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Full title: Certificate of No Objection Pursuant to LR 9075-2 / Certificate of No Objection Regarding Debtors' Motion for Entry of an Order Authorizing Debtor Aerovias de Mexico, S.A. De C.V. to Enter into Transactions with Multi Pilot Simulations B.V. (related document(s)[1928]) Filed by Timothy E. Graulich on behalf of Grupo Aeromexico, S.A.B. de C.V.. (Graulich, Timothy)

Document posted on Nov 2, 2021 in the bankruptcy, 45 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

If Customer does not agree with such MPS Assembly Plant at MPS expense.MPS at its timetable or if in the opinion of MPS repairs or expense and option may either send an immediate replacement is not feasible, MPS shall promptly replacement or promptly repair and return the retrieve the damaged Simulator and reimburse to component or product sent or repair or replace the Customer any amounts theretofore paid to MPS Software.Title: MPS Flight Simulator Training Device Maintenance & services Agreement Simulator Maintenance & Repair Kit SIMULATOR MAINTENANCE & REPAIR KIT Rev. 2 MPS Flight Simulator Training Device Maintenance & services Agreement MPS Flight Simulator Training Device Maintenance & services Agreement MPS Flight Simulator Training Device Maintenance & services Agreement ANNEX B: Multi Pilot Simulations b.v.The Customer undertakes at its increases levied by the applicable taxation expense to provide from the Commencement authority in the jurisdiction in which the Simulator Date and throughout the Term: is installed on or in connection with all such (i) the necessary utility services for the use and charges, the Simulator, the Agreement or the operation of the Simulator in accordance with the services provided excluding MPS employment applicable MPS specifications; taxes or taxes on MPS profits and gains. damages suffered by Customer. 6.4 Upon termination or expiration of the 7.3 MPS shall have no obligation or liability Agreement for any of the reasons set out in in respect of any claim of infringement arising Clauses 6.1, and/or 6.2 hereof: from: (a) the defaulting Party shall pay to the other Party (a) the combination or operation or use of within [REDACTED] days, without further demand, the Simulator with any simulator or equipment not manufactured or supplied to the Customer by obligation under the Agreement or from any act, MPS; omission, statement, advice or recommendation, (b) use of the Simulator or any part of it for whether negligent or not, of MPS, its employees, other than its intended purpose.

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DAVIS POLK & WARDWELL LLP 450 Lexington Avenue New York, New York 10017 Telephone: (212) 450-4000 Facsimile: (212) 701-5800 Marshall S. Huebner Timothy Graulich Steven Z. Szanzer Thomas S. Green Counsel to the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: Chapter 11 GRUPO AEROMÉXICO, S.A.B. de C.V., et al., Case No. 20-11563 (SCC) Debtors.1 (Jointly Administered) CERTIFICATE OF NO OBJECTION REGARDING DEBTORS’ MOTION FOR ENTRY OF AN ORDER AUTHORIZING DEBTOR AEROVÍAS DE MÉXICO, S.A. DE C.V. TO ENTER INTO TRANSACTIONS WITH MULTI PILOT SIMULATIONS B.V. Pursuant to 28 U.S.C. § 1746, Rule 9075-2 of the Local Bankruptcy Rules for the Southern District of New York (the “Local Rules”), and in accordance with the United States Bankruptcy Court’s case management procedures set forth in the Order Establishing Certain Notice, Case Management, and Administrative Procedures, entered on July 8, 2020 [ECF No. 79] (the “Case Management Order”), the undersigned hereby certifies as follows: 1. On October 21, 2021, the above-captioned debtors and debtors in possession (collectively, the “Debtors”) filed the Debtors’ Motion for Entry of an Order Authorizing Debtor 1 The Debtors in these cases, along with each Debtor’s registration number in the applicable jurisdiction, are as follows: Grupo Aeroméxico, S.A.B. de C.V. 286676; Aerovías de México, S.A. de C.V. 108984; Aerolitoral, S.A. de C.V. 217315; and Aerovías Empresa de Cargo, S.A. de C.V. 437094-1. The Debtors’ corporate headquarters is located at Paseo de la Reforma No. 243, piso 25 Colonia Cuauhtémoc, Mexico City, C.P. 06500.

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Aerovías de México, S.A. de C.V. To Enter into Transactions with Multi Pilot Simulations B.V. [ECF No. 1928] (the “Motion”). Objections and responsive pleadings to the Motion were due no later than November 1, 2021 at 12:00 p.m. (prevailing Eastern Time) (the “Objection Deadline”). 2. The Case Management Order and Local Rule 9075-2 provide that pleadings may be granted without a hearing if (a) no objections or other responsive pleadings have been filed on or before the applicable deadline and (b) the attorney for the entity that filed the pleading complies with the relevant procedural and notice requirements. 3. As of the filing of this certificate, more than 48 hours have elapsed since the Objection Deadline and, to the best of my knowledge, no objection or responsive pleading to the Motion has been (a) filed with the Court on the docket of the above-captioned chapter 11 cases or (b) served on the Debtors or their counsel. 4. Accordingly, the Debtors respectfully request that the Court enter the proposed order, a copy of which is attached hereto as Exhibit A, granting the Motion in accordance with the procedures set forth in the Case Management Order and Local Rule 9075-2. [Remainder of page intentionally left blank]

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I hereby declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge, information, and belief. Dated: November 3, 2021 New York, New York DAVIS POLK & WARDWELL LLP By: /s/ Timothy Graulich 450 Lexington Avenue New York, New York 10017 Telephone: (212) 450-4000 Facsimile: (212) 701-5800 Marshall S. Huebner Timothy Graulich Steven Z. Szanzer Thomas S. Green Counsel to the Debtors and Debtors in Possession

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Exhibit A Proposed Order

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: Chapter 11 GRUPO AEROMÉXICO, S.A.B. de C.V., et Case No. 20-11563 (SCC) al., (Jointly Administered) Debtors.1 ORDER AUTHORIZING DEBTOR AEROVÍAS DE MÉXICO, S.A. DE C.V. TO ENTER INTO TRANSACTIONS WITH MULTI PILOT SIMULATIONS B.V. Upon the motion (the “Motion”)2 of the Debtors for entry of an order (this “Order”) authorizing, but not directing, Debtor Aerovías de México, S.A. de C.V. (the “Debtor Purchaser”) to enter into the Transactions, as set forth more fully in the Motion and the Landess Declaration; and the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference M-431, dated January 31, 2012 (Preska, C.J.); and consideration of the Motion and the relief requested therein being a core proceeding under 28 U.S.C. § 157(b); and venue of the Chapter 11 Cases and related proceedings being proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409; and due and proper notice of the Motion having been provided to the notice parties identified in the Motion; such notice having been adequate and appropriate under the circumstances, and it appearing that no other or further notice need be provided; and the Court having reviewed the Motion and 1 The Debtors in these cases, along with each Debtor’s registration number in the applicable jurisdiction, are as follows: Grupo Aeroméxico, S.A.B. de C.V. 286676; Aerovías de México, S.A. de C.V. 108984; Aerolitoral, S.A. de C.V. 217315; and Aerovías Empresa de Cargo, S.A. de C.V. 437094-1. The Debtors’ corporate headquarters is located at Paseo de la Reforma No. 243, piso 25 Colonia Cuauhtémoc, Mexico City, C.P. 06500. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Motion.

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considered the relief requested therein; and upon all of the proceedings had before the Court; and after due deliberation the Court having determined that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and the Court having found that the relief granted herein is in the best interests of the Debtors, their creditors, and all other parties in interest; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1. The Motion is granted to the extent set forth herein. 2. The Debtors are authorized (but not directed), pursuant to section 363(b) of the Bankruptcy Code, to (a) enter into the Transactions and (b) enter into, and perform their obligations under, the Transaction Documents, including, without limitation, the supply agreement attached hereto as Exhibit 1-A and the Maintenance and Services Agreement attached hereto as Exhibit 1-B. 3. The Debtors are authorized (but not directed) to execute, deliver, provide, implement, and fully perform any and all obligations, instruments, and papers provided for or contemplated in the Transaction Documents, and to take any and all actions to implement the Transactions and Transaction Documents. 4. The Debtors’ obligations under the Transaction Documents shall constitute administrative expenses of the Debtors’ estates pursuant to sections 503(b)(1) and 507(a)(2) of the Bankruptcy Code. 5. Notwithstanding any subsequent appointment of any trustee(s) under any chapter of the Bankruptcy Code, this Order shall be binding in all respects upon, and shall inure to the benefit of, the Debtors, their estates, and their creditors, their respective 2

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affiliates, successors, and assigns, and any affected third parties, including, but not limited to, MPS, and all other persons asserting interests in the Flight Training Device. 6. The Debtors are authorized to take, or refrain from taking, any action necessary or appropriate to implement and effectuate the terms of, and the relief granted in, this Order without seeking further order of the Court. 7. While the above referenced Chapter 11 Cases are pending, this Court shall retain exclusive jurisdiction over any and all matters arising from or related to the implementation, interpretation, and enforcement of this Order, the Transactions, and the Transaction Documents. Dated: ________________, 2021 New York, New York THE HONORABLE SHELLEY C. CHAPMAN UNITED STATES BANKRUPTCY JUDGE 3

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Exhibit 1-A Supply Agreement

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MPS FLIGHT SIMULATOR TRAINING DEVICE AND ASSOCIATED SUPPLIES AGREEMENT This Flight Simulator Training Device and Associated Supplies Agreement (the ‘Agreement’) is made on [______], 2021 between: Multi Pilot Simulations B.V., a limited liability company incorporated under the laws of the Netherlands, registered with the Dutch Chamber of Commerce under number 30225758 and with its registered offices at Koningin Wilhelminaweg 449, 3737 BE Groenekan, The Netherlands ("MPS") AND Aerovías de México, S.A. de C.V., a company duly organised and existing under the laws of the State of Mexico whose registered office is at Paseo de la Reforma, No. 243, Piso 27, Colonia Cuauhtémoc, Alcaldía Cuauhtémoc, 06500, Mexico, in the city of Mexico City, Mexico ("Customer") whereby: MPS agrees to sell to the Customer, and the Customer agrees to buy from MPS, a Flight Simulator Training Device (as more particularly described in Article 1 and on Annex A, the "Simulator") and to provide associated services and supplies as described in this Agreement. This Agreement (and all annexes) is subject to the MPS Supply Terms and Conditions (version MPS (STC) – 0716) appended hereto as Annex E (the “Terms and Conditions”). Customer herewith acknowledges it has received, understood and accepted these terms and conditions as part of this Agreement. [This Agreement is subject to final Customer’s board approval. Customer’s board approval shall be obtained no later than 30 days following the date of this Agreement.]1 This Agreement comprises the following terms and conditions: Article 1. DESCRIPTION OF THE SIMULATOR: The Simulator consists of one (1) MPS B737 MAX FTD with associated supplies as described in Annex A. The Simulator should meet FAA Level 5 certification as defined under FAR part 60 Appendix b, Flight Training Devices. Quantity Description 1 B737 MAX fixed base simulator (w/standard cabin lay-out) Article 2. CUSTOMER INSTALLATION SITE: The Simulator will be shipped and installed at Customer’s following location (“Customer Installation Site”): 1 NTD: Bracketed text to be deleted if AMX’s board approval is in hand prior to signing.

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Avenida Tahel S/N esq. Av Ruiz Cortines, Colonia PEnsador Mexicano, Alcaldía Venustiano Carranza, C.P. 15520, Mexico, in the city of Mexico City Any changes to the above customer installation may result in changes in the shipping costs included in this Agreement. The technical specifications and requirements for the Customer Installation Site to allow for placement and commissioning of the Simulator are specified in Annex A. Article 3. KEY TARGET DATES
Table 1 on page 10. Back to List of Tables
Factory Acceptance [REDACTED] months after receipt of payment by MPS
of the first instalment as set out in Clause 4.1.a
Factory Dispatch / Shipment
Date
Up to [REDACTED] days after receipt by MPS of a
duly signed Factory Acceptance Certificate and
receipt by MPS of Boeing shipping approval
Customer on-site installation
(the "Installation Date")
Installation will take place immediately after arrival at
Customer's Installation Site (and no later than
[REDACTED] business days from customs
clearance). Installation could be impacted by travel
restrictions due to the COVID situation.
Handover Immediately after completion of installation at the
Customer Installation Site
Local on-site AFAC
Certification
Following Handover, local AFAC Certification is to be
arranged by Customer and will be supported and
accompanied by MPS representative.
Article 4. PURCHASE PRICE Parties agree to the following purchase price and applicable payment schedule: 4.1 A purchase price of $ [REDACTED] ([REDACTED] Dollars) (the ‘Purchase Price’), payable in accordance with the following schedule: a. a first instalment of $ [REDACTED] ([REDACTED]%) ([REDACTED] Dollars) to be paid promptly (within [REDACTED] business days) following the date of this Agreement; b. a second instalment $ [REDACTED] ([REDACTED]%) ([REDACTED] Dollars) to be paid within [REDACTED] business days following Factory Acceptance in accordance with Clause 1.4 of the Terms and Conditions and - in any event- before and as a pre-condition for Shipment; c. a third and final instalment of $ [REDACTED] ([REDACTED]%) ([REDACTED] Dollars), to be paid within [REDACTED] business days after Handover. 4.2 An additional amount of $ [REDACTED] ([REDACTED] Dollars) for the Boeing data pack to be paid to MPS together with the first instalment or to be paid directly to Boeing by Customer, in which case Customer will provide MPS with

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proof of payment to Boeing and will obtain approval from Boeing to dispatch the Simulator. In case Customer pays the Boeing data pack to MPS and the price for the Boeing data pack is changed prior to the first payment by Customer, MPS retains the right to change the amount payable under this clause accordingly. 4.3 The Simulator will be shipped to the Customer Installation Site under the full control and responsibility of MPS. All reasonable and documented costs of packing, shipment (including insurance), local installation equipment and return shipment of the MPS installation toolbox to Customer Installation will be for Customer’s account and will be pre-approved by the Customer in advance of the shipment. All charges under this clause will be included on an invoice in addition to the Purchase Price and will not exceed $ [REDACTED]. Customer is responsible for the removal and disposal of all packing material. 4.4 The Purchase Price includes on-site installation and commissioning of the Simulator by MPS staff. Customer is responsible for all reasonable and documented costs associated with transport, hotel accommodation and standard meals of the MPS installation team up to an aggregate maximum amount of $ [REDACTED]. 4.5 Failure to meet all payment terms may result in valid delay by MPS of the Key Target Dates. 4.6 The attendance of MPS staff at the initial certification by the local civil aviation authority at MPS and Customer Installation Site is included in the Purchase Price. Customer will be responsible for reasonable and documented international air fare and hotel cost incurred by MPS staff for the purpose of attending such initial certification up to an aggregate maximum amount of $ [REDACTED]. 4.7 Overdue payments: Parties agree and acknowledge that MPS may apply charges for late payment in line with Directive 2000/35/EC of the European Parliament and of the Council dated 29 June 2000 on combating late payment in commercial transactions. Article 5. MPS ASSEMBLY PLANT (‘Factory’): The Simulator factory acceptance will take place at: Multi Pilot Simulations B.V. Koningin Wilhelminaweg 449 3737 BE Groenekan The Netherlands. Article 6. ASSOCIATED SUPPLIES: The following supplies are included in the Purchase Price and will be supplied to Customer Installation Site as part of this Agreement SOFTWARE: As part of this Agreement, the following software (‘Software’) is licensed to the Customer for the exclusive use by the Customer solely on and with the Simulator and at the Installation Site:

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Table 1 on page 12. Back to List of Tables
Description: Charges:
MPS-CDS Display System software Included
MPS-IOS Instructor Operating System
(including on-line LOG system)
Included
MPS-HOST Host core software Included
MPS-FDM Flight Dynamic Model Included
RSI Image generation software for the
visual system
Including 20
airports (delivered
as is provided they
are available on the
RSI list)
Additional airports
are charged one-
time only at $
[REDACTED] -
(exclusive of
applicable taxes)
per airport provided
they are on the RSI
list).
NAVDATA Jeppesen Navigation database Included
The software will be provided pre-installed on the Simulator. DOCUMENTATION As part of this Agreement, the following materials and equipment (‘Materials’) are provided to the Customer for the exclusive use by the Customer only, solely on and with the Simulator. All manuals are protected under copyright laws:
Table 2 on page 12. Back to List of Tables
Description: Charges:
MPS-IOS Instructor Manual
Failure Manual
Included
MPS-FSTD Technical Manual Included
FCOM Included with data
pack
QRH Included with data
pack
Article 7. SIMULATOR OPERATOR TRAINING PROCEDURE MPS will provide basic training to Customer’s staff members on the daily operation and maintenance procedures of the Simulator. Such training will be

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provided to [REDACTED] groups of Customer’s staff members (up to [REDACTED] staff members in each group). Training will take place during and directly after the Installation at the Customer Installation Site. The Customer will ensure a fully qualified pilot is present immediately after the Installation to receive the Training on the operation and use of the Simulator and the IOS. Training will typically take a maximum of [REDACTED] ([REDACTED]) hours. In addition, at least one engineer (preferably a simulator engineer but at least a PC literate person with basic hardware experience) is required to be available for training. The engineer(s) will be trained on start-up, shut-down, backup and other hardware related training and needs to be present during the Installation and for [REDACTED] ([REDACTED]) hours thereafter. Additional Customer staff members may also participate in the engineer(s) training. The engineer(s) and other staff from Customer may be present at MPS when the Simulator is prepared for shipment and during the unpacking and installation at the Customer Installation Site. Alternatively MPS can provide training at its factory location for [REDACTED] days. Article 8. ADDRESSES FOR NOTICES: CUSTOMER: For the Attention of: Legal Department and Fleet Department Address: Paseo de la Reforma, No. 243, Piso 27 Colonia Cuauhtemoc Alcaldía de Cuauhtémoc Mexico, DF 06500 Email: malvarez@aeromexico.com; amnotificacionesjuridico@aeromexico.com MPS: For the Attention of: Philip Adrian Address: Multi Pilot Simulations b.v. Koningin Wilhelminaweg 449 3737 BE Groenekan The Netherlands Email: Philip.Adrian@mps.aero Article 9. OTHER After arrival of the Simulator to the Customer Installation Site, Customer will not open or unpack any part of the Simulator without MPS being present. If Customer does open or unpack any part of the Simulator without MPS being present, any damage to (a part of) the Simulator is deemed to have occurred for the risk and expense of Customer. No person that is not a part hereto, shall be entitled to enforce this Agreement under the Contracts (Rights of Third Parties) Act 1999. The parties agree that time is of the essence of this Agreement.

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DATED this _____________day of ____________ 2021 Signed for and on behalf of Signed for and on behalf of Multi Pilot Simulations B.V. Aerovías de México, S.A. de C.V. _________________________________ _________________________________ By: By: Title: Title:

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ANNEX A: TECHNICAL SPECIFICATIONS AND REQUIREMENTS GENERAL FEATURES Simulated aircraft model Boeing 737-MAX Simulated engine model CFM LEAP-1B MPS model MPS B737 MAX FTD level 5 FAA certification B737-MAX FTD FAA level 5 QTG Full applicable Boeing FTD set Licensing included Boeing Binary Simulation Package Jeppesen (navigation data) RSI (visual system image generator) MPS (simulation system software) All required software licenses Climate Control Instructor Cabin & Flight Deck VISUAL SYSTEM (OPTIONAL) Screen RSI 9F CrossView Collimated Mirror Image generator XT5 Lite Real-Time IG Software Fidelity EASA /FAA Level D Projection channels 3 with Barco F50 WUXGA projectors or equivalent2 Field of View 200 x 40 degrees, continuous Airport models supplied 20 to be specified by customer from RSI library list of available Generic airport models MPS provides a tool to generate a generic airport CONTROL LOADING Channels Total number of channels 9 Control Column 1 Control Wheel 2 Control Pedals 1 Thrust levers 2 Speed brake lever 1 Stabilizer trim wheel 2 (indicator and wheel) System MPS custom Bosch Rexroth industrial system COCKPIT FEATURES Note: all hardware and software are simulated. Touch parts (knobs and controls) are aircraft parts. Other aircraft parts are refurbished MCP [REDACTED] FMC [REDACTED] VHF COMM [REDACTED] 2 NTD: Subject to Previous AMX approval in the event that MPS changes the technology to an equivalent projector.

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VHF NAV [REDACTED] Transponder [REDACTED] ADF [REDACTED] Audio Control Panel AvTech 5145-2-83 (based) (3x) Oxygen masks AVOX Eros MC10-25-104 (original part) (2x) Circuit breaker door Optional – Required for level 5 only IT COMPONENTS Server supplier Dell Rack mountable servers 7 + 1 reconfigurable spare Including 4 servers for Image Generator (IG) Operating System Linux for binary software and Windows for Host, MDS and IOS Other Dedicated embedded computers for various components Power protection Dedicated Eaton UPS for orderly shut-down in case of power failur(option)

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ANNEX B: MPS SIMULATOR INSPECTION PROCEDURE
Table 1 on page 17. Back to List of Tables
Select
MPS to obtain Dutch CAA “Statement of Compliance” for the EASA Level
ordered by the Customer prior to Handover3
YES / NO
Customer to fly subjective assessment procedure in conjunction with CAA
assessment
YES / NO
3 DUTCH CAA SUBJECTIVE / OBJECTIVE ASSESSMENT PROCEDURE The Subjective assessment procedure performed by the Dutch CAA for the issuing of the “Statement of Compliance” is as per the CS-FSTD(A) pages 97 to 116. The QTG is evaluated in accordance with AMC1 CS-FSTD(A).300 chapter (6)

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ANNEX C: FACTORY ACCEPTANCE CERTIFICATE To a Flight Simulator Training Device and Associated Supplies Agreement (the ‘Agreement’) is made on [______], 2021 between: Multi Pilot Simulations B.V., a limited liability company incorporated under the laws of the Netherlands, registered with the Dutch Chamber of Commerce under number 30225758 and with its registered offices at Koningin Wilhelminaweg 449, 3737 BE Groenekan, The Netherlands ("MPS") AND Aerovías de México, S.A. de C.V., a company duly organised and existing under the laws of the State of Mexico whose registered office is at Paseo de la Reforma, No. 243, Piso 27, Colonia Cuauhtémoc, Alcaldía Cuauhtémoc, 06500, Mexico, in the city of Mexico City, Mexico ("Customer") I, the undersigned, hereby certify that the Simulator with serial number [ ] as inspected today at the facilities of Multi Pilot Simulations B.V. at Koningin Wilhelminaweg 449, 3737 BE Groenekan, The Netherlands, is in full accordance with its contractual description under the Agreement and I warrant that I am fully authorised as legal representative of the Customer to issue this certificate on Customer’s behalf with full legal and binding effect. The issuance of this certificate by Customer is subject to MPS promptly (before shipment) resolving the following issue list, as determined during the Factory Acceptance process. This certificate and any non-contractual obligations arising out of or in connection with this certificate, shall be governed by and construed in accordance with the laws of England and Wales. Signed by Customer: By: Title: Date: ---------------------------------------------------- Signed for receipt by MPS: By: Title Date: : Issues (in accordance with Clause 1.4 of the MPS (STC - 0716)): ----------------------------------------------------

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ANNEX D: INSTALLATION SITE ACCEPTANCE CERTIFICATE To a Flight Simulator Training Device and Associated Supplies Agreement (the ‘Agreement’) is made on [______], 2021 between: Multi Pilot Simulations B.V., a limited liability company incorporated under the laws of the Netherlands, registered with the Dutch Chamber of Commerce under number 30225758 and with its registered offices at Koningin Wilhelminaweg 449, 3737 BE Groenekan, The Netherlands ("MPS") AND Aerovías de México, S.A. de C.V., a company duly organised and existing under the laws of the State of Mexico whose registered office is at Paseo de la Reforma, No. 243, Piso 27, Colonia Cuauhtémoc, Alcaldía Cuauhtémoc, 06500, Mexico, in the city of Mexico City, Mexico ("Customer") I, the undersigned, hereby certify that the Simulator installed at our premises today is fully in accordance with its contractual description under the Agreement and the Factory Acceptance Certificate as entered into on [DATE]. I hereby confirm that all issues, as summarized in the Factory Acceptance Certificate, have been adequately resolved. Any remaining issues will be covered by the Maintenance Agreement I warrant that I am fully authorised as legal representative of the Customer to issue this certificate on Customer’s behalf with full legal and binding effect. This certificate and any non-contractual obligations arising out of or in connection with this certificate, shall be governed by and construed in accordance with the laws of England and Wales. Signed by Customer: By: Title: Date: ---------------------------------------------------- Signed for acknowledgement by MPS: By: Title: Date: MPS Supply Terms and Conditions Edition: MPS(STC) – 0716 5

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ANNEX E: Multi Pilot Simulations b.v. SUPPLY TERMS AND CONDITIONS DEFINITIONS "Installation Specifications" mean the written specifications attached to the Agreement as In these Terms and Conditions and the Agreement: Attachment No.1 detailing the minimum:  space, electrical power supplies, floor "Aircraft Manufacturer" means the Aircraft loadings and safety requirements required for Manufacturer of the aircraft which the Simulator is installation of the Simulator; designed to simulate.  transportation requirements: and may include details of any essential non- "Agreement" means an MPS Flight Simulator standard installation items additionally required Training Device and Associated Supplies (such as hoisting, plant, building works and Agreement signed by MPS and the Customer, associated services) occasioned by the nature of including any Schedules, Attachments and the Installation Site. Annexes to that Agreement as well as the Supply Terms and Conditions. "Installation" means when MPS has completed the installation of the Simulator at the Installation "FAA" means the US Civil Aviation Authority and Site. "FAA Certification" means an FAA certification that the Simulator is at the equivalent of the FAA “Installation Date” has the meaning ascribed to Level in the country over which the FAA has such term in Article 3 of the Agreement. jurisdiction. "Installation Site" means the Customer "Confidential" and "Confidentiality" means Installation Site identified in the Agreement. being subject to the confidential disclosure restrictions of Clause 16 (“Confidentiality”) of these “Installation Site Acceptance Certificate” Supply Terms and Conditions. means an acceptance certificate as described in Clause 4.2 of these Supply Terms and Conditions. "Customer" means the Customer specified in the Agreement. "Key Target Date" means any one of the dates specified as such in Article 3 of the Agreement. "Derivative Materials" means any work or works of authorship developed based in whole or in part “Maintenance Agreement” means the Agreement on proprietary Materials sub-licensed under the concluded between MPS and Customer for MPS to Agreement. Derivative Materials include editorial provide ongoing support and services on the revision, annotation, elaboration, or any other Simulator. forms in which Materials are modified, recast, transformed, translated, condensed, or otherwise "Manuals" mean the MPS Operator and adapted. As to software, Derivative Materials Specification Manuals for and delivered with the means any updates, new versions, modifications, Simulator. Manuals may contain proprietary and alterations, or variations. Derivative Materials. “Dollar”, “dollar”, the “$” sign and “USD” means the lawful currency of the United States of America. "Materials" mean any item that serves primarily to contain, convey, or embody information. Materials may include either tangible forms or intangible "Effective Date" means the date when both embodiments (for example, Software and other Parties have signed the Agreement. electronic forms) of information. "Factory Acceptance Certificate" means an "MPS" means Multi Pilot Simulations b.v. and acceptance certificate as described in Clause 1.4 "MPS Assembly Plant" means the MPS of these Supply Terms and Conditions. assembly plant identified in the Agreement. "Handover" means when the Simulator is handed "Party" means either MPS or the Customer. over to the Customer in accordance with Clause 4.1 of these Supply Terms and Conditions. "Purchase Price" means the purchase price specified in the Agreement. "Inspection" means when the Customer inspects the Simulator according to Clause 1.3 of these "Purchase Price Schedule" means a schedule of Supply Terms and Conditions. the dates on which each instalment ("Instalment") MPS Supply Terms and Conditions Edition: MPS(STC) – 0716 6

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of the Purchase Price is due for payment as 3. SITE PREPARATION, FACILITIES AND specified in the Agreement. ACCESS "Simulator" means the Flight Simulator Training The Customer undertakes at its expense: Device described in the Agreement. (a) to prepare the Installation Site in accordance with the Installation Specifications prior to the Installation Date; "Software" means any and all software including (b) to ensure that any building works are proprietary programs and Derivative Materials in complete and any special hoisting or associated software form that MPS supplies with the plant and services agreed in advance for Simulator. Software is provided in object code only installation are available on the Installation Date for and may only be used in connection with and for the Installation; and the correct operation of the Simulator. (c) for so long as the Customer requires MPS to deliver any service under the Agreement on the "Statement of Compliance" means a Dutch CAA Customer premises: written certification on behalf of EASA that the (i) to grant MPS personnel the Simulator is at the equivalent of the EASA Level. necessary access and passes to the Installation Site ensuring all statutory and other official "Training" means the operator training described regulations concerning health and safety are in the Agreement. complied with and that a safe working environment is provided, it being always understood that MPS All other capitalised terms shall have the meaning personnel will comply with all reasonable site given to them where they appear in the documents security regulations of which they have been made that comprise the Agreement. aware; (ii) to make adequate and safe 1. SIMULATOR ASSEMBLY AND provision, for the use by MPS personnel of FACTORY ACCEPTANCE electrical outlets, telephones and working space, within reasonable proximity of the Simulator; 1.1 MPS will commence assembly of the (iii) to maintain and make accessible Simulator at the MPS Assembly Plant when MPS to MPS the mandatory internet connection installed receives the First Instalment of the Purchase Price for the proper functioning of the Simulator. for full value as specified in the Agreement. 4. INSTALLATION AND TRAINING 1.2 MPS will obtain Dutch CAA Certification for the assembled Simulator prior to Inspection if 4.1 On the Installation Date, MPS will unpack, ordered by the Customer. assemble, install and retest the Simulator at the Installation Site. MPS will then hand over the 1.3 On the date scheduled for Inspection in Simulator to the Customer in conformity with the the presence of an MPS representative, the Factory Acceptance Certificate referred to in Customer may inspect, operate and verify the Clause 1.4 above. If damage for which the functionality of the assembled Simulator and, if Customer is responsible is discovered, the available, inspect the Dutch CAA Certification at provisions of Clause 9.4 below will apply and MPS the MPS Assembly Plant. will provide the Customer with written details of the damage, installation consequences and remedial 1.4 If the Customer is satisfied with the costs. condition of the Simulator, the Customer will sign and deliver to MPS a Factory Acceptance 4. 2 Upon Handover, the Customer shall sign Certificate accepting that the Simulator is in and deliver to MPS an Installation Site Acceptance accordance with its contracted description when Certificate unless prior to Handover a fundamental Inspection is complete. MPS will ensure that any fault or deficiency (not being the result of a cause noted minor errors are fixed prior to the Handover. for which the Customer is responsible or a fault or deficiency of a minor nature that will be covered by 1.5 On receipt of the Factory Acceptance the Maintenance Agreement) is found in the Certificate MPS will disassemble the Simulator and Simulator that makes it not accord with the Factory suitably pack it for shipment. Acceptance Certificate referred to in Clause 1.4 above, in which case MPS will not handover the 2. SIMULATOR SHIPMENT Simulator until the problem is resolved. In the absence of such a fundamental fault or deficiency, Promptly after execution of the Factory Acceptance the failure to deliver a signed and valid Installation Certificate, payment by Customer of the second Site Acceptance Certificate for any reason will instalment as specified in 4.1.b and after receipt of result in: the final instalment of the Purchase Price shipping approval from Boeing, MPS will ship the becoming immediately due and payable; the accepted Simulator to the Installation Site. Cost of commencement of the Maintenance Agreement as packing, loading, insurance and carriage will be of the Handover date and in the Simulator being Customer’s responsibility in accordance with the turned off and left not ready for use. The Customer terms of the Agreement. and MPS will jointly determine whether a particular MPS Supply Terms and Conditions Edition: MPS(STC) – 0716 2

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fault or deficiency is fundamental or of a minor 7. PURCHASE PRICE, TAXES AND nature. PAYMENT 4.3 Promptly following Handover, MPS will 7.1 The Purchase Price includes: provide the Training in English at the Installation Site to a Customer pilot who is fully familiar with the (a) the standard MPS charges for Installation operation of the aircraft the Simulator is designed (excluding transport, hotel and meals for the to simulate and who is suitably qualified to provide installation team) and the provision of the Training; operator training to other Customer personnel. The (b) the fee for obtaining the Dutch CAA Training and its duration shall be as described in Statement of Compliance at the MPS Assembly the Operator Training Schedule contained in Plant if applicable; Attachment No. 3 to the Agreement. (c) the provision of one set of the MPS Operator and Specification Manuals applicable to 5. FAA CERTIFICATION AND AFAC the Simulator; and CERTIFICATIONS AND SIMULATOR (d) unless otherwise stated in the Agreement, OPERATION the licence fees for the Software. 5.1 Following Handover, MPS and the 7.2 Any additional charge or cost that is not Customer will co-operate in good faith and without included in the Purchase Price will either be delay to do all things necessary to obtain FAA itemised in the Agreement or in a separate invoice Approval and AFAC approvals and certifications as referring to the Agreement and will be payable by required by the Customer. MPS will provide all the Customer as an addition to the Purchase Price. reasonable necessary modifications demanded by Such additional charges shall include but not be the FAA and AFAC in order to obtain FAA limited to the provision by MPS of further supplies Certification such approvals and certifications agreed in writing between the Parties and to including any modification implemented by the reimbursement of any charge incurred by MPS for manufacturer of the aircraft type the Simulator which the Customer is responsible. simulates in order to comply with mandatory international legal requirements if required as a 7.3 With the exception of taxes based on the condition of FAA Certification and AFAC profits and gains of MPS or Dutch employment certifications. All costs and expenses involved in taxes payable in respect of MPS employees, the obtaining such FAA Certification and AFAC Customer shall pay in addition to the Purchase certifications, including but not limited to all out-of- Price amounts equal to VAT and all other taxes pocket costs and expenses incurred by MPS, are (such as but not limited to value added, sales or born by the Customer. other like taxes), import duties or other levies on shipment or in the country of Installation and any 5.2 The Simulator is sold for operation only at other new and increased tax, levy or duty paid or the specified FAA Level or lower FAA level. payable by MPS in respect of the Simulator, Operation at an FAA level or local equivalent services, amounts payable under the Agreement or higher than described in the Agreement without the Agreement itself in the country of installation. MPS prior written approval is strictly forbidden and The Customer shall gross up any payment due to may result in immediate termination of the MPS on which withholding tax has been levied in Agreement and all licences under the Agreement. the country of installation, by the amount of the tax withheld. 5.3 In the event of a violation of Clause 5.2 above the Customer shall in addition to any other 7.4 All Purchase Price Instalments are due remedy fully indemnify and hold MPS harmless and payable by the Customer by electronic wire from all resulting costs or liability incurred by MPS transfer in full and for immediate value on the occasioned by such operation including but not applicable payment date specified in the Purchase limited to the full upgrade and associated costs, Price Payment Schedule. All other charges are applicable license fees and all other charges, payable in full [REDACTED] ([REDACTED]) days liability and costs payable to the Aircraft following the date of the MPS invoice. In advance Manufacturer or to any third party owner of of each due date MPS will provide the Customer Derivative Materials together with all associated with an invoice for the payment due specifying the legal and administration fees. designated MPS bank account for payment and the currency of payment. 6. DELAYS AND WASTED EXPENSES The Party responsible for delaying any of the key 7.5 In addition to any other remedies it may target dates described in Clause 3 of the have, MPS shall be entitled: Agreement shall, in addition to making any other (a) to charge interest, calculated on a daily reparation, bear the other Party's wasted costs basis at the annual rate as specified in the unless due to a previously notified event of Force Agreement, on all overdue invoices until payment Majeure. Such costs shall include but not be limited is received, before as well as after any judgment; to all reasonable: administrative costs, daily (b) to suspend further performance of its personnel rates and travel, hotel and subsistence obligations without liability if any of the Purchase expenses occasioned by reason of the delay. Price Instalment is not paid on due date; and MPS Supply Terms and Conditions Edition: MPS(STC) – 0716 3

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(c) until MPS receives the final instalment as MPS with the required proof of export specified in the Purchase Price Schedule, to documentation. Notwithstanding the foregoing, risk recover possession of the Simulator. of loss or damage to the Simulator and associated supplies shall pass to Customer upon Handover. MPS agrees to hold Customer harmless from any 8. WARRANTIES direct loss or damage to the Simulator and associated supplies prior to the Handover. 8.1 MPS warrants: Customer agrees that title to, and all other interest in, the Simulator will automatically revert back to 8.1.1 that on the Installation Date the Simulator MPS if the Customer does not pay the final shall be: instalment as specified in the Purchase Price (a) in good working order and shall conform Schedule within [REDACTED] after Handover. to the published MPS specifications current on the Customer will ensure and be responsible that the Effective Date; Simulator remains free of any lien and/or (b) free from inherent defects in materials encumbrance and is sufficiently insured after and workmanship; Handover and until this final instalment has been (c) new or refurbished to be the equivalent in paid to MPS. appearance and function to new. 9.2 Until Handover: 8.2 These warranties do not cover: normal wear and tear or damage which is caused (a) the Customer shall not move the by other than normal use, such as but not limited to Simulator from the Installation Site without MPS deliberate or accidental acts or omissions; neglect; prior written consent. Any permitted movement will misuse; improper handling; unauthorised be at the Customer's risk and expense; additions, modifications, alterations or (b) if the Customer shall fail to pay the maintenance, failure to observe the MPS Purchase Price when due hereunder, then, after a environmental specifications for the housing and [REDACTED] grace period, title to the Simulator operation of the Simulator; external factors such as will automatically pass back to MPS and MPS shall water, fire or weather except to the extent be entitled upon prior written notice to Customer attributable to MPS or its employees or, agents or and in accordance with applicable law, to representatives. immediately enter upon and to recover possession of the Simulator from the Customer’s premises, or 8.3 EXCEPT AS EXPRESSLY SET FORTH wherever the Simulator is located, unless full IN THIS CLAUSE 8, ALL WARRANTIES AND payment of the Purchase Price is made in the CONDITIONS (SAVE THOSE IMPLIED AS TO interim. THE USE OF REASONABLE CARE AND SKILL IN THE PERFORMANCE OF SERVICES OR AS 9.3 Additional services or supplies that MPS TO THE PASSAGE OF GOOD TITLE FROM MPS agrees to provide shall, unless otherwise agreed TO THE CUSTOMER), EXPRESSED OR by MPS and Customer, be undertaken at the IMPLIED STATUTORY OR OTHERWISE, Customer's risk. INCLUDING BUT NOT LIMITED TO ANY AS TO MERCHANTABILTY OR FITNESS FOR 9.4 In the event the Simulator or any of its PURPOSE, ARE EXPRESSLY EXCLUDED. associated supplies are lost or damaged at any time before Handover through no fault on the part 8.4 All warranty claims can only be made of Customer, its employees, agents or within [REDACTED] ([REDACTED]) months after subcontractors, MPS will inspect any damage and the Installation Date and by sending an email if in the opinion of MPS repairs or replacement is failure notice to MPS within [REDACTED] feasible, MPS will quote a timetable for so doing. If ([REDACTED]) days of its discovery, detailing the Customer agrees with such timetable, MPS shall date and circumstances giving rise to the claim and implement the repairs or replacement at its own the fault complained of and, if the claim relates to a cost and following completion, will continue with defective part or product, promptly sending the the Handover process as contemplated by this defective component or product to the designated Agreement. If Customer does not agree with such MPS Assembly Plant at MPS expense. MPS at its timetable or if in the opinion of MPS repairs or expense and option may either send an immediate replacement is not feasible, MPS shall promptly replacement or promptly repair and return the retrieve the damaged Simulator and reimburse to component or product sent or repair or replace the Customer any amounts theretofore paid to MPS Software. MPS will promptly notify the Customer under the Agreement. In case of fault on the part of with written reasons if a warranty claim is rejected. Customer, MPS will inspect any damage and if in the opinion of MPS repairs or replacements are 9. TITLE AND RISK OF LOSS feasible, MPS will implement the repairs or replacements at Customer’s cost. Such repairs will 9.1 Subject to the licenses granted pursuant not result in delay in payment as per above 9.1. to the terms of Article 14 (Software, Manuals and Materials License), MPS shall transfer the title to and all other interest in the Simulator to the Customer [REDACTED]. Customer will provide MPS Supply Terms and Conditions Edition: MPS(STC) – 0716 4

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10. TERMINATION 11.1 MPS warrants that it is the owner of the 10.1 Until title to the Simulator has passed to the Software and Materials and/or has the right to Customer in accordance with Clause 9.1 hereof and licence Customer to use the Software and until any associated supplies as set out in the Materials, provided that the Customer’s use of the Agreement have been delivered, either Party may Software and Materials in accordance with this terminate the Agreement immediately by notice to Agreement is subject to the Customer having the other Party if the other Party ceases to carry on obtained the Aircraft Manufacturer Data-Pack its business or files any petition under the insolvency licence to use the Simulator laws of any nation, jurisdiction, county or place, or suffers a receiver or trustee to be appointed for its 11.2 MPS shall indemnify Customer and business or property, makes an assignment or defend and hold Customer harmless against all proposes an arrangement or composition for the claims, losses, judgments, costs, expenses and benefit of its creditors, ceases to carry on its business liabilities that may arise as a result of Customer’s or substantially the whole of its business or is use of the Simulator or any part thereof infringing adjudicated bankrupt or insolvent (excepting the intellectual property rights of others. If by way Customer’s current Chapter 11 proceedings). of a final judgment which is no longer open to appeal, the Customer's use of the Simulator or any 10.2 Until Handover, either Party may part thereof is held to be an infringement of terminate the Agreement if the other Party intellectual property rights, MPS’ agrees, at the materially breaches the Agreement and does not expense and option of MPS, to: remedy the default within a period of [REDACTED] (a) modify the Simulator so that it becomes ([REDACTED]) days following written notice from non-infringing, but without impairing its overall the non-breaching Party to do so. capability; or (b) procure for the Customer the right to 10.3 MPS may terminate the Agreement and continue to use the Simulator; or the Maintenance Agreement by written notice to (c) substitute another simulator having a the Customer if the Customer defaults in payment capability equivalent to the Simulator; or of any of the Purchase Price instalments on the (d) take back the Simulator and refund any dates specified in the Purchase Price Schedule sum the Customer has paid MPS and reimburse and such default remains unremedied for a period Customer for its losses, costs, expenses and of [REDACTED]days. liabilities related to such decommissioning. 11.3 MPS shall have no obligation or liability in 10.4 Upon termination of the Agreement for any respect of any claim of infringement arising from: of the reasons set out in Clauses 10.1, 10.2 and/or (a) the combination or operation or use of 10.3 hereof the Simulator with any simulator or equipment not (a) the defaulting Party shall pay to the other Party manufactured or supplied to the Customer by MPS; within [REDACTED] ([REDACTED]) days, without (b) use of the Simulator or any part of it for further demand, all amounts then due to the other other than its intended purpose. Party under the Agreement; (b) each Party shall immediately return all of the 11.4 This Clause 11 states the entire liability other Party's Confidential Information, unless MPS is of MPS for patent or copyright infringement by (use the defaulting Party, in which case Customer will be of) the Simulator or any part thereof and MPS shall released from this obligation; not be in any way further liable to the Customer. (c) If the Customer is the defaulting Party, all licensed rights granted in the Agreement will immediately 12. LIABILITY cease to exist and the Customer must promptly discontinue all use of Software, erase or allow MPS 12.1 Any liability of MPS for breach of any to erase all copies of Software from the Simulator, warranty as set out in Clause 8 above, shall be and return to MPS or, at MPS option, destroy all [REDACTED], but MPS shall not be liable unless copies of the Materials on tangible media in the Customer's possession or control and certify in the Customer shall have given notice of such breach within [REDACTED] ([REDACTED]) days writing to MPS that it has fully complied with these of its discovery, and MPS shall have first been requirements. afforded a reasonable number of attempts, at its expense, to repair or at its option replace defective 10.5 Intentionally omitted. or non-conforming components of the Simulator or Software, and shall have failed to do so. 10.6 The termination of the Agreement howsoever occasioned shall not affect any accrued 12.2 MPS hereby agrees to indemnify, defend rights or liabilities of either Party nor shall it affect the and hold harmless the Customer, its parent coming into force or the continuance in force of any company, subsidiaries and affiliates and their provision of the Agreement that is expressly or by respective representatives, and each of them, from implication intended to come into or continue in force and against any and all third party claims, on or after termination. allegations, demands, actions, liabilities, damages, losses, expenses, suits and proceedings 11. 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costs and expenses in connection with defending failing which any right to damages or otherwise the foregoing) (collectively, “Claims”) resulting from shall be expired. (i) the intentional acts or omissions, gross negligence, recklessness, bad faith, illegal acts, 13 FORCE MAJEURE misrepresentation or malicious or wilful misconduct of MPS or any of its employees, agents or 13.1 The obligations of the Parties, other than representatives, (ii) any death of or injury to any obligations to pay for goods and services provided, person (including without limitation Customer’s shall be deferred to the extent that performance by employees) caused by MPS, its employees, agents a Party is delayed, hindered or prevented by or representatives, (iii) content provided by MPS to causes beyond its control including, but not limited Customer or (iv) the loss of, damage to or to: strikes, lock-outs or other labour disputes; destruction of any third party real or tangible war, riot or civil disturbance; action or inaction of personal property, to the extent caused by MPS, its government or other public authority; embargo; employees, agents or representatives. The liability epidemic; fire, earthquake, flood or act of God; or of MPS in this respect, including any costs and default of carrier. expenses relating to any claim, shall in all cases be limited to the greater of (i) [REDACTED] and (ii) 13.2 In the event of any such deferral any [REDACTED]. dates by which the Parties are scheduled to perform shall be extended automatically for a 12.3 This Clause 12 shall apply to all liability of period of time equal in duration to the time lost by MPS to the Customer under or in connection with reason of such causes. or in relation to the subject matter of the Agreement howsoever arising and whether liability arises in 13.3 If the force majeure situation occurs contract, tort or otherwise and whether resulting before Handover and lasts for more than from any breach of an MPS obligation under the [REDACTED] months, each of the Parties shall be Agreement or from any act, omission, statement, entitled to terminate the Agreement in full or in part, advice or recommendation, whether negligent or without any obligation existing in that case for not, of MPS, its employees, agents or sub- compensation or any other payment owing to this contractors, and whether or not the loss or damage termination, except that MPS shall promptly had been foreseeable. retrieve the Simulator (if already at the Installation Site) and reimburse to Customer a) any amounts 12.4 NEITHER PARTY SHALL, IN ANY EVENT, of the Purchase Price theretofore paid to MPS and BE LIABLE TO THE OTHER PARTY FOR LOSS b) [REDACTED] percent of any other amounts paid OF PROFITS, GOODWILL, REVENUE, by Customer under this Agreement (including, ANTICIPATED SAVINGS OR ANY OTHER LIKE without limitation, shipping costs and ECONOMIC LOSS; NOR FOR ANY DAMAGES accommodations for MPS’ installation team, but FOR INDIRECT, SPECIAL EXEMPLARY OR not including the Boeing data pack price); provided CONSEQUENTIAL LOSS OR DAMAGE. that if a force majeure event is delaying the arrival of the Simulator to the Installation Site for more 12.5 Customer is liable for any damage and than [REDACTED] months or delaying MPS’ costs arising from non-fulfilment by the Customer performance of the installation activities for more of any of its obligations pursuant to the Agreement than [REDACTED] months, and if MPS is using its and/or pursuant to these Supply Terms and best efforts to remedy the situation (to the extent it Conditions. Customer shall indemnify and hold is capable of being remedied), such [REDACTED]-MPS harmless against any and all claims of third month period shall be extended for a reasonable parties (including but not limited to the Aircraft period of time (not to exceed a maximum of Manufacturer, MPS’ subcontractors and [REDACTED] months) so as to permit MPS to employees of MPS and of the Customer) resulting complete its performance. from (i) the intentional acts or omissions, gross negligence, recklessness, bad faith, illegal acts, 14. SOFTWARE, MANUALS AND misrepresentation or malicious or wilful misconduct MATERIALS LICENCE of Customer or any of its employees, agents or representatives, (ii) any death of or injury to any 14.1 The Simulator will be supplied with the person (including without limitation MPS’ Software, Manuals and the other Materials employees) caused by Customer, its employees, described in the Agreement (all of which may agents or representatives, (iii) content provided by contain Derivative Materials) that are proprietary to Customer to MPS or (iv) the loss of, damage to or MPS, any specified Aircraft Manufacturer or certain destruction of any third party real or tangible other third parties and are Confidential. personal property, to the extent caused by Customer, its employees, agents or 14.2 The Customer is licensed to use the representatives. Software and the Materials against payment of the charges, if any, specified in the Agreement. If more 12.6 All claims against a Party must be notified than one Simulator is affected or more than one to the other Party within [REDACTED] item of Software or Materials is specified each shall ([REDACTED]) months after the notifying Party be considered to be separately licensed. has become or reasonably should have become aware of the damage and/or the shortcoming, MPS Supply Terms and Conditions Edition: MPS(STC) – 0716 6

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14.3 Each licence is non-exclusive personal use of the Aircraft Manufacturer proprietary and non-transferable and permits use by the Materials or the providing or use of any Aircraft Customer solely in conjunction with the operation Manufacturer Materials and information, whether of the affected Simulator for so long as it remains or not arising in tort or occasioned by the in the country of the Installation Site and in the negligence of Aircraft Manufacturer. The Customer's possession, and as long as the Customer's obligations under this indemnity will Customer is not in breach of the Agreement or of survive the expiration, termination, completion or these licence provisions. A licence does not grant cancellation of the sub-licence. the Customer any right, title or other interest in the Software or Materials save the right of use as 15.3 As the Aircraft Manufacturer prohibits any defined above, nor does it permit the Customer to sale, license, sub-license, or distribution by the access, copy, distribute, modify, alter, reverse Customer of the Aircraft Manufacturer proprietary assemble or reverse compile the whole or any part Materials to anyone, MPS will on application by the of the Software without first making a specific Customer prior to any disposal of the Simulator by written request to MPS and then only to the extent the Customer use its best efforts to procure at the permitted in writing or as compulsorily mandated Customer's expense a sub-licence from Aircraft by applicable law whichever is the wider. Manufacturer to the new user of the Simulator through MPS. However, the granting of any (sub- 14.4 Subject to Clauses 15.3 and 15.4 below, )license is always subject to the approval by the upon notice and for the then current local licence Aircraft Manufacturer. charge, if any, MPS will make an effort to grant a similar licence to any lessee, subsequent owner, or 15.4 Aircraft Manufacturer proprietary other user of the affected unit of the Simulator Materials including any Derivative Materials of third deriving through the Customer a legal right to its parties and the Simulator are subject to USA and possession or will, subject to any export other Countries' export controls and regulations restrictions, if the Simulator is relocated in any which prohibit direct or indirect export to certain country within the EU or in any other country in proscribed countries and end users. The which MPS, or another MPS company, or any MPS Customer shall fully comply with all export laws and distributor, then currently supplies and maintains restrictions and regulations applicable to Aircraft such simulators and the Software. The Customer Manufacturer proprietary Materials and the is advised to enquire of MPS if there are likely to Simulator and shall not directly or indirectly export be any licensing restrictions and charges before or allow the direct or indirectly export or re-export making any such disposal especially in connection of Aircraft Manufacturer proprietary Materials or the with Clause 15 below. Simulator in violation of any such restrictions, laws or regulations. 14.5 The granting of any (sub-)license is always subject to the approval by the Aircraft 15.5 During and after the Term of this Manufacturer. Agreement, the Customer shall, after having exercised due diligence, not make available, 15. SPECIAL PROVISIONS RELATING TO directly or indirectly, the Simulator, Materials or AIRCRAFT MANUFACTURER PROPRIETARY Derivative Materials to any natural or legal person, MATERIALS AND OTHER OBLIGATIONS OF entity, body or country listed in the applicable THE CUSTOMER sanction regulations, or listed in sanction regulations adopted by the European Union, in so 15.1 The Simulator contains and may be far as the prohibitions of the sanction regulations supplied with Manuals containing Aircraft apply to the Simulator, Materials or Derivative Manufacturer proprietary Materials including Materials. Derivative Materials that are sub-licensed under the Agreement to the Customer on a worldwide, 16. CONFIDENTIALITY non-exclusive, personal and non-transferable basis and on the condition, which the Customer 16.1 Each Party acknowledges and agrees accepts and agrees, that Aircraft Manufacturer is a that in the course of performing its obligations designated beneficiary of this sub-license. under the Agreement it will receive information which is "Confidential" and/or proprietary to the 15.2 The Aircraft Manufacturer makes it a other Party. Confidential information shall mean condition of the sub-licence, which condition the any information relating to or based on the Customer accepts and agrees, that the Customer business or products of or supplied by either Party will indemnify and hold harmless Aircraft that is not lawfully public knowledge, and shall Manufacturer from and against all claims and include: liabilities, including costs and expenses (including (a) information disclosed in written form in attorneys' fees), incident thereto or incident to whatever media "confidential", "for internal use successfully establishing the right to only" or bearing some similar marking of indemnification, for injury to or death of any person Confidentiality or which the disclosing Party tells or persons, including employees of sub-licensee the receiving Party, is Confidential at the time of but not employees of Aircraft Manufacturer, or for disclosure; and loss of or damage to any property, including any (b) information orally or visually disclosed as aircraft, arising out of or in any way relating to the Confidential. 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of the Simulator, such as but not limited to pre- 16.2 Each Party agrees that it will not make installation planning, training and general advice. use of Confidential information of the other party, To the extent these are not expressly made subject except to the extent necessary in the performance to the conditions of the Agreement or a separate of its obligations under the Agreement. written agreement, they shall be automatically subject to the material provisions of the 16.3 Each Party agrees that it will: Agreement. (a) only disclose Confidential information to those of its employees, agents and contractors who need to know such information in order to pursue the objectives of the Agreement and who are bound by contract to keep such information 18. MISCELLANEOUS Confidential; (b) not otherwise publish, copy or disclose 18.1 The Agreement supersedes all other any Confidential information to any third party proposals and communications oral and written without the express written consent of the and constitutes the entire understanding between disclosing Party; and the Customer and MPS with respect to the subject (c) use all reasonable efforts to prevent matter of the Agreement and may be amended or inadvertent disclosure of any Confidential modified only in writing signed on behalf of both information to any third party. Parties. 16.4 The restrictions in Clause 16.3 will not 18.2 Wherever under the Agreement either apply to Confidential information which: Party's consent or satisfaction is required, such (a) is or becomes publically available through consent or satisfaction shall not be unreasonably no interference of the receiving Party; or arbitrarily withheld or delayed. (b) is subsequently and rightfully received from a third party without obligation of 18.3 All notices given to a Party pursuant to the Confidentiality or restriction on further disclosure; Agreement shall be delivered by courier or email (c) is rightfully known to the receiving party addressed as specified in the Agreement or to such before initial receipt of the same from the disclosing other address as may be notified by either Party to party; or the other. (d) is independently developed by the receiving Party. 18.4 Neither Party can assign any of its rights or delegate any of its obligations under the 16.5 These Confidentiality provisions shall not Agreement without the prior written consent of the apply to those portions of Confidential information, other Party except that MPS may assign the benefit the disclosure of which is necessary to establish of its right to any money due or accruing due. rights under the Agreement, is required by law or by regulation of any governmental or regulatory 18.5 Headings included in the Agreement are authority, or is required by law in response to a for convenience only and are not to be used to valid order of a court or other governmental body; interpret the Agreement. provided that if the receiving Party believes, or is notified that, it is required by law, regulation or in 18.6 No term or provision of the Agreement response to a valid order to disclose any shall be deemed waived, and no breach shall be Confidential Information, it will promptly inform the deemed consented to, by either Party unless such disclosing Party and, if requested by the disclosing waiver or consent shall be in writing signed by the Party, at the disclosing Party's expense, shall take other Party. No consent by either Party to or waiver all reasonable steps to prevent and/or limit such of, a breach by the other Party, whether expressed disclosure. or implied, shall constitute consent to, waiver of, or excuse for any other different or subsequent 16.6 Notwithstanding anything herein to the breach by the other Party. contrary, Customer may disclose this Agreement (i) as may be required to obtain the bankruptcy 18.7 Insofar as any exclusion or limitation of court’s authorization to enter into this Agreement, liability or indemnity appears in the Agreement (ii) to the U.S. Trustee, or (iii) to the Unsecured MPS contracts on behalf of itself, and its servants Creditors Committee, the Ad Hoc Bondholders and agents, and the same shall apply to the benefit Group or the entities providing the debtor-in- not only of MPS, but also of its servants, and possession financing to the Customer, and any of agents. their respective employees, directors, officers or professional advisors. 18.8 Unless explicitly otherwise stated in the Agreement, the Customer shall have no right of 17. INCIDENTAL SERVICES AND retention (lien) on or any other right of possession SUPPLIES (including pledge) to the Simulator, the Materials or the Derivative Materials. MPS may provide additional services and/or furnish supplies to the Customer prior to the Local 18.9 In the event of a conflict between any of CAA Certification which are ancillary to the supply these MPS Supply Terms and Conditions and MPS Supply Terms and Conditions Edition: MPS(STC) – 0716 8

27

other parts of the MPS Flight Simulator Training 19.1 This Agreement, including any non-Device and Associated Supplies Agreement, the contractual obligations arising out of or in latter shall prevail. connection with this Agreement, shall be governed by and construed in accordance with the laws of England and Wales. 19 APPLICABLE LAW AND 19.2 Each party hereby submits to the JURISDICTION exclusive jurisdiction of English courts with respect to any controversies arising from or relating to performance under the Agreement. MPS Supply Terms and Conditions Edition: MPS(STC) – 0716 9

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MPS Supply Terms and Conditions Edition: MPS(STC) – 0716 10

29

Exhibit 1-B Maintenance and Services Agreement

30

MPS FLIGHT SIMULATOR TRAINING DEVICE MAINTENANCE & SERVICES AGREEMENT This MPS Flight Simulator Training Device Maintenance & Services Agreement (the “Agreement”) is made on [__________], 2021 by and between: Multi Pilot Simulations b.v., a limited liability company incorporated under the laws of the Netherlands, registered with the Dutch Chamber of Commerce under number 30225758, whose registered office is Koningin Wilhelminaweg 449, 3737 BE Groenekan, the Netherlands ("MPS") and Aerovías de México, S.A. de C.V., a company duly organised and existing under the laws of Mexico whose registered office is at Paseo de la Reforma, No. 243, Piso 27, Colonia Cuauhtémoc, Alcaldía Cuauhtémoc, 06500, Mexico, in the city of Mexico City, Mexico ("Customer") (hereinafter MPS and Customer separately referred to as “Party” and collectively as “Parties”) Preamble: - Whereas, the Parties signed that certain MPS Flight Simulator Training Device and Associated Supplies Agreement on [___________________], 2021. - Whereas, MPS agrees to provide the Customer and the Customer agrees to accept from MPS maintenance and services for the Flight Training Simulator device (the "Simulator") described in the Maintenance Schedule (comprising clauses 3 through 7 of this Agreement). Therefore, the Parties agree to the following: 1. THE AGREEMENT 1.1 The Agreement consists of: (i) this MPS Flight Simulator Training Device Maintenance & Services Agreement; (ii) the terms and conditions contained in the Maintenance Schedule and all attachments and annexes thereto; and (iii) the MPS Maintenance Terms and Conditions Edition: MPS (MTC) – 0716, attached as Annex B (the “Terms and Conditions”), and each of the parties acknowledges and agrees that it has read and negotiated all such documents before signing. 1.2 The parties acknowledge and agree that the exclusions and limitations contained in clauses 7 (“patent indemnity”), 8 (“liability”) and 9 (“force majeure”) of the Terms and Conditions are reasonable in light of all the circumstances and that all liability not expressly assumed herein is excluded. MPS Flight Simulator Training Device Maintenance & services Agreement

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2. SIMULATOR 2.1 MPS will provide to the Customer the services described in clause 3 for the following equipment: Description of the Simulator Quantity Description 1 B737MAX fixed base simulator (w/standard cabin lay-out) FAA LEVEL 5 Together with the following: all of which are licensed to the Customer for the explicit use by the Customer solely on and in connection with the operation and maintenance of the Simulator at the Installation Site: a) Licensed Software: Related MPS software containing Aircraft Manufacturer licensed material: MPS-CDS Display System software MPS-FDM Flight Dynamic Model MPS-HOST Host core software MPS-IOS Instructor Operating System (including on-line LOG system) RSI Image generation software for the visual system including 20 airports from the RSI airport database NAV-database Jeppesen MPS-EGPWS Simulated software including terrain database b) Licensed Proprietary Materials: Aircraft Manufacturer related MPS software containing Aircraft Manufacturer licensed material. c) Manuals: MPS - IOS Instructor Manual MPS - IOS Failure Manual MPS - STD Technical Manual MPS – Maintenance Manual 2.2 The Simulator installation site: Avenida Tahel S/N esq. Av Ruiz Cortines, Colonia PEnsador Mexicano, Alcaldía Venustiano Carranza, C.P. 15520, Mexico, in the city of Mexico City MAINTENANCE SCHEDULE 3. MAINTENANCE SERVICES; MAINTENANCE SERVICES CHARGE (exclusive of taxes); PAYMENT FREQUENCY AND INITIAL TERM: 3.1 Maintenance Services description: Basic Service comprising the provision of: a. Remote telephone support 24/7. b. Software updates including updates supplied by the Aircraft Manufacturer. Any license or service fee charged by the Aircraft Manufacturer is due by the Customer in addition to the Maintenance Services Charge and will be invoiced separately. MPS will specify in each Software update availability notice whether or not the update has any effect on the Local MPS Flight Simulator Training Device Maintenance & services Agreement

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c. Navdata updates that can be downloaded from the MPS customer website as and when MPS makes them available 13 cycles per year. d. Unless provided otherwise in this Agreement, replacement parts will be provided at no additional cost (other than the cost to the Customer of any import taxes and duties for the replacement part and the shipping costs of sending back the replaced part to MPS) for [REDACTED] ([REDACTED]) months from the Commencement Date (hereinafter referred to as the “Warranty”), unless the replacement is occasioned by damage which is not attributable to normal use (such as but not limited to deliberate or accidental acts or omissions; neglect or misuse; improper handling or installation; unauthorized modification, alterations or attachments; failure to observe the MPS environmental specifications for the housing and operation of the Simulator; or external factors such as water or fire or weather). All other parts (other than Warranty replacements) will be repaired by MPS and the applicable repair fee will be charged by MPS to Customer in accordance with clause 3.1(f). There is no warranty on any damage to the oxygen masks or the mylar screen of the collimated visual dome. e. an MPS maintenance and repair kit as more particularly described in Annex A at the Installation Site as recommended by MPS for use by the Customer and MPS to carry out repairs to the Simulator. The Customer will promptly notify MPS of each part used from the maintenance and repair kit and will use the tools only for the purpose for which they were designed and provided. The Customer shall not be required to return the kit upon the expiration of the Agreement or its earlier termination. f. For the purposes of this Clause 3.1, if the Warranty does not apply, MPS engineer's time other than for the provision of remote telephone support will be charged at [REDACTED] rates which at the Effective Date are € [REDACTED] per hour Monday to Friday during applicable normal business hours in the country where the Maintenance and Services are to be delivered which if in the Netherlands are the hours stated in Section 4 below, and € [REDACTED] per hour at all other times including weekends [REDACTED]. g. Specialist support for the first initial local certification. [REDACTED]. 3.2 Up-time Targets a. With the exception of repairs to the mylar mirror screen within the collimated visual system, or damages caused by the Customer or by inappropriate use of the Simulator, MPS guarantees that the Simulator will have a minimum up-time of [REDACTED]% per year. That means that there will be no Aircraft On Ground (AOG) situation making the Simulator unavailable for training [REDACTED]% of the time per year. The up-time will be measured quarterly, and if the three-month average up-time for the immediately preceding quarter is less than [REDACTED]%, MPS will pay to Customer as liquidated damages for such quarter an amount corresponding to the relevant percentage in the following table:
Table 1 on page 33. Back to List of Tables
Quarterly availability Liquidated damages per
quarter
=>[REDACTED]% $ [REDACTED]
< [REDACTED]% and =>
[REDACTED]%
$ [REDACTED]
< [REDACTED]% and =>
[REDACTED]%
$ [REDACTED]
< [REDACTED]% and =>
[REDACTED]%
$ [REDACTED]
< [REDACTED]% $ [REDACTED]
It is understood that each AOG situation (down-time) has to be reported to MPS promptly so that MPS can monitor or remedy the situation. Down-time is measured from the moment an AOG situation is reported to MPS until the AOG situation is resolved or until the Customer commences training again in the Simulator. In addition, if the Simulator is considered Aircraft On Ground (AOG) and not available for training for [REDACTED] after Customer reports such AOG situation to MPS, and such AOG situation is not caused by inappropriate use of the Simulator, MPS will pay to Customer $[REDACTED]per day. MPS Flight Simulator Training Device Maintenance & services Agreement

33

guaranteed up-time and for any and all AOG situations will not exceed a total of $[REDACTED] per calendar year. The availability guarantee in this clause 3.2(a) is without prejudice to the Warranty. b. Within [REDACTED] of a fault notification received during the MPS normal Business hours specified in Clause 4 below, critical parts or components other than those connected with a mylar screen repair will be dispatched to the Installation Site by courier. c. An MPS emergency engineer will be dispatched when deemed necessary by MPS. The target MTTR (Mean Time to Repair) for critical problems will be [REDACTED] after the engineer is on-site. d. Critical means when the Simulator is down and cannot be used for training. The decision whether to report a critical problem is up to the Customer however in the case of a critical situation the Customer will be required to turn over the Simulator to MPS for remote diagnostics in a timely manner after the problem has been reported to MPS. This means no students or instructors should be in the Simulator from that point. This will allow MPS to run diagnostics while the engineer is en route to the Installation Site. e. The Customer will report in a timely manner all failures, issues and required actions from MPS into the MPS on-line reporting system. All critical problems will be first reported by telephone and then in a timely manner reported via the MPS on-line reporting system. Issues which are not promptly reported via the MPS on-line system will not count towards the target availability figures. f. If a part or component has been clearly broken or damaged by other than normal usage as described in Clause 3.1.d above MPS will quote and later invoice the Customer the charge for effecting the repair (if following inspection a repair is deemed possible at a cost that will not exceed the cost of economical replacement) or replacement; the shipment cost and handling charges and the engineer’s time for an in-person visit as stated in Clause 3.1(c) all of which will be detailed in the MPS invoice. g. An on-site electronic/electric spares kit for small items such as lamps, circuit-breakers etc., will be made available to the Customer as part of this Agreement. If applicable the first [REDACTED] spare projector lamps for Simulator are included with the shipment of the Simulator and replacement projector lamps will be charged at the then current supplier price. 3.3 Maintenance Services Charge (exclusive of taxes of country of installation): [REDACTED] per annum The Payment Period is quarterly in advance starting on the Commencement Date All payments shall be done by the Customer to MPS’ bank account within [REDACTED] from the date of receiving the invoice. The Initial Term is [REDACTED] years and the Maintenance Service Charge will increase annually with the CPI index of the previous year as published by the Dutch CBS. 3.4 The Commencement Date: Upon Handover. 3.5 Base Rate: Parties agree and acknowledge that MPS may apply charges for late payment of [REDACTED]% per [REDACTED] (“Base Rate”) for payments which are delayed by Customer for more than [REDACTED]past the day of receipt by Customer of the applicable invoice. 4. ADDRESS AND TELEPHONE NUMBERS FOR THE MPS TECHNICAL SUPPORT CENTRE AND ASSEMBLY PLANT: Both the Technical Support Centre and the Assembly Plant are situated at: Multi Pilot Simulations International b.v. Koningin Wilhelminaweg 449 3737 BE Groenekan The Netherlands MPS Flight Simulator Training Device Maintenance & services Agreement

34

outside MPS normal Business hours and its email address is: support@mps.aero The Assembly Plant (Management and Administration) telephone number is: +31 (0) 346 212777 MPS (normal Business hours only). MPS normal Netherlands Business hours: 09.00 -18.00 Central European Time, Monday to Friday excluding Public Holidays. 5. ADDRESSES FOR NOTICES: CUSTOMER: For the Attention of: Legal Department and Fleet Department Address: Paseo de la Reforma, No. 243, Piso 27 Colonia Cuauhtémoc Alcaldía de Cuauhtémoc Mexico, DF 06500 Email: malvarez@aeromexico.com; amnotificacionesjuridico@aeromexico.com MPS: For the Attention of: Philip Adrian Address: Multi Pilot Simulations International b.v. Koningin Wilhelminaweg 449 3737 BE Groenekan The Netherlands Email: Philip.Adrian@mps.aero 6. LIFETIME SUPPORT Support for the MPS Simulator will be available for a minimum of [REDACTED] years from its applicable Commencement Date. This undertaking in no way guarantees that the Simulator will last [REDACTED] years but only that MPS will not implement an end-of-life policy for the Simulator. 7. TERM & TERMINATION 7.1 This Agreement shall be effective from Handover (the “Commencement Date”) and shall continue in full force and effect for a period of [REDACTED] years (the “Initial Term”). 7.2 The Initial Term shall be automatically extended for successive [REDACTED] periods unless either party gives to the other not less than [REDACTED] days' written notice of termination prior to the last day of the Initial Term or of a subsequent extension period. 7.3 Upon the termination of this Agreement, any Schedules, Attachments and Annexes to this Agreement as well as the Maintenance Terms and Conditions shall be terminated automatically. DATED this ................................day of ................................................2021 MPS Flight Simulator Training Device Maintenance & services Agreement

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Signed for and on behalf of Signed for and on behalf of Multi Pilot Simulations b.v. Aerovías de México, S.A. de C.V. _________________________ _________________________ By: By: Title: Title: MPS Flight Simulator Training Device Maintenance & services Agreement

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Simulator Maintenance & Repair Kit SIMULATOR MAINTENANCE & REPAIR KIT Rev. 2
Table 1 on page 37. Back to List of Tables
AREA REMARK A REMARK B PART NUMBER None
MAIN A/C CB SIEMENS C32A/3
SIEMENS
5SJ4332-7HG42 1
MAIN A/C CB SIEMENS C20A/3
SIEMENS
5SJ4320-7HG42 1
MAIN A/C CB SIEMENS C6A/1
SIEMENS
5SJ4106-7HG42 1
MAIN A/C CB SIEMENS C10A/1
SIEMENS
5SJ4110-7HG42 1
MAIN A/C CB SIEMENS C16A/1 5SJ4116-7HG42 1
MAIN A/C CB RD CONTACT
SIEMENS
5ST3010-0HG 1
MAIN A/C CONTRACTOR SIEMENS A20/1 5TT5000-2 1
MAIN A/C CONTRACTOR SIEMENS A25/3 5TT5030-0 1
MAIN A/C CONTRACTOR SIEMENS A40/4 3RT2326-1BB40 1
MAIN A/C CONTRACTOR SIEMENS A22/4 3RT2317-1BB40 1
MAIN A/C GFI SIEMENS A40/4/0.3
A (optional
for
UL/CSA)
5SV3644-8 1
MAIN A/C FINDER TIMER RELAY A16/1 80.01.0.240.000
0
1
MAIN D/C CB OEZ C6A/1 LTS-6C-1 1
MAIN D/C CB OEZ C10A/1 LTS-10C-1 1
MAIN D/C CB OEZ C16A/1 LTS-16C-1 1
MAIN D/C CB RD CONTACT PS-LT-1100 1
PSU HRP MEAN WELL 5VDC/120
A
HRP 600-5 1
PSU SP MEAN WELL 12VDC/25
A
SP 320-12 1
PSU Power Peak Limiter CAMTEC ESB101.16 1
PSU PSU6200 SIEMENS 12VDC/12
A
6EP3324-7SB00-
3AX0
1
PSU PSU6200 SIEMENS 12VDC/7A 6EP3323-7SB00-
0AX0
1
PSU PSU6200 SIEMENS 24VDC/5A 6EP3333-7SB00-
0AX0
1
PSU PSU6200 SIEMENS 24VDC/10
A
6EP3334-7SB00-
3AX0
1
PSU PSU6200 SIEMENS 24VDC/20
A
6EP3336-7SB00-
3AX0
1
PSU PSU100C SIEMENS 12VDC/14
A
6EP1323-2BA00 1
ALL Controller Fuse 32 x 6.3
mm
L 2A 1
0
ALL Controller Fuse 32 x 6.3
mm
L 1A 1
0
ALL Controller Fuse FLAT FUSE
11.8mm
FK1 2A 5
MPS Flight Simulator Training Device Maintenance & services Agreement

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Table 1 on page 38. Back to List of Tables
ALL Controller Fuse FLAT FUSE
11.8mm
FK1 5A 5
ALL Controller Fuse FLAT FUSE
11.8mm
FK1 15A 5
ALL Controller Fuse 20 x 5 mm L 5A 1
0
ALL Controller Fuse 20 x 5 mm L 2.5A 1
0
ALL Controller Fuse 20 x 5 mm L 2A 1
0
ALL Controller Fuse 20 x 5 mm L 1A 1
0
ALL Controller Fuse 20 x 5 mm L 0.5A 1
0
ALL Panel Fuse Mini Fuse
black
round
L 2.5A 1
0
ALL Panel Fuse Mini Fuse
black
round
L 4.0A 3
I/O Controller Module MOXA NA-4010 1
I/O Controller Module MOXA M-3810 1
I/O Controller Module MOXA M-2600 1
I/O Controller Module MOXA M 1601 1
I/O Controller Module MOXA M 1801 1
I/O Controller Module MOXA M 2800 1
I/O Controller Serial Interface TCP MOXA NPort 5110 1
NETWORK Switch Module MOXA EDS-G308 1
PANEL Integrated Circuit CCP ULN2803G 2
PANEL Integrated Circuit I/O PCBS ILQ-1 4
PANEL Pot Pot POT 10K-LIN 1
LIGHT Controller DIL Relay Relay two
way
DIP12-1C90-51D
12V
2
ALL Area Controller DIL Relay Relay one
way
DIP12-1A72-12D
12V
2
VARIOUS PCB'S Relay all
controller,
LCD dist
pcb, MIP &
OVHD
MISC
FINDER 40.52.9
12V
2
PANEL Korry Korry
replica
Single
eMPS-K001 2
PANEL Korry Korry
replica
Dual
eMPS-K002 1
PANEL Korry Korry
replica
Single
blue point
(for bule
Korries)
eMPS-K003 1
MPS Flight Simulator Training Device Maintenance & services Agreement

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Table 1 on page 39. Back to List of Tables
F-Plate DAP Audio the t.racks DSP
4x4 Mini
1
FLOOD light Bulb HEITRONIC
/ HAL 08
G4 / 12V,
8W
REI HAL 08 G4 1
CHART light Bulb 12VDC 4W
333mA //
BA9S
FAR 1139183 2
MAP light Bulb 12VDC
12W
878mA //
BA15S
FAR 1796001 2
CB LIGHT SIDE WALL
light
Bulb 12VDC 4W
333mA //
BA9S
FAR 1139183 2
CB LIGHT CEILING
light
Bulb 12VDC
10W
833mA //
BA15S
FAR 1139268 2
BACKGROUND/AFD
S
Bulb 5VDC 0.55
115mA //
WIRE
ENDED
RS 106-458 2
PARKING BRAKE Bulb 24VDC 2W
71mA //
BA9S
RS 106-284 1
MPS Flight Simulator Training Device Maintenance & services Agreement

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ANNEX B: Multi Pilot Simulations b.v. SERVICE TERMS AND CONDITIONS DEFINITIONS "Handover" has the meaning ascribed to such In these Terms and Conditions and the term in the Supply Agreement. Agreement: "Initial Term" has the meaning ascribed to such "Agreement" means an MPS Flight Simulator term in clause 7.1 of the Agreement and "Term" Training Device Services Agreement signed by means the Initial Term and all extensions to the MPS and the Customer, including any Initial Term. Schedules, Attachments and Annexes to that Agreement as well as the Maintenance Terms "Installation Site" has the meaning ascribed to and Conditions. such term in clause 2.2 of the Agreement. "Aircraft Manufacturer" means the Aircraft "Manuals" mean the MPS Operator and Manufacturer of the aircraft which the Simulator Specification Manuals for and delivered with the is designed to simulate. Simulator. Manuals may contain Derivative Materials. "Assembly Plant" and "Call Centre" are the MPS facilities described as such in the "Maintenance Schedule" means the MPS Maintenance Schedule. maintenance schedule described in the Agreement. "Base Rate" means the rate specified as the base rate for overdue invoices specified in the "Materials" mean any item that serves primarily Maintenance Schedule. to contain, convey, or embody information. Materials may include either tangible forms or intangible embodiments (for example, Software "Commencement Date" has the meaning and other electronic forms) of information and ascribed to such term in clause 7.1 of the includes Software, Manuals, and both Derivative Agreement. and Confidential materials. "Confidential" and "Confidentiality" means "MPS" means Multi Pilot Simulations being subject to the confidential disclosure International b.v. and "MPS Call Centre" means restrictions of Clause 11 (“Confidentiality”) of the technical support centre identified in clause 4 these Maintenance Terms and Conditions. of the Agreement. "Customer" means the Customer specified in “MPS Supply Agreement” means that certain the Agreement. MPS Flight Simulator Training Device and Associated Supplies Agreement dated [__], "Derivative Materials" means any work or 2021 between MPS and Customer. works of authorship developed based in whole or in part on Materials licensed under the applicable "Party" means either MPS or the Customer. MPS supply agreement for the Simulator. Derivative Materials include editorial revision, "Payment Period" means the Service Charge annotation, elaboration, or any other forms in payment period specified in clause 3.3 of the which Materials are modified, recast, Agreement. transformed, translated, condensed, or otherwise adapted. As to Software, Derivative "Services" mean the services described in Materials means any updates, new versions, clause 3.3 of the Agreement. modifications, alterations, or variations. "Services Charge" means the charge specified "EASA" means the European Aviation Safety in clause 3.3 of the Agreement for the Services Agency and "EASA Level" means the EASA provided. level specified in the Maintenance Schedule. "Effective Date" means the date when both "Service Terms and Conditions" means these Parties have signed the Agreement. terms and conditions. "FAA" means the US Civil Aviation Authority; "FAA Certification" means a statement of compliance stating that the Simulator is at the equivalent of the FAA Level specified in the "Simulator" means the flight training simulator Agreement. described in clause 2 of the Agreement,

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including its accompanying Software and preferred method of communication between the Materials. Parties. "Software" means any and all software 4.2 Parts and components for which a including proprietary programs and Derivative replacement is to be or has been provided Materials in software form that MPS supplies should be dispatched in a timely manner on with the Simulator. Software is provided in object receipt of the replacement, to the MPS Assembly code only and may only be used in connection plant accompanied by a technical report (or a with and for the correct operation of the reference to an already submitted technical Simulator. report in accordance with the MPS on-line reporting system) sufficiently detailing the fault All other capitalised terms shall have the complained of and the circumstances that gave meaning given to them where they appear in the rise to it and the appropriate shipping documents that comprise the Agreement. documentation. Title to and in hardware items and to the physical media on which Software is 1. SERVICES recorded will exchange automatically when the replacement is shipped. The receiving Party is 1.1 Throughout the Term MPS will provide responsible for import clearance of sent items the Customer with the Services. (including paying all associated import duties) provided always the sending Party has provided 2. TERM the correct shipping paperwork and has correctly carried out its shipping obligations. 2.1 The Agreement will commence on the Effective Date and the Term will begin on the 4.3 After the Warranty has expired, the Commencement Date and unless earlier Party sending items to the other Party is terminated in accordance with the Agreement responsible for and shall arrange shipment and shall be for the Initial Term and any extension delivery (including paying for the full cost of period. freight and insurance). 2.2 The Initial Term shall be automatically 5. SERVICE CHARGES, TAXES AND extended for successive [REDACTED] periods PAYMENT unless either party gives to the other not less than [REDACTED] written notice of termination 5.1 The Services Charge and all other prior to the last day of the Initial Term or of a charges made under this Agreement are subsequent extension period. exclusive of taxes imposed in the jurisdiction in which the Simulator is installed. The Customer 3. SITE ACCESS AND FACILITIES shall pay in addition to the all such charges amounts equal to VAT and other taxes and 3.1 The Customer undertakes at its increases levied by the applicable taxation expense to provide from the Commencement authority in the jurisdiction in which the Simulator Date and throughout the Term: is installed on or in connection with all such (i) the necessary utility services for the use and charges, the Simulator, the Agreement or the operation of the Simulator in accordance with the services provided excluding MPS employment applicable MPS specifications; taxes or taxes on MPS profits and gains. The (ii) maintain a mandatory internet connection Customer shall gross up any payment due to accessible to MPS; MPS on which withholding tax by the authority in (iii) MPS personnel with the necessary access the jurisdiction in which the Simulator is installed and passes to the Installation Site ensuring all has been levied, by the amount of the tax statutory and other official regulations withheld. concerning health and safety are complied with and that a safe working environment is provided, 5.2 Payment of the Services Charge is due it being always understood that MPS personnel in advance on the first day of each Payment will comply with all reasonable site security Period. The first invoice will include any pro-regulations of which they have been made rated Charge for the period from the aware; Commencement Date to the first day of the first (iv) adequate and safe facilities for the use Payment Period. For the purpose of this clause of MPS personnel of electrical outlets, a monthly, quarterly or annual Payment Period telephones and working space, within shall mean one, three or twelve calendar months reasonable proximity of the Simulator. respectively. 4. SERVICES PROCEDURES AND 5.3 MPS may increase the Services OBLIGATIONS Charge not more than once during each successive one year period by the CPI rate as 4.1 The Customer will ensure that all published by Dutch CBS. technical communications installations and actions it makes in connection with the 5.4 If the Warranty does not apply the Maintenance of the Simulator are carried out by Services Charge does not include the MPS time a trained Customer engineer. Email is the and material rates; travel; accommodation;

41

subsistence and other related MPS personnel all amounts then due to the other Party under the expenses for provision of on-site Maintenance or Agreement; any other service that MPS agrees at the (b) each Party shall immediately return all of Customer's request to provide that is outside the the other Party's Confidential Information; contracted scope of the Agreement. Such (c) all licensed rights granted under this charges will be charged separately and MPS will Agreement will immediately cease to exist and the charge time and material at the MPS rates Customer must promptly discontinue all use of current as at the date when the chargeable such Software, erase or allow MPS to erase all service is rendered. MPS may increase its time copies of such Software from the Simulator, and and material rates at any time. Such increases return to MPS or, at MPS option, destroy all copies are not subject to the provisions of Clause 5.3 of such Materials on tangible media in the above. MPS will notify the Customer in writing Customer's possession or control and certify in prior to implementing any such increase. writing to MPS that it has fully complied with these requirements. 5.5 All other charges for which the Customer is responsible under any other 6.5 The termination of the Agreement provision of or in connection with the Agreement howsoever occasioned shall not affect the accrued shall be paid within [REDACTED] days of the rights or liabilities of either Party nor shall it affect date of invoice. the coming into force or the continuance in force of any provision of the Agreement that is expressly or 5.6 MPS shall be entitled to: by implication intended to come into or continue in (a) charge interest on all overdue sums at the force on or after termination. Base Rate as specified in the Maintenance Schedule levied on a daily basis until payment is 7. PATENT INDEMNITY received and accruing after, as well as before any judgement obtained by MPS against the 7.1 MPS represents and warrants that it is Customer; the owner of the Software and Materials and/or (b) suspend until due payment is made all has the right to licence Customer to use the further performance of its obligations under the Software and Materials, provided that the Agreement without liability if any of MPS’ Customer’s use of the Software and Materials in invoices is not paid on due date. accordance with this Agreement is subject to the Customer having obtained the Aircraft 6. TERMINATION Manufacturer Data-Pack licence to use the Simulator. 6.1 Either Party may terminate the Agreement immediately by notice to the other 7.2 MPS shall indemnify Customer and Party if the other Party ceases to carry on its defend and hold Customer harmless against all business or files any petition under the insolvency claims, losses, judgments, costs, expenses and laws of any nation, jurisdiction, county or place, or liabilities that may arise as a result of Customer’s suffers a receiver or trustee to be appointed for its use of the Simulator or any part thereof infringing business or property, makes an assignment or the intellectual property rights of others. If by way proposes an arrangement or composition for the of a final judgment which is no longer open to benefit of its creditors, ceases to carry on its appeal, the Customer's use of the Simulator or business or substantially the whole of its business any part thereof is held to be an infringement of or is adjudicated bankrupt or insolvent (excepting intellectual property rights, MPS agrees, at the Customer’s current Chapter 11 proceedings). expense and option of MPS, to: (a) modify the Simulator so that it becomes 6.2 Either Party may terminate the non-infringing, but without impairing its overall Agreement by written notice if the other Party capability; or materially breaches the Agreement and does not (b) procure for the Customer the right to remedy the default within [REDACTED] following continue to use the Simulator; or written notice from the non-breaching to do so. (c) substitute another simulator having a capability equivalent to the Simulator; or 6.3 MPS may terminate the Agreement and (d) take back the Simulator and refund any the Maintenance Agreement by written notice to sum the Customer has paid MPS for it less a the Customer if the Customer defaults in reasonable amount for use, damage and payment of any of the Purchase Price obsolescence and reimburse Customer for its instalments on the dates specified in the losses, costs, expenses and liabilities related to Purchase Price Schedule and such default such decommissioning; or remains unremedied for a period of (e) cover the cost of any direct losses or [REDACTED]. damages suffered by Customer. 6.4 Upon termination or expiration of the 7.3 MPS shall have no obligation or liability Agreement for any of the reasons set out in in respect of any claim of infringement arising Clauses 6.1, and/or 6.2 hereof: from: (a) the defaulting Party shall pay to the other Party (a) the combination or operation or use of within [REDACTED] days, without further demand, the Simulator with any simulator or equipment

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not manufactured or supplied to the Customer by obligation under the Agreement or from any act, MPS; omission, statement, advice or recommendation, (b) use of the Simulator or any part of it for whether negligent or not, of MPS, its employees, other than its intended purpose. agents or sub-contractors, and whether or not the loss or damage had been foreseeable. 7.4 This Clause 7 states the entire liability of MPS for patent or copyright infringement by 8.6 This Clause 8 shall not confer on the (use of) the Simulator or any part thereof and Customer any right or remedy, including any MPS shall not be in any way further liable to the right or remedy against MPS for the acts or Customer. omissions of its employees, agents or sub- contractors, to which it would not otherwise be 8. LIABILITY legally entitled. 8.1 Any liability of MPS due to MPS 8.7 Customer is liable for any damage and breaching any of its obligations pursuant to this costs arising from non-fulfilment by the Customer Agreement shall be limited to [REDACTED], but of any of its obligations pursuant to the MPS shall not be liable unless the Customer Agreement and/or pursuant to these Terms and shall have given notice of such breach within Conditions. Customer shall indemnify and hold [REDACTED] ([REDACTED]) days of its MPS harmless against any and all claims of third discovery, and MPS shall have first been parties (including but not limited to the Aircraft afforded a reasonable number of attempts, at its Manufacturer, MPS’ subcontractors and expense, to remedy the breach complained of employees of MPS and of the Customer) and shall have failed to do so. resulting from (i) the intentional acts or omissions, gross negligence, recklessness, bad 8.2 MPS hereby agrees to indemnify, faith, illegal acts, misrepresentation or malicious defend and hold harmless the Customer, its or wilful misconduct of Customer or any of its parent company, subsidiaries and affiliates and employees, agents or representatives, (ii) any their respective representatives, and each of death of or injury to any person (including without them, from and against any and all third party limitation MPS’ employees) caused by claims, allegations, demands, actions, liabilities, Customer, its employees, agents or damages, losses, expenses, suits and representatives, (iii) content provided by proceedings (including, without limitation, all Customer to MPS or (iv) the loss of, damage to attorney’s fees, costs and expenses in or destruction of any third party real or tangible connection with defending the foregoing) personal property, to the extent caused by (collectively, “Claims”) resulting from (i) the Customer, its employees, agents or intentional acts or omissions, gross negligence, representatives. recklessness, bad faith, illegal acts, misrepresentation or malicious or wilful 8.8 All claims against a Party must be misconduct of MPS or any of its employees, notified to the other Party within [REDACTED] agents or representatives, (ii) any death of or months after the notifying Party has become or injury to any person (including without limitation reasonably should have become aware of the Customer’s employees) caused by MPS, its damage and/or the shortcoming, failing which employees, agents or representatives, (iii) any right to damages or otherwise shall be content provided by MPS to Customer or (iv) the expired. loss of, damage to or destruction of any third party real or tangible personal property, to the 9 FORCE MAJEURE extent caused by MPS, its employees, agents or representatives. The liability of MPS in this 9.1 The obligations of the Parties, other respect, including any costs and expenses than obligations to pay for goods and services relating to any claim, shall in all cases be limited provided, shall be deferred to the extent that to the greater of (i) [REDACTED] and (ii) performance by a Party is delayed, hindered or [REDACTED]. prevented by causes beyond its control including, but not limited to: strikes, lock-out or other labour dispute; war, riot or civil disturbance; 8.4 NEITHER PARTY SHALL, IN ANY action or inaction of government or other public EVENT, BE LIABLE TO THE OTHER PARTY authority; embargo; epidemic; fire, earthquake, FOR ANTICIPATED SAVINGS OR ANY flood or act of God; or default of carrier. OTHER LIKE ECONOMIC LOSS; NOR FOR ANY DAMAGES FOR INDIRECT, SPECIAL 9.2 In the event of any such deferral any EXEMPLARY OR CONSEQUENTIAL LOSS dates by which the parties are scheduled to OR DAMAGE. perform shall be extended automatically for a period of time equal in duration to the time lost 8.5 This clause 8 shall apply to all liability of by reason of such causes. MPS to the Customer under or in connection with or in relation to the subject matter of the 9.3 If the force majeure situation has lasted Agreement howsoever arising and whether for [REDACTED], each of the Parties shall be liability arises in contract, tort or otherwise and entitled to terminate the Agreement in full or in whether resulting from any breach of an MPS part, without any obligation existing in that case

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for compensation or any other payment owing to except to the extent necessary in the this termination. All this shall apply without performance of its obligations under the prejudice to the Customer's obligation to pay for Agreement. the performance already rendered by MPS and without prejudice to MPS’ obligation to pay any 11.3 Each Party agrees that it will: amounts (including, without limitation, any (a) only disclose Confidential information liquidated damages under clause 3.2 of the to those of its employees, agents and contractors Agreement) theretofore accrued under the who need to know such information in order to Agreement. pursue the objectives of the Agreement and who are bound by contract to keep such information 10. SOFTWARE, MANUALS AND Confidential; MATERIALS LICENCE (b) not otherwise publish, copy or disclose any Confidential information to any third party 10.1 The Customer is reminded that the without the express written consent of the Simulator Software Manuals and the other disclosing Party; and Materials described in the Maintenance (c) use all reasonable efforts to prevent Schedule are proprietary to MPS and to any inadvertent disclosure of any Confidential specified Aircraft Manufacturer other third party information to any third party. therein specified; may contain Derivative Materials; are Confidential and are licensed to 11.4 The restrictions in Clause 11.3 will not the Customer through the MPS Supply apply to Confidential information which: Agreement on a non-exclusive, personal and (a) is or becomes publically available non-transferable basis and permits use by the through no interference of the receiving Party; Customer solely in conjunction with the operation (b) is subsequently and rightfully received and maintenance of the affected Simulator for so from a third party without obligation of long as it remains in the country of the Confidentiality or restriction on further Installation Site and in the Customer's disclosure; possession; the Customer is not in breach of the (c) is rightfully known to the receiving party Agreement or of the applicable licence before initial receipt of the same from the provisions; and the Customer is not in breach of disclosing party; or export control or regulation which prohibits (d) is independently developed by the export to certain proscribed countries and end receiving Party. users. 11.5 These Confidentiality provisions shall 10.2 A licence does not grant the Customer not apply to those portions of Confidential any right, title or other interest in the Software or information, the disclosure of which is necessary Materials save the right of use as defined in the to establish rights under the Agreement, is licence or for use in connection with the required by law or by regulation of any operation of the Simulator or the Agreement nor governmental or regulatory authority, or is does it permit the Customer to access, copy, required by law in response to a valid order of a distribute, modify, alter, reverse assemble or court or other governmental body; provided that reverse compile the whole or any part of the if the receiving Party believes, or is notified that, Software without first making a specific written it is required by law, regulation or in response to request to MPS and then only to the extent a valid order to disclose any Confidential permitted in writing or as compulsorily mandated Information, it will promptly inform the disclosing by applicable law whichever is the wider. Party and, if requested by the disclosing Party, at the disclosing Party's expense, shall take all 11. CONFIDENTIALITY reasonable steps to prevent and/or limit such disclosure. 11.1 Each Party acknowledges and agrees that in the course of performing its obligations 11.6 Notwithstanding anything herein to the under the Agreement it will receive information contrary, Customer may disclose this Agreement that is Confidential and/or proprietary to the other (i) as may be required to obtain the bankruptcy Party. Confidential information shall mean any court’s authorization to enter into this information relating to or based on the business Agreement, (ii) to the U.S. Trustee, or (iii) to the or products of or supplied by either Party that is Unsecured Creditors Committee, the Ad Hoc not lawfully public knowledge, and shall include: Bondholders Group or the entities providing the (a) information disclosed in written form in debtor-in-possession financing to the Customer, whatever media as "confidential", "for internal and any of their respective employees, directors, use only" or bearing some similar marking of officers or professional advisors. Confidentiality or which the disclosing Party tells the receiving Party, is Confidential at the time of 12. MISCELLANEOUS disclosure; and (b) information orally or visually disclosed 12.1 The Agreement supersedes all other as Confidential. proposals and communications oral and written and constitutes the entire understanding 11.2 Each Party agrees that it will not make between the Customer and MPS with respect to use of Confidential information of the other party, the subject matter of the Agreement and may be

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amended or modified only in writing signed on behalf of both Parties. 12.7 Insofar as any exclusion or limitation of liability or indemnity appears in the Agreement 12.2 Wherever under the Agreement either MPS contracts on behalf of itself, and its Party's consent or satisfaction is required, such servants and agents, and the same shall apply consent or satisfaction shall not be unreasonably to the benefit not only of MPS, but also of its or arbitrarily withheld or delayed. servants and agents. 12.3 All notices given to a Party pursuant to 12.8 Unless explicitly otherwise stated in the the Agreement shall be delivered by courier or Agreement, the Customer shall have no right of email addressed as specified in the Maintenance retention (lien) on or any other right of Schedule or to such email address as may be possession (including pledge) to the Simulator, subsequently notified by either Party to the other. the Materials or the Derivative Materials. 12.4 Neither Party can assign any of its 12.9 In the event of a conflict between any of rights or delegate any of its obligations under the these Terms and Conditions and other parts of Agreement without the prior written consent of the MPS Flight Simulator Training Device the other Party except that MPS may on giving Service Agreement, the latter shall prevail. written notice to the Customer assign the benefit of its right to any money due or accruing due and 13. APPLICABLE LAW AND to any subsequent owner of MPS. JURISDICTION 12.5 Headings included in the Agreement 13.1 This Agreement, including any non-are for convenience only and are not to be used contractual obligations arising out of or in to interpret the Agreement. connection with this Agreement, shall be governed by and construed in accordance with 12.6 No term or provision of the Agreement the laws of England and Wales. shall be deemed waived, and no breach shall be deemed consented to, by either Party unless 13.2 Each party hereby submits to the such waiver or consent shall be in writing signed exclusive jurisdiction of English courts with by the other Party. No consent by either Party to respect to any controversies arising from or or waiver of, a breach by the other Party, whether relating to performance under the Agreement. expressed or implied, shall constitute consent to, waiver of, or excuse for any other different or subsequent breach by the other Party. .

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