Common use of Maintenance Reserves Clause in Contracts

Maintenance Reserves. Lessee agrees to pay to Lessor -------------------- Maintenance Reserves with respect to the Aircraft during the Term of this Lease in accordance with Exhibit A to the Amendment (or, to the extent applicable, Exhibit B to Amendment Number Seven and/or Exhibit A to Amendment Number Ten); provided, however, that Lessee shall not be obligated -------- ------- to pay to Lessor Maintenance Reserves (other than Maintenance Reserves which are payable pursuant to Exhibit A to Amendment Number Ten) in respect of the portion of the Term from and after February 26, 1999, including Maintenance Reserves which have accrued to and including the Rent Period ending on February 28, 1999, and, from and after February 26, 1999, Lessor shall not be obligated to pay to Lessee or any third party (i) any Airframe Reimbursable Expenses, Engine Reimbursable Expenses, Landing Gear Reimbursable Expenses or APU Reimbursable Expenses, or (ii) any Excess Amount (as such term is defined in Exhibit F hereto or Exhibit A to the Amendment, as amended), including, in each case, any such expenses or amounts which have been incurred or which have accrued either prior to or after February 26, 1999, and, other than as expressly set forth herein, from and after February 26, 1999, the terms of Exhibit F hereto and Exhibit A to the Amendment shall be of no further force or effect. All Maintenance Reserves shall be applied in accordance with Exhibit A to the Amendment (as amended); provided, however, that, notwithstanding the provisions of such Exhibit A to the contrary, any amounts held by Lessor on February 26, 1999 in any Maintenance Reserve shall be applied to pay any outstanding Engine Reimbursable Expenses submitted by Lessee to Lessor for approval and payment on or prior to such date in respect of the Engine bearing manufacturer's serial number 685860 and all excess amounts, if any, remaining in the Maintenance Reserves after payment of such Engine Reimbursable Expenses shall be applied by Lessor on such date to the payment of any Basic Rent and/or Supplemental Rent which is due and payable by Lessee under the Lease on or prior to March 1, 1999. All excess amounts, if any, remaining in the Maintenance Reserves after payment of any amounts of Rent that are due and owing to Lessor on or prior to March 1, 1999 shall, as long as no Default or Event of Default has occurred and is continuing, be paid to Lessee on February 26, 1999, provided that if, at the time of payment of such amounts, a Default or an Event of Default shall have occurred and be continuing hereunder, all such amounts shall be held by, or on behalf of, Lessor as security for the obligations of Lessee hereunder, and at Lessor's option, applied by Lessor toward payment of any of Lessee's obligations hereunder. At such time as there shall not be continuing any such Default or Event of Default hereunder, such amounts, to the extent not previously applied, shall be paid to Lessee." (iv) Section 5.8 of the Lease shall be amended and restated as follows:

Maintenance Reserves. (i) Lessee agrees shall pay Lessor, as Supplemental Rent for the use of the Aircraft during the Lease Term, within fifteen (15) days following the last day of each calendar month during the Lease Term and on the redelivery date, the following sums ("MAINTENANCE RESERVES"): (A) with respect to pay to Lessor -------------------- Maintenance Reserves each Engine, the sum (the "ENGINE RESERVE AMOUNT") of (x) the amount determined by multiplying the number of Flight Hours of operation of such Engine during the immediately preceding month (irrespective of whether such Engine is installed on the Airframe or any other airframe) by [ ]* Dollars (US$[ ]*) which amount shall be applied toward restoration shop visits (the "SHOP VISIT PORTION") and (y) the amount determined by multiplying the number of Cycles of operation of such Engine during the immediately preceding month (irrespective of whether such Engine is installed on the Airframe or any other airframe) by [ ]* Dollars (US$[ ]*) which amount shall be applied toward the cost of life-limited parts (the "LLP Portion"), and (B) with respect to the Airframe, the amount (the "AIRFRAME RESERVE AMOUNT") determined by multiplying the number of Flight Hours of operation of the Airframe during such month by [ ]* Dollars (US$[ ]*). It is the intent of the parties hereto that the Aircraft and Engines be operated during the Lease Term at an average Flight Hour/Cycle ratio (the "Ratio") of [ ]* Flight Hours to one Cycle ([ ]*:1). During any calendar year during the Lease Term, the total Engine Flight Hours for each Engine recorded in respect of the previous twelve months shall be compared with the Cycles flown for such Engine and the Ratio computed. The rate payable by way of maintenance reserve in respect of each complete Flight Hour (pro rata for part thereof) for such Engine applicable with respect to the Shop Visit Portion of the Engine Reserve Amount due from Lessee after such annual Ratio computation and prior to the next annual Ratio computation shall be as provided in EXHIBIT G hereof for such Ratio. Any excess Maintenance Reserves remaining at the expiration of the Lease Term or earlier termination of this Lease in accordance shall be retained by Lessor. (ii) Lessee shall be entitled to reimbursement from the Shop Visit Portion of the Engine Reserve Amount held for an Engine for Lessee's actual costs (without ▇▇▇▇-up) incurred with Exhibit A respect to heavy maintenance of such Engine requiring a shop visit, excluding any costs associated with replacement of life limited parts and the cost of any repairs or maintenance required due to accidents, abuse, misuse, mishandling, faulty maintenance, foreign object damage, elective part replacement or any insured event. Such reimbursement shall be made within ten (10) Business Days after presentation to Lessor of appropriate written evidence of such expenses (which shall include a copy of an invoice from an FAA-approved maintenance facility indicating that the maintenance has been completed and identifying those engine maintenance tasks accomplished and the labor and material breakdown thereof, and a receipt from the maintenance facility for payment of the invoice, or at least such amount thereof as shall exceed the portion of the Maintenance Reserves available to Lessee hereunder); PROVIDED, that (A) the amount reimbursed to Lessee shall not exceed the amount of the Maintenance Reserves paid by Lessee (and not previously disbursed) allocable to the Amendment Shop Visit Portion of the Engine Reserve Amount for the Engine requiring a shop visit, and (orB) in no event shall Lessee be entitled to reimbursement for any expenses related to removal or installation of any Engine for maintenance or any other shipping or transportation expenses. To the extent that any amount reimbursable hereunder has not been paid by Lessee, such amount shall be paid directly to the maintenance facility which performed the services for which reimbursement is sought. (iii) Lessee shall be entitled to reimbursement from the LLP Portion of the Engine Reserve Amount (i) for the full replacement cost of life limited parts having a remaining life of up to and including one thousand two hundred fifty (1250) Cycles. Upon reimbursement of such replacement costs, Lessee shall deliver the removed life limited parts to Lessor at the overhaul facility and cause title thereto to vest in Lessor free and clear of all Liens other than Lessor Liens, and (ii) of such portion of the replacement cost of life limited parts having a remaining life in excess of one thousand two hundred fifty (1250) Cycles as corresponds to the utilized (non-remaining) portion of the life of such life limited parts as compared to the total life thereof when new, as expressed in Cycles. With respect to such life limited parts having a remaining life in excess of one thousand two hundred fifty (1250) Cycles, title to such life limited parts shall be deemed to vest in Lessee upon installation of replacement parts on an Engine. Such reimbursement shall be made within ten (10) Business Days after presentation to Lessor of appropriate written evidence of such costs (which shall include a copy of an invoice from an FAA-approved supplier of such life limited parts, identifying those purchased and receipt of payment therefor or at least payment for such portion as shall exceed the LLP Portion of the Engine Reserve Amount available to Lessee hereunder and of the Approved Repair Facility indicating that such life limited parts have been installed on an Engine; provided, that (A) the amount reimbursed to Lessee shall not exceed the amount of the Maintenance Reserves paid by Lessee (and not previously disbursed) allocable to the LLP Portion of the Engine Reserve Amount for the Engine requiring a shop visit, and (B) in no event shall Lessee be entitled to reimbursement for any expenses related to removal, shipping or transportation expenses. To the extent applicablethat any amount reimbursable hereunder has not been paid by Lessee, Exhibit B such amount shall be paid directly to Amendment Number Seven and/or Exhibit A the supplier of the life limited part(s) for which reimbursement is sought. (iv) Lessee shall be entitled to Amendment Number Tenreimbursement from the Airframe Reserve Amount for the costs incurred pursuant to a full structural and systems "D" check (or its equivalent) to occur during the Lease Term. Such reimbursement shall be made within ten (10) Business Days after presentation to Lessor of appropriate written evidence of such expenses (which shall include a copy of an invoice from an FAA-approved maintenance facility indicating that the "D" check (or its equivalent) has been completed and identifying those maintenance tasks accomplished and the labor and material breakdown thereof, and a receipt from the maintenance facility for payment of the invoice, or at least such amount thereof as shall exceed the portion of the Maintenance Reserves available to Lessee from the Airframe Reserve Amount hereunder); provided, however, that (A) the amount reimbursed to Lessee shall not be obligated -------- ------- to pay to Lessor exceed the amount of the Maintenance Reserves paid by Lessee (other than Maintenance Reserves which are payable pursuant and not previously disbursed) allocable to Exhibit A to Amendment Number Tenthe Airframe Reserve Amount, and (B) in no event shall Lessee be entitled to reimbursement for any expenses related to removal, shipping or transportation expenses. To the extent that any amount reimbursable hereunder has not been paid by Lessee, such amount shall be paid directly to the maintenance facility which performed the "D" check for which reimbursement is sought. (v) In respect of any maintenance work to be performed or replacement of life limited parts for which reimbursement from the applicable portion of the Term from and after February 26, 1999, including Maintenance Reserves which have accrued to and including the Rent Period ending on February 28will be requested, 1999Lessee, and, from and after February 26, 1999, Lessor shall not be obligated to pay to Lessee or any third party (i) any Airframe Reimbursable Expenses, Engine Reimbursable Expenses, Landing Gear Reimbursable Expenses or APU Reimbursable Expenses, or (ii) any Excess Amount (as such term is defined in Exhibit F hereto or Exhibit A prior to the Amendmentperformance of such maintenance or replacement of life limited parts, as amended)shall deliver to Lessor a detailed workscope to be performed with an estimate of all costs to be incurred in connection with such maintenance and/or replacement of life limited parts, including, in each case, any such expenses or amounts which have been incurred or which have accrued either prior to or after February 26, 1999, and, other than as expressly set forth herein, from and after February 26, 1999without limitation, the terms estimated cost of Exhibit F hereto labor, materials and Exhibit A to the Amendment shall be of parts for which reimbursement is available under this SECTION 6(B). (vi) Provided that no further force or effect. All Maintenance Reserves shall be applied in accordance with Exhibit A to the Amendment (as amended); provided, however, that, notwithstanding the provisions of such Exhibit A to the contrary, any amounts held breach by Lessor on February 26, 1999 in any Maintenance Reserve shall be applied to pay any outstanding Engine Reimbursable Expenses submitted by of Lessor's covenant of quiet enjoyment depriving Lessee to Lessor for approval and payment on of its use or prior to such date in respect possession of the Engine bearing manufacturer's serial number 685860 and all excess amounts, if any, remaining in the Maintenance Reserves after payment of such Engine Reimbursable Expenses shall be applied by Lessor on such date to the payment of any Basic Rent and/or Supplemental Rent which is due and payable by Lessee under the Lease on or prior to March 1, 1999. All excess amounts, if any, remaining in the Maintenance Reserves after payment of any amounts of Rent that are due and owing to Lessor on or prior to March 1, 1999 shall, as long as no Default or Event of Default Aircraft has occurred and is continuing, be paid nothing herein shall modify, limit or otherwise affect Lessee's obligation to Lessee maintain and repair the Aircraft in accordance with the terms of this Lease and, except as specifically provided herein, any and all maintenance and repairs on February 26, 1999, provided that if, at or to the time of payment of such amounts, a Default or an Event of Default shall have occurred and be continuing hereunder, all such amounts Aircraft shall be held by, or on behalf of, Lessor as security for the obligations of Lessee hereunder, and at Lessor's option, applied by Lessor toward payment of any of Lessee's obligations hereunder. At such time as there shall not be continuing any such Default or Event of Default hereunder, such amounts, to the extent not previously applied, shall be paid to Lesseesole cost and expense." (iv) Section 5.8 of the Lease shall be amended and restated as follows:

Maintenance Reserves. In addition to installments of Basic Rent, -------------------- Lessee agrees shall pay maintenance reserves monthly in arrears in an amount equal to pay the amount set forth on Exhibit B hereto under the heading ""D" Check Maintenance Reserves" per Hour of operation (or portion thereof) of the Airframe (the ""D" Check Maintenance Reserves"), plus the amount set forth on Exhibit B hereto under the heading "Landing Gear Maintenance Reserves" per Hour (or portion thereof) of the Airframe (the "Landing Gear Maintenance Reserves"), plus the sum of the amount set forth on Exhibit B hereto under the heading "Life Limited Parts Maintenance Reserves" per Hour (or portion thereof) of each of the Engines (the "Life Limited Parts Maintenance Reserves"), plus the amount set forth on Exhibit B hereto under the heading "Engine Maintenance Reserves" per Hour (or portion thereof) of each of the Engines (the "Engine Maintenance Reserves"; and the "D" Check Maintenance Reserves, the Engine Maintenance Reserves, the Life Limited Parts Maintenance Reserves and the Landing Gear Maintenance Reserves hereinafter may be referred to collectively as the "Maintenance Reserves"). Each of the amounts set forth opposite "D" Check Maintenance Reserves, Engine Maintenance Reserves, Landing Gear Maintenance Reserves and Life Limited Parts Maintenance Reserves on Exhibit B is subject to revision by Lessor on each anniversary of the Delivery Date based upon (A) changes in actual maintenance cost, changes in the hourly earnings index (SIC Code 3721), and the industrial commodities index, each index as published by the U.S. Department of Labor, Bureau of Labor Statistics and (B) changes in Lessee's operating Hours to Cycles ratio from 1.75 Hours to 1 Cycle (or such ratio as was used for the previous years adjustment). On the tenth day of each calendar month during the Term (or, if such date is not a Business Day, then the next preceding Business Day), Lessee shall (i) transmit to Lessor -------------------- an officer's certificate in the form of Exhibit B-1 attached hereto setting forth the actual number of Hours of operation of the Airframe and each Engine during the immediately preceding month and the calculation of the Maintenance Reserves payable with respect to the Aircraft during the Term of this Lease in accordance with Exhibit A to the Amendment (or, to the extent applicable, Exhibit B to Amendment Number Seven and/or Exhibit A to Amendment Number Ten); provided, however, that Lessee shall not be obligated -------- ------- to pay to Lessor Maintenance Reserves (other than Maintenance Reserves which are payable pursuant to Exhibit A to Amendment Number Ten) in respect of the portion of the Term from such operation and after February 26, 1999, including Maintenance Reserves which have accrued to and including the Rent Period ending on February 28, 1999, and, from and after February 26, 1999, Lessor shall not be obligated to pay to Lessee or any third party (i) any Airframe Reimbursable Expenses, Engine Reimbursable Expenses, Landing Gear Reimbursable Expenses or APU Reimbursable Expenses, or (ii) any Excess Amount (as pay Lessor on or before such term is defined in Exhibit F hereto or Exhibit A to the Amendment, as amended), includingdate, in each case, any such expenses or amounts which have been incurred or which have accrued either prior to or after February 26, 1999, and, other than as expressly the manner set forth herein, from and after February 26, 1999in Section 3(d) hereof, the terms of Exhibit F hereto and Exhibit A to the Amendment shall be of no further force or effectapplicable Maintenance Reserves for such period. All The "D" Check Maintenance Reserves shall be applied paid into the "D" Check Maintenance Account, the Engine Maintenance Reserves for each Engine shall be paid into separate Engine Maintenance Accounts, the Landing Gear Maintenance Reserves shall be paid into the Landing Gear Maintenance Account and the Life Limited Parts Maintenance Reserves shall be paid into the Life Limited Parts Maintenance Account (the "D" Check Maintenance Account, the Engine Maintenance Accounts, the Landing Gear Maintenance Account and the Life Limited Parts Maintenance Account may be referred to collectively as the "Maintenance Accounts"). Lessor shall note all deposits and disbursements from each Maintenance Account and, within 10 days following Lessor's receipt of each officer's certificate specified in accordance with Exhibit A clause (i) above, shall provide Lessee a report of all such deposits and disbursements during the preceding calendar month and setting forth the amount of Maintenance Reserves attributable to each of the Amendment (as amended); provided, however, that, notwithstanding Maintenance Accounts at the provisions end of such Exhibit A to the contrarycalendar month, any amounts held which report shall be conclusive absent manifest error by Lessor in producing such report. As used herein, the terms ""D" Check Maintenance Account", "Engine Maintenance Accounts", "Landing Gear Maintenance Account" and Life Limited Parts Maintenance Account" (collectively the "Reserve Accounts"), shall mean accounts kept by Lessor (or Owner Participant) on February 26, 1999 its books in any Maintenance which Lessor (or Owner Participant) notes the deposits and disbursements from the respective Reserve Account (or subaccount thereof). Lessor (or Owner Participant) need not segregate the monies deposited in such Reserve Accounts (or subaccount thereof) and may instead commingle such monies with its own funds. Interest accrued on the Reserve Accounts shall be applied to pay any outstanding Engine Reimbursable Expenses submitted by Lessee to Lessor for approval and payment on or prior to such date in respect the account of the Engine bearing manufacturer's serial number 685860 Lessor and all excess amounts, if any, remaining in shall not be available for drawdown by the Maintenance Reserves after payment of such Engine Reimbursable Expenses shall be applied by Lessor on such date to the payment of any Basic Rent and/or Supplemental Rent which is due and payable by Lessee under the Lease on or prior to March 1, 1999Lessee. All excess amounts, if any, remaining in the Maintenance Reserves after payment of any amounts of Rent that are due and owing to Lessor on or prior to March 1, 1999 shall, as So long as no Default or Event of Default then exists, and no Event of Loss shall have occurred, but subject to the provisions of the next following paragraph, Lessor shall distribute funds deposited in the Maintenance Accounts as follows: (a) funds deposited in the "D" Check Maintenance Account shall be disbursed by Lessor to reimburse Lessee for its costs in performing, or causing to be performed, a "D" Check maintenance visit required to be performed during the Term pursuant to the Maintenance Program; (b) funds deposited in a specific Engine Maintenance Account shall be disbursed by Lessor to reimburse Lessee for its costs in performing, or causing to be performed, Engine maintenance visits required to be performed on the applicable Engine only during the Term pursuant to the Maintenance Program; provided, however, that any funds deposited in the Engine Maintenance Accounts shall not be used to pay for replacing life limited parts; (c) funds deposited in the Landing Gear Maintenance Account shall be disbursed by Lessor to reimburse Lessee for its costs in performing, or causing to be performed landing gear shop visits required to be performed during the Term pursuant to the Maintenance Program; and (d) funds deposited in the Life Limited Parts Maintenance Account shall be disbursed by Lessor to reimburse Lessee for its costs in replacing, or causing to be replaced, life limited parts installed on the Engine (except to the extent such replacement is as the result of improper maintenance or misuse, off-wing engine mishandling or foreign object damage, with respect to which Lessee shall be solely responsible). Except as explicitly set forth herein, Lessor shall not be required to reimburse Lessee for the payment of any costs incurred to the extent that the amounts in the appropriate Maintenance Account shall be insufficient to reimburse Lessee for its costs to which it would otherwise be entitled to reimbursement from such Maintenance Account, nor shall Lessor be required to pay or reimburse Lessee for the cost of work related to improper maintenance or misuse, off-wing engine mishandling or foreign object damage, all such costs relating to such work to be solely for Lessee's account. Notwithstanding the foregoing, Lessor agrees that it shall reimburse Lessee for the following: (i) * of costs incurred by Lessee in performing, or causing to be performed, the first "D" Check maintenance visit for the Airframe during the Term to the extent there are insufficient funds in the "D" Check Maintenance Account to otherwise reimburse Lessee; (ii) * of costs incurred by Lessee in performing, or causing to be performed, the first Engine Maintenance Visit for the Engine bearing manufacturer's serial number 724892 to the extent there are insufficient funds in the Engine Maintenance Account to otherwise reimburse Lessee; and (iii) * of costs incurred in performing, or causing to be performed, the first Engine Maintenance Visit for the Engine bearing manufacturer's serial number 725897 to the extent there are insufficient funds in the Engine Maintenance Account to otherwise reimburse Lessee. In addition, Lessor shall reimburse Lessee for Lessee's costs incurred in performing, or causing to be performed, the Initial Maintenance Visit in an aggregate up to the sum of * which Lessor is able to procure (using its best good faith efforts) from Air Invest as a result of the Aircraft being painted white at the end of the Air Invest Lease. Lessee shall give Lessor ninety (90) days (or such shorter period as is reasonably practicable in the case of unplanned and non-deferrable maintenance) prior written notice of any proposed "D" Check, "C" Check, Engine shop visit, landing gear shop visit or life limited part replacement. Such notice shall disclose the scope of the proposed work, the name of the maintenance provider and the proposed cost of the maintenance work. Actual disbursements shall be made by Lessor upon at least five (5) Business Days prior written notice to Lessor, which notice shall (i) request reimbursement for at least * (or such lesser amount as shall equal the total cost of the maintenance for which Lessee is then seeking reimbursement) of maintenance costs and (ii) include an invoice from the maintenance provider indicating the cost of the work completed, the scope of the work completed and a statement that the work has occurred been completed. Lessor shall be entitled, at its expense, to have an employee or agent on site at the maintenance provider's facility to monitor the work to be performed. Lessee acknowledges that, subject to the foregoing, it is solely responsible (without reimbursement from the Lessor) for any and all maintenance costs for which the Lessor has not agreed to pay or reimburse the Lessee. Upon the expiration or early termination of this Lease, Lessee shall immediately pay to Lessor that portion of the Maintenance Reserves that is continuing, applicable to the period commencing on the first day of the month in which such termination occurs and ending with the date the Aircraft is returned to Lessor in accordance with Section 5 hereof. It is the intent of the parties hereto that all Maintenance Reserves shall be paid to Lessee on February 26, 1999, provided that ifthe sole and exclusive property of Lessor. Accordingly, at the time end of payment the term all Maintenance Reserves shall be retained by Lessor and Lessee shall have no right with respect thereto nor shall Lessee be entitled to an accounting thereof. If, notwithstanding the first sentence of such amountsthis paragraph, a Default or an Event court of Default shall have occurred law disregards the intent of the parties hereto and be continuing hereunder, all determines such amounts shall be held by, or on behalf of, Lessor as security for Maintenance Reserves are the obligations of Lessee hereunder, and at Lessor's option, applied by Lessor toward payment of any property of Lessee's obligations hereunder. At , Lessee hereby grants Lessor a first priority security interest in such time as there shall not be continuing any such Default or Event of Default hereunder, such amounts, to the extent not previously applied, shall be paid to LesseeMaintenance Reserves." (iv) Section 5.8 of the Lease shall be amended and restated as follows:

Maintenance Reserves. (i) Lessee agrees shall pay Lessor, as Supplemental Rent for use of each Engine during the Term, within ten (10) days following the last day of each calendar month during the Term, an amount ("Maintenance Reserves") equal to pay to Lessor -------------------- Maintenance Reserves the sum of (A) with respect to Engine 702083, Engine 686106, Engine 662751 and Engine 662323 an amount determined by multiplying the Aircraft number of Flight Hours of operation of such Engines during the Term immediately preceding month times Two Hundred and Twenty Five Dollars (US$225); plus (B) with respect to Engine 662749, Engine 662550, Engine 662498, Engine 662338 and Engine 662270, an amount determined by multiplying the number of this Lease Flight Hours of operation of such Engines during the immediately preceding month times One Hundred and Ninety Dollars (US$190). The Maintenance Reserves shall bear simple interest at a rate equal to ten percent (10%) per annum. All interest accrued in accordance with Exhibit A respect of the Maintenance Reserves shall be kept and held by LESSOR as additional Maintenance Reserves and subject to the Amendment same conditions of return as if it had been paid by LESSEE as Maintenance Reserves. (orii) The Lessee shall be entitled to reimbursement from the Maintenance Reserves paid by LESSEE with respect to an Engine for LESSEE's actual costs (without ▇▇▇▇-up) incurred with respect to off-wing heavy maintenance of such Engine, including any costs associated with replacement of life limited parts, but excluding the cost of any repairs or maintenance required due to the extent applicableaccidents, Exhibit B to Amendment Number Seven and/or Exhibit A to Amendment Number Tenabuse, misuse, mishandling, faulty maintenance, foreign object damage, elective part replacement or any insured event (collectively, "Non-Reimbursable Repairs"); provided, howeverthat, that Lessee LESSEE shall not be obligated -------- ------- entitled to pay to Lessor reimbursement from the Maintenance Reserves for any maintenance for ordinary wear and tear performed contemporaneously with such Non- Reimbursable Repairs. Such reimbursement shall be made within fifteen (other than Maintenance Reserves 15) Business Days after presentation to LESSOR of appropriate written evidence of such expenses (which are payable pursuant to Exhibit A to Amendment Number Ten) in respect shall include a copy of an invoice from an FAA- approved maintenance facility indicating that the maintenance has been completed and identifying those engine maintenance tasks accomplished and the labor and material breakdown thereof, and a receipt from the maintenance facility for payment of the invoice, or at least such amount thereof as shall exceed the portion of the Term from and after February 26, 1999, including Maintenance Reserves which have accrued available to and including the Rent Period ending on February 28, 1999, and, from and after February 26, 1999, Lessor shall not be obligated to pay to Lessee or any third party (i) any Airframe Reimbursable Expenses, Engine Reimbursable Expenses, Landing Gear Reimbursable Expenses or APU Reimbursable Expenses, or (ii) any Excess Amount (as such term is defined in Exhibit F hereto or Exhibit A to the Amendment, as amended), including, in each case, any such expenses or amounts which have been incurred or which have accrued either prior to or after February 26, 1999, and, other than as expressly set forth herein, from and after February 26, 1999, the terms of Exhibit F hereto and Exhibit A to the Amendment shall be of no further force or effect. All Maintenance Reserves shall be applied in accordance with Exhibit A to the Amendment (as amendedLESSEE hereunder); provided, however, that, notwithstanding that (i) the provisions amount reimbursed to LESSEE -------- with respect to any Engine shall not exceed the amount of such Exhibit A to the contrary, any amounts held by Lessor on February 26, 1999 in any Maintenance Reserve shall be applied to pay any outstanding Engine Reimbursable Expenses submitted by Lessee to Lessor for approval and payment on or prior to such date in respect of the Engine bearing manufacturer's serial number 685860 and all excess amounts, if any, remaining in the Maintenance Reserves after payment paid by LESSEE (plus interest accrued pursuant to clause (i) of this Section 3(b)) with respect to such Engine Reimbursable Expenses shall be applied by Lessor on such date to the payment of any Basic Rent and/or Supplemental Rent which is due and payable by Lessee under the Lease on or prior to March 1, 1999. All excess amounts, if any, remaining in the Maintenance Reserves after payment of any amounts of Rent that are due and owing to Lessor on or prior to March 1, 1999 shall, as long as no Default or Event of Default has occurred and is continuing, be paid to Lessee on February 26, 1999, provided that if, at the time of payment of such amounts, a Default or an Event of Default shall have occurred and be continuing hereunder, all such amounts shall be held by, or on behalf of, Lessor as security for the obligations of Lessee hereundernot previously ----------- disbursed, and at Lessor's option, applied (ii) in no event shall LESSEE be entitled to reimbursement for any expenses related to removal or installation of an Engine for maintenance or any other shipping or transportation expenses. To the extent that any amount reimbursable hereunder has not been paid by Lessor toward payment of any of Lessee's obligations hereunder. At such time as there shall not be continuing any such Default or Event of Default hereunderLESSEE, such amounts, to the extent not previously applied, amount shall be paid directly to Lesseethe maintenance facility which performed the services for which reimbursement is sought." (iv) Section 5.8 of the Lease shall be amended and restated as follows:

Maintenance Reserves. In the event Lessee agrees falls to pay meet a minimum Fixed Charge Coverage Ratio of 1.05 to Lessor -------------------- Maintenance Reserves with respect 1 (the "Financial Requirement") (such failure a "Credit Event"), Lessee shall increase the initial Security Deposit by the amount calculated pursuant to this Section (in no event shall such amount be less than USD two hundred fifty-seven thousand five hundred ($257,500), plus an adjustment for the Aircraft's then current condition and the standard the Aircraft would have to meet to be in half-time condition) (the "Adjustment Amount") as security that Lessee shall perform its obligations as stipulated herein. The Adjustment Amount shall be calculated based on the maintenance status of each Engine on the date of the occurrence of the applicable Credit Event and shall be recalculated for any Replacement Engine which is provided after the occurrence and during the Term continuance of this Lease such (or a subsequent) Credit Event. The Adjustment Amount shall equal the sum of (I) $51,500 in accordance with Exhibit A respect of the Airframe (the "Airframe Adjustment") plus (II) $77.25 per Engine per Engine Cycle or Engine Flight Hour, whichever is more limiting, for which such Engine is below "half-time," which shall be calculated as Lessee's then current time between engine overhauls (ESV2s) (based on an average over the last three (3) years), and converting such time to the Amendment (oran equivalent amount of Engine Cycles or Engine Flight Hours, to the extent as applicable, Exhibit B to Amendment Number Seven and/or Exhibit A to Amendment Number Tenbased on Lessee's then current utilization (based on an average over the last three (3) years); provided, however, that Lessee shall not be obligated -------- ------- to pay to Lessor Maintenance Reserves (other than Maintenance Reserves which are payable pursuant to Exhibit A to Amendment Number Ten) if the Aircraft is in respect a block D Check structural inspection program at the time of the portion occurrence of the Term from applicable Credit Event, then the Airframe Adjustment shall equal $77.25 per Aircraft Flight Hour or Airframe Cycle, whichever is more limiting, for which the Airframe is below "half time" to its next scheduled "D" Check. The Security Deposit may be reduced following the occurrence [Amended and after February 26Restated Lease Agreement] of a Credit Event, 1999, including Maintenance Reserves which have accrued to and including the Rent Period ending on February 28, 1999, and, from and after February 26, 1999, Lessor shall not be obligated to pay to Lessee or any third party if either (i) any Airframe Reimbursable Expenses, Engine Reimbursable Expenses, Landing Gear Reimbursable Expenses or APU Reimbursable Expenses, Lessee demonstrates renewed compliance with the Financial Requirements (in which case the Security Deposit shall be reduced to USD three hundred thousand ($300,000)) or (ii) any Excess Amount the physical condition of an Engine or, if the Aircraft is on a block D Check structural inspection program, the Airframe has been restored (in which case the Security Deposit shall be reduced as such term is defined in Exhibit F hereto or Exhibit A follows). In the event that Lessee at its sole cost and expense (A) restores the physical condition of an Engine to the Amendment, as amended), including, in each case, any condition required by Schedule 5 hereto the Adjustment Amount portion of the Security Deposit applicable to such expenses or amounts which have been incurred or which have accrued either prior to or after February 26, 1999, and, other than as expressly set forth herein, from and after February 26, 1999, the terms of Exhibit F hereto and Exhibit A to the Amendment Engine shall be of no further force or effect. All Maintenance Reserves shall be applied in accordance with Exhibit A to subtracted from the Amendment (as amended)Security Deposit; provided, howeverthat, if the condition of such Engine deteriorates below "half-time" during the continuance of the applicable Credit Event, Lessee again shall increase the Security Deposit by the original Adjustment Amount calculated for such Engine and (B) if the Aircraft is on a block D Check structural inspection program, performs a D Check on the Airframe, the Airframe Adjustment shall be subtracted from the Security Deposit; provided, that, notwithstanding if the provisions of such Exhibit A to the contrary, any amounts held by Lessor on February 26, 1999 in any Maintenance Reserve shall be applied to pay any outstanding Engine Reimbursable Expenses submitted by Lessee to Lessor for approval and payment on or prior to such date in respect condition of the Engine bearing manufacturer's serial number 685860 and all excess amounts, if any, remaining in Airframe deteriorates below "half time" during the Maintenance Reserves after payment of such Engine Reimbursable Expenses shall be applied by Lessor on such date to the payment of any Basic Rent and/or Supplemental Rent which is due and payable by Lessee under the Lease on or prior to March 1, 1999. All excess amounts, if any, remaining in the Maintenance Reserves after payment of any amounts of Rent that are due and owing to Lessor on or prior to March 1, 1999 shall, as long as no Default or Event of Default has occurred and is continuing, be paid to Lessee on February 26, 1999, provided that if, at the time of payment of such amounts, a Default or an Event of Default shall have occurred and be continuing hereunder, all such amounts shall be held by, or on behalf of, Lessor as security for the obligations of Lessee hereunder, and at Lessor's option, applied by Lessor toward payment of any of Lessee's obligations hereunder. At such time as there shall not be continuing any such Default or Event of Default hereunder, such amounts, to the extent not previously applied, shall be paid to Lessee." (iv) Section 5.8 continuance of the Lease applicable Credit Event, Lessee shall be amended and restated as follows:increase the Security Deposit by the original Airframe Adjustment.