and compliance with the Lessor’s insurance obligations
10


hereunder not less than 14 (fourteen) calendar days before before the
Commencement Date.
3.4

These Conditions Precedent set out in Clause 3.3 are for the sole benefit
of Lessee and may be waived or deferred by Lessee in whole or in part. In
case any of the Conditions Precedent set out in Clause 3.3. is not satisfied

or does not occur, the Lessee shall be entitled to unilaterally following
written notice to Lessor to terminate the Agreement with the immediate
effect and without any consequences and/or liabilities to Lessee (including,
but not limited to, damages arising to the Lessor, passengers, shippers or
third persons) and without further obligation or liability owed between the
Parties, other than with respect to confidentiality and Commitment Fee or a
part of it return (if any has been paid) and the Parties shall not request or
claim from each other to refund any loss or damage occurred because of
such termination. The Commitment Fee shall be refunded to Lessee within
three (03) days upon Lessee’s request. However, notwithstanding anything
to the contrary contained in this Agreement, the Commitment Fee shall not
be refunded in the cases where this Agreement has been terminated due
to non-occurrence of any of the Conditions Precedent due to the reasons
attributable solely and directly to Lessee. For avoidance of doubt, any
decision made by aviation authority shall not be considered attributable to
Lessee, except the cases of wilful misconduct or gross negligence of
Lessee.

4.

TERM
The Term shall consist of 02 (two) separate Terms as follows:
(i)

The first Term shall commence from [*] to [*] or such other dates as
mutually agreed between the Parties subject to continuous
availability of Lessor;

(ii)

The second Term shall commence from [*] to [*] or such other dates
as mutually agreed between the Parties subject to continuous
availability of the Lessor.

The Term may be extended only by written agreement signed by the duly
authorized representative of each of the Lessor and the Lessee.
5.

DELIVERY

5.1.

5.1. At the Commencement Date, the Lessor shall make the Aircraft
available to the Lessee at Operational Base or at such other location
as the parties Parties may agree in writing. The Lessor shall make the
Aircraft available to the Lessee or its representatives for a physical
pre-delivery inspection at such location as indicated by the Lessor at
the costs of the Lessee on or about 06 May 2019 or another time
agreed between the Parties.

5.2.

In the event that the Aircraft is not made available by Lessor on the
Commencement Date, Lessor shall pay to Lessee by way of liquidated
11


damages as a genuine pre-estimate of its losses incurred as a result of
such non-performance by Lessor the sum of US$ 10,000 per days until
such time as the Aircraft is made available to the Lessee, except events

that are out of Lessor’s control.
5.3.

If, on the Commencement Date, the Lessor is unable to comply with its
obligations under the provisions of this Agreement due to the reason of
Force Majeure then this shall not be deemed as Lessor Event of Default
under the terms of this Agreement for any resulting delay.

5.4.

On the Commencement Date and at all times during the Term the Aircraft
shall be clean, airworthy, in good operating condition, with a current valid
unrestricted Certificate of Airworthiness and Airworthiness Review
Certificate, and with all systems functioning within manufacturer’s limits in
accordance with their intended use.

5.5.

5.2. The Aircraft shall be delivered on the Commencement Date in
Lessee’s livery. Lessor shall decorate the fuselage and tail of the Aircraft
with Lessee’s name and logo at Lessee’s cost per Aircraft for each Lease
Term. Such decoration shall be by application of stickers or decals,
provided that Lessor shall remove any such decoration, repair any damage
sustained during such removal of decals at no additional cost to Lessee;
and accept return of the Aircraft as it was received.

5.6.

5.3. The parties Parties hereby agree that the Aircraft shall at all times
during the Term remain in the possession and under the operational

control of the Lessor and that the Lessee shall have no rights in the Aircraft
other than those expressly granted in the Agreement herein.

5.7.

5.4. The Lessor at the commencement of the Term shall be credited with
the quantity of fuel in the fuel tanks of the Aircraft. The amount of fuel
delivered with the Aircraft on the Commencement Date shall be recorded
on the technical log. Accordingly, the amount of fuel returned with the
Aircraft at the time of redelivery of the Aircraft shall be also recorded on the
technical log to the credit of the Lessee. Within 10 (ten) Business Days
after the end of the Term the relevant party Party shall reimburse the net
balance of fuel costs, based on the fuel price that Lessor’s suppliers grant
to Lessor (or if Lessee requires, on the fuel price that Lessee’s suppliers
grant to Lessee in Hanoi, Noi Bai International Airport (HAN) on date of
redelivery of that aircraft) in Hanoi, Noi Bai International Airport (HAN) on
the date of redelivery of the Aircraft.

5.8.

5.5. Prior to the Commencement Date, and/or at a mutually convenient
time and upon prior written notice, the Lessor shall permit the Lessee and
its competent authority to perform and assist the Lessee in performing
such audit of the Lessor as the Lessee or competent authority is required
to perform under the relevant regulations.

6.

RENTAL

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6.1.

The Lessee guarantees the performance and agrees to pay to the Lessor
for the Minimum Guaranteed Block Hours per month at the Rental Rates
as defined in details in Exhibit C during the periods as defined in Exhibit C,
irrespective of whether these Block Hours of Minimum Utilisation were
flown during the respective month (or the Term respectively) or not. Block
Hours cannot be pooled across months of the Term.

6.2.

The Lessee must pay to the Lessor, as Rent for the lease of the Aircraft,
Guaranteed Block Hour Rate, which amount is defined in Exhibit C of this
Agreement, for each Block Hour of the Minimum Utilisation (hereinafter
referred to as the “Guaranteed Block Hour Rate”). In addition, the
Lessee must pay to the Lessor, as Rent for the lease of the Aircraft, the
additional amount, which is defined in Exhibit C of the Agreement, for each
Block Hour in excess of the Block Hours of Minimum Utilization during the
Term (hereinafter referred to as the “Additional Block Hour Rate”).

6.3.

After the end of each month period of the Lease Term Lessor and Lessee
shall do a reconciliation of the Block Hours performed based upon
Lessor’s journey log, versus the actually paid Block Hours under this
Agreement. If the number of the Block Hours actually performed is less
than Minimum Utilization, the Basic Lease Price shall not be paid back to

the Lessee. If the number of Block Hours performed during the previous
month of the Term is more than 290 (two hundred ninety) Block Hours,
then Lessee pays to the Lessor for such additional Block Hours
performance at Additional Block Hour Rate within ten (10) days in arrears
of the month of operation and Lessee’s receipt of invoice from Lessor.

6.4.

Lessor and Lessee agree that the Guaranteed Block Hour Rate is based
on the 1,3:1 Flight Hour to Cycle ratio. Therefore, if Flight Hour to Cycle
ratio during any month of operation within the Term goes below the
average ratio indicated (1,3:1) the amount of US, defined in Exhibit C of
this Agreement, per each Flight Hour (to be considered as additional Rent)
must be additionally paid to Lessor (within 10 (ten) Business Days after
Lessee receives invoice from Lessor) for each Flight Hour of 0.1:1 or part
thereof from the base of 1,3:1. For avoidance of doubt, there shall be no
adjustment if the Flight Hour to Cycle ratio goes above the average ratio
indicated. The additional Rent payable is set forth in the table in Exhibit C
of the Agreement.

7.

PAYMENTS

7.1.

All payments to be made under this Agreement by Lessee to Lessor shall
be made directly into the Lessor's bank account having the following
details (or other account indicated by Lessor in writing):
Beneficiary name:

Bank Name:
Bank Address:
SWIFT:

GetJet Airlines UAB
Luminor Bank AB
Konstitucijos pr. 21A, 03601 Vilnius, Lithuania
AGBLLT2X
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IBAN:

LT924010051004202526

All payments to be made under this Agreement by the Lessee to the
Lessor shall be made in the currency stated in this Agreement and shall be
free of any and all bank charges and fees or other deductions. All bank
charges and fees shall be for the account of the Lessee.
7.2.

Rent payments and all other sums payable under this Agreement shall be
deemed to have been made on the date on which they are received in the
Lessor’s account. If any Rent payments or other sums payable hereunder
fall due for payment on a day which is not a Business Day, then payment
shall be made on the Business Day following such due date.

7.3.

Without limiting the rights of the Lessee generally, Lessee’s obligation to

make payments under this Agreement shall be done under any and all
circumstances, notwithstanding any breach of any term, warranty or
condition in this Agreement by either party Party and any sum required to
be paid by Lessee under this Agreement shall not be subject to any right of
set-off, counterclaim, recoupment, defence, abatement, withholding,
suspension, deferment or reduction, for any reason whatsoever.

7.4. Time shall be of the essence in respect of all payments due under this
Agreement.
7.5.

If any amount due and payable by the Lessee hereunder is not paid on the
due date for payment thereof in the manner herein stipulated, the Lessee
shall pay to the Lessor interest at the annual rate of 7 % on such overdue
payment starting on the due date for payment thereof and ending on the
date on which the same is received or recovered by the Lessor in full.

8.

TAXATION

8.1.

All payments made by Lessee under this Agreement including all rentals,
fees and indemnities shall be made in full without any deduction or
withholding (whether in respect of set-off, counterclaim, duties or Taxes,
charges or otherwise) howsoever imposed by any jurisdiction unless
Lessee is required by any applicable law to make any deduction or
withholding from payments of Rent, interest and other sums due to the
Lessor under this Agreement, then the Lessee shall pay to the Lessor such

additional amounts immediately to ensure that, after the making of such
deduction or withholding, the Lessor receives a net sum equal to the sum
amount which it would otherwise have received without such withholding
or
deduction.

8.2.

Lessee shall assume full responsibility for and indemnify Lessor on an
after-tax basis against any and all Taxes, which may arise from this
Agreement, the positioning, use, operation, maintenance, alteration, repair,
installation, replacement or substitution of parts or engines, exportation,
importation, carriage of passengers or freight or the repositioning of the
Aircraft, the provision of services and Lessor’s Personnel, other than: i)
Taxes levied in the state State of registration Registration of the Lessor on
the Lessor’s net income or capital or the net income of Lessor’s personnel
14


and ii) Taxes arising as a result of the financing of the Aircraft by the Head
Lessor; (b) subject to the Clause 14.1 t) ix), arising from maintenance
related actions and; iii) Taxes arising as a result of gross negligence or
willful misconduct of the Lessor, in each case for which the Lessor is solely
responsible under this Agreement.
8.3.

In the event Lessor or Lessor’s personnel shall have paid or are required
to pay any Taxes for which Lessee is responsible pursuant to this
Agreement, Lessee shall indemnify Lessor and such of Lessor’s personnel
from and against such Taxes except where they arise due to the act,

omission, gross negligence or wilful misconduct of Lessor.

8.4.

Tax Residence Certificate
Lessor shall:

8.4.1

Provide to Lessee on or before the Delivery Date, a tax residence
certificate; and

8.4.2 Following Lessee’s request (no more frequent than once annually), as
soon as reasonably practicable after the beginning of each calendar year
occurring during the Lease Term and upon receipt from the Lithuanian Tax
Authorities provide a copy of a tax residence certificate for the relevant
period, except in each case in circumstances where the Lithuanian Tax
Authorities cease to issue or changes the basis on which tax residence
certificates are issued generally to aircraft owners and lessors (in which
case the Lessor shall provide such other documents that the Lessee may
reasonably request and as may be available to the Lessor to evidence its
tax residency) or unless the Lessor ceases to be tax resident in Lithuania
as a result of a change in law.
8.5.

Both Parties shall be responsible to furnish/ fulfil its Taxes filing
requirement in any jurisdiction with respect to transaction contemplated by
this Agreement. Both Parties will provide such information as may be
reasonably requested by other Party to enable it to fulfil its Tax filing or
other information reporting however, no Party shall be required to provide

any information or documents which would put respective Party in breach
of
any
applicable
laws
or
other
agreements.

8.6.

If applicable law requires Lessee to withhold and pay Taxes to the relevant
Government authority on behalf of the Lessor pursuant to this Agreement,
Lessor has a right to request Lessee to provide necessary supporting
documents evidencing such payment.

9.

COMMITMENT FEE

9.1.

Lessee shall pay the amount of the Commitment Fee, defined in Exhibit C
of the Agreement, which shall secure payment of all sums due and the
faithful performance by the Lessee of its obligations under this Agreement
and any Other Agreement (the “Commitment Fee”). The Commitment Fee
must be paid by Lessee to Lessor on the dates and amounts as defined in
15

Exhibit C of the Agreement, which shall remain non-refundable during the
Lease Term, except the cases provided for in this Agreement.
9.2.

Any interest earned on the Commitment Fee shall accrue for the benefit of
the Lessor.
In addition to all other rights the Lessor has under this Agreement or
applicable Law, the Lessor may with 5 (five (05)) calendar day prior notice
in writing to the Lessee setoff against, use, apply or retain all or any part of
the Commitment Fee in full or partial payment of amounts due and
payable by the Lessee under this Agreement or Other Agreement.

9.3.

If the Lessor uses or applies all or any part of the Commitment Fee, such
use or application shall not be deemed a cure by the Lessee, or waiver by
the Lessor or any other person, of any Lessee Event of Default.
The unused portion of the Commitment Fee shall be returned to the
Lessee (without interest) after final reconciliation, but not later than thirty
(30) days following termination of the leasing of the Aircraft under this
Agreement, provided always that: (i) the Lessor has received official
confirmation from Authorities that all overflights under this Agreement are
fully paid and that no amounts due to Authorities under this Agreement
which give rise to an immediate risk that the Aircraft will be impounded are
owed, and (ii) no amounts are owed under the Agreement or Other
Agreement (the latter only if Commitment Fee held at that time under
Other Agreement is insufficient to cover the amount owed under Other
Agreement).

9.4.

Whenever the balance of the amount of the Commitment Fee becomes
less than the original amount specified hereof in the Clause 9.1. Lessee
must make a further payment to Lessor sufficient to restore such amount
to the original amount not later than five (05) Business Days after the issue
of the request in writing of the Lessor. Failure by Lessee to restore the
Commitment Fee in the required amount on the due date shall entitle
Lessor to treat such failure as an Lessee Event of Default.

10. COMMERCIAL CONTROL
10.1. Commercial control of the Aircraft during the Term shall be vested in the
Lessee.
The Lessee shall, subject to operational and technical
considerations as specified in Clause 11, be solely competent to cancel,
delay or re-route a Flight for commercial reasons. Subject always to
Clause 11, the Lessor’s Flight Deck Crew shall comply with all reasonable
instructions of the Lessee where such instructions are commercial in
nature.
10.2. Notwithstanding the provisions of Clause 10.1 or any other provision to the
contrary, the Lessee may not require the Aircraft to operate in, to or over
any Excluded Country, in violation of (to its knowledge) any law of any
Government Entity having jurisdiction over Owner, Lessor, Head Lessor,
Lessee or the Aircraft, in violation of any US, EU or UN sanctions, of any
16


export Laws (howsoever denominated) applicable to Lessor, Head Lessor
or Owner.
10.3. Lessor shall during the Term not let, charter or hire or otherwise make
available the Aircraft (other than as required for maintenance according to

the manufacturer’s maintenance planning document from time to time) to
any other party without the prior approval of the Lessee in writing.
10.4. Lessee shall utilize the Aircraft for the carriage of passengers and baggage
only and shall not:
(i)

11.

create or permit to exist any Security Interest on the Aircraft; or

(ii)

cause the change of Aircraft registration from Republic of Lithuania;
or

(iii)

sub-lease the Aircraft to any third parties.
OPERATIONAL CONTROL

11.1. Lessor shall be responsible for the technical operation of the Aircraft and
the safe performance of the Flights and shall retain full operational control
and possession of the Aircraft to enable it to do so. In particular, the
commanders of the Aircraft shall for the purpose of the safe performance
of the Flights have absolute discretion in all matters concerning the
preparation of the Aircraft for the Flight, the load carried and its distribution,
the decision whether or not a Flight shall be undertaken, the route to be
flown and any deviation there from, the time and place where landings
should be made and all other matters relating to the technical operation of
the Aircraft, and the Lessee shall accept all such decisions of the captain

as final and binding. The Lessor shall not be liable to the Lessee for any
loss, damage, costs or claims whatsoever and howsoever arising as a
result of any such bona fide decisions provided that (i) the Lessor has
used its reasonable commercial efforts to avoid any such loss, damage,
cost or claim arising as a result of any such decision and (ii) such loss,
damage, cost or claim are not caused by Lessor’s gross negligence or
wilful misconduct.
In case Lessee does not agree with the commanders’ decision, it shall
express its concern to Lessor and Lessor’s operational manager will
consult properly with Lessee and cooperate with Lessee to find the best
solution.
11.2. The operation of the Aircraft shall be carried out in accordance with the
standards and practices of the Lessor as set out in the Lessor's
Operations Manual.
In case Lessor’s Operations Manual is not compliance with CAAV
requirement for wet-lease aircraft, Lessor shall use its best commercial
efforts to comply with such requirements, if possible.
17


The Lessor shall maintain all logs and records pertaining to the Aircraft in
accordance with the rules and regulations of the Aviation Authority. Copies
of such records shall be made available to the Lessee upon written
request. Lessor shall provide to Lessee copies of Techlog on a daily basis.
11.3. It shall be the sole responsibility of the Lessee to file tariffs and schedules
and to prepare and file all other documents and reports with any
Government Entity whatsoever concerning the operation of Flights (other
than in respect of those obligations required of the Lessor as operator of
the Aircraft) hereunder.
11.4. The Flights will be operated under the Lessee’s flight numbers.

11.5. The Flights will be operated under the Lessee’s call sign.
11.6. Each party Party shall send all arrival/departure and related messages
relating to Flights performed in accordance with the Agreement to the
appropriate departments of the other partyParty.
Subject to the terms of this Agreement, the Lessee shall make the Aircraft
available to the Lessor for the performance of such maintenance and
repair as the Lessor is required to perform under all applicable laws and
regulations (to be in compliance with EASA regulations). There will be no
C check due during the Lease Term. The Lessor shall provide at least one
month before the Commencement Date the maintenance schedule for the
purpose of Flights planning.
11.7. Lessee at the sole cost of Lessee will obtain all necessary documents,
visas, consents, or certificates required in connection with the operation of
the Aircraft under this Agreement (including but not limited to approval of
the aviation authority of the state where the Lessee is situated and visas to
the Lessor’s Personnel).
11.8. Lessee shall cause the Aircraft to be loaded in accordance with the
approved weight and balance manual, and load and trim sheets shall be
accurately compiled by the Lessee and made available to the Lessor
promptly on request.
11.9. The Lessee must submit the Flight Program for the Term to Lessor before
the Commencement Date, but not later than on or before 25 April 2019.
The Lessor shall confirm the Flight Program or propose amendments (that
are subject to flight duty time limits, maintenance, or other operational,
technical and other causes) to the Flight Program within two (02) weeks
after receiving it. The Parties shall negotiate in good faith to agree on
Flight Program.
11.10. Lessee shall not use the Aircraft for the carriage of:
(a)

whole animals living or dead (other than living humans) except in the
cargo compartments according to I.A.T.A. regulations, and except
domestic pet animals carried in a suitable container to prevent the
escape of any liquid and to ensure the welfare of the animal;
18


(b)

acids, toxic chemicals, other corrosive materials, explosives, nuclear
fuels, nuclear wastes, or any nuclear assemblies or components,
except as permitted for passenger aircraft under the “Restriction of
Goods” schedule issued by I.A.T.A. from time to time and provided that
all the requirements for packaging or otherwise contained therein are
fulfilled;

(c)

any other goods, materials or items of cargo which could reasonably
be expected to cause damage to the Aircraft, and which would not be
adequately covered by the Insurances; or

(d)

any illegal item or substance.

12. FLIGHT CREW
12.1. Subject to Clause 3.1. items f), g) during the Term the Lessor shall provide
four (04) sets of qualified and licensed Aircraft type-rated complete Flight
Crew for the operation of the Aircraft and the Flights. The abovereferenced number of Flight Crew is calculated on the basis of 290 Block

Hours per month and in the event that 290 Block Hours are not to be
exceeded, but additional Flight Crew is required in order to perform the
Flights in accordance with the terms of this Agreement, then Lessor shall
provide an additional set of Flight Crew (or missing members of Flight
Crew) at no additional cost to Lessee.
12.2

If additional Flight Crew is required (above 290 Block Hours monthly
utilization) Lessee must inform Lessor in written notice of 10 days in
advanceabout that on or before 15 May 2019, and in such case Lessor
shall use its best commercial efforts to arrange for such Flight Crew to be
provided for the performance of the Flights under this Agreement for
additional cost of: USD 1350,000 (Thirty thousand United States
Dollars) per month per one set of Crew.

12.3 Lessor shall ensure all Flights are planned as to be completed within the
allowable flight duty period, taking into account the time necessary for all
pre-flight duties, all subsequent Flights, and all post flight duties in
accordance with procedures, limitations and restrictions set out in Lessor’s
Operations Manual. In case Lessor’s flight time limitations and rest
requirements used by Lessor are not more permissive than apply in the
state of registration of Lessee, Lessee shall promptly after the execution of
this Agreement provide Lessor with information in writing what additional
procedures, restrictions and/or limitations shall be followed or included in
the Joint Procedures Manual.
13. LESSOR’S RESPONSIBILITIES
Provided no default of Lessee has occurred and is continuing, the Lessor
shall during the Term:
13.1. Subject no AOG situation having occurred and being continuing and
Lessor having given Lessee prior notice in writing thereof ensure that the

Aircraft is (i) serviceable and equipped for commercial airline operations
19


and (ii) has a valid and current Certificate of Airworthiness from the
Aviation Authority and (iii) has onboard the official documents for the
operation of the Aircraft and the carriage of passengers and baggage on
the Flights and before the delivery of the Aircraft.
13.2. Provide the Flight Deck Crew and Cabin Crew pursuant to the terms of this
Agreement and sufficient engineers for maintenance of the Aircraft
pursuant to Clause 13.7.
13.3. Ensure that the Aircraft is maintained and operated in accordance with the
requirements of the Aviation Authority and in accordance with the Lessor’s
approved maintenance program. The Lessee shall make the Aircraft
available to the Lessor for the performance of such scheduled
maintenance and repair as is required to perform by the Aviation Authority
and/or its maintenance programme. The Lessor shall provide the Lessee
with a copy of its scheduled maintenance schedule for the Term. The
Lessor shall use its best efforts to schedule maintenance to avoid
conflicting with the Flight Program. The Lessor shall provide operations
officer at Operational Base.
13.4. Procure and maintain Insurance at its own cost as detailed in the Clause
21, except for the passengers, baggage and cargo legal liability and
contractual liability insurance.
13.5. Arrange that the Aircraft (and any replacement Replacement
aircraftAircraft) has a cabin which is clean and swept and the interior,
fixtures and decorations are uniform and ready for use on the
Commencement Date.
13.6. Ensure that the Aircraft (and any replacement Replacement aircraftAircraft)
is free of all liens on the date of Commencement Date that are capable of

immediate or foreseeable risk of the Aircraft being impounded (for
avoidance of doubt, any liens related with financing of the Aircraft shall not
be deemed as such) and during the Lease Term the Lessor has promptly
removed and discharged such liens on the Aircraft.
13.7. Provide sufficient engineers for maintenance.
13.8. Advise Lessee at all times on matters affecting the operational capability of
the Aircraft.
13.9. Provide Flight plans, FMC data, Terminal Charts, En-route charts,
navigation database, and computerized flight plans are provided.
13.10. Endeavour to avoid or to reduce delays caused by circumstances under its
control and minimize the impact on Lessee’s operations of those that are
beyond its control. Lessor will, in any case and without delay, provide
information to the Lessee about any progress of such a situation in order
for the Lessee to be able to adapt its operations to such circumstances as
soon as practically possible.
13.11. support printing flight documents for flight crew;
20


14. LESSEE’S RESPONSIBILITIES
14.1. In addition to the Rent and the Commitment Fee, during the performance
of the Flights under this Agreement the Lessee shall be responsible for
arranging and paying directly to the providers for all direct operating costs,
the following:
accommodation at fully air conditioned hotel (full board and factory
manufactured drinking water) of a four star standard or otherwise previously
approved by Lessor and reasonable ground transport for Lessor's crews,
mechanics, other maintenance and operational staff required for the
performance of the obligations of the Lessor under this Agreement between the
place of accommodation / residence and the airport at which the Aircraft is

based, and ground transport for crew and engineers when on duty whether at or
away from the Base. Accommodation conditions: a single room for each staff
member at 4 starts hotel or another accommodation approved by Lessor with
internet connection at each room and free laundry services, not more than six
items per one time.
(a)

medical assistance and ambulance service for emergency cases (if not
covered by Medical insurance provided by Lessor to its crew and other
personnel on duty) – costs incurred by Lessee to be rebilled to Lessor;
(b)

visas, work permits, ground security where for Lessor`s crew and other
personnel on duty where required for the purpose of Lessor performing its
obligations under this Agreement;
(c)

arranging and paying for the rotation of the Lessee’s Lessor`’s Crew and
other personnel on duty not less than one time per month (Operational Base home and home-Operational Base leave travel (not less than once per 45 days
for Flight Deck Crew and engineers, Cabin Crew not less than every 90 days).
(d)

positioning of the Crew and operational staff in relation to the Flights
to/from the airport at which the Aircraft is based, and any other reasonable duty
travel (included in connection with personnel replacement), all visas, airside
passes and work permits, when required in order for Lessor to perform its
obligations under this Agreement;
(e)

arranging for airside access and transport for Lessor's Maintenance,

Quality and Operations personnel at the airport at which the Aircraft is based;
(f)

(g) if requested by Lessor in writing, arranging and paying for suitable to the

Lessor, safe, clean, air-conditioned and lockable, not smaller than 20
square meters, exclusive for the use of the Lessor, office accommodation
and crew-briefing room with telephone, facsimile and Internet connection
(including all connection fees and software) for Lessor's technical and
administration personnel and Crew members at the Operational Base at
the airport or next to it at which the Aircraft is based;
arranging and paying for suitable to the Lessor, secure, safe, clean, airconditioned and lockable, not smaller than 20 square meters, exclusive for the
21
(h)


use of the Lessor, storage space for the safe storage of support inventory and
spare parts, at the airport at which the Aircraft is based as well as proper access
to such storage by Lessor’s Personnel;
any and all taxes, fees, security charges and related charges which are
assessed on a per passenger basis or based on air revenue (excluding taxes
based on the net income of the Lessor) which are imposed by any government
entity or airport authority, including, but not limited to, departure taxes, head
taxes, excise taxes and ticket taxes and air passenger duty to the extent they
are directly related to the performance by Lessor of its obligations under this
Agreement;
(i)

screening of passengers, baggage, mail and cargo, and all passenger
taxes, security charges and related charges and fines, Custom and Immigration

charges and related inspection fees;
(j)

any and all customs, immigration and inspection fees or charges,
including per passenger fees, overtime charges and services charges imposed
by any Government Entity;
(k)

procure and maintain insurance pursuant to the Clause 21 of this
Agreement;
(l)

procure and provide all documentation and approvals to be obtained in
relation to Operations, including all applicable government and regulatory
requirements for Operations;
(m)

(n)

cabin crew uniforms if required;

(o)

marketing, sales, ticketing and check-in;

free of charge freight on Lessee’s flight for reasonable spares required to
maintain the Aircraft, on the Lessee's airline route structure; and
(p)

(q) Any fines, sanctions or penalties granted by the airport and aviation

authority, airport noise and passenger fines; except those imposed due to
Lessor’s willful misconduct or gross negligence.
(r) support printing flight documents for flight crew;
(s) Cooperation while delay, slot change, re-file ATC flight plan.

other Direct Operating Costs, including but not limited to the items listed
as follows:
(i) re-fueling/de-fueling operations (including personnel to check and
verify the delivered fuel quantity and quality and supply of fluid
replenishment), fuels, de-icing fluid, lubricants and all maintenance
fluids and gasses and in plane services of fuel, lubricants and
other fluids, nitrogen and oxygen for the operation of the Aircraft;
including oil for hydraulic and engines.
(ii) ground handling and security at all locations serviced by the
Aircraft, including passenger, baggage, mail, cargo and crew
22
(t)


(v)

(viii)

handling (including baggage mail and cargo storage, loading and
unloading the Aircraft), and terminal and facility security in
connection with Operations;
(iii) the provision of labor and suitable equipment at all locations
serviced by the Aircraft to perform apron service including, but not
limited to, servicing of Aircraft toilets, air oxygen and fluids,

marshalling, chock, ground power during scheduled transit time,
de-icing, engine starting, firefighting, heating and cooling,
passengers and crew steps, water replenishment and ground to
cockpit communications;
(iv) interior cleaning of Aircraft to accepted international airline
standards, including cleaning of seat covers and cleaning of
carpets. Aircraft shall be made available by Lessor when required
for deep cleaning;
landing and all airport charges and taxes;
(vi) aircraft parking, hangar at the Base, towing and security, qualified
ground personnel to assist with Aircraft movement, push back,
tugs, tow bar and qualified personnel for taxi-in and push-out
procedures;
(vii) over flight charges and any other route navigation charges,
including traffic rights, over-fly and other Air Traffic Control and
enroute navigation charges incurred by Lessor in connection with
the operation of the Aircraft for the flights;
airport taxes, passenger related taxes and security taxes;
(ix) customs, immigration and inspection fees and formalities related
to Aircraft operations or supplies including all customs fees for the
incoming spares and tooling sent by Lessor, excluding customs
fees for the Aircraft Engines, Landing Gear and APU;
(x)
all catering for cockpit and cabin crew with one hot meal-set and
snack, as well as soft drinks per flight segment per crew member
for the Flights longer than 1h30min or sequence of three or more
consecutive Flights of length shorter than 1h30min, and snack as
well as soft drinks per Flight segment per Crew member for
flights of 1h30min and less (if applicable);
(xi)

all in-flight service materials and dry goods including but not
limited to In-Flight-Entertainment content and headsets,
airsickness bags, printing of safety on-board cards, blankets,
pillows and headrest covers (if applicable);
(xii) all load/trim services and dispatch by qualified personnel, unless
in the joint procedures manual the Parties, after having
negotiated in good faith, agreed otherwise;
(xiii) repairs due to direct acts of Lessee, Lessee's contractors or
agents or passengers, stolen or damaged parts excluding normal
wear and tear;
(xiv) any costs incurred in relation having Aircraft mechanics assisting
with maintenance on ah-hoc basis at the Operational Base.

14.2. If reasonably requested by the Lessor in writing, the Lessee shall at no
cost to Lessee deliver to the Lessor written statements relating to the
period of this Agreement, in form and substance reasonably acceptable to
Lessor, issued by the relevant creditors of the Lessee with respect to the
obligations of the Lessee under this Agreement, including but not limited to
23


fuel suppliers, handling agents, and the civil aviation authority of Vietnam,
to the effect that Lessee is not in default to such creditors or that any
relevant creditor is in discussions with Lessee by appropriate means, and
in each case there is no immediate risk of the Aircraft being impounded.
14.3. Lessee irrevocably and unconditionally agree that the Owner or the Head
Lessor of the Aircraft shall have the right to transfer its title to the Aircraft or
to mortgage the Aircraft or to make other financial arrangements regarding
the Aircraft and such actions on behalf of Head Lessor or the Owner shall
not create any ground to terminate this Agreement, provided always that

Lessor shall be liable for any increased costs or obligations for Lessee
arising directly or indirectly from such transfer, mortgage or other financial
arrangements as aforesaid.
14.4. Lessee shall provide reasonable support to Lessor in any customs
formalities that may be required under this Agreement.
15. TRAFFIC DOCUMENTS
15.1. All Flights shall be operated in accordance with Lessee’s conditions of
carriage. Lessee shall contract as principal and as contracting and
operating carrier in relation to any passengers or baggage, which may be
carried on the Aircraft and shall in no circumstances have authority to
enter into any contract on behalf of or binding on the Lessor.
15.2. Lessee shall issue its Traffic Documents to passengers and shall ensure
that all Traffic Documents are properly drawn, completed and are delivered
to the passengers and Owners of all goods freight or mail carried in the
Aircraft in due time.
15.3. Lessee shall at all times keep the Lessor and the Lessor Indemnitees
indemnified against all claims, demands, liabilities, actions, proceedings
and costs whatsoever which arise from any act or omission of Lessee
relating to the Traffic Documents except where arising due to gross
negligence or wilful misconduct of the Lessor.
15.4. Lessee shall assume all responsibility for checking passengers for
appropriate passports, visas, medical certificates or any other required
immigration or emigration documents and for accomplishing the
immigration and customs clearance of passengers and baggage and
Lessee shall be solely liable for any fines or penalties levied as a result of
the transportation of Lessee's employees, passengers and their baggage
on the Aircraft.
15.5. Lessee shall ensure that all services and carriage hereunder shall be in
accordance with all applicable laws and governmental regulations.
15.6. Lessee shall provide all applicable passenger tickets and baggage checks

or air waybills. Lessee shall ensure that each passenger to be carried on
the Aircraft shall be supplied with the Lessee’s passenger ticket and
baggage check duly completed in accordance with applicable regulations
and the requirement of the Lessee’s insurers. Lessee shall ensure that
24


Lessor shall not be liable for any death to the extent permitted by law,
wounding or personal injury or claim of whatsoever nature, whether for
death or bodily injury or for delay of passengers or loss of or damage to or
delay of their baggage or cargo, whether arising in contract or in tort,
whether occasioned by Lessor or not, and Lessee hereby waives all rights
or claim against Lessor and discharges Lessor from any such claim as
aforesaid, unless such claim is caused by gross negligence or wilful
misconduct of the Lessor. All passenger tickets and baggage checks to be
issued under the provisions of this Agreement shall be duly completed and
issued so far in advance of the relevant flight as possible and in any event
sufficiently in advance so as to give each passenger or other interested
party a reasonable time in which to read and appreciate them.
16. RETURN OF AIRCRAFT
16.1. At the last day of Term, or earlier as might be indicated in this Agreement,
the Lessee must return the Aircraft to the Lessor at Operational Base.
16.2. Costs of (i) delivery of the Aircraft to the Operational Base (at the
Commencement Date) shall be borne by the Lessee in a fixed amount of
US $50.000 (Fifty Thousand United States Dollars).as actual invoice from
Lessor. This amount shall be paid to Lessor at least three (053) business
Business days Days afterbefore Delivery; and (ii) return of the Aircraft from
Operational Base to Vilnius, Lithuania shall be borne by the Lessor in their
entirety.
16.3. Block Hours of the positioning and repositioning of the Aircraft will not be

included in the Minimum Utilisation.
17.

EVENTS OF DEFAULT

17.1.

Each of the following events shall be Lessee’s Event of Default for the
purposes of this Agreement:
(a)

if any Rent payment shall not have been paid when due and
payable and remains unpaid for three ten (310) Business Days from
the due date or any other amount payable under this Agreement or
any Other Agreement shall not have been paid when due and
payable and remains unpaid for five ten (510) Business Days from
the due date, or

(b)

if Lessee shall at any time fail to observe or perform any of its other
material obligations under this Agreement or any Other Agreement
and such failure, if capable of remedy, is not remedied within
tenfifteen (1015) Business Days of receipt of notice in writing from
Lessor requiring remedial action; or

(c)

the insurances prescribed herein are invalidated for any reason
whatsoever, by reason of any act or omission other than Lessor; or

(d)

an order is made or an effective resolution is passed for the winding
up of Lessee or if encumbrancer shall take possession or a receiver
25