ex10-150.htm





CONTRACT CHANGE ORDER







	
PURCHASER:
	
AMR Eagle Holding Corporation (the “Buyer”)









	
SELLER:
	
Bombardier Inc., as represented by Bombardier Aerospace, Commercial Aircraft (“Bombardier”)









	
PURCHASE AGREEMENT NO:
	
PA 0390 (the “Purchase Agreement”)









	
AIRCRAFT TYPE:
	
CRJ Model CL600-2C10





	
  
	
Series 701 (the “Aircraft”)








CONTRACT CHANGE ORDER NO:  10 (“CCO No. 10”)





DATED:                      December 2, 2009                                    PAGES:  107
(including attachments)






	
  
	
REASON FOR CHANGE:








To give effect to the exercise of Twenty-Two (22) Option Aircraft (the Twenty-Sixth (26th) to Forty-Seventh (47th) Firm Aircraft) and to incorporate changes to the Purchase Agreement as set forth below regarding:






	
1)  
	
Amendment of the Purchase Agreement to reflect Buyer’s execution of its purchase rights with respect to Twenty-Two (22) of the Option Aircraft thereby increasing the purchase order from Twenty-Five (25) Firm Aircraft to Forty-Seven (47) Firm Aircraft;





	
2)  
	
Amendment of Party Name;





	
3)  
	
Amendment of Article 2.1 to reflect revised quantity of Aircraft and new issue of Specification; Article 2.3 Intentionally deleted;





	
4)  
	
Amendment of Delivery Notices in Article 4.2.1;





	
5)  
	
Amendment of Delivery Location in Article 4.3;





	
6)  
	
Amendment of Articles 8.1, 8.2 and 8.3.3, Basic Aircraft Price;





	
7)  
	
Amendment of Payment instructions in Article 11.2;





	
8)  
	
Amendment of Article 12.1 – Buyer Information and Buyer Furnished Equipment;





	
9)  
	
Amendment of Schedule A – Specification to reflect new issue of Specification;





	
10)  
	
Amendment of Schedule B – Buyer Selected Optional Features;





	
11)  
	
Amendment of Schedule C – Customer Support Services-Technical Support, Spare Parts, Training and Technical Data;





	
12)  
	
Amendment of Schedule D – Warranty and Service Life Policy;





	
13)  
	
Amendment of Schedule E-1 – 26th to 47th Firm Aircraft  Delivery Schedule;





	
14)  
	
Amendment of Schedule I – Economic Adjustment Formula;





	
15)  
	
New Schedule L – Buyer Information Due Dates;





	
16)  
	
Amendment of Letter Agreement No. 03 – Option Aircraft Payment Schedule;





	
17)  
	
Amendment of Letter Agreement No. 04 – [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];





	
18)  
	
Amendment of Letter Agreement No. 05 – Spares Support and [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];





	
19)  
	
Amendment of Letter Agreement No.  08 – [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];





	
20)  
	
Amendment of Letter Agreement No.  09 – [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];





	
21)  
	
Amendment of Letter Agreement No. 10 – [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];





	
22)  
	
Amendment of  Letter Agreement No. 11 – [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];





	
23)  
	
Amendment of Letter Agreement No. 13 – [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];





	
24)  
	
Amendment of Letter Agreement No. 21 – Aircraft Training Devices;





	
25)  
	
Amendment of Letter Agreement No. 22 – [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];





	
26)  
	
Letter Agreement No. 24 dated June 11, 2003 Relating to Emergency Airworthiness Directives renamed Letter Agreement No.25;





	
27)  
	
Letter Agreement No. 26 – [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];





	
28)  
	
Letter Agreement No. 27 – [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];





	
29)  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];





	
30)  
	
Other Matters;





	
31)  
	
Delete the Non-Applicable Articles.





















Page 






  



  







  





DESCRIPTION OF CHANGES:






	
1.0
	
Exercise of Twenty-Two (22) Option Aircraft (Twenty-Sixth (26th) to Forty-Seventh (47th) Firm Aircraft)









	
1.1
	
This CCO No. 10 is in response to Buyer’s decision to exercise its purchase rights with respect to Twenty-Two (22) of the Option Aircraft provided for under Article 2.3 of the Purchase Agreement and Letter Agreement No. 02 firming up Aircraft Twenty-Six (26) to Forty-Seven (47).









	
1.2
	
Notwithstanding the terms and conditions of Letter Agreement No. 02 to the Purchase Agreement, wherein Buyer was required to exercise its purchase options in seven (7) blocks of three (3) Option Aircraft per block and one (1) last block of four (4) Option Aircraft, Buyer hereby exercises its right to purchase twenty-two (22) Option Aircraft (Twenty-Sixth (26th) to Forty-Seventh (47th) Firm Aircraft) (the “Exercised
Option Aircraft”) simultaneously.  Accordingly, any reference to twenty-five (25) Firm Aircraft in the Purchase Agreement is hereby deleted and replaced with Forty-Seven (47) Firm Aircraft.









	
1.3
	
ALL TERMS AND CONDITIONS OF THE PURCHASE AGREEMENT AND ALL RELATED DOCUMENTS, EXCEPT AS AMENDED HEREIN, SHALL APPLY TO THE EXERCISED OPTION AIRCRAFT.









	
1.4
	
The parties hereto agree that this CCO No. 10 shall, upon execution, become part of the Purchase Agreement. Terms not otherwise defined herein shall have the meaning ascribed to such terms in the Purchase Agreement.













	
2.0  
	
Party Name Change









	
2.1
	
All references to “Bombardier Aerospace, Regional Aircraft” and “BOMBARDIER” in the Purchase Agreement, including all Schedules, Amendments thereto and related Letter Agreements subsequently executed by the parties, are hereby deleted and replaced by “Bombardier Aerospace, Commercial Aircraft” and “Bombardier” respectively.













	
3.0  
	
Purchase Agreement, Article 2.1 and 2.3









	
3.1
	
The subject matter is hereby amended to reflect the revised quantity of Firm Aircraft and to incorporate the specification issue that will be used to manufacture the Exercised Option Aircraft.  As such, Article 2.1 to the Purchase Agreement is deleted in its entirety and is replaced with the following:








"2.1               Subject to the provisions of this Agreement, Bombardier will sell and Buyer will purchase Forty-Seven (47) Canadair Regional Jet aircraft model CL600-2C10 Series 701 aircraft, certificated to seventy (70) passenger seats and manufactured pursuant
to specification no. RAD-670-111, as amended previously through to issue E dated September 2002 for the first twenty-five (25) firm aircraft and RAD-670-100 Rev. J dated June 2009 for the last twenty-two (22) firm aircraft, attached hereto as Schedule A, as that specification may be modified from time to time in accordance with this Agreement (as so modified, the “Specification”), which Specification includes the Buyer selected optional features (“Buyer Selected Optional Features”) set
forth in Schedule B hereto, (individually or collectively, the “Firm Aircraft”).”






	
3.2
	
Article 2.3 of the Agreement is deleted in its entirety as there are no additional Option Aircraft over and above the Twenty Two (22) Option Aircraft which are being exercised as the Twenty Sixth (26th) to Forty Seventh (47th) Firm Aircraft.








3.3           Attachment 1 to this CCO No. 10 is provided for Buyer’s convenience.










	
4.0  
	
Delivery Notices, Article 4.2.1









	
4.1  
	
The start date for the Delivery Notices in Article 4.2.1(a) needs to be amended for the Twenty-Sixth (26th) to Forty-Seventh (47th) Firm Aircraft. As such, Article 4.2.1(a) to the Purchase Agreement is deleted in its entirety and is replaced with the following:









	
  
	
“(a)
	
commencing on [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] for the first Twenty-Five (25) Firm Aircraft and on [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] for
the Twenty-Sixth (26th) to Forty-Seventh (47th) Firm Aircraft [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], as applicable, the Parties shall agree on the period of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] that may start on any day of the week (a “Delivery
Week”) targeted for offer for acceptance of each Aircraft for the next [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. Bombardier shall use reasonable efforts to meet this tentative Delivery Week, but shall not be bound by such tentative Delivery Week;”









	
4.2  
	
Attachment 2 to this CCO No. 10 is provided for Buyer’s convenience.













	
5.0  
	
Delivery Location, Article 4.3









	
5.1  
	
The Delivery Location in Article 4.3 for the Exercised Option Aircraft is revised from Montreal to Mirabel, Quebec, Canada. As such, Article 4.3 to the Purchase Agreement is deleted in its entirety and is replaced with the following:








“4.3               Location





Each of the first Twenty-Five (25) Firm Aircraft will be delivered free and clear of all liens, claims, charges, and encumbrances of any nature whatsoever except those created by or through Buyer at Bombardier's facility in Montreal, Quebec, Canada.





Each of the Twenty-Sixth (26th) to Forty-Seventh (47th) Firm Aircraft will be delivered free and clear of all liens, claims, charges, and encumbrances of any nature whatsoever except those created by or through Buyer at Bombardier's facility in Mirabel, Quebec, Canada.”






	
5.2  
	
 Attachment 2 to this CCO No. 10 is provided for Buyer’s convenience.













	
6.0  
	
Basic Aircraft Price, Articles 8.1, 8.2 and 8.3.3









	
6.1  
	
The Basic Aircraft Price, for the first Twenty-Five (25) Firm Aircraft was [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] expressed in April 30, 1997 Dollars. The Basic Aircraft Price for the Twenty-Sixth (26th) to Forty-Seventh
(47th) Firm Aircraft is revised from [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] expressed in April 30, 1997 dollars to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] expressed in January 2009 dollars. Therefore, Article 8.1 to the Purchase Agreement is deleted
in its entirety and is replaced with  the following:








“8.1               The basic price for the first Twenty-Five (25) Firm Aircraft, including Buyer Selected Optional Features, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] Montreal, Quebec, Canada, is [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] expressed in April 30, 1997 dollars.





The basic price for the Twenty-Sixth (26th) to Forty-Seventh (47th) Firm Aircraft, including Buyer Selected Optional Features, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Mirabel, Quebec, Canada is [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] expressed in January 2009 dollars (the basic price for the first Twenty-Five (25) Firm Aircraft and the basic price for the Twenty-Sixth (26th) to Forty-Seventh (47th) Firm Aircraft, are collectively referred to as the “Basic Aircraft Price”).





Except as set forth below or elsewhere in this Agreement, the Basic Aircraft Price constitutes the entire price to be paid for each Aircraft, and unless expressly stated otherwise, for the products and services provided by Bombardier under this Agreement.”



 


	
6.2  
	
Attachment 3 to this CCO No. 10 is provided for Buyer’s convenience.









	
6.3  
	
The Basic Aircraft Price for the Twenty-Sixth (26th) to Forty-Seventh (47th) Firm Aircraft [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. The Basic Aircraft Price for any of the Twenty-Sixth (26th) to Forty-Seventh (47th) Firm
Aircraft [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] shall be subject to the escalation set forth in the Economic Adjustment Formula, provided that such escalation [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. Accordingly, Article 8.2 to the Purchase Agreement
is deleted in its entirety and is replaced with the following:








“8.2               (a)           Except as set forth below or elsewhere in this Agreement, the Basic Aircraft Price is subject to escalation in accordance with the formula set forth in Schedule I (the
“Economic Adjustment Formula”). Notwithstanding the forgoing, the Twenty-Sixth (26th) to Forty-Seventh (47th) Firm Aircraft are subject to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].





(b)               [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 





(c)                          [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] ”.






	
6.4  
	
Attachment 4 to this CCO No. 10 is provided for Buyer’s convenience.









	
6.5  
	
This CCO No. 10 confirms the previous amendment of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. Therefore, Article 8.3.3 to the Purchase Agreement is deleted in its entirety and is replaced with the following:








“8.3.3               [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 





[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].



 


	
6.6  
	
Attachment 5 to this CCO No. 10 is provided for Buyer’s convenience.













	
7.0  
	
Payment Instructions, Article 11.2









	
7.1  
	
The payment instructions set forth in Article 11.2 are replaced. Accordingly, Article 11.2 to the Purchase Agreement is deleted in its entirety  and replaced with the following:








“11.2             Buyer shall make all payments due under this Agreement in immediately available funds by deposit on or before the due date to Bombardier’s account in the following manner:





Transfer to:                               [CONFIDENTIAL PORTION

OMITTED AND FILED SEPARATELY

WITH THE COMMISSION PURSUANT TO A

REQUEST FOR CONFIDENTIAL TREATMENT].





[CONFIDENTIAL PORTION

OMITTED AND FILED SEPARATELY

WITH THE COMMISSION PURSUANT TO A

REQUEST FOR CONFIDENTIAL TREATMENT]





PLEASE REFERENCE:  INVOICE # AND/OR AIRCRAFT SERIAL #”






	
7.2  
	
 Attachment 6 to this CCO No. 10 is provided for Buyer’s convenience.













	
8.0  
	
Buyer Information and Buyer Furnished Equipment, Article 12.1









	
8.1  
	
The Buyer Information Dates set out in Article 12.1 are revised for the Twenty-Sixth (26th) to Forty-Seventh (47th) Firm Aircraft. Accordingly, Article 12.1 to the Purchase Agreement  is deleted in its entirety and is replaced with the following:








“12.1 (a)                                                                                                                             During
the manufacture of the first Twenty-Five Firm Aircraft, Buyer shall provide to Bombardier on or before the date reasonably required by Bombardier, all information as Bombardier may reasonably request to manufacture the Aircraft including, the selection of furnishings.





Nine (9) months prior to the Scheduled Delivery Month of the first Aircraft, Buyer will:





(i)     provide Bombardier with an external paint scheme agreed on by the Parties;





(ii)                                                                                                                            select
interior colors; and





(iii) provide to Bombardier, on drawings which will be forwarded to Buyer, language translations for interior and exterior Aircraft labels.






	
  
	
Failure of Buyer to comply with these requirements may result in an increase in the Purchase Price [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], a delay in delivery of the Aircraft, or both, in either case, reasonably related to Buyer’s failure.  Bombardier shall use its
reasonable efforts to prevent or minimize such delay or Purchase Price increase.









	
  
	
(b)
	
During the manufacture of the Twenty-Sixth (26th) to Forty-Seventh (47th) Firm Aircraft, Buyer shall provide to Bombardier all information as Bombardier may reasonably request to manufacture the Aircraft.  Bombardier shall advise Buyer of the specific information required and the latest date by which such information is required, and Buyer shall provide such information by the date(s) so advised.  Bombardier
shall provide such request for such information to Buyer by the date(s) stated in Schedule L to the Agreement.  The requested information and its applicable due date(s) shall be substantially as set out in Schedule L.








Failure of Buyer to comply with these requirements (excluding requirements related to Bombardier not providing the information to Buyer by the dates listed in Schedule L which delay Buyer in providing the information to Bombardier) may result in an increase [CONFIDENTIAL PORTION OMITTED
AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], a delay in delivery of the Aircraft, or both, in either case, reasonably related to Buyer’s failure as set out in this paragraph. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].”


	
  
	 



8.2           Attachment 6 to this CCO No. 10 is provided for Buyer’s convenience.







 


	
9.0  
	
Schedule A to the Purchase Agreement









	
9.1  
	
The Specification No. is hereby amended to incorporate the specification issue that will be used to manufacture the Twenty-Sixth (26th) to Forty-Seventh (47th) Firm Aircraft.  Accordingly, Schedule A to the Purchase Agreement is deleted in its entirety and is replaced with the following:








“SCHEDULE A





SPECIFICATION





Firm Aircraft                                        Specification
No.                                              Issue and Date


	
1-25  
	
                    RAD–670 –111As amended previously




through to Issue E,

September 2002





26-47                                   RAD-670-100 Rev. J                                                         June
2009"









9.2        Attachment 7 to this CCO No. 10 is provided for Buyer’s convenience.










	
10.0  
	
 Schedule B to the Purchase Agreement, Buyer Selected Optional Features









	
10.1  
	
Schedule B, Buyer Selected Optional Features, is amended to incorporate a new Buyer Selected Optional Features list, Attachment IV, which is applicable to the Twenty-Sixth (26th) to Forty-Seventh (47th) Firm Aircraft, as set forth below.








The total amount of the Buyer Selected Optional Features for each of the Twenty-Sixth (26th) to Forty-Seventh (47th) Firm Aircraft is [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] expressed in January 2009 dollars.






	
10.2
	
Schedule B is amended to incorporate the following new Attachment IV.








“ATTACHMENT IV





Buyer Selected Optional Features

(for Twenty-Sixth (26th) to Forty-Seventh (47th) Firm Aircraft)






	  	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  







[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]





[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]





[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]





[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:





[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]






Page 






  



  







  





[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

















[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].










Page 






  



  







  





[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:






































	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE

	  	
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL

	  	
TREATMENT]

	  	  







[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].






























Page 






  



  







  





SCHEDULE B





(Continued)





[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]





[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:






	  	
[CONFIDENTIAL PORTION OMITTED AND FILED
	  
	  	
SEPARATELY WITH THE COMMISSION
	  
	  	
PURSUANT TO A REQUEST FOR CONFIDENTIAL
	  
	  	
TREATMENT]
	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	
[CONFIDENTIAL PORTION OMITTED AND FILED
	  
	  	
SEPARATELY WITH THE COMMISSION
	  
	  	
PURSUANT TO A REQUEST FOR CONFIDENTIAL
	  
	  	
TREATMENT]
	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  







 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:






	
1)  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]








10.3           Attachment 8 to this CCO No. 10 is provided for Buyer’s convenience.


	
11.0
	
Schedule C Customer Support Services – Technical Support, Spare Parts, Training and Technical Data









	
11.1
	
The manuals format in Article 4, Paragraph 4 is amended to reflect a change to the manuals format.  Accordingly, a new Article 4, Paragraph 4.1.3 is added after Article 4, Paragraph 4.1.2 as follows:








“The Aircraft Maintenance Manual (“AMM”), Wiring Diagram Manual (“WDM”), System Schematic Manual (“SSM”), Illustrated Parts Catalog (“IPC”) and Fault Isolation Manual (“FIM”) will be delivered in SGML format."





11.2           Attachment 9 to this CCO No. 10 is provided for Buyer’s convenience.









12.0           Schedule D Warranty and Service Life Policy to the Purchase Agreement






	
12.1
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:








[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]






	
12.2  
	
 Attachment 10 to this CCO No. 10 is provided for Buyer’s convenience.













	
  
	
13.0
	
Schedule E-1 Firm Aircraft Delivery Schedule and Schedule E-2 Option Aircraft Delivery Schedule to the Purchase Agreement









	
13.1  
	
Schedule E-1 Firm Aircraft Delivery Schedule is hereby amended to include the Delivery Month of the Twenty-Sixth (26th) to Forty-Seventh (47th) Firm Aircraft. Accordingly, Schedule E-1 is hereby deleted in its entirety and is replaced with the following:








“SCHEDULE E-1





Firm Aircraft Delivery Schedule






	
[CONFIDENTIAL
	
[CONFIDENTIAL

	  	  
	
PORTION
	
PORTION

	
OMITTED AND
	
OMITTED AND

	
FILED SEPARATELY
	
FILED SEPARATELY

	
WITH THE
	
WITH THE

	
COMMISSION
	
COMMISSION

	
PURSUANT TO A
	
PURSUANT TO A

	
REQUEST FOR
	
REQUEST FOR

	
CONFIDENTIAL
	
CONFIDENTIAL

	
TREATMENT]
	
TREATMENT]

	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	
[CONFIDENTIAL
	
[CONFIDENTIAL

	
PORTION OMITTED
	
PORTION OMITTED

	
AND FILED
	
AND FILED

	
SEPARATELY WITH
	
SEPARATELY WITH

	
THE COMMISSION
	
THE COMMISSION

	
PURSUANT TO A
	
PURSUANT TO A

	
REQUEST FOR
	
REQUEST FOR

	
CONFIDENTIAL
	
CONFIDENTIAL

	
TREATMENT]
	
TREATMENT]

	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	
[CONFIDENTIAL
	
[CONFIDENTIAL

	
PORTION OMITTED
	
PORTION OMITTED

	
AND FILED
	
AND FILED

	
SEPARATELY WITH
	
SEPARATELY WITH

	
THE COMMISSION
	
THE COMMISSION

	
PURSUANT TO A
	
PURSUANT TO A

	
REQUEST FOR
	
REQUEST FOR

	
CONFIDENTIAL
	
CONFIDENTIAL

	
TREATMENT]
	
TREATMENT]

	  	  
	  	  








	
13.2
	
Schedule E-2 Option Aircraft Delivery Schedule is hereby deleted in  its entirety as there are no additional Option Aircraft over and above the Twenty Two (22) Option Aircraft which are being exercised as the Twenty-Sixth (26th) to Forty-Seventh (47th) Firm Aircraft.








13.3           Attachment 11 to this CCO No. 10 is provided for Buyer’s convenience.









14.0           Economic Adjustment Formula – Schedule I to Purchase Agreement






	
14.1
	
The Economic Adjustment Formula in Schedule I remains unchanged for the first Twenty-Five (25) Firm Aircraft but the Economic Adjustment Formula is revised for the for the Twenty-Sixth (26th) through Forty-Seventh (47th) Firm Aircraft. Accordingly, Schedule I is hereby deleted in its entirety and is replaced with the following:








“SCHEDULE I






	
1.
	
Economic Adjustment Formula First (1st) through Twenty-Fifth (25th) Firm Aircraft









	
1.1.
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:








[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]





[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:






	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];





	
  
	 




	
1.2.
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
(a)  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].





	
(b)  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
(c)  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURS UANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
(d)  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
(e)  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
(f)  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURS].












1.3.           CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH

THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];






	
(a)  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
(b)  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]













	
(c)  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].













	
2.
	
Economic Adjustment Formula Twenty-Sixth (26th) through Forty-Seventh (47th) Firm Aircraft













	
2.1.
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:








[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];





[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];






	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
2.2.
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:













	
(a)  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
(b)  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].













	
(c)  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
(d)  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
(e)  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:









	
(f)  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
2.3.
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
(a)  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
(b)  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
(c)  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].













	
2.4
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
14.2  
	
 Attachment 12 to this CCO No. 10 is provided for Buyer’s convenience.

















Page 






  



  







  





15.0           Schedule L – Buyer Information Due Dates






	
15.1  
	
A new Schedule L is added to the Agreement setting out Buyer Information Due Dates.









	
  
	
“Schedule L





	
  
	
Buyer Information Due Dates









	  	  	  
	  	
[CONFIDENTIAL PORTION SEPARATELY WITH THE

TO A REQUEST FOR.
	
OMITTED AND FILED

COMMISSION PURSUANT CONFIDENTIAL TREATMENT]

	
[CONFIDENTIAL
	  	  
	
PORTION OMITTED AND
	  	  
	
FILED SEPARATELY
	  	  
	
WITH THE COMMISSION
	  	  
	
PURSUANT TO A
	  	  
	
REQUEST FOR
	  	  
	
CONFIDENTIAL
	  	  
	
TREATMENT]
	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  







[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].






	
15.2  
	
Attachment 13 to this CCO No. 10 is provided for Buyer’s convenience.





























Page 






  



  







  






	
16.0  
	
Letter Agreement No. 03 to the Purchase Agreement, Option Aircraft Payment Schedule








16.1 Letter Agreement No. 03 is amended as follows:






	
16.2  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 









	
16.3  
	
The non-refundable progress payments for the Option Aircraft set out in Article 1.0 (b) and (c) of Letter Agreement No. 03 are revised.  Accordingly, Articles 1.0 (b) and (c) of Letter Agreement No. 03 are hereby deleted in their entirety and are replaced with the following:









	
  
	
"(b)
	
A non-refundable [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] progress payment equal to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], of the Basic Aircraft
Price of the relevant Option Aircraft [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] shall be due within [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of the execution of this Contract Change Order No. 10;









	
  
	
(c)
	
A non-refundable [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] progress payment equal to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of the Basic Aircraft Price
of the relevant Option Aircraft [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] shall be due [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] prior to the first day of the Scheduled Delivery Month of the relevant Option Aircraft;”









	
16.4  
	
Attachment 14 to this CCO No. 10 is provided for Buyer’s convenience.













	
17.0  
	
Letter Agreement No. 04 to the Purchase Agreement- [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
17.1  
	
Letter Agreement No. 04 is amended as follows:









	
17.2  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:









	
  
	
1.0
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
  
	
1.1
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].”









	
17.3  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT









	
17.4  
	
Attachment 15 to this CCO No. 10 is provided for Buyer’s convenience.













	
18.0  
	
Letter Agreement No. 05 to the Purchase Agreement-Spares Support and [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]









	
18.1  
	
           Letter Agreement no. 05 is amended as follows:









	
18.2
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:









	
  
	
“1.0
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].”






 






Page 






  



  







  





[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].





18.3           Attachment 16 to this CCO No. 10 is provided for Buyer’s convenience.










	
19.0  
	
Letter Agreement No. 08 to the Purchase Agreement-[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]






 


	
19.1  
	
Letter Agreement No. 08 is amended as follows:









	
19.2
	
Article 1.0 of Letter Agreement No. 08 is amended to revise the maximum quantity of Option Aircraft to Twenty-Two (22) and the maximum quantity of total aircraft purchased to Forty-Seven (47) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. Accordingly, Article 1.0 of Letter Agreement No.
08 is deleted in its entirety and replaced with the following:








1.0              [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]






















Page 






  



  







  





[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].










	
19.3
	
Attachment 17 to this CCO No. 10 is provided for Buyer’s convenience.












20.0           Letter Agreement No. 09 to the Purchase Agreement, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]





20.1           Letter Agreement No. 09 is amended as follows:






	
  
	
20.2
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:









	
  
	
“3.0
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
  
	
3.1
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:








[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].






	
  
	
3.2
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]








[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]






Page 






  



  







  





[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]”






	
20.3
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
20.4
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:








[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]





[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]






	
20.5
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:









	
  
	
“5.0
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
  
	
5.1
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
  
	
5.2
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
  
	
5.3
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]”








20.6           Attachment 18 to this CCO No. 10 is provided for Buyer’s convenience.










	
21.0
	
Letter Agreement No. 10 to the Purchase Agreement, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
21.1
	
Letter Agreement No. 10 is amended as follows:









	
21.2
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:









	
  
	
“2.0
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]








[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]






	
  
	
21.3 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
  
	
“3.0
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]








[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:






	
[CONFIDENTIAL PORTION OMITTED AND FILED
	
[CONFIDENTIAL PORTION OMITTED

	
SEPARATELY
	
SEPARATELY

	
WITH THE
	
WITH THE

	
COMMISSION
	
COMMISSION

	
PURSUANT TO
	
PURSUANT TO

	
A REQUEST FOR
	
A REQUEST FOR

	
CONFIDENTIAL
	
CONFIDENTIAL

	
TREATMENT]
	
TREATMENT]









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









Page 






  



  







  










	
 

[CONFIDENTIAL PORTION OMITTED AND FILED
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH

	
SEPARATELY WITH THE
	
THE COMMISSION

	
COMMISSION PURSUANT TO
	
PURSUANT TO

	
A REQUEST FOR
	
A REQUEST FOR

	
CONFIDENTIAL
	
CONFIDENTIAL

	
TREATMENT]
	
TREATMENT]








[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]”






	
  
	
21.4
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:













	
  
	
“6.0
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]








[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]”






	
21.5  
	
 Attachment 19 to this CCO No. 10 is provided for Buyer’s convenience.













	
22.0  
	
Letter Agreement No. 11 to the Purchase Agreement-[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
22.1  
	
Letter Agreement No. 11 is amended as follows:









	
22.2  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









Page 






  



  







  










	
22.3  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:









	
  
	
“2.0
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].”









	
22.4  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:








“[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].”






	
22.5  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:








“[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].”










	
22.6  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:








“[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]










Page 






  



  







  





[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].”






	
22.7  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:








“[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].






	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]”









	
22.8  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]: 








“[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].”










	
22.9  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:








“[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].”










	
22.10  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:













Page 






  



  







  





[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:





“[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].”



 






	
22.11  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:








“[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];”










	
22.12  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:








“[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];”










	
22.13  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:









	
  
	
“j)
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].”













	
22.14  
	
Attachment 20 to this CCO No. 10 is provided for Buyer’s convenience.













	
23.0  
	
Letter Agreement No. 13 to the Purchase Agreement, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]








23.1           Letter Agreement No. 13 is amended as follows:






	
23.2
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:









	
  
	
“1.0
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].








[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]






	
23.3
	
Attachment 21 to this CCO No. 10 is provided for Buyer’s convenience.





















	
24.0  
	
Letter Agreement No. 21, Aircraft Training Devices









Page 






  



  







  










	
24.1  
	
Letter Agreement No. 21 is amended as follows:









	
24.2  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:









	
  
	
“1.6
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:









	
a)  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
b)  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
c)  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].”








24.3 Attachment 22 to this CCO No. 10 is provided for Buyer’s convenience.










	
25.0  
	
Letter Agreement No. 22 – [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
25.1  
	
Letter Agreement No. 22 is amended as follows:









	
25.2  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









Page 






  



  







  





[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]










	
25.3  
	
Letter Agreement No. 22 is deleted in its entirety and replaced as follows:









	
  
	
“December 2, 2009

















	
  
	
AMR Eagle Holding Corporation





	
  
	
Fort Worth





	
  
	
Texas, U.S.A.





	
  
	
76155













	
  
	
Subject:
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]








Dear Sirs:





Letter Agreement No. 22 (this “Letter Agreement”) to the Purchase Agreement dated January 31, 1998 (the “Agreement”) between Bombardier Inc., represented by Bombardier Aerospace, Commercial Aircraft (“Bombardier”) and AMR Eagle Holding Corporation
(“Buyer”) relating to the firm purchase of twenty-five (25) Canadair Regional Jet aircraft and Buyer’s option to purchase another twenty-five (25) such aircraft (collectively, the "Aircraft")






	
  
	
1.0
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:









	
  
	
a.
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]





	
  
	
b.
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]





	
  
	
c.
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]





	
  
	
d.
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]





	
  
	
e.
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]





	
  
	
f.
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]





	
  
	
g.
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]





	
  
	
h.
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]





	
  
	
i.
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]




[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]






	
  
	
2.0
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
  
	
3.0
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
  
	
4.0
	
The provisions of this Letter Agreement are personal to Buyer and shall not be assigned or otherwise disposed of by Buyer without the prior written consent of Bombardier, except as may be provided for in the Agreement.









	
  
	
5.0
	
This Letter Agreement constitutes an integral part of the Agreement and is subject to the terms and conditions contained therein.  In the event the Agreement is terminated, in whole or with respect to any one (1) or more particular Aircraft, this Letter Agreement, subject to the terms of Article 42 of the Agreement, shall also be terminated in whole or as to such particular Aircraft, as applicable.  All
terms not defined herein shall have the meaning ascribed to them in the Agreement.  Should there be any inconsistency between this Letter Agreement and the Agreement with respect to the subject matter covered by the terms hereof, then this Letter Agreement shall prevail.









	
  
	
Yours very truly,





	
  
	
BOMBARDIER INC., as represented by





	
  
	
Bombardier Aerospace, Commercial Aircraft









Page 






  



  







  














	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	  	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]




Sr. Contracts Specialist                                                                           Director,
Contracts






	
  
	
Acknowledged and Accepted





	
  
	
AMR EAGLE HOLDING CORPORATION








”






	
25.4  
	
Attachment 23 to this CCO No. 10 is provided for Buyer’s convenience.













	
26.0  
	
Letter Agreement No. 25 – Emergency Airworthiness Directive









	
26.1  
	
A numbering error occurred in connection with Letter Agreement No. 24, Agreement Relating to Emergency Airworthiness Directive AD-2002-08-19 & AD-2003-2-51, dated June 11, 2003, which should have been Letter Agreement No. 25. Accordingly, Letter Agreement No. 24, Agreement Relating to Emergency Airworthiness Directive AD-2002-08-19 & AD-2003-2-51,
is hereby amended and renumbered as Letter Agreement Number 25.













	
27.0  
	
Letter Agreement No. 26 – [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
27.1  
	
A new Letter Agreement No. 26, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], is added to the Agreement to set forth the following commitments covering the Twenty-Sixth (26th) to Forty-Seventh (47th) Firm  Aircraft
as set out below:













	
  
	
“December 2, 2009













	
  
	
AMR Eagle Holding Corporation





	
  
	
Fort Worth





	
  
	
Texas, U.S.A.





	
  
	
76155









	
Subject:
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
  
	
Dear Sirs:








Letter Agreement No. 26 (this “Letter Agreement”) to the Purchase Agreement dated January 31, 1998 (the “Agreement”) between Bombardier Inc., as represented by Bombardier Aerospace, Commercial Aircraft (“Bombardier”) and AMR Eagle Holding Corporation
(“Buyer”, which term as used herein will include, as the context may require, American Eagle Airlines, Inc., as the prospective assignee of Buyer and expected ultimate purchaser of the Option Aircraft) relating to the firm purchase of twenty-five (25) Bombardier CL600-2C10 Series 701 aircraft and Buyer’s option to purchase another twenty-five (25) such aircraft





Capitalized terms used herein and not otherwise defined in this Letter Agreement shall have the meanings assigned thereto in Annex A to this Letter Agreement or, if not defined in such Annex A, in the Agreement.





1.0           General






	
1.1
	
Pursuant to CCO No. 10 to the Agreement, Buyer has exercised its option to purchase twenty-two (22) of the twenty-five (25) CL600-2C10 Series 701 aircraft which are the subject matter of Letter Agreement No. 2 to the Agreement (each of such 22 aircraft, an “Option Aircraft”).









	
1.2
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
1.3
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
1.4
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
2.0
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
2.1
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
2.2
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
  
	
a)
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
  
	
b)
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
  
	
c)
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
  
	
d)
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
2.3
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]













Page 






  



  







  





[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].






	
2.4
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]













	
3.-0
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
  
	
3.1
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]













	
a)  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].













	
b)  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].













Page 






  



  







  









[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]






	
3.2
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
a)  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT









	
b)  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









Page 






  



  







  





[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]






	
c)  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
d)  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]













Page 






  



  







  






	
3.3
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]








[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].






	
4.0
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
  
	
4.1
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]








[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 


	
  
	
4.2
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




 





 

[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]










Page 






  



  







  





[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









 

4.3           Certain Modifications





[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];






	
a)  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
b)  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].













Page 






  



  







  





[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];






	
c)  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
d)  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
4.4
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
  
	
a)
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
  
	
b)
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]













Page 






  



  







  





[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 










	
c)  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
d)  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]








 


	
  
	
4.5
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]




 

[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].










Page 






  



  







  






	
  
	
5.0
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]




 

[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].





6.0           Confidentiality





Any information related to the form and amount of the financing support described in this Letter Agreement which may be provided by Bombardier hereunder shall be deemed to be Evaluation Materials for purposes of Article 25 of the Agreement.

 


	
  
	
7.0
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]




 

[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].





 8.0           Assignment





Subject to the immediately following sentence, the provisions of this Letter Agreement are personal to Buyer and shall not be assigned or otherwise disposed of by Buyer without the prior written consent of Bombardier, except as provided in the Agreement (provided that the parties acknowledge and agree that (a) Buyer may not assign this Letter
Agreement [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  Notwithstanding anything in this Letter Agreement or in the Agreement to the contrary, each of the parties to this Letter Agreement agrees that, without the consent of any Bombardier Party, each of Buyer and Eagle may, following the delivery by Bombardier to Buyer of all Option Aircraft [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT, transfer all of its respective right, title and interest in and to this Letter Agreement to American; provided that any such transfer shall be conditioned on (a) Buyer concurrently transferring to American its right, title and interest in and to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT], and (b) in connection with any such transfer, Buyer, Eagle and American executing and delivering to each Bombardier Party an assignment, assumption and release agreement in which (x) each of Buyer and Eagle assigns all of its respective rights and obligations under this Letter Agreement to American and (y) American accepts such assignment and assumes all of the obligations of Buyer and Eagle under this Letter Agreement.





9.0           Relationship with Agreement





This Letter Agreement constitutes an integral part of the Agreement and is subject to the terms and conditions contained therein, including, without limitation, Article 25 thereof.  [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].





Should there be any inconsistency between this Letter Agreement and the Agreement with respect to the subject matter covered by the terms hereof, then this Letter Agreement shall prevail.










	
For and on behalf of
	
For and on behalf of













	
AMR Eagle Holding Corporation
	
BOMBARDIER INC.,





	
  
	
as represented byBombardier Aerospace,





	
  
	
Commercial Aircraft









	
_________________________
	
______________________





	
Name:  ___________________
	
Name:  ________________





	
Title:  ____________________
	
Title:  _________________













	
  
	
______________________





	
American Eagle Airlines, Inc.
	
.
	
Name:  ________________





	
  
	
Title:  __________________









	
_________________________
	
BOMBARDIER CAPITAL INC.





	
  
	
Name: ___________________





	
  
	
Title:  ____________________





	
  
	
_______________________





	
  
	
Name:  ________________





	
  
	
Title:  _________________





	
  
	
AMR Corporation













	
_________________________
	
______________________





	
Name: ___________________
	
Name: ________________





	
Title:  ____________________
	
Title:  _________________”













	
27.2  
	
The Attachments to Letter Agreement No. 26, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], are hereby incorporated into this CCO No. 10 by reference as if set forth herein in their entirety.









	
27.3  
	
In the event of a conflict between Letter Agreement No. 26, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], as executed between the Parties and the language provided in this CCO No. 10, Letter Agreement No. 26, [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], shall prevail.












27.4           Attachment 24 to this CCO No. 10 is provided for Buyer’s convenience.










	
28.0  
	
Letter Agreement No.  27 – [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
28.1
	
A new Letter Agreement No.27, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] is added to the Agreement to set forth the following commitments covering the Twenty-Sixth (26th) to Forty-Seventh (47th) Firm Aircraft as set out below:









	
  
	
“December 2, 2009

















	
  
	
AMR Eagle Holding Corporation





	
  
	
Fort Worth





	
  
	
Texas, U.S.A.





	
  
	
76155













	
Subject:
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] (26th to 47th Firm
Aircraft)









	
  
	
Dear Sirs:








Letter Agreement No. 27 (this “Letter Agreement”) to the Purchase Agreement dated January 31, 1998 (the “Agreement”) between Bombardier Inc., represented by Bombardier Commercial Aircraft (“Bombardier”) and AMR Eagle Holding Corporation (“Buyer”) relating
to the firm purchase of twenty-five (25) Canadair Regional Jet aircraft and Buyer’s option to purchase another twenty-five (25) such aircraft (collectively, the "Aircraft")









1.0           General






	
1.1
	
Pursuant to Contract Change Order No. 10 (“CCO No. 10”) to the Agreement, Buyer has exercised its option to purchase twenty-two (22) of the twenty-five (25) Option Aircraft which are the subject matter under Article 2.3 of the Agreement and Letter Agreement No. 2 to the Agreement. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].












2.0           [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]










	
2.1
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
2.2
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
2.3
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









Page 






  



  







  










	
2.4
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
2.5
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
3.0
	
The provisions of this Letter Agreement are personal to Buyer and shall not be assigned or otherwise disposed of by Buyer without the prior written consent of Bombardier, except as may be provided for in the Agreement.




 


	
4.0
	
This Letter Agreement constitutes an integral part of the Agreement and is subject to the terms and conditions contained therein.  In the event the Agreement is terminated, in whole or with respect to any one (1) or more particular Aircraft, this Letter Agreement, subject to the terms of Article 42 of the Agreement, shall also be terminated in whole or as to such particular Aircraft.  All terms not
defined herein shall have the meaning ascribed to them in the Agreement.  Should there be any inconsistency between this Letter Agreement and the Agreement with respect to the subject matter covered by the terms hereof, then this Letter Agreement shall prevail.









	
  
	
Yours very truly,





	
  
	
Bombardier Aerospace, Commercial Aircraft

















	
CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	  	
CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]





	
Sr. Contracts Specialist
	
Director, Contracts









	
  
	
Acknowledged and Accepted





	
  
	
AMR EAGLE HOLDING CORPORATION

















	
  
	
”








28.2           Attachment 25 to this CCO No. 10 is provided for Buyer’s convenience.










	
29.0  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]













Page 






  



  







  






	
29.1
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:








[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









30.0           OTHER MATTERS





30.1           THIS CCO NO. 10 AND THE SUBJECT MATTER REFERRED TO HEREIN CONSTITUTE THE ENTIRE AGREEMENT BETWEEN BOMBARDIER AND BUYER AND SUPERSEDE AND CANCEL ALL PRIOR REPRESENTATIONS, BROCHURES, ALLEGED WARRANTIES, STATEMENTS, NEGOTIATIONS, UNDERTAKINGS, LETTERS,
MEMORANDUMS OF AGREEMENT, ACCEPTANCES, AGREEMENTS, UNDERSTANDINGS, CONTRACTS AND COMMUNICATIONS, WHETHER ORAL OR WRITTEN, BETWEEN BOMBARDIER AND BUYER OR THEIR RESPECTIVE AGENTS, WITH RESPECT TO THE SUBJECT MATTER OF THIS CCO NO. 10.






	
30.2
	
ALL OTHER TERMS AND CONDITIONS OF THE PURCHASE AGREEMENT REMAIN UNCHANGED.









	
30.3
	
FOR ADMINISTRATIVE PURPOSES ONLY, A CONSOLIDATION OF THE   AMENDMENTS CONTAINED IN THIS CCO IS ATTACHED.  IN THE EVENT OF INCONSISTENCIES BETWEEN THE CONSOLIDATION AND THIS CCO, THIS CCO SHALL PREVAIL.  THIS CCO IS BINDING ON AND FROM THE DATE THAT IT IS SIGNED BY BOTH PARTIES.  EACH OF THE ATTACHED LETTER AGREEMENTS WILL BE DEEMED TO HAVE BEEN ISSUED OR
AMENDED (AS THE CASE MAY BE) ON THE DATE THAT THIS CCO BECOMES BINDING, IRRESPECTIVE OF WHETHER SUCH LETTER AGREEMENTS ARE ACTUALLY ISSUED OR REISSUED ON THAT DATE.












31.0           DELETE THE NON-APPLICABLE ARTICLES.






	
31.1
	
THE CHANGE DESCRIBED IN THIS CHANGE NOTICE IS INTRODUCED UNDER THE PROVISIONS OF ARTICLE 15 – CHANGES.









Page 






  



  







  





_________________________________________________________________________





FOR AND ON BEHALF OF:                                                                          FOR
AND ON BEHALF OF:






	
  
	
BOMBARDIER INC. as represented
	
AMR EAGLE HOLDING





	
by Bombardier Aerospace, Commercial
	
CORPORATION




Aircraft









__________________________________                                                                                        ___________________________________






	
Name: CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	  	
Name: __________________________








Title:           Sr. Contracts Specialist                                                 Title:           





Date:             December 2, 2009                                                                            Date:December
2, 2009 













__________________________________






	
Name: CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	  	  







Title:            Director, Contracts                                                 





Date:             December 2, 2009                                                                            






Page 






  



  







  



	
  
	
Attachment No. 1 to CCO No. 10














	
  
	
 ARTICLE 2 - SUBJECT MATTER OF SALE









	
▲▲  2.1
	
Subject to the provisions of this Agreement, Bombardier will sell and Buyer will purchase Forty-Seven (47) Canadair Regional Jet aircraft model CL600-2C10 Series 701 aircraft, certificated to seventy (70) passenger seats and manufactured pursuant to specification no. RAD-670-111, as amended previously through to issue E dated September 2002 for the first twenty-five (25) firm aircraft and RAD-670-100 Rev. J dated June
2009 for the last twenty-two (22) firm aircraft, attached hereto as Schedule A, as that specification may be modified from time to time in accordance with this Agreement (as so modified, the “Specification”), which Specification includes the Buyer selected optional features (“Buyer Selected Optional Features”) set forth in Schedule B hereto, (individually or collectively, the “Firm Aircraft”).









	
▲▲2.2
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
▲▲  2.3
	
Intentionally Deleted.













Page 9

▲▲ Amended


Initials







Buyer _________ Bombardier _________









  



  







  



	
  
	
Attachment No. 2 to CCO No. 10














	
  
	
4.1.2
	
The Delivery Schedule is expressed in calendar quarters (such quarter for an Aircraft being its “Scheduled Delivery Quarter”) and the Parties shall agree on the month of delivery for each Aircraft (the “Scheduled Delivery Month”) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  The Scheduled Delivery Month shall
be within the Scheduled Delivery Quarter for the applicable Aircraft.









	
4.2
	
Delivery Notices









	
  
	
4.2.1
	
Bombardier shall give Buyer notice, by facsimile or telegraphic communication or other expeditious means, of the date of readiness of each Aircraft for inspection and acceptance by Buyer as follows:









	
  
	
(a) ▲▲
	
commencing on [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and on [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], as applicable, the Parties shall agree on the period of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] that may start on any day of the week (a “Delivery Week”) targeted for offer for acceptance of each Aircraft for the next [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. Bombardier shall use reasonable efforts to meet this tentative Delivery Week, but shall not be bound by such tentative Delivery Week;”









	
  
	
(b)
	
Bombardier will give notice of no less than [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] prior to the first day of the relevant Aircraft’s Scheduled Delivery Month, confirming the Delivery Week on which the Aircraft will be available for delivery and inspection (the “Scheduled Delivery Week”) which shall commence within the
Scheduled Delivery Month; and









	
  
	
(c)
	
Bombardier will give notice of no less than [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. prior to the date on which the Aircraft will be ready for the commencement of Buyer's ground and flight inspection and acceptance (the “Readiness Date”), which Readiness Date shall in all cases be within the Scheduled Delivery Week and the Scheduled
Delivery Month.









	
▲▲4.3
	
Location








Each of the first Twenty-Five (25) Firm Aircraft will be delivered free and clear of all liens, claims, charges, and encumbrances of any nature whatsoever except those created by or through Buyer at Bombardier's facility in Montreal, Quebec, Canada.





Each of the Twenty-Sixth (26th) to Forty-Seventh (47th) Firm Aircraft will be delivered free and clear of all liens, claims, charges, and encumbrances of any nature whatsoever except those created by or through Buyer at Bombardier's facility in Mirabel, Quebec, Canada.






	
4.4
	
Acceptance













	
  
	
4.4.1
	
At delivery, each Aircraft (a) will conform to the Specification, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and (b) shall not have any defects.













Page      11

▲▲Amended


Initials







Buyer _________ Bombardier _________









  



  







  



	
  
	
Attachment No. 3 to CCO No. 10


















	
  
	
calendar days prior to the first scheduled visit of such representatives and three (3) days for each subsequent visit.









	
7.2
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
7.3
	
Bombardier’s facilities and those of its affiliates shall be accessible to Buyer's representatives during the normal working hours of such facilities.  Buyer's representatives shall have the right at any and all times during such normal business hours to observe the work at Bombardier's facilities and those of its affiliates where the work is being carried out, provided there shall be no disruption in
the performance of the work.









	
7.4
	
Bombardier shall advise Buyer's representatives of the rules and regulations applicable to visitors of Bombardier and those of its affiliates at the facilities being visited.  Buyer's representatives shall conform to such rules and regulations, provided such rules and regulations are not discriminatorily applied to Buyer’s representatives.









	
7.5
	
At any time prior to delivery of the Aircraft, Buyer's representatives may request, in writing, correction of parts or materials which they reasonably believe are not generally acceptable or in accordance with the Specification.  Bombardier shall provide a written response to any such request.  Communication between Buyer's representative and Bombardier shall be solely through Bombardier's Contract
Department or its designate.












ARTICLE 8 - BASIC AIRCRAFT PRICE






	
  
	
▲▲ 8.1 The basic price for the first Twenty-Five (25) Firm Aircraft, including Buyer Selected Optional Features, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] in Montreal, Quebec, Canada, is [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] expressed in April 30,
1997 dollars.








The basic price for the Twenty-Sixth (26th) to Forty-Seventh (47th) Firm Aircraft, including Buyer Selected Optional Features, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Mirabel, Quebec, Canada is [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] expressed in January 2009 dollars (the basic price for the first Twenty-Five (25) Firm Aircraft and the basic price for the Twenty-Sixth (26th) to Forty-Seventh (47th) Firm Aircraft, are collectively referred to as the “Basic Aircraft Price”).





Except as set forth below or elsewhere in this Agreement, the Basic Aircraft Price constitutes the entire price to be paid for each Aircraft, and unless expressly stated otherwise, for the products and services provided by Bombardier under this Agreement.


















Page 20

▲▲ Amended


Initials







Buyer _________ Bombardier _________









  



  







  



	
  
	
Attachment No. 4 to CCO No. 10






















	
▲▲8.2 (a)
	
Except as set forth below or elsewhere in this Agreement, the Basic Aircraft Price is subject to escalation in accordance with the formula set forth in Schedule I (the “Economic Adjustment Formula”). Notwithstanding the forgoing, the Twenty-Sixth (26th) to Forty-Seventh (47th) Firm Aircraft are subject to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
  
	
(b)
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
  
	
(c)
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
8.3
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:









	
8.3.1  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].













Page 21

▲▲ Amended


Initials







Buyer _________ Bombardier _________









  



  







  



	
  
	
Attachment No. 4 to CCO No. 10

















[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].






	
8.3.2
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:









	
  
	
(i)
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]





















Page 21A

▲▲ Amended


Initials







Buyer _________ Bombardier _________









  



  







  



	
  
	
Attachment No. 5 to CCO No. 10

















[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]





(ii)           [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].





[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].






	
  
	
▲▲8.3.3 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].








[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].



 






















Page 22

▲▲ Amended


Initials







Buyer _________ Bombardier _________









  



  







  



	
  
	
Attachment No. 6 to CCO No. 10


















	
▲▲11.2
	
Buyer shall make all payments due under this Agreement in immediately available funds by deposit on or before the due date to Bombardier’s account in the following manner:








Transfer to:                      [CONFIDENTIAL PORTION OMITTED

AND FILED SEPARATELY WITH THE

COMMISSION PURSUANT TO A REQUEST

FOR CONFIDENTIAL TREATMENT]





[CONFIDENTIAL PORTION OMITTED

AND FILED SEPARATELY WITH THE

COMMISSION PURSUANT TO A

REQUEST FOR CONFIDENTIAL

TREATMENT]





PLEASE REFERENCE:  INVOICE # AND/OR AIRCRAFT SERIAL #






	
11.3  
	
All payments provided for under this Agreement shall be made so as to be received in    immediately available funds on or before the dates stipulated herein.









	
11.4
	
Bombardier shall remain the exclusive owner of the Aircraft, free and clear of all rights, liens, charges or encumbrances created by or through Buyer, until such time as all payments referred to in Article 9 or Letter Agreement No. 3 as applicable with respect to the relevant Aircraft have been made.








ARTICLE 12 - BUYER INFORMATION AND BUYER FURNISHED EQUIPMENT






	
  
	
▲▲12.1 (a) During the manufacture of the first Twenty-Five Firm Aircraft, Buyer shall provide to Bombardier on or before the date reasonably required by Bombardier, all information as Bombardier may reasonably request to manufacture the Aircraft including, the selection of furnishings.








Nine (9) months prior to the Scheduled Delivery Month of the first Aircraft, Buyer will:





(i)     provide Bombardier with an external paint scheme agreed on by the Parties;





(ii)              select interior colors; and





(iii) provide to Bombardier, on drawings which will be forwarded to Buyer, language translations for interior and exterior Aircraft labels.






	
  
	
Failure of Buyer to comply with these requirements may result in an increase in the Purchase Price [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], a delay in delivery of the Aircraft, or both, in either case, reasonably related to Buyer’s failure.  Bombardier shall use its reasonable efforts to prevent or minimize such delay or
Purchase Price increase.













Page 23

▲▲ Amended


Initials







Buyer _________ Bombardier _________









  



  







  



	
  
	
Attachment No. 6 to CCO No. 10






















	
  
	
(b)
	
During the manufacture of the Twenty-Sixth (26th) to Forty-Seventh (47th) Firm Aircraft, Buyer shall provide to Bombardier all information as Bombardier may reasonably request to manufacture the Aircraft.  Bombardier shall advise Buyer of the specific
information required and the latest date by which such information is required, and Buyer shall provide such information by the date(s) so advised.  Bombardier shall provide such request for such information to Buyer by the date(s) stated in Schedule L to the Agreement. The requested information and its applicable due date(s) shall be substantially as set out in Schedule L.









	
  
	
Failure of Buyer to comply with these requirements (excluding requirements related to Bombardier not providing the information to Buyer by the dates listed in Schedule L which delay Buyer in providing the information to Bombardier) may result in an increase [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT],
a delay in delivery of the Aircraft, or both, in either case, reasonably related to Buyer’s failure as set out in this paragraph.. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

























Page 23A

▲▲ Amended


Initials







Buyer _________ Bombardier _________









  



  







  



	
  
	
Attachment No. 7 to CCO No. 10






















	
  
	
▲▲SCHEDULE A









	
  
	
SPECIFICATION




























Firm Aircraft                                    Specification
No.                                              Issue and Date


	
1-25  
	
                    RAD–670 –111                                                                           As
amended previously




through to Issue E,

September 2002





      26-47                                   RAD-670-100 Rev. J                                                         June
2009


















Page 3

▲▲ Amended


Initials







Buyer._________ Bombardier _________









  



  







  



	
  
	
Attachment No. 8 to CCO No. 10













SCHEDULE B





▲ATTACHMENT IV





Buyer Selected Optional Features

(for Twenty-Sixth (26th) to Forty-Seventh (47th) Firm Aircraft)






	  	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	
[
	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	  	  
	  	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	  	  
	  	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	  	  
	  	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
	  	  







[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:





[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


















Page 

▲Added


Initials







Buyer._________ Bombardier _________









  



  







  



	
  
	
Attachment No. 8 to CCO No. 10













[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].





[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:














Page 

▲Added


Initials







Buyer._________ Bombardier _________









  



  







  



	
  
	
Attachment No. 8 to CCO No. 10













[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:






	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

	  	  
	  	  
	  	  











[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


















Page 

▲Added


Initials







Buyer._________ Bombardier _________









  



  







  



	
  
	
Attachment No. 8 to CCO No. 10













SCHEDULE B





[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]





[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]





[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:






	  	
[CONFIDENTIAL PORTION OMITTED AND FILED
	  
	  	
SEPARATELY WITH THE COMMISSION
	  
	  	
PURSUANT TO A REQUEST FOR
	  
	  	
CONFIDENTIAL TREATMENT]
	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  







[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:






	
1)  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]













Page 

▲Added


Initials







Buyer._________ Bombardier _________









  



  







  



	
  
	
Attachment No. 9 to CCO No. 10













which shall be updated by Bombardier from time to time.  These publications will be made available in paper or electronic (digital) format, where available, at Buyer’s option as soon as they are available.






	
▲4.1.3
	
The Aircraft Maintenance Manual (“AMM”), Wiring Diagram Manual (“WDM”), System Schematic Manual (“SSM”), Illustrated Parts Catalog (“IPC”) and Fault Isolation Manual (“FIM”) will be delivered in SGML format.









	
4.2
	
Shipment









	
  
	
Technical Data provided hereunder shall be delivered to the facilities designated by Buyer in the United States and at the time indicated in Attachment A. Bombardier shall provide to Buyer, as part of the publications included under this Agreement and at no cost to Buyer, preliminary Illustrated Parts Catalogs (“IPCs”) and Component Maintenance Manuals (“CMMs”) prior to the first initial provisioning
conference, the delivery of the manuals is tentatively scheduled at [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] prior to the first day of the Scheduled Delivery Quarter.









	
4.3
	
Proprietary Technical Data









	
  
	
It is understood and Buyer acknowledges that the Technical Data provided herein is proprietary to Bombardier and all rights to copyright belong to Bombardier and the Technical Data shall be kept confidential by Buyer.  Buyer agrees to use the Technical Data solely to maintain, operate, overhaul or repair the Aircraft or to make installation or alteration thereto subject to the provisions of the Agreement.









	
  
	
Technical Data shall not be disclosed to third parties or used by Buyer or furnished by Buyer for the design or manufacture of any aircraft or Spare Parts including Bombardier Parts or items of equipment, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  Notwithstanding the foregoing,
Buyer shall inform its employees of the confidential nature of the Technical Data and otherwise use due care and diligence with respect to the protection of the confidential nature of the Technical Data, including the identification and labelling of the Technical Data as confidential.









	
4.4
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









▲Added                                                         Page
35


Initials







Buyer _________ Bombardier _________











  



  







  



	
  
	
Attachment No. 9 to CCO No. 10













[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].






▲▲Amended                                                         Page
36


Initials







Buyer _________ Bombardier _________











  



  







  



	
  
	
Attachment No. 10 to CCO No. 10














	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
1.6
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
  
	
▲▲1.7 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
1.8
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
1.9
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









▲▲Amended                                                         Page
44


Initials







Buyer _________ Bombardier _________











  



  







  



	
  
	
Attachment No. 11 to CCO No. 10













▲▲ SCHEDULE E-1





Firm Aircraft Delivery Schedule






	
[CONFIDENTIAL
	
PORTION OMITTED

	  	  
	
AND FILED
	
SEPARATELY WITH THE

	
COMMISSION
	
PURSUANT TO A

	
REQUEST FOR
	
CONFIDENTIAL

	
TREATMENT]
	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	
[CONFIDENTIAL
	
PORTION OMITTED

	
AND FILED
	
SEPARATELY WITH THE

	
COMMISSION
	
PURSUANT TO A

	
REQUEST FOR
	
CONFIDENTIAL

	
TREATMENT]
	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  












▲▲Amended                                                         Page 


Initials







Buyer _________ Bombardier _________











  



  







  



	
  
	
Attachment No. 12 to CCO No. 10













▲ SCHEDULE I













7.1           Economic Adjustment Formula First (1st) through Twenty-Fifth (25th) Firm Aircraft






	
1.1.
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:








[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]





[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:






	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









▲▲Amended                                                         Page 


Initials







Buyer _________ Bombardier _________











  



  







  



	
  
	
Attachment No. 12 to CCO No. 10














	
  
	
1.2.
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:









	
  
	
(a)
	
CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
  
	
(b)
	
CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
  
	
(c)
	
CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
  
	
(d)
	
CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
  
	
(e)
	
CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
  
	
(f)
	
CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
1.3
	
CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:









▲▲Amended                                                         Page 


Initials







Buyer _________ Bombardier _________











  



  







  



	
  
	
Attachment No. 12 to CCO No. 10


















	
  
	
(a)
	
CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
(b)
	
CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
  
	
(c)
	
CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].













	
7.2  
	
2. Economic Adjustment Formula Twenty-Sixth (26th) through Forty-Seventh (47th) Firm Aircraft













	
  
	
2.1.
	
CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:








[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]





[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:






	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
2.2.
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:













	
a)  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
b)  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
c)  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMT].









	
  
	
d)
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
  
	
e)
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
  
	
f)
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].













▲▲Amended                                                         Page 


Initials







Buyer _________ Bombardier _________











  



  







  



	
  
	
Attachment No. 12 to CCO No. 10














	
2.3.
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:









	
  
	
(a)
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
(b)
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
  
	
(c)
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
2.4
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









▲▲Amended                                                         Page 


Initials







Buyer _________ Bombardier _________











  



  







  



	
  
	
Attachment No. 13 to CCO No. 10














	
  
	
Schedule L





	
  
	
Buyer Information Due Dates









	  	  	  
	  	
[CONFIDENTIAL PORTION SEPARATELY WITH THE

TO A REQUEST FOR.
	
OMITTED AND FILED

COMMISSION PURSUANT CONFIDENTIAL TREATMENT]

	
[CONFIDENTIAL
	  	  
	
PORTION OMITTED AND
	  	  
	
FILED SEPARATELY
	  	  
	
WITH THE COMMISSION
	  	  
	
PURSUANT TO A
	  	  
	
REQUEST FOR
	  	  
	
CONFIDENTIAL
	  	  
	
TREATMENT]
	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
















	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE





	
  
	
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

























▲▲Amended                                                         Page
66


Initials







Buyer._________ Bombardier _________











  



  







  



	
  
	
Attachment No. 14 to CCO No. 10














	
  
	
January 31, 1998









	
  
	
AMR Eagle Holding Corporation





	
  
	
Fort Worth





	
  
	
Texas, U.S.A.





	
  
	
76155









	
Subject:
	
OPTION AIRCRAFT PAYMENT SCHEDULE









	
  
	
Dear Sirs:








Letter Agreement No. 03 (this “Letter Agreement”) to the Purchase Agreement dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by its Bombardier Regional Aircraft Division ("BRAD") and AMR Eagle Holding Corporation ("Buyer") relating to the
firm purchase of twenty-five (25) Canadair Regional Jet aircraft  and Buyer’s option to purchase another twenty-five (25) such aircraft (collectively, the "Aircraft")






	
  
	
1.0▲▲The Basic Aircraft Price of the Option Aircraft shall be established on the same basis as that of the Firm Aircraft referred to in Article 8 of the Agreement. Bombardier requires and Buyer shall pay progress payments for the Option Aircraft, as follows:









	
  
	
(a)
	
A refundable deposit of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] per Option Aircraft is due within [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
of the execution of the Agreement.  Upon execution of the Agreement (pending receipt of such deposit by Bombardier), Bombardier shall reserve and remove the Option Aircraft from the market for purchase by Buyer;









	
(b) ▲▲
	
A non-refundable [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] progress payment equal to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], of the Basic
Aircraft Price of the relevant Option Aircraft [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] shall be due within [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of the execution of this Contract Change Order No. 10;

















▲▲Amended





LA No. 03-Option Aircraft

to Purchase Agreement 390





-1-


Initials







Buyer _________ Bombardier _________









  



  







  



	
  
	
Attachment No. 14 to CCO No. 10














	
  
	
(c)▲▲
	
A non-refundable [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] progress payment equal to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of the Basic
Aircraft Price of the relevant Option Aircraft [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] shall be due [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] prior to the first day of the Scheduled Delivery Month of the relevant Option Aircraft;”









	
  
	
(d)
	
The balance of the Purchase Price for each Option Aircraft, after deducting the payments made in this Letter Agreement (a) through (c) above, shall become due and payable on the Actual Delivery Date of the relevant Option Aircraft from Bombardier to Buyer; and









	
  
	
(e)
	
Except as otherwise provided in the Agreement, Bombardier shall not be obligated to pay any interest to Buyer on any deposits or progress payments referenced in this Letter Agreement.









	
2.0
	
The provisions of this Letter Agreement are personal to Buyer and shall not be assigned or otherwise disposed of by Buyer without the prior written consent of Bombardier, except as may be provided for in the Agreement.









	
3.0
	
This Letter Agreement constitutes an integral part of the Agreement and is subject to the terms and conditions contained therein.  In the event the Agreement is terminated, in whole or with respect to any one (1) or more particular Aircraft, this Letter Agreement subject to the terms of Article 42 shall also be terminated in whole or as to such particular Aircraft, as applicable.  All terms not defined
herein shall have the meaning ascribed to them in the Agreement.  Should there be any inconsistency between this Letter Agreement and the Agreement with respect to the subject matter covered by the terms hereof, then this Letter Agreement shall prevail.













▲▲Amended





LA No. 03-Option Aircraft

to Purchase Agreement 390





-2-






Initials







Buyer._________ Bombardier _________









  



  







  



	
  
	
Attachment 15 to CCO No.10










	
  
	
January 31, 1998













	
  
	
AMR Eagle Holding Corporation





	
  
	
Fort Worth





	
  
	
Texas, U.S.A.





	
  
	
76155





	
  
	 




	
Subject:
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
  
	
Dear Sirs:








Letter Agreement No. 04  (this “Letter Agreement”) to the Purchase Agreement dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by its Bombardier Regional Aircraft Division ("BRAD") and AMR Eagle Holding Corporation ("Buyer") relating
to the firm purchase of twenty-five (25) Canadair Regional Jet aircraft  and Buyer’s option to purchase another twenty-five (25) such aircraft (collectively, the "Aircraft")






	
▲▲ 1.0
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
▲▲1.1
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
 2.0
	
The provisions of this Letter Agreement are personal to Buyer and shall not be assigned or otherwise disposed of by Buyer without the prior written consent of BOMBARDIER, except as may be provided for in the Agreement.









	
3.0
	
This Letter Agreement constitutes an integral part of the Agreement and is subject to the terms and conditions contained therein.  In the event the Agreement is terminated, in









▲▲Amended





LA No. 04 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

to Purchase Agreement 390

- 1-


Initials







Buyer _________ Bombardier _________







  



  







  



	
  
	
Attachment 16 to CCO No.10










	
  
	
January 31, 1998

















	
  
	
AMR Eagle Holding Corporation





	
  
	
Fort Worth





	
  
	
Texas, U.S.A.





	
  
	
76155









	
Subject: 
	
SPARES SUPPORT [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]













	
  
	
Dear Sirs:








Letter Agreement No. 05 (this “Letter Agreement”) to the Purchase Agreement dated                            January 31, 1998 (the
"Agreement") between Bombardier Inc., represented by its Bombardier Regional Aircraft Division ("BRAD") and AMR Eagle Holding Corporation ("Buyer") relating to the firm purchase of twenty-five (25) Canadair Regional Jet aircraft  and Buyer’s option to purchase another twenty-five (25) such aircraft (collectively, the "Aircraft")










	
  
	
▲▲1.0 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









▲▲Amended





LA No. 05 - Spares Support [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

to Purchase Agreement 390

- 1-


Initials







Buyer _________ Bombardier _________







  



  







  



	
  
	
Attachment 17 to CCO No.10










	
  
	
January 31, 1998













	
  
	
AMR Eagle Holding Corporation





	
  
	
Fort Worth





	
  
	
Texas, U.S.A.





	
  
	
76155













	
Subject:
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
  
	
Dear Sirs:








Letter Agreement No. 08 (this “Letter Agreement”) to the Purchase Agreement dated                            January 31, 1998 (the
"Agreement") between Bombardier Inc., represented by its Bombardier Regional Aircraft Division ("BRAD") and AMR Eagle Holding Corporation ("Buyer") relating to the firm purchase of twenty-five (25) Canadair Regional Jet aircraft and Buyer’s option to purchase another twenty-five (25) such aircraft (collectively, the "Aircraft")










	
  
	
▲▲1.0 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









▲▲Amended





LA No. 08 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

to Purchase Agreement 390

- -


Initials







Buyer _________ Bombardier _________







  



  







  



	
  
	
Attachment 17 to CCO No.10









[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].






	
2.0
	
The provisions of this Letter Agreement are personal to Buyer and shall not be assigned or otherwise disposed of by Buyer without the prior written consent of Bombardier, except as may be provided for in the Agreement.









	
3.0
	
This Letter Agreement constitutes an integral part of the Agreement and is subject to the terms and conditions contained therein. In the event the Agreement is terminated, in whole or with respect to any one (1) or more particular Aircraft, this Letter Agreement subject to the terms of Article 42 shall also be terminated in whole or as to such particular Aircraft, as applicable.  All terms not defined herein
shall have the meaning ascribed to them in the Agreement.  Should there be any inconsistency between this Letter Agreement and the Agreement with respect to the subject matter covered by the terms hereof, then this Letter Agreement shall prevail.








Yours very truly,


	
  
	
BOMBARDIER INC.









	
  
	 




	
CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	  	
CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]





	
Vice President, Contracts
	
President,





	
Bombardier Regional Aircraft Division
	
Bombardier Regional Aircraft Division









	
  
	
Acknowledged and Accepted





	
  
	
AMR EAGLE HOLDING CORPORATION









	
  
	 




	
  
	
Daniel P. Garton





	
  
	
President









	
  
	
Date:  January 31, 1998





















▲▲Amended





LA No. 08 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

to Purchase Agreement 390

- -


Initials







Buyer _________ Bombardier _________







  



  







  



	
  
	
Attachment No. 18 to CCO No. 10










	  	
CONFIDENTIAL
	
PORTION OMITTED AND
	
FILED SEPARATELY WITH

	  	
THE COMMISSION
	
PURSUANT TO A
	
REQUEST FOR

	  	
CONFIDENTIAL
	
TREATMENT]
	  
	  	  	  	  
	  	  	  	  








	
2.6
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
2.6.1
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:









	  	
CONFIDENTIAL
	
PORTION OMITTED AND
	
FILED SEPARATELY WITH

	  	
THE COMMISSION
	
PURSUANT TO A
	
REQUEST FOR

	  	
CONFIDENTIAL
	
TREATMENT]
	  
	  	  	  	  
	  	  	  	  








	
3.0
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
▲▲3.1
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]








[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].






	
▲▲3.2
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]








[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].






▲▲Amended                                                                             --

LA No. 09 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to

Purchase Agreement  390


Initials







Buyer _________ Bombardier _________











  



  







  



	
  
	
Attachment No. 18 to CCO No. 10










	
4.4.2
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
4.5
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
4.5.1
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].








[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]





[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:






	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









▲▲Amended                                                                             -10-

LA No. 09 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to   

Purchase Agreement  390


Initials







Buyer._________ Bombardier _________











  



  







  



	
  
	
Attachment No. 18 to CCO No. 10










	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:









	
CONFIDENTIAL
	
PORTION
	
OMITTED AND
	
FILED

	
SEPARATELY
	
WITH THE
	
COMMISSION
	
PURSUANT TO A

	
REQUEST FOR
	
CONFIDENTIAL
	
TREATMENT]
	  
	  	  	  	  








	
4.10.2
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
4.10.3
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
  
	
4.10.4▲▲[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]








[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].






▲▲Amended                                                                             -16-

LA No. 09 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to

Purchase Agreement  390


Initials







Buyer._________ Bombardier _________











  



  







  



	
  
	
Attachment No. 18 to CCO No. 10










	
5.0
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
5.1▲▲
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
5.2▲▲
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
5.3▲▲
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].”









	
6.0
	
The provisions of this Letter Agreement are personal to Buyer and shall not be assigned or otherwise disposed of by Buyer without the prior written consent of Bombardier, except as may be provided for in the Agreement.









	
7.0
	
This Letter Agreement constitutes an integral part of the Agreement and is subject to the terms and conditions contained therein.  In the event the Agreement is terminated, in whole or with respect to any one (1) or more particular Aircraft, this Letter Agreement subject to the terms of Article 42 shall also be terminated in whole or as to such particular Aircraft, as applicable.  All terms not defined
herein shall have the meaning ascribed to them in the Agreement.  Should there be any inconsistency between this Letter Agreement and the Agreement with respect to the subject matter covered by the terms hereof, then this Letter Agreement shall prevail.

















▲▲Amended                                                                             -17-

LA No. 09 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to

Purchase Agreement  390


Initials







Buyer._________ Bombardier _________











  



  







  



	
  
	
Attachment No. 19 to CCO No. 10










	
  
	
January 31, 1998

















	
  
	
AMR Eagle Holding Corporation





	
  
	
Fort Worth





	
  
	
Texas, U.S.A.





	
  
	
76155













	
Subject:
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
  
	
Dear Sirs:








Letter Agreement No. 10 (this “Letter Agreement”) to the Purchase Agreement dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by its Bombardier Regional Aircraft Division ("BRAD") and AMR Eagle Holding Corporation ("Buyer") relating to the firm
purchase of twenty-five (25) Canadair Regional Jet aircraft  and Buyer’s option to purchase another twenty-five (25) such aircraft (collectively, the "Aircraft")






	
1.0
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
  
	
2.0▲▲ [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]




[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].






	
3.0▲▲
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]




[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:






	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE

	
COMMISSION PURSUANT TO A
	
COMMISSION PURSUANT TO

	
REQUEST FOR CONFIDENTIAL
	
A REQUEST FOR

	
TREATMENT]
	
CONFIDENTIAL TREATMENT]

	  	  
	  	  
	  	  
	  	  








	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE

	
COMMISSION PURSUANT TO
	
COMMISSION

	
A REQUEST FOR
	
PURSUANT TO

	
CONFIDENTIAL
	
A REQUEST FOR

	
TREATMENT]
	
CONFIDENTIAL

	  	
TREATMENT]









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].





	
  
	
.





	
4.0
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]





	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
5.0
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]





	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:









	
  
	
a)
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









▲▲Amended                                                                             --

LA No. 10 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] to

Purchase Agreement  390


Initials







Buyer._________ Bombardier _________











  



  







  



	
  
	
Attachment No. 19 to CCO No. 10










	
  
	
6.0▲▲[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
7.0
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
8.0
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]








[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].






▲▲Amended                                                                             -4-

LA No. 10 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] to

Purchase Agreement 390


Initials







Buyer _________ Bombardier _________











  



  







  



	
  
	
Attachment No. 20 to CCO No. 10










	
  
	
January 31, 1998

















	
  
	
AMR Eagle Holding Corporation





	
  
	
Fort Worth





	
  
	
Texas, U.S.A.





	
  
	
76155













	
Subject:
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
  
	
Dear Sirs:








Letter Agreement No. 11 (this “Letter Agreement”) to the Purchase Agreement dated                            January 31, 1998 (the
"Agreement") between Bombardier Inc., represented by its Bombardier Regional Aircraft Division ("BRAD") and AMR Eagle Holding Corporation ("Buyer") relating to the firm purchase of twenty-five (25) Canadair Regional Jet aircraft and Buyer’s option to purchase another twenty-five (25) such aircraft (collectively, the "Aircraft")






	
1.0
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
▲▲2.0
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









▲▲Amended                                                                             --

LA No. 11 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to

Purchase Agreement 390






Initials







Buyer._________ Bombardier _________

















  



  







  



	
  
	
Attachment No. 20 to CCO No. 10










	
▲▲ANNEX A








[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]






	
1.
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:









	
▲▲2.
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]





	
  
	
.





	
▲▲3.
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
▲▲4.
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
5.
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT],













▲▲Amended                                                                             --

LA No. 11 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to

Purchase Agreement 390






Initials









Buyer._________ Bombardier _________

















  



  







  



	
  
	
Attachment No. 20 to CCO No. 10









[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:






	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].













	
9.
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
  
	
▲▲a)
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
  
	
▲▲b)
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
  
	
c)
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
10.
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].













	
▲▲11.
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









▲▲Amended                                                                             -8-

LA No. 11 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to

Purchase Agreement 390






Initials







Buyer _________ Bombardier _________

















  



  







  



	
  
	
Attachment No. 20 to CCO No. 10









ANNEX A


	
  
	
APPENDIX A








[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]










	
1.
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
  
	
a)
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
b)
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
c)
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
d)
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
e)
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
f)
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
g)
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];









	
  
	
h)
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
i)  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
j)  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









▲▲Amended                                                                             -9-

LA No. 11 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to

Purchase Agreement 390






Initials







Buyer _________ Bombardier _________

















  



  







  



	
  
	
Attachment No. 21 to CCO No. 10










	
  
	
January 31, 1998

















	
  
	
AMR Eagle Holding Corporation





	
  
	
Fort Worth





	
  
	
Texas, U.S.A.





	
  
	
76155













	
Subject:
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
  
	
Dear Sirs:








Letter Agreement No. 13 (this “Letter Agreement”) to the Purchase Agreement dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by its Bombardier Regional Aircraft Division ("BRAD") and AMR Eagle Holding Corporation ("Buyer") relating to the firm
purchase of twenty-five (25) Canadair Regional Jet aircraft  and Buyer’s option to purchase another twenty-five (25) such aircraft (collectively, the "Aircraft")






	
1.0▲▲
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]













▲▲Amended                                                              --

LA No. 13 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]

to Purchase Agreement 390

. 






Initials







Buyer._________ Bombardier _________













  



  







  



	
  
	
Attachment No. 21 to CCO No. 10









[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].






	
2.0
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









▲▲Amended                                                              --

LA No. 13 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]

to Purchase Agreement 390

. 






Initials







Buyer._________ Bombardier _________













  



  







  



	
  
	
Attachment No. 22 to CCO No. 10














	
  
	
(a)
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
  
	
(b)
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
  
	
(c)
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
1.3
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
1.4
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
1.5
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
  
	
1.6▲▲ [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:









	
a)  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
b)  
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]













▲▲Amended                                                              --

LA No. 21 Aircraft Training Devices 

to Purchase Agreement 390 






Initials







Buyer._________ Bombardier _________













  



  







  



	
  
	
Attachment No. 22 to CCO No. 10









[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]






	
  
	
c) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].













	
2.0
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
2.1
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
3.0
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
3.1
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
















(A)






▲▲Amended                                                              --

LA No. 21 Aircraft Training Devices 

to Purchase Agreement 390 






Initials







Buyer._________ Bombardier _________













  



  







  



	
  
	
Attachment No. 23 to CCO No. 10













December 2, 2009










	
  
	
AMR Eagle Holding Corporation





	
  
	
Fort Worth





	
  
	
Texas, U.S.A.





	
  
	
76155













	
Subject:
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]








Dear Sirs:





Letter Agreement No. 22 (this “Letter Agreement”) to the Purchase Agreement dated January 31, 1998 (the “Agreement”) between Bombardier Inc., represented by its Bombardier Inc., represented by Bombardier Aerospace, Commercial Aircraft (“Bombardier”)
and AMR Eagle Holding Corporation (“Buyer”) relating to the firm purchase of twenty-five (25) Canadair Regional Jet aircraft and Buyer’s option to purchase another twenty-five (25) such aircraft (collectively, the "Aircraft")






	
▲▲1.0
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:









	
  
	
a.
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]





	
  
	
b.
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]





	
  
	
c.
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]





	
  
	
d.
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]





	
  
	
e.
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]





	
  
	
f.
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]




[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


	
  
	
g.
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]




[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


	
  
	
h.
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]




[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


	
  
	
i.
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]




[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]






	
▲▲2.0
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
▲▲3.0
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
4.0
	
The provisions of this Letter Agreement are personal to Buyer and shall not be assigned or otherwise disposed of by Buyer without the prior written consent of Bombardier, except as may be provided for in the Agreement.









	
5.0
	
This Letter Agreement constitutes an integral part of the Agreement and is subject to the terms and conditions contained therein.  In the event the Agreement is terminated, in whole or with respect to any one (1) or more particular Aircraft, this Letter Agreement, subject to the terms of Article 42 of the Agreement, shall also be terminated in whole or as to such particular Aircraft, as applicable.  All
terms not defined herein shall have the meaning ascribed to them in the Agreement.  Should there be any inconsistency between this Letter Agreement and the Agreement with respect to the subject matter covered by the terms hereof, then this Letter Agreement shall prevail.








Yours very truly,


	
  
	
BOMBARDIER INC., as represented by





	
  
	
Bombardier Aerospace, Commercial Aircraft









	
  
	 




	
Jeffrey Lazare
	
Craig Allan





	
Sr. Contracts Specialist
	
Director, Contracts









	
  
	
Acknowledged and Accepted





	
  
	
AMR EAGLE HOLDING CORPORATION









	
  
	 




	
1.1  
	 








▲▲Amended                                                              --

LA No. 22 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

to Purchase Agreement 390


Initials







Buyer _________ Bombardier _________













  



  







  



	
  
	
Attachment No. 24 to CCO No. 10





















[See Letter Agreement No. 26 with accompanying attachments.]






▲▲Amended                                                              --

LA No. 26 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

to Purchase Agreement 390


Initials







Buyer _________ Bombardier _________













  



  







  



	
  
	
Attachment No. 25 to CCO No. 10














	
  
	
December 2, 2009

















	
  
	
AMR Eagle Holding Corporation





	
  
	
Fort Worth





	
  
	
Texas, U.S.A.





	
  
	
76155













	
Subject:
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
  
	
Dear Sirs:








Letter Agreement No. 27 (this “Letter Agreement”) to the Purchase Agreement dated January 31, 1998 (the “Agreement”) between Bombardier Inc., represented by Bombardier Aerospace Commercial Aircraft (“Bombardier”) and AMR Eagle Holding Corporation
(“Buyer”) relating to the firm purchase of twenty-five (25) Canadair Regional Jet aircraft and Buyer’s option to purchase another twenty-five (25) such aircraft (collectively, the "Aircraft")





1.0           General






	
1.1
	
Pursuant to Contract Change Order No. 10 (“CCO No. 10”) to the Agreement, Buyer has exercised its option to purchase twenty-two (22) of the twenty-five (25) Option Aircraft which are the subject matter under Article 2.3 of the Agreement and Letter Agreement No. 2 to the Agreement. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
2.0
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









	
2.1
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].






 






▲Added                                                               

LA No. 27 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

to Purchase Agreement 390


Initials







Buyer _________ Bombardier _________

















  



  







  



	
  
	
Attachment No. 25 to CCO No. 10


















	
2.2
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].






 


	
2.3
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
2.4
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
2.5
	
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].









	
3.0
	
The provisions of this Letter Agreement are personal to Buyer and shall not be assigned or otherwise disposed of by Buyer without the prior written consent of Bombardier, except as may be provided for in the Agreement.




 






▲Added                                                               

LA No. 27 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

to Purchase Agreement 390


Initials







Buyer _________ Bombardier _________

















  



  







  



	
  
	
Attachment No. 25 to CCO No. 10














	
4.0
	
This Letter Agreement constitutes an integral part of the Agreement and is subject to the terms and conditions contained therein.  In the event the Agreement is terminated, in whole or with respect to any one (1) or more particular Aircraft, this Letter Agreement, subject to the terms of Article 42 of the Agreement, shall also be terminated in whole or as to such particular Aircraft.  All terms
not defined herein shall have the meaning ascribed to them in the Agreement.  Should there be any inconsistency between this Letter Agreement and the Agreement with respect to the subject matter covered by the terms hereof, then this Letter Agreement shall prevail.








Yours very truly,


	
  
	
Bombardier Aerospace, Commercial Aircraft









	
  
	 




	
CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	  	
CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]





	
Sr. Contracts Specialist
	
Director, Contracts









	
  
	
Acknowledged and Accepted





	
  
	
AMR EAGLE HOLDING CORPORATION

















	
  
	 
















▲Added                                                               

LA No. 27 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

to Purchase Agreement 390


Initials







Buyer _________ Bombardier _________