THIS PASSENGER AIRCRAFT CHARTER SERVICE AGREEMENT (the Agreeme

PASSENGER AIRCRAFT CHARTER SERVICE AGREEMENT THIS PASSENGER AIRCRAFT CHARTER SERVICE AGREEMENT (the "Agreement") is made and entered into as of (date), by and between LINEAS AEREAS COSTARRICENSES, S.A., a Costarrican "sociedad anonima" with its principal office at Edificio Lacsa, La Uruca, San Jose, Costa Rica, ("LACSA") and AGENT XYZ, with its principal office at (adress) ("CHARTERER"). Whereas, CHARTERER desires LACSA to provide certain passenger air services, and LACSA is willing to provide such services, on the terms and conditions set forth herein; Now, therefore, in consideration of the premises set forth herein, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, LACSA and CHARTERER agree as follows: ARTICLE 1: PASSENGER AIRCRAFT CHARTER SERVICES 1.1 During the term of this Agreement, LACSA shall provide and operate one (1) fully equipped Airbus A-319 Aircraft with one hundred and twenty (120) seats, and as required by U.S. Federal Aviation Regulations (FAR's) Part 129 for over-water operations (the "Aircraft") for the transport of charter passengers and baggage of CHARTERER from Tocumen International Airport, Panama City, Panama (PTY) to Simon Bolivar International Airport, Caracas, Venezuela (CCS). 1.2 LACSA will provide such services in accordance with time schedules shown in the attached schedule or schedules to be attached hereto, now or at a later date (the "Flight Schedule"). No Flight Schedule shall be binding on any party unless signed by the parties. 1.3 LACSA shall only be responsible for providing the following in connection with the aircraft charter services to be rendered herein (the "Services"). A. B. C. D. E. F. G. H. I. J. K. L. M. N. The Aircraft A full two (2) person cockpit crew and 4 person cabin crew. Flight dispatch and flight following. Hull and airline liability insurance (per attached "Schedule of Insurance"). Complete maintenance, overhaul and repair of Aircraft, in accordance with FAR 129 and LACSA's maintenance program. All fuel, oil and other fluids. All baggage loading and off-loading. Passenger and baggage check-in at airport ticket counters. Baggage tags and boarding passes. Air transportation from Tocumen International Airport, Panama City, Panama (PTY) to Simon Bolivar International Airport, Caracas, Venezuela (CCS) (as applicable). In-flight juice and soft drink services, weather permitting. Navigation and communication charges. All landing and parking fees except as provided herein. All Aircraft ground costs at Tocumen International Airport (PTY) and Simon Bolivar International Airport (CCS), including but not limited to O. ground power units, air starts, crew stairs, air conditioners, and lavatory service, if required. Security of the Aircraft. Landing fees and all Ground costs shall be CHARTERER’s responsibility and expense. All other items, supplies and services required to support the Services of LACSA shall be the responsibility of CHARTERER, at CHARTERER's sole cost and expense. 1.4 LACSA shall operate the Aircraft in accordance with all applicable statutes, orders, directives, regulations according to the correspondent aviation authorities and the rules of any country having jurisdiction over the Aircraft. ARTICLE 2: CHARGES FOR SERVICES 2.1 CHARTERER shall pay LACSA for the Services to be performed by LACSA hereunder, the charter price set forth in the attached "Schedule of Charges (“Charter Price”)”. 2.2 All amounts due shall be paid by Cashier checks payable to TACA Paris Office (SIRT/AIRSYSTEM) in €uros ARTICLE 3: TERM 3.1 The Services described in this Agreement shall commence on May 07, 2006 and shall continue until the charter flight has been completed (the "Term"). The flights to be performed during the Term shall be set forth in the Flight Schedule. Should CHARTERER cancel this Agreement and/or any charter flight prior to the end of the Term, it shall pay as liquidated damages the amount provided in Section 3 of the attached Schedule of Rules and Regulations. ARTICLE 4: DOCUMENTS 4.1 All documentation, permits, filings and authorizations required by any relevant governmental authorities or agency, foreign or domestic, will be completed and/or obtained by LACSA, at its own cost and expense. 4.2 Prior to departure of each charter flight, CHARTERER will present LACSA with the appropriate documentation and information that will allow LACSA to issue the passenger manifest, as well as any other information required by the DGAC or any other applicable governmental or regulatory agency. 4.3 CHARTERER will issue to each and every one of the passengers travelling on the charter flight a ticket, which shall contain at least the conditions of carriage, international passengers advise on limitation of liability established on the Warsaw Convention, as well as any other applicable international instrument, the place where the ticket was issued, the origin and destination of the flight, name and domicile of the passenger. In addition, for U.S. citizens and U.S. residents, CHARTERER shall provide LACSA with a list containing the passengers name and telephone number of the person that each such passenger wants to be contacted in case of an incident or accident. CHARTERER agrees to indemnify and hold LACSA, its officers, shareholders, agents and employees (individually an "Indemnitee") harmless from and against any and all liabilities, claims, loss, damage, fines, penalties, actions, costs, disbursements and related expenses (including reasonable attorney's fees) of every kind and nature, including but not limited to indirect, consequential and punitive damages, imposed on, incurred by or asserted against any Indemnitee in any way relating to the failure of CHARTERER to comply with its obligation to issue tickets in accordance with this clause. ARTICLE 5: AIRCRAFT OPERATIONS 5.1 The captain of the Aircraft shall be in full command and control of the flight and Aircraft and authorized to take all necessary measures to ensure the safety of the flights and compliance with the laws. LACSA shall notify CHARTERER of any delays or cancelled flights. 5.2 LACSA shall have the right to cancel any flight or terminate any flight short of its destination without notice, should LACSA or its captain determine in its sole discretion that there is any danger or threat to the safety of the flight or due to Force Majeure. All cost and expenses resulting from any such flight cancellation or termination, including without limitation the costs and expenses to bring the passengers to their final destination, shall be the CHARTERER’s sole responsibility. For any charter flight terminated short of its destination in accordance with this Clause, CHARTERER shall pay LACSA the Charter Price for said charter flight prorated on the basis of the block hours flown; calculated by dividing the Charter Price for that charter flight by the total block hours between PTY and CCS, is applicable and multiplying said result times the block hours flown to perform said charter flight. 5.3. In the event that CHARTERER or any passenger on any flight fails to observe any safety instructions or to present the passenger ticket issued in accordance with Clause 4.3 of this Agreement, or any documentation required for travel by either LACSA or the regulatory authorities, LACSA shall have the power and right, in its sole discretion, to either cancel the flight upon such failure by CHARTERER or refuse to transport any such passengers, without any kind of liability or penalty against LACSA. ARTICLE 6: FORCE MAJEURE LACSA shall not be liable for any delay or failure in the performance of any flight or flights due to any cause beyond its reasonable control, including, without limitation, acts of God, acts of governments, the absence of any necessary government approvals, weather or climate conditions, lightning, storm, explosion, fires, flood, strikes, lock-outs or other labor disputes or industrial disturbances, quarantine, embargoes, riots, insurrection, war, terrorist action, military engagement, acts of public enemy, blockade (“Force Majeure”). ARTICLE 7: DELAYS CHARTERER shall reimburse LACSA for any additional expenses incurred by LACSA as a result of changes to the Flight Schedule required by CHARTERER. LACSA reserves the right to accept or reject at its sole discretion, any changes to the flight schedule requested by the CHARTERER. All changes to the flight schedule shall be made in writing and subject to LACSA’s prior written approval. LACSA reserves the right to charge CHARTERER demurrage in the amount of five thousand United States Dollars (USD $5,000) per hour or fraction thereof if CHARTERER delays the Aircraft, other than by mutual agreement or under circumstances beyond the reasonable control of CHARTERER, for over one (1) hour of scheduled departure. ARTICLE 8: DEFAULT 8.1 Should CHARTERER default in any of its obligations hereunder, or and should CHARTERER fail to cure any such default within seven (7) days after it receives notice setting forth the default (except as to a default due to the failure to pay amounts due hereunder for which only twenty-four (24) hours notice shall be required) LACSA may terminate the Agreement and LACSA may take such action as it deems necessary to collect all amounts due to it by CHARTERER under this Agreement; provided, however, such termination shall not abrogate LACSA's right to compensation for cancelled flights pursuant to Section 3 of the attached Schedule of Rules and Regulations. LACSA's waiver of a prior default by CHARTERER shall not limit the right of LACSA to exercise its remedies hereunder. Should CHARTERER fail to make payment, LACSA shall not be obligated to provide the Services for CHARTERER or its passengers. 8.2 Should LACSA default in any of its obligations hereunder and should LACSA fail to cure any such default within seven (7) days after it receives written notice setting forth the default, CHARTERER may terminate this Agreement. CHARTERER may take such action as it deems necessary to collect damages from losses (specifically excluding special, incidental and consequential damages or any other charges which are not actual damages, if any) it suffers, up to a maximum of the Charter Price of one charter flight. ARTICLE 9: APPLICABLE LAW 9.1 This Agreement shall in all respects be governed by and construed in accordance with the laws of the State of New York, including all matters of construction, validity and performance in any suit brought concerning or related to this Agreement. The parties irrevocably waive any objections to venue in the Courts of the State of New York. The parties consent to service of process by certified or express mail, to the addresses stated herein, if permitted by law, and service shall be deemed completed upon receipt or refusal to receive the notice. 9.2 Any provision of this Agreement which may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof, and any such prohibition in any other jurisdiction, shall not invalidate or render unenforceable such provision in any other jurisdiction. ARTICLE 10: MISCELLANEOUS 10.1 The captions in this Agreement are for convenience and reference only and shall not define or limit any of the terms or provisions hereof. 10.2 The parties agree to take such action, provide such information or execute such documents as may be reasonably required to carry out and effectuate the terms of this Agreement. 10.3 Schedules may be incorporated into this Agreement by reference or be attached hereto and shall become part of this Agreement as if fully set out herein. 10.4 Any notice required under this Agreement shall be deemed duly made or given if it is in writing, in the English language, and delivered personally or sent by facsimile transmission, certified or express mail, express courier and is received or refused by a party at the address set forth below: To LACSA: Lineas Aéreas Costarricenses, S.A ATTENTION: Morena Montano Edificio Caribe 2o Nivel San Salvador, El Salvador Fax: (503) 2267-8126 Telephone: (503) 2267-8888 ext. 2647 To CHARTERER: XYZ Agent CP TACA FRANCIA ATTENTION: Sirt-9 Blvd de la Madeleine 75001, Paris, France Telephone: 33 1 4450 5860 FAX: 33 1 4450 5861 10.5 Taxes. CHARTERER shall be responsible for, and hold LACSA harmless from, all taxes, fees, concessions, duties and other charges resulting from the Services provided under this Agreement, including but not limited to departure taxes, Customs fees, INS service user fees, Animal & Health Inspection fees, any other passenger facility tax. 10.6 Entire Agreement. This Agreement together with its schedules hereto is the sole and final Agreement between LACSA and the CHARTERER with respect to the Services to which this Agreement pertains. 10.7 Amendment and Waivers. This Agreement may be amended only by an instrument in writing executed by each of the parties. No breach of any agreement continued herein shall be deemed waived unless expressly waived in writing by the party who might assert such breach. 10.8 Counterparts. This Agreement may be executed in one or more counterparts, each of, which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers, as of the day and year first above written. LINEAS S.A. AEREAS COSTARRICENSES, XYZ CP TACA FRANCIA With a copy to: Contracts Department Torre Montecristo, 8vo Piso San Salvador, El Salvador Fax: (503) 2267- 8151 Telephone: (503) 2267-8034 Name: Name: Title: Date: Title: Attorney in Fact Date: SCHEDULE OF RULES AND REGULATIONS Annex to Passenger Aircraft Charter Service Agreement LINEAS AEREAS COSTARRICENSES, S.A. and XYZ Agent CP TACA FRANCIA Dated as of April 25th 2006 Terms not otherwise defined herein shall have the meaning given in the Passenger Aircraft Charter Service Agreement 1. COMPLIANCE WITH CHARTER REGULATIONS. A. All Charters. CHARTERER and its agents, and contractors shall be deemed to have knowledge of, and shall comply in all respects with all applicable laws, rules and regulations, including Rules and Regulations issued by the Civil Aviation authorities applicable to the Services (hereinafter collectively "Charter Regulations"). CHARTERER acknowledges it has in its possession a copy of the Charter Regulations in effect as of the date hereof. In the event CHARTERER or any passenger on any flight fails to observe such Charter Regulations, LACSA shall have the power and right, at its option, to either cancel the flight upon such failure by CHARTERER or to refuse transportation to such passenger without any liability or penalty against LACSA of any kind. The CHARTERER shall cooperate and shall cause any travel agent, tour operator, or other principal or agent involved with the CHARTERER to provide any information or certification required by the Charter Regulations and the respective authorities in connection with the Services and flights to be provided hereunder. 2. CHARGES. A. Fuel Charges. The Charter Price for the Services to be provided herein (or any amendments thereto) reflects in part the projected average fuel consumption at a certain assumed price of fuel. The Charter Price is subject to increase by a U.S. Dollar amount equal to any additional sum that LACSA must pay for such fuel due to fuel prices higher than those assumed. LACSA shall notify CHARTERER in writing of the exact amount of any such increase at least fifteen (15) days in advance of the date of departure of the segment of such flight (originating or returning) affected by the increases, and shall provide with such notification adequate substantiation of the anticipated fuel costs which LACSA shall be paying. If the effect of any price increase would raise the Charter Price more than fifteen percent (15%), CHARTERER shall have the right to cancel the affected flight(s) or segment(s) within seven (7) days of receipt of the notice of the Charter Price increase and shall be entitled to receive a full refund of all amounts paid for the flight(s) or segment(s) so cancelled, less the Cancellation Charges established in Paragraph 3 of this Schedule of Rules and Regulations. If CHARTERER fails to cancel the affected flight(s) or segment(s) as stated herein, the amount of the increase automatically shall become due and payable within seven (7) days thereafter. B. Payment Conditions. In addition to the conditions stipulated in Clause 2 of the Agreement, CHARTERER agrees to: (i) pay the Charter Price to LACSA in full for each flight as indicated in the attached Schedule of Charges. (ii) Simultaneously with execution of this Agreement, and to secure payment by CHARTERER of all obligations incurred pursuant to the terms hereof, CHARTERER shall pay to LACSA in immediately available funds the amount indicated as "Deposit" in the Schedule of Charges. The Deposit shall be non-refundable, may be commingled by LACSA with other funds and any interest earned on the Deposit shall be for LACSA’s sole account. CHARTERER agrees that in the event CHARTERER fails to make any timely payment required pursuant to the terms of the Agreement, including without limitation, any payment applicable to any Cancellation Charges, LACSA shall have the right thereafter without further notice, except as stated herein, to apply the Deposit to any and all unpaid obligations of CHARTERER under this Agreement. Upon notice by LACSA of such application, CHARTERER shall have twenty-four (24) hours to replenish the Deposit to the original amount indicated in the Schedule of Charges. CHARTERER's failure to make to LACSA any payments due under the terms of this Agreement, at LACSA's sole option, may result in cancellation of Services notwithstanding LACSA's application of the proceeds of the Deposit to CHARTERER's unpaid obligations hereunder. (iii) CHARTERER agrees to serve LACSA as soon as practicable after cancellation of a charter flight with any and all claims concerning such cancelled charter flight. Claims may be made to LACSA only with respect to the non-performance of air transportation; LACSA shall assume no liability of whatsoever nature if cancellation is due to, among others, those circumstances stated in clauses 5.2, 5.3, 6 and 8.1 of the Agreement and clauses 1.A., 2.B. (iv) and 5A of this Schedule of Rules and Regulations. Claims shall apply only to advance payments that are unearned by LACSA or which LACSA is not entitled to retain under the terms and provisions of this Agreement. (vi) LACSA shall advise CHARTERER as soon as practicable of any additional charges or taxes levied against LACSA, which are the responsibilities of the CHARTERER. Such taxes and charges shall be payable by CHARTERER within ten (10) days of receipt of such invoice. (vii) No charter flight will commence until all applicable funds are deposited. 3. CANCELLATION. A. Date of Cancellation. The date of cancellation of a charter flight shall be the date on which LACSA receives written notice from CHARTERER, or the date on which LACSA sends written notice to the CHARTERER that LACSA is cancelling a charter flight. B. Cancellation Charges. If following execution of this Agreement: (i) The Agreement is voluntarily cancelled at the request of the CHARTERER, (ii) the Agreement is cancelled by LACSA because of the CHARTERER's ineligibility for charter transportation under the provisions of applicable Charter Regulations, (iii) the Agreement is cancelled by LACSA due to the CHARTERER's failure to make payment in accordance with this Agreement and/or as stipulated in the Schedule of Charges and/or this Schedule of Rules and Regulations, (iv) The Agreement is cancelled by LACSA because of the CHARTERER’s default in any of its obligations under the Agreement (v) any charter flight is cancelled by CHARTERER, then the following charges will be assessed against CHARTERER, as liquidated damages, when the cancellation occurs: More than fifteen (15) days before a charter flight is to commence from point of origin: two thousand United States Dollars (US$2,000.00) per cancelled flight (the "Minimum Cancellation Charge"). At least seven (7) days but not more than fourteen (14) days before a charter flight is to commence from point of origin: Twenty Five (25%) percent of the Charter Price per cancelled flight, or the Minimum Cancellation Charge, whichever is greater. At least three (3) days but not more than six (6) days before a charter flight is to commence from point of origin: Fifty (50%) percent of the Charter Price, per cancelled flight, or the Minimum Cancellation Charge, whichever is greater. Not more than three (3) days before charter is to commence from point of origin: One hundred (100%) percent of the Charter Price, per cancelled flight. In the event the cancellation of a charter flight under the circumstances in (i) (Part B) above causes LACSA to ferry the Aircraft in order to position the Aircraft for its next flight, there shall be assessed, in addition to the charge(s) specified in (B) above, a charge equal to ninety five percent (95%) of the Charter Price for such cancelled flight divided by the statute miles such flight would have operated multiplied by the number of statute miles ferried, plus any applicable layover charges. 4. OPERATIONS AND PERFORMANCE OF CHARTERER'S FLIGHT: A. Operations. Departure times shall be established by LACSA and are subject to aircraft routing, gate space, weather conditions and other operational factors. Each party shall use commercially reasonable efforts to cause on-time departures. B. Origination. Charter flights shall originate at Miami International Airport and Juan Santamaría International Airport, as applicable. C. Operating Rights. This Agreement is conditioned to any consents, permits, approvals and/or authorizations required from LACSA to operate the flights, including the requirements of Article 4.1 of the Main Agreement. D. Use of Space. In the event that any passenger seats or cargo space available to the CHARTERER is not utilized by CHARTERER on a particular charter flight, CHARTERER consents to the use of it by LACSA, without refund or reduction of the Charter Price, for the transport of LACSA's or Grupo TACA’s personnel and property to the extent authorized by applicable authorities. E. LACSA Rules. CHARTERER shall observe all operating rules and regulations of LACSA and comply with all reasonable instructions of LACSA's employees and agents. It is understood that during the operation of a flight the Aircraft and its crew will at all times be under the exclusive command and control of the captain, whose orders will be strictly complied with by the CHARTERER and all passengers. LACSA may refuse to transport or may remove any passenger if such refusal or removal is reasonably necessary for the safety and comfort of the other passengers or if such passenger is creating a hazard to himself, to the flight, or to other passengers or to property. In the event of such refusal or removal, LACSA shall not be liable to the CHARTERER nor to the passenger and shall not be required to refund any charges paid by CHARTERER or the passenger. F. Schedules. LACSA shall use commercially reasonable efforts to carry the charter passengers and their baggage with reasonable dispatch, but LACSA shall not be liable for failure of a flight to depart or arrive according to the Flight Schedule. G. Substitute Aircraft. LACSA reserves the right to substitute similar aircraft as reasonably required for all flights. LACSA at its option, may substitute Aircraft of a type different from that specified without penalty to LACSA, provided however that any substitute aircraft shall not have less seats than the Aircraft, and further provided that any such substitution shall not result in an increase in the Charter Price payable by the CHARTERER. LACSA may, to the extent permitted by applicable government regulations, subcontract the performance of any of its obligations under this Agreement, provided that it shall not thereby be relieved of its obligations to the CHARTERER. Any such subcontract shall be limited to air carriers authorized by the applicable governmental authorities to perform the Services. H. Flight Delays. If an Aircraft does not take off within forty eight (48) hours of Flight Schedule departure or as soon as LACSA discovers that the departure of such charter flight will be delayed more than forty eight (48) hours following the Flight Schedule departure, LACSA shall provide substitute air transportation to the CHARTERER at LACSA's expense either by substitute Aircraft or aircraft, charter air transportation, or, at the sole option of LACSA, by an airline other than LACSA on economy or tourist class which airline transportation, if elected by LACSA, shall be at LACSA’s sole cost and expense. Delays resulting from weather, Force Majeure, or other operational conditions affecting the airport are excluded as a premise for this obligation so long as LACSA has an airworthy and operationally ready Aircraft or aircraft available at time of departure of the particular charter flight. For takeoff delays of more than six (6) hours attributable to LACSA, LACSA shall pay reasonable incidental expenses in accordance with the applicable law which is hereby incorporated by this reference. This obligation shall cease when substitute air transportation is provided as set forth above. I. Boarding and Departure. The boarding time and departure of a charter flight shall be determined by LACSA. In the event that operational constraints and/or airport restrictions prohibit a departure time according to the flight schedule, LACSA will affect a departure at the closest possible time thereafter. All passengers on the charter flights subject to this Agreement must check-in at least two (2) hours prior to the Flight Schedule departure time. Any passenger arriving after this time may be refused transportation, without any liability whatsoever to LACSA, nor shall LACSA refund any portion of the Charter Price to the CHARTERER under such circumstance In the event that the CHARTERER does not have the passengers ready for boarding at the time specified by LACSA, the flight may proceed without the full load, without any liability whatsoever to LACSA, nor shall LACSA refund any portion of the Charter Price to the CHARTERER under such circumstance . J. Immigration and Customs. LACSA assumes no responsibility (except when caused by LACSA's own negligence) for compliance by passengers with immigration and customs laws of each country from, through, or to which a flight is operated pursuant to this Agreement. CHARTERER shall pay any fines imposed as a result of any violation of any immigration and/or customs laws and/or any law by its passengers. 5. LIABILITY. A. Force Majeure. If LACSA or the CHARTERER is rendered unable, wholly or in part, by Force Majeure to carry out its obligations under this Agreement, other than the obligations to make payments, such party as is prevented from performing shall be entitled to cancel, with such notices to the other party as are reasonable under the circumstance, any and all flights affected by such Force Majeure without being subject to or responsible for any penalties or damages for such cancellation (the "Cancelling Party"). Furthermore, the obligations of Cancelling Party, so far as they are affected by Force Majeure, shall be suspended during the continuance of the Force Majeure. The Cancelling Party shall use commercially reasonable efforts to remove the Force Majeure with all reasonable dispatch but shall not be required to settle strikes, lockout, or other labour difficulty contrary to its wishes and in its sole discretion. LACSA shall not be liable for loss, injury, damage or delay to or suffered by the CHARTERER or any passengers from landing at an airport at a destination other than those stipulated in the attached Flight Schedule, or for any flight interruption, delay or cancellation due to Force Majeure. In the event any of the foregoing shall occur, LACSA shall have the right to cancel all or part of this Agreement and shall give notice to CHARTERER of such occurrence and of the cancellation and the Charter Price shall apply only to Services actually performed prior to cancellation by LACSA. B. Indemnity. CHARTERER agrees to indemnify and hold LACSA, its officers, shareholders, successors and assigns, agents and employees (individually an "Indemnitee") harmless from and against any and all liabilities, claims, loss, damage, fines, penalties, actions, costs, disbursements and related expenses (including reasonable attorney's fees) of every kind and nature, except to the extent caused by the gross negligence or wilful misconduct of LACSA), imposed on, incurred by or asserted against any Indemnitee in any way relating to, based on or arising out of this Agreement. Neither party shall be liable to the other party for death of or injury to employees of the other party. Each party shall cover its own employees through worker's compensation insurance, as applicable. The employees of one party shall for no purposes be considered the employees of the other party. LACSA shall not be liable for any loss; damage, injury, death and/or delay arising out of the surface transportation of charter passengers and/or while such passengers are not aboard LACSA’s Aircraft. 6. BAGGAGE. A. Baggage Checks. LACSA shall issue and deliver to each passenger its standard applicable form of baggage tag for use and placement on each item of baggage accepted by LACSA from passengers at check-in for transportation on the charter flights. B. Acceptable Baggage. LACSA shall accept for transportation as baggage such personal property as is authorized under applicable law, subject to the following conditions: (i) LACSA may refuse to transport or may remove at any point any baggage which the passenger refuses to permit examination upon request of LACSA. (ii) Each passenger may travel with a maximum of two (2) pieces of baggage, one (1) of which shall be checked and the other as a carry on, subject to the provisions of this Section B (iii) Checked baggage is limited to one (1) suitcase not to exceed forty five (45) Kilos (iv) carry on baggage shall not exceed eleven (11) Kilos (twenty five pounds). All payload (passengers and baggage) will be subject to structural and performance limits of the Aircraft. CHARTERER will be advised when baggage restrictions may be varied. (v) LACSA, at its own discretion, shall have the right to accept or refuse any carry on property, based on its size and weight. (vi) Carry on property that cannot be stored under the seat (9" X 14" X 22") or stored in the overhead compartment will be taken compartment at the passenger's risk. and stored in the Aircraft baggage C. Unacceptable Baggage. LACSA may refuse to accept the following articles for transportation unless advance written arrangements has been made with LACSA and/or regulatory agencies, as applicable: (i) Assembled firearms, ammunition, fireworks or flares (ii) Any articles which cause annoyance to passengers or which, cannot be carried in the baggage or cargo compartments of the Aircraft. (iii) Briefcases and attaché cases with installed alarm devices; (iv) compressed gases (flammable, not-flammable and poisonous) including without limitation camping gas, compressed air cylinders and diving tanks; (v) Any liquids or any other articles not suitably packed for transportation on the Aircraft. (vi) Flammable liquids and solids, including without limitation lighter or heating fuels, matches and articles which are easily ignited; (vii) Radioactive materials; (viii) Oxidizing materials, including without limitation bleaching powder and peroxides; (ix) poisoning materials; (x) Mercury, magnetized material, offensive or irritating materials (xi) Any article listed in the Official Air transport Restricted Articles Tariffs and revisions thereto or reissues thereof issued by Airline Tariff & Publishing Company, (xii) PERISHABLE OR FRAGILE ITEMS (including electronic, musical, ornamental, artistic, photographic, recreational, sporting and mechanical items, items made of or bottled in glass, items made of paper and liquids) which are not included in items (i) to (xi) above, shall be accepted if they are appropriately packaged in an original factory sealed carton, cardboard mailing tube or container or case designed for shipping such items or packed with protective internal material. However, fragile items may be accepted without the appropriate packaging upon the execution of a release. In this case, LACSA will supply a release which relieves LACSA of liability for damage or destruction of checked baggage of the type identified above, which results solely from the unsuitability of such items as checked baggage and/or inadequacy of their packaging and not from LACSA's failure to exercise the ordinary standard of care. Except as stated herein and except as stated in Clause 6.D above, LACSA shall be liable for loss, damage, or delay of baggage or its contents but only to the extent such baggage is under the care, custody and control of LACSA and to the extent such baggage is not unacceptable baggage. LACSA will not be responsible for baggage interlined by another carrier. LACSA shall not be responsible for failure of CHARTERER to correctly place the baggage tags on each of the passenger's baggage. LACSA shall not be responsible for charter passengers taking someone else's baggage. 7. SECURITY. CHARTERER acknowledges and agrees that LACSA implements its Security Plan for the inspection of passengers and baggage to be carried on each flight. Except by LACSA's gross negligence, CHARTERER shall indemnify and hold LACSA harmless from any fines, seizures or other actions by any governmental authorities resulting from the carriage of contraband or illegal items and passengers. LACSA shall have the right to terminate this Agreement if CHARTERER fails to provide or comply with the Security Plan. LINEAS S.A. AEREAS COSTARRICENSES, XYZ AGENT CP TACA FRANCIA Name: Date: Title: Name: Title: Attorney in Fact Date: SCHEDULE OF INSURANCE Annex to Passenger Aircraft Charter Service Agreement LINEAS AEREAS COSTARRICENSES, S.A. and XYZ AGENT CP TACA FRANCIA Dated as of April 25th 2006 1. LACSA agrees to maintain airline liability insurance, in a minimum amount of ONE HUNDRED MILLION DOLLARS ($100,000,000 USD) combined single limit; Insurance provided pursuant to this Section shall contain full war risk insurance. 2. The insurance coverage provided under Section 1 above shall be in full force and effect during the term hereof, and shall include: a) Thirty (30) day notice of cancellation. Prior to the effective date and if requested by the CHARTERER, LACSA shall provide CHARTERER with the certificate of insurance required by this Section. SCHEDULE OF FLIGHTS Annex to Passenger Aircraft Charter Service Agreement LINEAS AEREAS COSTARRICENSES, S.A. and XYZ AGENT CP TACA FRANCIA Dated as of April 25th 2006 DATE, TIME AND PLACE (APROX.) DEPARTURE PAX Tocumen International Airport Panamá, Panamá (PTY) May 07, 2006 12:00 DATE, TIME AND PLACE (APROX.) ARRIVAL Simón Bolívar International Airport, Caracas, Venezuela (CCS) 15:20 LINEAS S.A. AEREAS COSTARRICENSES, XYZ AGENT CP TACA FRANCIA Name: Date: Title: Name: Title: Attorney in Fact Date: SCHEDULE OF CHARGES Annex to Passenger Aircraft Charter Service Agreement LINEAS AEREAS COSTARRICENSES, S.A. and XYZ AGENT CP TACA FRANCIA Dated as of April 25th 2006 The CHARTERER must cancel the sum of Thirty Seven Thousand five Hundred United States dollars (US$37,500) plus taxes (the “Charter Price”). Such amount will be paid in the following way: A. On or before the execution of this Agreement the CHARTERER must cancel the sum of Seventeen Thousand five Hundred United States Dollars (US$17,500) as and for the Security Deposit to guarantee CHARTERER's obligations under the Agreement, subject to the terms and conditions set forth in the Schedule of Rules and Regulations. The rest of the Charter Price, for the amount of twenty Thousand United States Dollars (US$ 20,000), shall be paid on or before May 02, 2006. B. Applicable taxes are not included in the Charter Price. Applicable Taxes to be paid are as follows: • • • Surcharges (Q)= US$20.00 per passenger, Total (US$2,400) Stamp Tax PTY (PA) = US$1,500 Airport Departure Tax PTY (FZ)= US$20.00 per passenger, Total (US$2,400) Any remaining amounts due regarding the Charter Price shall be paid on or before May 12, 2006. Both parties agree and acknowledge that if there are no amounts due as of May 12, 2006 and if the Security Deposit has not been used to comply with CHARTERER’s obligations, such Security Deposit shall be applied for the remaining Charter Price. LINEAS S.A. AEREAS COSTARRICENSES, XYZ AGENT CP TACA FRANCIA Name: Date: Title: Name: Title: Attorney in Fact Date: