Purchase Agreement No. 2344 between The Boeing Company and Air France



 Exhibit 10.5 
  
 Confidential material has been omitted and filed separately with the Commission 
  
 AIRCRAFT GENERAL TERMS AGREEMENT 
  
 AGTA-AFA 
  
 between 
  
 THE BOEING COMPANY 
  
 and 
  
 SOCIETE AIR FRANCE 
  


					
	AGTA-AFA	  	 	  	4/19/01









 TABLE OF CONTENTS 
  

					
	 	  	 	  	PAGE
NUMBER


	 ARTICLES
	  	 	  	 
			
	1.	  	 Subject Matter of Sale
	  	1
			
	2.	  	 Price, Taxes and Payment
	  	1
			
	3.	  	 Regulatory Requirements and Certificates
	  	3
			
	4.	  	 Detail Specification; Changes
	  	4
			
	5.	  	 Representatives, Inspection, Demonstration Flights, Test Data and Performance Guarantee Compliance
	  	4
			
	6.	  	 Delivery
	  	5
			
	7.	  	 Excusable Delay
	  	5
			
	8.	  	 Risk Allocation/Insurance
	  	7
			
	9.	  	 Assignment, Resale or Lease
	  	8
			
	10.	  	 Termination for Certain Events
	  	9
			
	11.	  	 Notices
	  	10
			
	12.	  	 Miscellaneous
	  	10
			
	 EXHIBITS
	  	 	  	 
			
	A	  	 Buyer Furnished Equipment Provisions Document
	  	 
			
	B	  	 Customer Support Document
	  	 
			
	C	  	 Product Assurance Document
	  	 
			
	 APPENDICES
	  	 	  	 
			
	I	  	 Insurance Certificate
	  	 
			
	II	  	 Purchase Agreement Assignment
	  	 
			
	III	  	 Post-Delivery Sale Notice
	  	 
			
	IV	  	 Post-Delivery Lease Notice
	  	 
			
	V	  	 Purchaser’s/Lessee’s Agreement
	  	 
			
	VI	  	 Owner Appointment of Agent - Warranties
	  	 
			
	VII	  	 Contractor Confidentiality Agreement
	  	 

  


					
	 	  	 	  	 









 AIRCRAFT GENERAL TERMS AGREEMENT NUMBER AGTA-AFA 
  
 between 
  
 The Boeing Company 
  
 and  
  
 société Air France 
  
 Relating to 
  
 BOEING AIRCRAFT

  
 This Aircraft General Terms Agreement Number AGTA-AFA
(AGTA) between The Boeing Company, including its wholly-owned subsidiary McDonnell Douglas Corporation, (Boeing) and société Air France (Customer) will apply to all Boeing aircraft contracted for purchase from
Boeing by Customer after the effective date of this AGTA, other than those Model 777 Aircraft or Option Aircraft contracted under Purchase Agreement 1966. 
  

	Article 1.	Subject Matter of Sale. 

  
 1.1 Aircraft. Boeing will manufacture and sell to Customer and Customer will purchase from Boeing aircraft under purchase agreements that
incorporate the terms and conditions of this AGTA. 
  
 1.2
Buyer Furnished Equipment. Exhibit A, Buyer Furnished Equipment Provisions Document to the AGTA, contains the obligations of Customer and Boeing with respect to equipment purchased and provided by Customer, which Boeing will receive, inspect,
store, and install in an aircraft before delivery to Customer. This equipment is defined as Buyer Furnished Equipment (BFE). 
  
 1.3 Customer Support. Exhibit B, Customer Support Document to the AGTA, contains the obligations of Boeing relating to Materials (as defined in
Part 3 thereof), training, services, and other things in support of aircraft. 
  
 1.4 Product Assurance. Exhibit C, Product Assurance Document to the AGTA, contains the obligations of Boeing and the suppliers of equipment installed in each aircraft at delivery relating to warranties, patent
indemnities, software copyright indemnities, and service life policies. 
  

	Article 2.	Price, Taxes, and Payment. 

  
 2.1 Price. 
  
 2.1.1 Airframe Price is defined as the price of the airframe for a specific model of aircraft described in the applicable purchase
agreement. 
  


					
	 	  	 	  	 









 2.1.2 Optional Features Prices are defined as the prices for optional features
selected by Customer for a specific model of aircraft described in the applicable purchase agreement. 
  
 2.1.3 Engine Price is defined as the price set by the engine manufacturer for a specific engine to be installed on the model of
aircraft described in the applicable purchase agreement. 
  
 2.1.4 Aircraft Basic Price is defined as the sum of the Airframe Price, Optional Features Prices, and the Engine Price, if applicable. 
  
 2.1.5 Escalation Adjustment is defined as the price adjustment to the Airframe Price (which includes
the basic engine price for Models 717-200, 737-600, 737-700 737-800, 737-900, 777-200LR and 777-300ER) and the Optional Features Prices resulting from the calculation using the economic price formula contained in the Airframe and Optional Features
Escalation Adjustment supplemental exhibit to the applicable purchase agreement. The price adjustment to the Engine Price for all other models of aircraft will be calculated using the economic price formula in the Engine Escalation Adjustment
supplemental exhibit to the applicable purchase agreement. 
  
 2.1.6 Advance Payment Base Price is defined as the estimated price of an aircraft rounded to the nearest thousand U. S. dollars, as of the date of signing a purchase agreement, for the scheduled month of
delivery of such aircraft using commercial forecasts of the Escalation Adjustment. 
  
 2.1.7 Aircraft Price is defined as the total amount Customer is to pay for an aircraft at the time of delivery, which is the
sum of the Aircraft Basic Price, the Escalation Adjustment, and other price adjustments made pursuant to the applicable purchase agreement. 
  
 2.2 Taxes. 
  
 2.2.1 Taxes. Taxes are defined as all taxes, fees, charges, or duties and any interest, penalties, fines, or other additions
to tax, including, but not limited to sales, use, value added, gross receipts, stamp, excise, transfer, and similar taxes imposed by any domestic or foreign taxing authority, arising out of or in connection with the performance of the applicable
purchase agreement or the sale, delivery, transfer, or storage of any aircraft, BFE, or other things furnished under the applicable purchase agreement. Except for U.S. federal or California State income taxes imposed on Boeing or Boeing’s
assignee, and Washington State business and occupation taxes imposed on Boeing or Boeing's assignee, Customer will be responsible for and pay all Taxes. Customer is responsible for filing all tax returns, reports, declarations and payment of any
taxes related to or imposed on BFE. 
  
 2.2.2
Reimbursement of Boeing. Customer will promptly reimburse Boeing on demand, net of additional taxes thereon, for any Taxes that are imposed on and paid by Boeing or that Boeing is responsible for collecting. 
  


					
	 	  	 	  	 









 2.3 Payment. 
  
 2.3.1 Advance Payment Schedule. Customer will make advance payments to Boeing for each aircraft in
the amounts and on the dates indicated in the schedule set forth in the applicable purchase agreement. 
  
 2.3.2 Payment at Delivery. Customer will pay any unpaid balance of the Aircraft Price at the time of delivery of each aircraft.

  
 2.3.3 Form of Payment. Customer will
make all payments to Boeing by unconditional wire transfer of immediately available funds in United States Dollars in a bank account in the United States designated by Boeing. 
  
 2.3.4 Monetary and Government Regulations. Customer is responsible for complying with all monetary
control regulations and for obtaining necessary governmental authorizations related to payments. 
  

	Article 3.	Regulatory Requirements and Certificates. 

  
 3.1 Certificates. Boeing will manufacture each aircraft to conform to the appropriate Type Certificate issued by the United States Federal Aviation
Administration (FAA) for the specific model of aircraft and will obtain from the FAA and furnish to Customer at delivery of each aircraft either a Standard Airworthiness Certificate or an Export Certificate of Airworthiness issued pursuant to
Part 21 of the Federal Aviation Regulations. 
  
 3.2 FAA or
Applicable Regulatory Authority Manufacturer Changes. 
  
 [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  


					
	 	  	 	  	 









 3.3 FAA Operator Changes. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] 
  
 3.4 Export License. If an export
license is required by United States law or regulation for any aircraft or any other things delivered under the purchase agreement, it is Customer’s obligation to obtain such license. If requested, Boeing will assist Customer in applying for
any such export license. Customer will furnish any required supporting documents. 
  

	Article 4.	Detail Specification; Changes. 

  
 4.1 Configuration Changes. The Detail Specification is defined as the Boeing document that describes the configuration of each aircraft
purchased by Customer. The Detail Specification for each aircraft may be amended (i) by Boeing to reflect the incorporation of Manufacturer Changes and Operator Changes or (ii) by the agreement of the parties. In either case the amendment will
describe the particular changes to be made and any effect on design, performance, weight, balance, scheduled delivery month, Aircraft Basic Price, Aircraft Price, and/or Advance Payment Base Price. 
  
 4.2 Development Changes. Development Changes are defined as
changes to aircraft that do not affect the Aircraft Price or scheduled delivery month, and do not adversely affect guaranteed weight, guaranteed performance, or compliance with the interchangeability or replaceability requirements set forth in the
applicable Detail Specification. Boeing may, at its option, incorporate Development Changes into the Detail Specification and into an aircraft prior to delivery to Customer. 
  
 4.3 Notices. Boeing will promptly notify Customer of any amendments to a Detail Specification. 
  

	Article 5.	Representatives, Inspection, Demonstration Flights, Test Data and Performance Guarantee Compliance. 

  
 5.1 Office Space. Twelve months before delivery of the first aircraft
purchased, and continuing until the delivery of the last aircraft on firm order, Boeing will furnish, free of charge, suitable office space and equipment for the accommodation of up to three representatives of Customer in or conveniently located
near the assembly plant. 
  


					
	 	  	 	  	 









 5.2 Inspection. Customer’s representatives may inspect each aircraft at any reasonable time,
provided such inspection does not interfere with Boeing’s performance. 
  
 5.3 Demonstration Plights. Prior to delivery, Boeing will fly each aircraft up to 4 hours (or longer, if mutually agreed, to complete the flight, test profile) to demonstrate to Customer the function of the
aircraft and its equipment using Boeing’s production flight test procedures. Customer may designate up to five representatives to participate as observers. 
  

5.4 Test Data; Performance Guarantee Compliance. Performance Guarantees are defined as the written guarantees in a purchase agreement
regarding the operational performance of an aircraft. Boeing will furnish to Customer flight test data obtained on an aircraft of the same model to evidence compliance with the Performance Guarantees. Performance Guarantees will be met if reasonable
engineering interpretations and calculations based on the flight test data establish that the particular aircraft being delivered under the applicable purchase agreement would, if actually flown, comply with the guarantees. 
  
 5.5 Special Aircraft Test Requirements. Boeing may use an
aircraft for flight and ground tests prior to delivery, without reduction in the Aircraft Price, if the tests are considered necessary by Boeing (i) to obtain or maintain the Type Certificate or Certificate of Airworthiness for the aircraft or (ii)
upon Customer approval, to evaluate potential improvements that may be offered for production or retrofit incorporation. 
  

	Article 6.	Delivery. 

  
 6.1 Notices of Delivery Dates. Boeing will notify Customer of the approximate delivery date of each aircraft at least 30 days before the scheduled
month of delivery and again at least 14 days before the scheduled delivery date. 
  
 6.2 Place of Delivery. Each aircraft will be delivered at a facility selected by Boeing in the same state as the primary assembly plant for the aircraft. 
  
 6.3 Bill of Sale. At delivery of an aircraft, Boeing will provide
Customer a bill of sale conveying good title, free of encumbrances. 
  
 6.4 Delay. If an aircraft delivery is delayed beyond the scheduled delivery date, due to the responsibility of Customer, Customer will reimburse Boeing for all costs incurred by Boeing as a result of the delay. 
  

	Article 7.	Excusable Delay. 

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


					
	 	  	 	  	 









 7.2 Notice. Boeing will give written notice to Customer (i) of a delay as soon as Boeing concludes
that an aircraft will be delayed beyond the scheduled delivery month due to an Excusable Delay and, when known, (ii) of a revised delivery month based on Boeing’s appraisal of the facts. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  


					
	 	  	 	  	 









 7.7 Exclusive Rights. The termination rights in this Article are in substitution for all other
rights of termination or any claim arising by operation of law due to delays in performance covered by this Article. 
  

	Article 8.	Risk Allocation/Insurance. 

  
 8.1 Title and Risk with Boeing. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  
 8.2 Insurance. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  


					
	 	  	 	  	 










	Article 9.	Assignment, Resale, or Lease. 

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


					
	 	  	 	  	 










	Article 10.	Termination of Purchase Agreements for Certain Events. 

  
 10.1 Termination. If either party 
  
 (i) ceases doing business as a going concern, or suspends all or substantially all its business operations, or makes an assignment for the benefit of
creditors, or generally does not pay its debts as they become due, or admits in writing its inability to pay its debts; or 
  
 (ii) petitions for or acquiesces in the appointment of any receiver, trustee or similar officer to liquidate or conserve its business or any substantial
part of its assets; commences any legal proceeding such as bankruptcy, reorganization, readjustment of debt, dissolution, or liquidation available for the relief of financially distressed debtors; or becomes the object of any such proceeding, unless
the proceeding is dismissed or stayed within a reasonable period, not to exceed 60 days, 
  
 the other party may terminate any purchase agreement with respect to any undelivered aircraft, Materials, training, services, and other things by giving written notice of termination. 
  
 10.2 Repayment of Advance Payments. If Customer terminates the
applicable purchase agreement under this Article, Boeing will repay to Customer, without 

  


					
	 	  	 	  	 









 
interest, an amount equal to any advance payments received by Boeing from Customer with respect to undelivered aircraft. 
  

	Article 11.	Notices. 

  
 All notices required by this AGTA or by any applicable purchase agreement will be in English, will be effective on the date of receipt, and will be
transmitted by any customary means of written communication, addressed as follows: 
  

			
	Customer:	  	société Air France
	 	  	Roissypole
	 	  	45 Rue de Paris
	 	  	95747 Roissy Charles de Gaulle.
	 	  	France
		
	 	  	 Attention: Vice President New Aircraft
                  and Corporate Fleet Planning

		
	Boeing:	  	Boeing Commercial Airplane Group
	 	  	P.O. Box 3707
	 	  	Seattle, Washington 98 124-2207
	 	  	U.S.A.
		
	 	  	 Attention: Vice President - Contracts
                  Mail Code 21-34


  

	Article 12.	Miscellaneous. 

  
 12.1 Government Approval. Boeing and Customer will assist each other in obtaining any governmental consents or approvals required to effect
certification and sale of aircraft under the applicable purchase agreement. 
  
 12.2 Headings. Article and paragraph headings used in this AGTA and in any purchase agreement are for convenient reference only and are not intended to affect the interpretation of this AGTA or any purchase
agreement. 
  
 12.3 GOVERNING LAW. THIS AGTA AND ANY
PURCHASE AGREEMENT WILL BE INTERPRETED UNDER AND GOVERNED BY THE LAWS OF THE STATE OF WASHINGTON, U.S.A., EXCEPT THAT WASHINGTON’S CHOICE OF LAW RULES SHALL NOT BE INVOKED FOR THE PURPOSE OF APPLYING THE LAW OF ANOTHER JURISDICTION.

  
 12.4 Waiver/Severability. Failure by either party
to enforce any provision of this AGTA or any purchase agreement will not be construed as a waiver. If any provision of this AGTA or any provision of any purchase agreement are held unlawful or otherwise ineffective by 

  


					
	 	  	 	  	 









 
a court of competent jurisdiction, the remainder of the AGTA or the applicable purchase agreement will remain in effect. 
  
 12.5 Survival of Obligations. The Articles and Exhibits of this AGTA
including but not limited to those relating to insurance, DISCLAIMER AND RELEASE and the EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES will survive termination or cancellation of any purchase agreement or part thereof. 
  
 12.6 AGTA Changes. The intent of the AGTA is to simplify the standard
contracting process for terms and conditions which are related to the sale and purchase of all Boeing aircraft. This AGTA has been mutually agreed to by the parties as of the date indicated below. From time to time the parties may elect, by mutual
agreement to update, or modify the existing articles as written. If such changes are made, any existing executed Purchase Agreement(s) will be governed by the terms and conditions of the Revision level of the AGTA in effect based on the date of the
executed Purchase Agreement. 
  

									
	 DATED AS OF April 25 2001
	 	 	 	 
			
	 SOCIETE AIR FRANCE
	 	 	 	 THE BOEING COMPANY

					
	 By
	 	 /s/ Pierre VELLAY
	 	 	 	 By
	 	 /s/ Illegible

	 	 	
	 	 	 	 	 	

	 Its
	 	 VP New Aircraft and Fleet Planning
	 	 	 	 Its
	 	 Attorney -in-Fact


  


					
	 	  	 	  	 









 EXHIBIT A 
  

to 
  
 AIRCRAFT GENERAL TERMS AGREEMENT 
  
 AGTA-AFA 
  
 between

  
 THE BOEING COMPANY 
  
 and 
  
 SOCIETE AIR FRANCE 
  
 BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT 
  


					
	 	  	 	  	 









 BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT 
  

	1.	General. 

  
 Certain equipment to be installed in the Aircraft is furnished to Boeing by Customer at Customer’s expense. This equipment is designated “Buyer
Furnished Equipment” (BFE) and is listed in the Detail Specification. Boeing will provide to Customer a BFE Requirements On-Dock/Inventory Document (BFE Document) or an electronically transmitted BFE Report which may be periodically revised,
setting forth the items, quantities, on-dock dates and shipping instructions relating to the in sequence installation of BFE as described in the applicable Supplemental Exhibit to this Exhibit A in a purchase agreement at the time of aircraft
purchase. 
  

	2.	Supplier Selection. 

  
 Customer will: 
  
 2.1 Select and notify Boeing of the suppliers of BFE items by those dates appearing in Supplemental Exhibit BFE1 to the applicable purchase
agreement at the time of aircraft purchase. 
  
 2.2 Meet with
Boeing and such selected BFE suppliers promptly after such selection to: 
  
 2.2.1 complete BFE configuration design requirements for such BFE; and 
  
 2.2.2 confirm technical data submittal requirements for BFE certification. 
  

	3.	Customer’s Obligations. 

  
 Customer will: 
  
 3.1 comply with and cause the supplier to comply with the provisions of the BFE Document or BFE Report; 
  
 3.1.1 deliver technical data (in English) to Boeing as
required to support installation and FAA certification in accordance with the schedule provided by Boeing or as mutually agreed upon during the BFE meeting referred to above; 
  


					
	 	  	 	  	 









 3.1.2 deliver BFE including production and/or flight training spares and BFE Aircraft
Software to Boeing in accordance with the quantities and schedule provided therein; and 
  
 3.1.3 assure that all BFE Aircraft Software is delivered in compliance with Boeing’s then-current Standards for
Loadable Systems; 
  
 3.1.4 assure that
all BFE parts are delivered to Boeing with appropriate quality assurance documentation; 
  
 3.2 authorize Boeing to discuss all details of the BFE directly with the BFE suppliers; 
  
 3.3 authorize Boeing to conduct or delegate to the supplier quality source inspection and supplier hardware acceptance of BFE at the supplier location;

  
 3.3.1 require supplier’s contractual
compliance to Boeing defined quality assurance requirements, source inspection programs and supplier delegation programs, including availability of adequate facilities for Boeing resident personnel; and 
  
 3.3.2 assure that all BFE supplier’s quality systems
are approved to Boeing’s then current standards for such systems; 
  
 3.4 obtain from supplier a non-exclusive, perpetual, royalty-free, irrevocable license for Boeing to copy Customer’s BFE Aircraft Software for use on Customer’s Aircraft. The license is needed to enable Boeing to load the software
copies in (i) the aircraft’s mass storage device (MSD), (ii) media (e.g., diskettes, CD-ROMs, etc.), (iii) the BFE hardware and/or (iv) an intermediate device or other media to facilitate copying of the BFE Aircraft Software into the
aircraft’s MSD, BFE hardware and/or media, including media as Boeing may deliver to Customer with the aircraft; 
  
 3.5 grant Boeing a license, extending the same rights set forth in paragraph 3.4 above, to copy: a) BFE Aircraft Software and data Customer has
modified and/or b) other software and data Customer has added to the BFE Aircraft Software; 
  
 3.6 provide necessary field service representation at Boeing’s facilities to support Boeing on all issues related to the installation and certification of BFE; 
  
 3.7 deal directly with all BFE suppliers to obtain overhaul data,
provisioning data, related product support documentation and any warranty provisions applicable to the BFE; 
  
 3.8 work closely with Boeing and the BFE suppliers to resolve any difficulties, including defective equipment, that arise; 
  


					
	 	  	 	  	 









 3.9 be responsible for modifying, adjusting and/or calibrating BFE as required for FAA approval and for
all related expenses; 
  
 3.10 assure that a proprietary
information agreement is in place between Boeing and BFE suppliers prior to Boeing providing any documentation to such suppliers, 
  
 3.11 warrant that the BFE will comply with all applicable FARs and the U.S. Food and Drug Administration (FDA) sanitation requirements for
installation and use in the Aircraft at the time of delivery. Customer will be responsible for supplying any data and adjusting, calibrating, re-testing or updating such BFE and data to the extent necessary to obtain applicable FAA and FDA approval
and shall bear the resulting expenses. 
  
 3.12 warrant that the
BFE will meet the requirements of the Detail Specification; and 
  
 3.13 be responsible for providing equipment which is FAA certifiable at time of Aircraft delivery, or for obtaining waivers from the applicable regulatory agency for non-FAA certifiable equipment. 
  

	4.	Boeing’s Obligations. 

  
 Other than as set forth below, Boeing will provide for the installation of and install the BFE and obtain certification of the Aircraft with the BFE
installed. 
  

	5.	Nonperformance by Customer. 

  
 If Customer’s nonperformance of obligations in this Exhibit or in the BFE Document causes a delay in the delivery of the Aircraft or causes Boeing to
perform out-of-sequence or additional work, Customer will reimburse Boeing for all resulting expenses and be deemed to have agreed to any such delay in Aircraft delivery. In addition, after informing Customer, Boeing will have the right to:

  
 5.1 provide and install specified equipment or suitable
alternate equipment and increase the price of the Aircraft accordingly; and/or 
  
 5.2 deliver the Aircraft to Customer without the BFE installed. 
  

	6.	Return of Equipment. 

  
 BFE not installed in the Aircraft will be returned to Customer in accordance with Customer’s instructions and at Customer’s expense. 

 


					
	 	  	 	  	 










	7.	Title and Risk of Loss. 

  
 7.1 With respect to Aircraft manufactured in the State of Washington, title to and risk of loss of BFE provided for such Aircraft will at all times
remain with Customer or other owner. Boeing will have only such liability for BFE as a bailee for mutual benefit would have, but will not be liable for loss of use. 
  
 7.2 With respect to Aircraft manufactured in the State of California, Customer agrees to sell and Boeing agrees to purchase
each item of BFE concurrently with its delivery to Boeing. A reasonable shipset price for the BFE shall be established with Customer. Customer and Boeing agree that the Aircraft Price will be increased by the amount of said
shipset price and such amount will be included on Boeing’s invoice at time of Aircraft delivery. Boeing’s payment for the purchase of each shipset of BFE from Customer will be made at the time of delivery of the Aircraft in
which the BFE is installed. 
  

	8.	Interchange of BFE 

  
 To properly maintain Boeing’s production flow and to preserve Boeing’s delivery commitments, Boeing reserves the right, if necessary, due to
equipment shortages or failures, to interchange new items of BFE acquired from or for Customer with new items of the same part numbers acquired from or for other customers of Boeing. Used BFE acquired from Customer or from other customers of
Boeing will not be interchanged. 
  

	9.	Indemnification of Boeing. 

  
 Customer hereby indemnifies and holds harmless Boeing from and against all claims and liabilities, including costs and expenses (including attorneys’
fees) incident thereto or incident to successfully establishing the right to indemnification, for injury to or death of any person or persons, including employees of Customer but not employees of Boeing, or for loss of or damage to any property,
including any Aircraft, arising out of or in any way connected with any nonconformance or defect in any BFE and whether or not arising in tort or occasioned by the negligence of Boeing. This indemnity will not apply with respect to any
nonconformance or defect caused solely by Boeing’s installation of the BFE. 
  

	10.	Patent Indemnity. 

  
 Customer hereby indemnifies and holds harmless Boeing from and against all claims, suits, actions, liabilities, damages and costs arising out of any
actual or alleged infringement of any patent or other intellectual property rights by BFE or arising out of the installation, sale or use of BFE by Boeing. 
  


					
	 	  	 	  	 










	11.	Definitions. 

  
 For the purposes of the above indemnities, the term “Boeing” includes The Boeing Company, its divisions, subsidiaries and affiliates, the
assignees of each, and their directors, officers, employees and agents. 
  


					
	 	  	 	  	 









 EXHIBIT B 
  

to 
  
 AIRCRAFT GENERAL TERMS AGREEMENT 
  
 AGTA-AFA 
  
 between

  
 THE BOEING COMPANY 
  
 and 
  
 SOCIETE AIR FRANCE 
  
 CUSTOMER SUPPORT DOCUMENT 
  
 This document contains: 
  

			
		
	 Part 1:
	  	Maintenance and Flight Training Programs; Operations Engineering Support
		
	 Part 2:
	  	Field Services and Engineering Support Services
		
	 Part 3:
	  	Technical Information and Materials
		
	 Part 4:
	  	Alleviation or Cessation of Performance
		
	 Part 5:
	  	Protection of Proprietary Information and Proprietary Materials

  


					
	 	  	 	  	 









 CUSTOMER SUPPORT DOCUMENT 
  
 PART 1: BOEING MAINTENANCE AND FLIGHT TRAINING PROGRAMS; 
 OPERATIONS ENGINEERING SUPPORT 
  

	1.	Boeing Training Programs. 

  
 1.1 Boeing will provide maintenance training and flight training programs to support the introduction of a specific model of aircraft into service. The
training programs will consist of general and specialized courses and will be described in a Supplemental Exhibit to the applicable purchase agreement. 
  
 1.2 Boeing will conduct all training at Boeing’s primary training facility for the model of aircraft purchased unless otherwise agreed. 

 
 1.3 All training will be presented in the English language. If translation
is required, Customer will provide interpreters. 
  
 1.4 Customer
will be responsible for all expenses of Customer’s personnel. Boeing will transport Customer’s personnel between their local lodging and Boeing’s training facility. 
  

	2.	Training Planning Conferences. 

  
 Customer and Boeing will conduct planning conferences approximately 12 months before the scheduled delivery month of the first aircraft of a model to
define and schedule the maintenance and flight training programs. 
  

	3.	Onerations Engineering Support. 

  
 As long as an aircraft purchased by Customer from Boeing is operated by Customer in scheduled revenue service, Boeing will provide operations engineering
support. Such support will include: 
  
 3.1 assistance with the
analysis and preparation of performance data to be used in establishing operating practices and policies for Customer’s operation of aircraft; 
  
 3.2 assistance with interpretation of the minimum equipment list, the definition of the configuration deviation list and the analysis of individual
aircraft performance; 
  


					
	 	  	 	  	 









 3.3 assistance with solving operational problems associated with delivery and route-proving flights;

  
 3.4 information regarding significant service items relating
to aircraft performance or flight operations; and 
  
 3.5 if
requested by Customer, Boeing will provide operations engineering support during an aircraft ferry flight. 
  

	4.	Training at a Facility Other Than Boeing’s. 

  
 If requested by Customer, Boeing will conduct the classroom portions of the maintenance and flight training (except for the Performance Engineer training
courses) at a mutually acceptable alternate training site, subject to the following conditions: 
  
 4.1 Customer will provide acceptable classroom space, simulators (as necessary for flight training) and training equipment required to present the
courses; 
  
 4.2 Customer will pay Boeing’s then-current per
diem charge for each Boeing instructor for each day, or fraction thereof, that the instructor is away from their home location, including travel time; 
  
 4.3 Customer will reimburse Boeing for the actual costs of round-trip transportation for Boeing’s instructors and the shipping costs of training
Materials between the primary training facility and the alternate training site; 
  
 4.4 Customer will be responsible for all taxes, fees, duties, licenses, permits and similar expenses incurred by Boeing and its employees as a result of Boeing’s providing training at the alternate site or
incurred as a result of Boeing providing revenue service training; and 
  
 4.5 Those portions of training that require the use of training devices not available at the alternate site will be conducted at Boeing’s facility or at some other alternate site. 
  

	5.	General Terms and Conditions. 

  
 5.1 Boeing flight instructor personnel will not be required to work more than 5 days per week, or more than 8 hours in any one 24-hour period, of which
not more than 5 hours per 8-hour workday will be spent in actual flying. These foregoing restrictions will not apply to ferry assistance or revenue service training services, which will be governed by FAA rules and regulations. 
  
 5.2 Normal Line Maintenance is defined as line maintenance that Boeing
might reasonably be expected to furnish for flight crew training at Boeing’s facility, and 

  


					
	 	  	 	  	 









 
will include ground support and aircraft storage in the open, but will not include provision of spare parts. Boeing will provide Normal Line Maintenance
services for any aircraft while the aircraft is used for flight crew training at Boeing’s facility in accordance with the Boeing Maintenance Plan (Boeing document D6-82076) and the Repair Station Operation and Inspection Manual (Boeing document
D6-25470). Customer will provide such services if flight crew training is conducted elsewhere. Regardless of the location of such training, Customer will be responsible for providing all maintenance items (other than those included in Normal Line
Maintenance) required during the training, including, but not limited to, fuel, oil, landing fees and spare parts. 
  
 5.3 If the training is based at Boeing’s facility, and the aircraft is damaged during such training, Boeing will make all necessary repairs to the
aircraft as promptly as possible. Customer will pay Boeing’s reasonable charge, including the price of parts and materials, for making the repairs. If Boeing’s estimated labor charge for the repair exceeds $25,000, Boeing and Customer will
enter into an agreement for additional services before beginning the repair work. 
  
 5.4 If the flight training is based at Boeing’s facility, several airports in surrounding states may be used, at Boeing’s option. Unless otherwise agreed in the flight training planning conference, it will
be Customer’s responsibility to make arrangements for the use of such airports. 
  
 5.5 If Boeing agrees to make arrangements on behalf of Customer for the use of airports for flight training, Boeing will pay on Customer’s behalf any landing fees charged by any airport used in conjunction with
the flight training. At least 30 days before flight training, Customer will provide Boeing an open purchase order against which Boeing will invoice Customer for any landing fees Boeing paid on Customer’s behalf. The invoice will be submitted to
Customer approximately 60 days after flight training is completed, when all landing fee charges have been received and verified. Customer will pay to Boeing within 30 days of the date of the invoice. 
  
 5.6 If requested by Boeing, in order to provide the flight training or ferry
flight assistance, Customer will make available to Boeing an aircraft after delivery to familiarize Boeing instructor or ferry flight crew personnel with such aircraft. If flight of the aircraft is required for any Boeing instructor or ferry flight
crew member to maintain an FAA license for flight proficiency or landing currency, Boeing will be responsible for the costs of fuel, oil, landing fees and spare parts attributable to that portion of the flight. 
  
 5.7 If any part of the training described in Article 1.1 of this Exhibit is
not used by Customer within 12 months after the delivery of the last aircraft under the relevant purchase agreement, Boeing will not be obligated to provide such training. 
  


					
	 	  	 	  	 









 CUSTOMER SUPPORT DOCUMENT 
  
 PART 2: FIELD AND ENGINEERING SUPPORT SERVICES 
  

	1.	Field Service Representation. 

  
 Boeing will furnish field service representation to advise Customer with respect to the maintenance and operation of an aircraft (Field Service
Representatives). 
  
 1.1 Field Service representation will be
available at or near Customer’s main maintenance or engineering facility beginning before the scheduled delivery month of the first aircraft and ending 12 months after delivery of the last aircraft covered by a specific purchase agreement.

  
 1.2 Customer will provide, at no charge to Boeing, suitable
furnished office space and office equipment at the location where Boeing is providing Field Service Representatives. As required, Customer will assist each Field Service Representative with visas, work permits, customs, mail handling, identification
passes and formal introduction to local airport authorities. 
  
 1.3 Boeing Field Service Representatives are assigned to various airports around the world. Whenever Customer’s aircraft are operating through any such airport, the services of Boeing’s Field Service Representatives are available
to Customer. 
  

	2.	Engineering Support Services. 

  
 Boeing will, if requested by Customer, provide technical advisory assistance for any aircraft and Boeing Product (as defined in Part I of Exhibit C).
Technical advisory assistance, provided from the Seattle area or at a base designated by Customer as appropriate, will include: 
  
 2.1 Operational Problem Support. If Customer experiences operational problems with an aircraft, Boeing will analyze the information provided by
Customer to determine the probable nature and cause of the problem and to suggest possible solutions. 
  
 2.2 Schedule Reliability Support. If Customer is not satisfied with the schedule reliability of a specific model of aircraft, Boeing will analyze
information provided by Customer to determine the nature and cause of the problem and to suggest possible solutions. 
  
 2.3 Maintenance Cost Reduction Support. If Customer is concerned that actual maintenance costs of a specific model of aircraft are excessive,
Boeing will analyze 

  


					
	 	  	 	  	 









 
information provided by Customer to determine the nature and cause of the problem and to suggest possible solutions. 
  
 2.4 Aircraft Structural Repair Support. If Customer is designing
structural repairs and desires Boeing’s support, Boeing will analyze and comment on Customer’s engineering releases relating to structural repairs not covered by Boeing’s Structural Repair Manual. 
  
 2.5 Aircraft Modification Support. If Customer is designing aircraft
modifications and requests Boeing’s support, Boeing will analyze and comment on Customer’s engineering proposals for changes in, or replacement of, systems, parts, accessories or equipment manufactured to Boeing’s detailed design.
Boeing will not analyze or comment on any major structural change unless Customer’s request for such analysis and comment includes complete detailed drawings, substantiating information (including any information required by applicable
government agencies), all stress or other appropriate analyses, and a specific statement from Customer of the substance of the review and the response requested. 
  
 2.6 Facilities, Ground Equipment and Maintenance Planning Support. Boeing will, at Customer’s request, evaluate
Customer’s technical facilities, tools and equipment for servicing and maintaining aircraft, to recommend changes where necessary and to assist in the formulation of an initial maintenance plan for the introduction of the aircraft into service.

  
 2.7 Post-Delivery Service Support. Boeing will, at
Customer’s request, perform work on an aircraft after delivery but prior to the initial departure flight or upon the return of the aircraft to Boeing’s facility prior to completion of that flight. In that event the following provisions
will apply. 
  
 2.7.1 Boeing may rely upon the
commitment authority of the Customer’s personnel requesting the work. 
  
 2.7.2 As title and risk of loss has passed to Customer, the insurance provisions of Article 8.2 of the AGTA apply. 
  
 2.7.3 The provisions of the Boeing Warranty in Part 2 of Exhibit C of this AGTA apply. 
  
 2.7.4 Customer will pay Boeing for requested work not
covered by the Boeing Warranty, if any. 
  
 2.7.5
The DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES provisions in Article 11 of Part 2 of Exhibit C of this AGTA apply. 
  


					
	 	  	 	  	 









 2.8 Additional Services. Boeing may, at Customer’s request, provide additional services for
an aircraft after delivery, which may include, but not be limited to, retrofit kit changes (kits and/or information), training, flight services, maintenance and repair of aircraft. Such additional services will be subject to a mutually acceptable
price, schedule and scope of work. The DISCLAIMER AND RELEASE and the EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES provisions in Article 11 of Part 2 of Exhibit C of this AGTA and the insurance provisions in Article 8.2 of this AGTA will apply to
any such work. Title to and risk of loss of any such aircraft will always remain with Customer. 
  


					
	 	  	 	  	 









 CUSTOMER SUPPORT DOCUMENT 
  
 PART 3: TECHNICAL INFORMATION AND MATERIALS 
  

	1.	General. 

  
 Materials are defined as any and all items that are created by Boeing or a third party, which are provided directly or indirectly from Boeing and
serve primarily to contain, convey or embody information. Materials may include either tangible embodiments (for example, documents or drawings), or intangible embodiments (for example, software and other electronic forms) of information but
excludes Aircraft Software. Aircraft Software is defined as software that is installed on and used in the operation of the aircraft. 
  
 Boeing will furnish to Customer certain Materials to support the maintenance and operation of the aircraft at no additional charge to Customer, except as
otherwise provided herein. Such Materials will, if applicable, be prepared generally in accordance with Air Transport Association of America (ATA) Specification No. 100, entitled “Specification for Manufacturers’ Technical
Data”. Materials will be in English and in the units of measure used by Boeing to manufacture an aircraft. 
  
 Digitally-produced Materials will, if applicable, be prepared generally in accordance with ATA Specification No. 2100, dated January 1994,
“Digital Data Standards for Aircraft Support.” 
  

	2.	Materials Planning Conferences. 

  
 Customer and Boeing will conduct planning conferences approximately 12 months before the scheduled delivery month of the first aircraft of a model in
order to mutually determine the proper format and quantity of Materials to be furnished to Customer in support of the aircraft. 
  
 When available, Customer may select one Boeing digital format as the delivery medium. Should a Boeing digital format not be chosen, Customer may select a
reasonable quantity of printed and 16mm microfilm formats, with the exception of the Illustrated Parts Catalog, which will be provided in one selected format only. 
  

	3.	Information and Materials - Incremental Increase. 

  
 Until one year after the month of delivery of the last aircraft covered by a specific purchase agreement, Customer may annually request in writing a
reasonable increase in the quantity of Materials with the exception of microfilm master copies, digital formats, and others for which a specified number of copies are provided. Boeing will provide the 

  


					
	 	  	 	  	 









 
additional quantity at no additional charge beginning with the next normal revision cycle. Customer may request a decrease in revision quantities at any
time. 
  

	4.	Advance Representative Copies. 

  
 All advance representative copies of Materials will be selected by Boeing from available sources. Such advance copies will be for advance planning
purposes only. 
  

	5.	Customized Materials. 

  
 All customized Materials will reflect the configuration of each aircraft as delivered. 
  

	6.	Revisions. 

  
 6.1 Revision Service. Boeing will provide revisions free of charge to certain Materials to be identified in the planning conference conducted for a
specific model of aircraft, reflecting changes developed by Boeing, as long as Customer operates an aircraft of that model. 
  
 6.2 Revisions Based on Boeing Service Bulletin Incorporation. If Boeing receives written notice that Customer intends to incorporate, or has
incorporated, any Boeing service bulletin in an aircraft, Boeing will at no charge issue revisions to Materials with revision service reflecting the effects of such incorporation into such aircraft. 
  

	7.	Supplier Technical Data. 

  
 7.1 For supplier-manufactured programmed airborne avionics components and equipment classified as Seller Furnished Equipment (SFE) or Seller
Purchased Equipment (SPE) or Buyer Designated Equipment (BDE) which contain computer software designed and developed in accordance with Radio Technical Commission for Aeronautics Document No. RTCA/DO-178 dated January 1982, No.
RTCA/DO-178A dated March 1985, or later as available, Boeing will request that each supplier of the components and equipment make software documentation available to Customer. 
  
 7.2 The provisions of this Article will not be applicable to items of BFE. 
  
 7.3 Boeing will furnish to Customer a document identifying the terms and
conditions of the product support agreements between Boeing and its suppliers requiring the suppliers to fulfill Customer's requirements for information and services in support of the specific model of aircraft. 
  


					
	 	  	 	  	 










	8.	Buyer Furnished Equipment Data. 

  
 Boeing will incorporate BFE information into the customized Materials providing Customer makes the information available to Boeing at least nine months
prior to the scheduled delivery month of Customer’s first aircraft of a specific model. Customer agrees to furnish the information in Boeing standard digital format if Materials are to be delivered in Boeing standard digital format. 

 

	9.	Materials Shinning Charges. 

  
 Boeing will pay the reasonable transportation costs of the Materials. Customer is responsible for any customs clearance charges, duties, and taxes.

  

	10.	Customer’s Shipping Address. 

  
 The Materials furnished to Customer hereunder are to be sent to a single address to be specified. Customer will promptly notify Boeing of any change to
the address. 
  


					
	 	  	 	  	 









 CUSTOMER SUPPORT DOCUMENT 
  
 PART 4: ALLEVIATION OR CESSATION OF PERFORMANCE 
  
 Boeing will not be required to provide any Materials, services, training or other things at a facility designated by Customer if any of the
following conditions exist: 
  
 1. a labor stoppage or dispute in
progress involving Customer; 
  
 2. wars or warlike operations,
riots or insurrections in the country where the facility is located; 
  
 3. any condition at the facility which, in the opinion of Boeing, is detrimental to the general health, welfare or safety of its personnel or their families; 
  
 4. the United States Government refuses permission to Boeing personnel or their families to enter into the country where the
facility is located, or recommends that Boeing personnel or their families leave the country; or 
  
 5. the United States Government refuses permission to Boeing to deliver Materials, services, training or other things to the country where the facility is
located. 
  
 After the location of Boeing personnel at the facility, Boeing
further reserves the right, upon the occurrence of any of such events, to immediately and without prior notice to Customer relocate its personnel and their families. 
  


					
	 	  	 	  	 









 CUSTOMER SUPPORT DOCUMENT 
  
 PART 5: PROTECTION OF PROPRIETARY INFORMATION 
 AND PROPRIETARY MATERIALS 
  

	1.	General. 

  
 All Materials provided by Boeing to Customer and not covered by a Boeing CSGTA or other agreement between Boeing and Customer defining Customer’s
right to use and disclose the Materials and included information will be covered by, and subject to the terms of this AGTA. Title to all Materials containing, conveying or embodying confidential, proprietary or trade secret information (Proprietary
Information) belonging to Boeing or a third party (Proprietary Materials), will at all times remain with Boeing or such third party. Customer will treat all Proprietary Materials and all Proprietary Information in confidence and use and disclose the
same only as specifically authorized in this AGTA. 
  

	2.	License Grant. 

  
 Boeing grants to Customer a worldwide, non-exclusive, non-transferable license to use and disclose Proprietary Materials in accordance with the terms and
conditions of this AGTA. Customer is authorized to make copies of Materials (except for Materials bearing the copyright legend of a third party), and all copies of Proprietary Materials will belong to Boeing and be treated as Proprietary Materials
under this AGTA. Customer will preserve all proprietary legends, and all copyright notices on all Materials and insure the inclusion of those legends and notices on all copies. 
  

	3.	Use of Proprietary Materials and Proprietary Information. 

  
 Customer is authorized to use Proprietary Materials and Proprietary Information for the purpose of: (a) operation, maintenance, repair, or modification of
Customer’s aircraft for which the Proprietary Materials and Proprietary Information have been specified by Boeing and (b) development and manufacture of training devices and maintenance tools for use by Customer. 
  

	4.	Providing of Proprietary Materials to Contractors. 

  
 Customer is authorized to provide Proprietary Materials to Customer’s contractors for the sole purpose of maintenance, repair, or modification of
Customer’s aircraft for which the Proprietary Materials have been specified by Boeing. In addition, Customer may provide Proprietary Materials to Customer’s contractors for the sole purpose of developing and manufacturing training devices
and maintenance tools for Customer’s use. Before providing Proprietary Materials to its contractor, Customer will first obtain a 

  


					
	 	  	 	  	 









 
written agreement from the contractor by which the contractor agrees (a) to use the Proprietary Materials only on behalf of Customer, (b) to be bound by all
of the restrictions and limitations of this Part 5, and (c) that Boeing is a third party beneficiary under the written agreement. Customer agrees to provide copies of all such written agreements to Boeing upon request and be liable to Boeing for any
breach of those agreements by a contractor. A sample agreement acceptable to Boeing is attached as Appendix VII. 
  

	5.	Providing of Proprietary Materials and Proprietary Information to Regulatory Agencies. 

  
 When and to the extent required by a government regulatory agency having jurisdiction over Customer or an aircraft, Customer
is authorized to provide Proprietary Materials and to disclose Proprietary Information to the agency for use in connection with Customer’s operation, maintenance, repair, or modification of such aircraft. Customer agrees to take all reasonable
steps to prevent the agency from making any distribution, disclosure, or additional use of the Proprietary Materials and Proprietary Information provided or disclosed. Customer further agrees to notify Boeing immediately upon learning of any (a)
distribution, disclosure, or additional use by the agency, (b) request to the agency for distribution, disclosure, or additional use, or (c) intention on the part of the agency to distribute, disclose, or make additional use of Proprietary Materials
or Proprietary Information. 
  


					
	 	  	 	  	 









 EXHIBIT C 
  

to 
  
 AIRCRAFT GENERAL TERMS AGREEMENT 
  
 AGTA-AFA 
  
 between

  
 THE BOEING COMPANY 
  
 and 
  
 SOCIETE AIR FRANCE 
  
 PRODUCT ASSURANCE DOCUMENT 
  
 This document contains: 
  

			
	Part 1:	  	Exhibit C Definitions
		
	Part 2:	  	Boeing Warranty
		
	Part 3:	  	Boeing Service Life Policy
		
	Part 4:	  	Supplier Warranty Commitment
		
	Part 5:	  	Boeing Interface Commitment
		
	Part 6:	  	Boeing Indemnities against Patent and Copyright Infringement

  


					
	 	  	 	  	 









 PRODUCT ASSURANCE DOCUMENT 
  
 PART 1: EXHIBIT C DEFINITIONS 
  

Authorized Agent - Agent appointed by Customer to perform corrections and to administer warranties (see Appendix VI to the AGTA for a
form acceptable to Boeing). 
  
 Average Direct Hourly Labor
Rate - the average hourly rate (excluding all fringe benefits, premium-time allowances, social charges, business taxes and the like) paid by Customer to its Direct Labor employees. 
  
 Boeing Product - any system, accessory, equipment, part or
Aircraft Software that is manufactured by Boeing or manufactured to Boeing’s detailed design with Boeing’s authorization. 
  
 Correct - to repair, modify, provide modification kits or replace with a new product. 
  
 Correction - a repair, a
modification, a modification kit or replacement with a new product. 
  
 Corrected Boeing Product - a Boeing Product which is free of defect as a result of a Correction. 
  
 Direct Labor - Labor spent by Customer’s direct labor employees to remove, disassemble, modify, repair, inspect and bench test a
defective Boeing Product, and to reassemble, reinstall a Corrected Boeing Product and perform final inspection. 
  
 Direct Materials - Items such as parts, gaskets, grease, sealant and adhesives, installed or consumed in performing a Correction, excluding
allowances for administration, overhead, taxes, customs duties and the like. 
  
 Specification Control Drawing (SCD) - a Boeing document defining specifications for certain Supplier Products. 
  
 Supplier - the manufacturer of a Supplier Product. 
  

Supplier Product - any system, accessory, equipment, part or Aircraft Software that is not manufactured to Boeing’s detailed design.
This includes but is not limited to parts manufactured to a SCD, all standards, and other parts obtained from non-Boeing sources. 
  


					
	 	  	 	  	 









 PRODUCT ASSURANCE DOCUMENT 
  
 PART 2: BOEING WARRANTY 
  

	1.	Applicability. 

  
 This warranty applies to all Boeing Products. Warranties applicable to Supplier Products are in Part 4. Warranties applicable to engines will be provided
by Supplemental Exhibits to individual purchase agreements. 
  

	2.	Warranty. 

  
 2.1 Coverage. Boeing warrants that at the time of delivery: 
  

	 	(i)	the aircraft will conform to the Detail Specification except for portions stated to be estimates, approximations or design objectives; 

  

	 	(ii)	all Boeing Products will be free from defects in material, process of manufacture and workmanship, including the workmanship utilized to install Supplier Products, engines and BFE,
and; 

  

	 	(iii)	all Boeing Products will be free from defects in design, including selection of materials and the process of manufacture, in view of the state of the art at the time of design


  
 2.2 Exceptions. The following conditions
do not constitute a defect under this warranty: 
  

	 	(i)	conditions resulting from normal wear and tear; 

  

	 	(ii)	conditions resulting from acts or omissions of Customer; and 

  

	 	(iii)	conditions resulting from failure to properly service and maintain a Boeing Product. 

  

	3.	Warranty Periods. 

  
 3.1 Warranty. The warranty period begins on the date of aircraft or Boeing Product delivery and ends: (i) after 48 months for Boeing aircraft models
777-200, -300 or 737600, -700, -800, -900 or new aircraft models designed and manufactured with’ similar, new technology; or, (ii) after 36 months for any other Boeing aircraft model. 
  


					
	 	  	 	  	 









 3.2 Warranty on Corrected Boeing Products. The warranty period applicable to a Corrected Boeing
Product, including the workmanship to Correct and install, resulting from a defect in material or workmanship is the remainder of the initial warranty period for the defective Boeing Product it replaced. The warranty period for a Corrected Boeing
Product resulting from a defect in design is 18 months or the remainder of the initial warranty period, whichever is longer. The 18 month period begins on the date of delivery of the Corrected Boeing Product or date of delivery of the kit or kits
furnished to Correct the Boeing Product. 
  
 3.3 Survival of
Warranties. All warranty periods are stated above. The Performance Guarantees will not survive delivery of the aircraft. 
  

	4.	Remedies. 

  
 4.1 Correction Options. Customer may, at its option, either perform a Correction of a defective Boeing Product or return the Boeing Product to
Boeing for Correction. 
  
 4.2 Warranty Labor Rate. If
Customer or its Authorized Agent Corrects a [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Hourly Labor Rate. The standard labor rate paid by Boeing
to its customers is established and published annually. Prior to or concurrently with submittal of Customer’s first claim for Direct Labor reimbursement, Customer may notify Boeing of Customer’s then-current Average Direct Hourly Labor
Rate, and thereafter notify Boeing of any material change in such rate. Boeing will require information from Customer to substantiate such rates. 
  
 4.3 Warranty Inspections. In addition to the remedies to Correct defects in Boeing Products, Boeing will reimburse Customer for the cost of Direct
Labor to perform certain inspections of the aircraft to determine the occurrence of a condition Boeing has identified as a covered defect, provided: 
  
 4.3.1 the inspections are recommended by a service bulletin or service letter issued by Boeing during the warranty period; and 

 
 4.3.2 such reimbursement will not apply to any
inspections performed after a Correction is available to Customer and Customer proceeds to incorporate the Correction in a timely manner, with due consideration for Customer’s fleet size and maintenance schedule. 
  


					
	 	  	 	  	 









 4.4 Credit Memorandum Reimbursement. Boeing will make all reimbursements by credit memoranda which
may be applied toward the purchase of Boeing goods and services. Boeing will provide up-front credits for service bulletins, as follows: 
  
 4.4.1 A single, lump sum credit will be provided for all in-warranty aircraft in the service bulletin effectivity for Customer, after
incorporation and submission of a warranty claim on the first affected in-warranty aircraft. 
  
 4.4.2 Up-front credits will not be provided for random anomalies identified by service bulletins. Nor will they be provided for issues
related to program letters or other special offers provided by Boeing. 
  
 4.5 Rogue Units 
  
 4.5.1 Upon
written request, Boeing will provide a no charge loaned, interchangeable Boeing Product to Customer for a Rogue Unit. Following receipt of the loaned Boeing Product, Customer will ship the Rogue Unit to Boeing within ten (10) calendar days after
receipt of the loaned Boeing Product. Customer will provide verification of the following: 
  

	 	(i)	The removed Boeing Product failed three (3) times within the first twelve (12) months following initial delivery, 

  

	 	(ii)	Removals were performed in compliance with approved flight or maintenance manuals, and 

  

	 	(iii)	Any Corrections or tests to the Boeing Product were performed by Customer according to the latest revision of the Boeing Component Maintenance Manual (CMM) or by Boeing.


  
 4.52 Upon receipt of a Rogue
Unit after a third failure, Boeing will commence testing to determine the cause of the failures. If, Boeing is unable to find the cause of failure, Boeing will, at no-charge to Customer, either replace the Rogue Unit with a new Boeing Product or, if
otherwise agreed, allow Customer to retain the loaned Boeing Product. Upon receipt of a replacement Boeing Product for the Rogue Unit, Customer will return a loaned Boeing Product. 
  


					
	 	  	 	  	 









 4.6 No Fault Found 
  
 During the warranty period, Boeing will not charge Customer for tests on Boeing Products returned to Boeing for Correction,
on which Boeing is unable to confirm the failure claimed, i.e., no fault found, provided: 
  

	 	(i)	Boeing’s written instructions were followed by the Customer for on-Aircraft and/or bench testing the Boeing Product prior to its return to Boeing, and 


 

	 	(ii)	Customer’s claim includes all applicable documentation of such tests with the returned Boeing Product, including but not limited to: Central Maintenance Computer (CMC), Flight
Maintenance Computer System, (FMCS), Flight Isolation Manual (FIM), Engine Indicating and Crew Alerting System (EICAS) or Built In Test Equipment (BITE) messages. 

  

	5.	Discovery and Notice. 

  
 5.1 For a claim to be valid: 
  

	 	(i)	the defect must be discovered during the warranty period; and 

  

	 	(ii)	Boeing Warranty must receive written notice of the discovery no later than 90 days after expiration of the warranty period. The notice must include sufficient information to
substantiate the claim. 

  
 5.2 Receipt of
Customer’s or its Authorized Agent’s notice of the discovery of a defect secures Customer’s rights to remedies under this Exhibit C, even though a Correction is performed after the expiration of the warranty period. 
  
 5.3 Once Customer has given valid notice of the discovery of a defect, a
claim should be submitted as soon as practicable after performance of the Correction. 
  
 5.4 Boeing may release service bulletins or service letters advising Customer of the availability of certain warranty remedies. When such advice is provided, Customer will be deemed to have fulfilled the requirements
for discovery of the defect and submittal of notice under this Exhibit C as of the date specified in the service bulletin or service letter. 
  

	6.	Filing a Claim. 

  
 6.1 Authority to File. Claims may be filed by Customer or its Authorized Agent. Appointment of an Authorized Agent will only be effective upon
Boeing’s receipt of the Authorized Agent’s express written agreement, in a form satisfactory to Boeing, to 

  


					
	 	  	 	  	 









 
be bound by and to comply with all applicable terms and conditions of this Aircraft General Terms Agreement. 
  
 6.2 Claim Information. 
  
 6.2.1 Claimant is responsible for providing sufficient
information to substantiate Customer’s rights to remedies under this Exhibit C. Boeing may reject a claim for lack of sufficient information. At a minimum, such information must include: 
  

	 	(i)	identity of claimant; 

  

	 	(ii)	serial or block number of the aircraft on which the defective Boeing Product was delivered; 

  

	 	(iii)	part number and nomenclature of the defective Boeing Product; 

  

	 	(iv)	purchase order number and date of delivery of the defective spare part 

  

	 	(v)	description and substantiation of the defect; 

  

	 	(vi)	date the defect was discovered; 

  

	 	(vii)	date the Correction was completed; 

  

	 	(viii)	the total flight hours or cycles accrued, if applicable; 

  

	 	(ix)	an itemized account of direct labor hours expended in performing the Correction; and 

  

	 	(x)	an itemized account of any direct materials incorporated in the Correction. 

  

6.2.2 Additional information may be required based on the nature of the defect and the remedies requested. 
  
 6.3 Boeing Claim Processing. 
  
 6.3.1 Any claim for a Boeing Product returned by Customer or
its Authorized Agent to Boeing for Correction must accompany the Boeing Product. Any claim not associated with the return of a Boeing Product must be signed and submitted in writing directly by Customer or its Authorized Agent to Boeing Warranty.

  


					
	 	  	 	  	 









 6.3.2 Boeing will promptly review the claim and will give notification of claim approval
or rejection. If the claim is rejected, Boeing will provide a written explanation with details of why claim was rejected. 
  

	7.	Corrections Performed by Customer or Its Authorized Agent. 

  
 7.1 Facilities Requirements. Provided Customer, its Authorized Agent or its third party contractor, as appropriate, are certified by the
appropriate Civil Aviation Authority or Federal Aviation Authority, Customer or its Authorized Agent may, at its option, Correct defective Boeing Products at its facilities, or may subcontract Corrections to a third party contractor. 
  
 7.2 Technical Requirements. All Corrections done by Customer, its
Authorized Agent or a third party contractor must be performed in accordance with Boeing’s applicable service manuals, bulletins or other written instructions, using parts and materials furnished or approved by Boeing. 
  
 7.3 Reimbursement. 
  
 7.3.1 Boeing will reimburse Customer’s reasonable costs
of Direct Materials and Direct Labor (excluding time expended for overhaul) at Customer’s Warranty Labor Rate to Correct a defective Boeing Product. Claims for reimbursement must contain sufficient information to substantiate Direct Labor hours
expended and Direct Materials consumed. Customer or its Authorized Agent may be required to produce invoices for materials. 
  
 7.3.2 Reimbursement for Direct Labor hours to perform Corrections stated in a service bulletin will be based on the labor estimates in the
service bulletin. 
  
 7.3.3 Boeing will reimburse
Customer’s freight charges associated with a Correction of a defect on a Boeing Product performed by its Authorized Agent or a third party contractor. 
  
 7.3.4 Unless previously agreed in writing, the maximum reimbursement for Direct Labor and Direct materials for repair of a defective
Boeing Product will not exceed 65% of Boeing's then-current sales price for a new replacement Boeing in Product. Inspection, removal and reinstallation labor and transportation costs are separate and are not to be included in the cost elements used
to determine the 65% limit. 
  
 7.4 Disposition of Defective
Boeing Products Beyond Economical Repair. 
  
 7.4.1 A defective Boeing Product found to be beyond economical repair (see Article 7.3.4) will be retained for a period of 60 days from the date Boeing receives Customer’s claim. During the 60 day period, Boeing may request return of
such Boeing Products for inspection and confirmation of a defect. 
  


					
	 	  	 	  	 









 7.4.2 After the 60 day period, a defective Boeing Product with a value of U.S. $2000 or
less may be scrapped without notification to Boeing. If such Boeing Product has a value greater than U.S. $2000, Customer must obtain confirmation of unrepairability by Boeing’s on-site Customer Services Representative prior to scrapping.
Confirmation may be in the form of the Representative’s signature on Customer’s claim or through direct communication between the Representative and Boeing Warranty. 
  

	8.	Corrections Performed by Boeing. 

  
 8.1 Freight Charges. Customer or its Authorized Agent will pay shipping charges to return a Boeing Product to Boeing. Boeing will reimburse
Customer or its Authorized Agent for reasonable incoming shipping charges for any item determined to be defective under this Aircraft General Terms Agreement. Boeing will pay shipping charges to return the Corrected Boeing Product. 
  
 8.2 Customer Instructions. The documentation shipped with the returned
defective Boeing Product may include specific technical instructions for additional work to be performed on the Boeing Product. The absence of such instructions will evidence Customer’s authorization for Boeing to perform all necessary
Corrections and work required to return the Boeing Product to a serviceable condition. 
  
 8.3 Correction Time Objectives. 
  
 8.3.1 Boeing’s objective for making Corrections is 10 working days for avionics and electronic Boeing Products, 30 working days for Corrections of other Boeing Products performed at Boeing’s facilities, and
40 working days for Corrections of other Boeing Products performed at a Boeing subcontractor’s facilities. The objectives are measured from the date Boeing receives the defective Boeing Product and a valid claim to the date Boeing ships the
Correction. 
  
 8.3.2 If Customer has a critical
parts shortage because Boeing has exceeded a Correction time objective and Customer has procured spare Boeing Products for the defective Boeing Product in quantities shown in Boeing’s Recommended Spare Parts List (RSPL) or Spares Planning and
Requirements Evaluation Model (M-SPARE), then Boeing will either expedite the Correction or provide an interchangeable Boeing Product on a no charge loan or lease basis until the Corrected Boeing Product is returned. 
  
 8.4 Title Transfer and Risk of Loss. 
  
 8.4.1 Title to and risk of loss of any Boeing Product
returned to Boeing will at all times remain with Customer or any other title holder of such Boeing Product. While Boeing has possession of the returned Boeing Product, Boeing will have only such liabilities as a bailee for mutual benefit would have,
but will not be liable for loss of use. 
  


					
	 	  	 	  	 









 8.4.2 If a Correction requires shipment of a new Boeing Product, then at the time Boeing
ships the new Boeing Product, title to and risk of loss for the returned Boeing Product will pass to Boeing, and title to and risk of loss for the new Boeing Product will pass to Customer. 
  

	9.	Returning an Aircraft. 

  
 9.1 Conditions. An aircraft may be returned to Boeing’s facilities for Correction only if: 
  

	 	(i)	Boeing and Customer agree a covered defect exists; 

  

	 	(ii)	Customer lacks access to adequate facilities, equipment or qualified personnel to perform the Correction; and 

  

	 	(iii)	it is not practical, in Boeing’s estimation, to dispatch Boeing personnel to perform the Correction at a remote site. 

  
 9.2 Correction Costs. Boeing will perform the Correction at no charge
to Customer. Subject to the conditions of Article 9.1, Boeing will reimburse Customer for the costs of fuel, oil and landing fees incurred in ferrying the aircraft to Boeing and back to Customer’s facilities. Customer will minimize the length
of both flights. 
  
 9.3 Separate Agreement. Boeing and
Customer will enter into a separate agreement covering return of the aircraft and performance of the Correction. Authorization by Customer for Boeing to perform additional work that is not part of the Correction must be received within 24 hours of
Boeing’s request. If such authorization is not received within 24 hours, Customer will be invoiced for work performed by Boeing that is not part of the Correction. 
  

	10.	Insurance. 

  
 The provisions of Article 8.2 “Insurance”, of this AGTA, will apply to any work performed by Boeing in accordance with Customer’s specific
technical instructions, to the extent any legal liability of Boeing is based upon the content of such instructions. 
  

	11.	Disclaimer and Release: Exclusion of Liabilities. 

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


					
	 	  	 	  	 









 11.3 Definitions. For the purpose of this Article, “BOEING” or “Boeing” is
defined as The Boeing Company, its divisions, subsidiaries, affiliates, the assignees of each, and their respective directors, officers, employees and agents. 
  


					
	 	  	 	  	 









 PRODUCT ASSURANCE DOCUMENT 
  
 PART 3: BOEING SERVICE LIFE POLICY 
  

	1.	Definitions. 

  
 SLP Component - any of the primary structural elements (excluding industry standard parts) of the landing gear, wing, fuselage, vertical or
horizontal stabilizer listed in the applicable purchase agreement for a specific model of aircraft that is installed in the aircraft at time of delivery or is purchased from Boeing by Customer as a spare part. The detailed SLP Component listing will
be in Supplemental Exhibit SLPl to each Purchase Agreement. 
  

	2.	Service Life Policy. 

  
 2.1 SLP Commitment. If a failure or defect is discovered in a SLP Component within the time periods specified in Article 2.2 below, Boeing will, at
a price calculated pursuant to Article 3 below, Correct the SLP Component. 
  
 2.2 SLP Policy Periods. 
  
 2.2.1 The policy period for SLP Components initially installed on an aircraft is 12 years after the date of delivery of the aircraft. 
  
 2.2.2 The policy period for SLP Components purchased from Boeing by Customer as spare parts is 12 years from
delivery of such SLP Component or 12 years from the date of delivery of the last aircraft produced by Boeing of a specific model, whichever first expires. 
  

	3.	Price. 

  
 The price that Customer will pay for the Correction of a defective or failed SLP Component will be calculated pursuant to the following formula:

  
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  
 where: 
  

			
	 P =
	 	price to Customer for the replacement part
		
	 c =
	 	SLP Component sales price at time of Correction
		
	 T =
	 	total age in months of the defective or failed SLP Component from the date of delivery to Customer to the date of discovery of such condition.

  


					
	 	  	 	  	 










	4.	Conditions. 

  
 Boeing’s obligations under this Policy are conditioned upon the following: 
  
 4.1 Customer must notify Boeing in writing of the defect or failure within three months after it is discovered. 

 
 4.2 Customer must provide reasonable evidence that the claimed defect or
failure is covered by this Policy and if requested by Boeing, that such defect or failure was not the result of (i) a defect or failure in a component not covered by this Policy, (ii) an extrinsic force, (iii) an act or omission of Customer, or (iv)
operation or maintenance contrary to applicable governmental regulations or Boeing’s instructions. 
  
 4.3 If return of a defective or failed SLP Component is practicable and requested by Boeing, Customer will return such SLP Component to Boeing at
Boeing’s expense. 
  
 4.4 Customer’s rights and remedies
under this Policy are limited to the receipt of a Correction at prices calculated pursuant to Article 3 above. 
  

	5.	Disclaimer and Release; Exclusion of Liabilities. 

  
 This Part 3 and the rights and remedies of Customer and the obligations of Boeing are subject to the DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL
AND OTHER DAMAGES provisions of Article 11 of Part 2 of this Exhibit C. 
  


					
	 	  	 	  	 









 PRODUCT ASSURANCE DOCUMENT 
  
 PART 4: SUPPLIER WARRANTY COMMITMENT 
  

	1.	Supplier Warranties and Supplier Patent and Copyright Indemnities. 

  
 Boeing will use diligent efforts to obtain warranties and indemnities against patent and copyright infringement enforceable by Customer from Suppliers of
Supplier Products (except for BFE and engines) installed on the aircraft at the time of delivery that were selected and purchased by Boeing, but not manufactured to Boeing's detailed design. Boeing will furnish copies of the warranties and patent
and copyright indemnities to Customer contained in Supplier Product Support and Product Assurance Agreements, prior to the scheduled delivery month of the first aircraft under the initial purchase agreement to the AGTA. 
  

	2.	Boeing Assistance in Administration of Supplier Warranties. 

  
 Customer will be responsible for submitting warranty claims directly to Suppliers; however, if Customer experiences problems enforcing any Supplier
warranty obtained by Boeing for Customer, Boeing will conduct an investigation of the problem and assist Customer in the resolution of those claims. 
  

	3.	Boeing Support in Event of Supplier Default. 

  
 3.1 If the Supplier defaults in the performance of a material obligation under its warranty, and Customer provides evidence to Boeing that a default has
occurred, then Boeing will furnish the equivalent warranty terms as provided by the defaulting Supplier. 
  
 3.2 At Boeing’s request, Customer will assign to Boeing, and Boeing will be subrogated to, its rights against the Supplier provided by the Supplier
warranty. 
  


					
	 	  	 	  	 









 PRODUCT ASSURANCE DOCUMENT 
  
 PART 5: BOEING INTERFACE COMMITMENT 
  

	1.	Interface Problems. 

  
 An Interface Problem is defined as a technical problem in the operation of an aircraft or its systems experienced by Customer, the cause of which
is not readily identifiable by Customer but which Customer believes to be attributable to either the design characteristics of the aircraft or its systems or the workmanship used in the installation of Supplier Products. In the event Customer
experiences an Interface Problem, Boeing will, without additional charge to Customer, promptly conduct an investigation and analysis to determine the cause or causes of the Interface Problem. Boeing will promptly advise Customer at the conclusion of
its investigation of Boeing’s opinion as to the causes of the Interface Problem and Boeing's recommendation as to corrective action. 
  

	2.	Boeing Responsibility. 

  
 If Boeing determines that the Interface Problem is primarily attributable to the design or installation of any Boeing Product, Boeing will Correct the
design or workmanship to the extent of any then-existing obligations of Boeing under the provisions of the applicable Boeing Warranty or Boeing Service Life Policy. 
  

	3.	Supplier Responsibility. 

  
 If Boeing determines that the Interface Problem is primarily attributable to the design or installation of a Supplier Product, Boeing will assist Customer
in processing a warranty claim against the Supplier. 
  

	4.	Joint Responsibility. 

  
 If Boeing determines that the Interface Problem is partially attributable to the design or installation of a Boeing Product and partially to the design or
installation of a Supplier Product, Boeing will seek a solution to the Interface Problem through the cooperative efforts of Boeing and the Supplier and will promptly advise Customer of the resulting corrective actions and recommendations.

  

	5.	General. 

  
 Customer will, if requested by Boeing, assign to Boeing any of its rights against any supplier as Boeing may require to fulfill its obligations hereunder.

  


					
	 	  	 	  	 










	6.	Disclaimer and Release; Exclusion of Liabilities. 

  
 This Part 5 and the rights and remedies of Customer and the obligations of Boeing herein are subject to the DISCLAIMER AND RELEASE and EXCLUSION OF
CONSEQUENTIAL AND OTHER DAMAGES provisions of Article 11 of Part 2 of this Exhibit C. 
  


					
	 	  	 	  	 









 PRODUCT ASSURANCE DOCUMENT 
  
 PART 6: BOEING INDEMNITIES AGAINST PATENT 
 AND COPYRIGHT INFRINGEMENT 
  

	1.	Indemnity Against Patent Infringement. 

  
 Boeing will defend and indemnify Customer with respect to all claims, suits and liabilities arising out of any actual or alleged patent infringement
through Customer’s use, lease or resale of any aircraft or any Boeing Product installed on an aircraft at delivery. 
  

	2.	Indemnity Against Copyright Infringement. 

  
 Boeing will defend and indemnify Customer with respect to all claims, suits and liabilities arising out of any actual or alleged copyright infringement
through Customer’s use, lease or resale of any Boeing created Materials and Aircraft Software installed on an aircraft at delivery. 
  

	3.	Exceptions, Limitations and Conditions. 

  
 3.1 Boeing’s obligation to indemnify Customer for patent infringement will extend only to infringements in countries which, at the time of the
infringement, were party to and fully bound by either (a) Article 27 of the Chicago Convention on International Civil Aviation of December 7, 1944, or (b) the International Convention for the Protection of Industrial Property (Paris Convention).

  
 3.2 Boeing’s obligation to indemnify Customer for
copyright infringement is limited to infringements in countries which, at the time of the infringement, are members of The Berne Union and recognize computer software as a “work” under The Berne Convention. 
  
 3.3 The indemnities provided under this Part 6 will not apply to any (i)
BFE, (ii) engines, (iii) Supplier Product (iv) Boeing Product used other than for its intended purpose, or (v) Aircraft Software not created by Boeing. 
  

3.4 Customer must deliver written notice to Boeing (i) within 10 days after Customer first receives notice of any suit or other formal action against
Customer and (ii) within 20 days after Customer first receives any other allegation or written claim of infringement covered by this Part 6. 
  


					
	 	  	 	  	 









 3.5 At any time, Boeing will have the right at its option and expense to: (i) negotiate with any party
claiming infringement, (ii) assume or control the defense of any infringement allegation, claim, suit or formal action, (iii) intervene in any infringement suit or formal action, and/or (iv) attempt to resolve any claim of infringement by replacing
an allegedly infringing Boeing Product or Aircraft Software with a noninfringing equivalent. 
  
 3.6 Customer will promptly furnish to Boeing all information, records and assistance within Customer’s possession or control which Boeing considers relevant or material to any alleged infringement covered by this
Part 6. 
  
 3.7 Except as required by a final judgment entered
against Customer by a court of competent jurisdiction from which no appeals can be or have been filed, Customer will obtain Boeing’s written approval prior to paying, committing to pay, assuming any obligation or making any material concession
relative to any infringement covered by these indemnities. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  
 3.9 For the purposes of this Part 6, “BOEING or Boeing” is defined as The Boeing Company, its divisions,
subsidiaries, affiliates, the assignees of each and their respective directors, officers, employees and agents. 
  


					
	 	  	 	  	 









 SAMPLE 
 Insurance Certificate 
  
 BROKER’S LETTERHEAD 
  
 [ date ] 
  
 Certificate of Insurance 
  

			
	ISSUED TO:	  	The Boeing Company
	 	  	Post Office Box 3707
	 	  	Mail Stop 13-57
	 	  	Seattle, Washington 98 124
	 	  	Attn: Manager - Aviation Insurance for
	 	  	         Vice President - Employee Benefits,
	 	  	         Insurance and Taxes
		
	CC:	  	Boeing Commercial Airplane Group
	 	  	P.O. Box 3707
	 	  	Mail Stop 21-34
	 	  	Seattle, Washington 98 124-2207
	 	  	U.S.A.
	 	  	Attn: Vice President - Contracts
		
	NAMED INSURED:	  	societe Air France

  
 We hereby certify that in our capacity
as Brokers to the Named Insured, the following described insurance is in force on this date: 
  

					
	 Insurer

	  	 Policy No.

	  	 Participation


		
	POLICY PERIOD:	  	From [date and time of inception of the Policy(ies)] to [date and time of expiration].


					
		
	GEOGRAPHICAL LIMITS:	  	Worldwide (however, as respects “Aircraft Hull War and Allied Perils” Insurance, as agreed by Boeing).

  


					
	 	  	 	  	 









 SAMPLE 
 Insurance Certificate 
  

			
	AIRCRAFT INSURED:	  	All Boeing manufactured aircraft owned or operated by the Named Insured which are the subject of the following purchase agreement(s), entered into between The Boeing Company and
                                        
     (hereinafter “Aircraft”):
		
	 	  	 Purchase Agreement No.      dated
            
 Purchase Agreement No. dated
            


  
 COVERAGES: 

 

	1.	Aircraft “all risks” Hull (Ground and Flight) 

  

	2.	Aircraft Hull War and Allied Perils (as per LSW 555, or its successor wording) 

  

	3.	Airline Liability 

  
 Including, but not limited to, Bodily Injury, Property Damage, Aircraft Liability, Liability War Risks, Passenger Legal Liability, Premises/Operations Liability,
Completed Operations/Products Liability, Baggage Legal Liability (checked and unchecked), Cargo Legal Liability, Contractual Liability and Personal Injury. 
  
 The above-referenced Airline Liability insurance coverage is subject to War and Other Perils Exclusion Clause (AV48B) but all sections, other than section (b) are
reinstated as per AV52C, or their successor endorsements. 
  
 LIMITS
OF LIABILITY: 
  
 To the fullest extent of the Policy limits that the
Named Insured carries from the time of delivery of the first Aircraft under the first Purchase Agreement listed under “Aircraft Insured” and thereafter at the inception of each policy period, but in any event no less than the following:

  
 Combined Single Limit Bodily Injury and Property Damage: U.S.$ any one
occurrence each Aircraft (with aggregates as applicable). 
  

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

  


					
	 	  	 	  	 









 SAMPLE 
 Insurance Certificate 
  

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

  
 (In regard to all other models and/or
derivatives, to be specified by Boeing). 
  
 (In regard to Personal Injury
coverage, limits are US$25,000,000 any one offense/aggregate.) 
  
 SPECIAL
PROVISIONS APPLICABLE TO BOEING: 
  
 It is certified that Insurers are
aware of the terms and conditions of AGTA-AFA and the following purchase agreements: 
  
 PA                  dated                  
 PA                  dated
                 
 PA
                 dated                  
  
 Each Aircraft manufactured by Boeing which is delivered to the Insured pursuant to the
applicable purchase agreement during the period of effectivity of the policies represented by this Certificate will be covered to the extent specified herein. 
  

Insurers have agreed to the following: 
  
 A. In regard to Aircraft “all risks” Hull Insurance and Aircraft Hull War and Allied Perils Insurance, Insurers agree to waive all rights of
subrogation or recourse against Boeing in accordance with AGTA-AFA which was incorporated by reference into the applicable purchase agreement. 
  
 B. In regard to Airline Liability Insurance, Insurers agree: 
  
 (1) To include Boeing as an additional insured in accordance with Customer’s undertaking in Article 8.2.1 of AGTA-AFA which was
incorporated by reference into the applicable purchase agreement. 
  


					
	 	  	 	  	 









 SAMPLE 
 Insurance Certificate 
  
 (2) To provide that such insurance will be primary and not contributory nor excess with respect to any other insurance available for the protection of Boeing; 
  
 (3) To provide that with respect to the interests of Boeing,
such insurance shall not be invalidated or minimized by any action or inaction, omission or misrepresentation by the Insured or any other person or party (other than Boeing) regardless of any breach or violation of any warranty, declaration or
condition contained in such policies; 
  
 (4) To
provide that all provisions of the insurance coverages referenced above, except the limits of liability, will operate to give each Insured or additional insured the same protection as if there were a separate Policy issued to each. 
  
 C. In regard to all of the above referenced policies: 
  
 (1) Boeing will not be responsible for payment, set-off, or
assessment of any kind or any premiums in connection with the policies, endorsements or coverages described herein; 
  
 (2) If a policy is canceled for any reason whatsoever, or any substantial change is made in the coverage which affects the interests of
Boeing or if a policy is allowed to lapse for nonpayment of premium, such cancellation, change or lapse shall not be effective as to Boeing for thirty (30) days (in the case of war risk and allied perils coverage seven (7) days after sending, or
such other period as may from time to time be customarily obtainable in the industry) after receipt by Boeing of written notice from the Insurers or the authorized representatives or Broker of such cancellation, change or lapse; and 
  
 (3) For the purposes of the Certificate, “Boeing”
is defined as The Boeing Company, its divisions, subsidiaries, affiliates, the assignees of each and their respective directors, officers, employees and agents. 
  

Subject to the terms, conditions, limitations and exclusions of the relative policies. 
  
  
 (signature) 
  
 (typed name) 
  
 (title) 
  


					
	 	  	 	  	 









 SAMPLE 
 Purchase Agreement Assignment 
  
 THIS PURCHASE AGREEMENT ASSIGNMENT (Assignment) dated as of              20     between societe Air France, a company organized under the laws of
                     (Assignor) and
                                        
            , a company organized under the laws of
                                        
(Assignee). Capitalized terms used herein without definition will have the same meaning as in the Boeing Purchase Agreement. 
  
 Assignor and The Boeing Company, a Delaware corporation (Boeing), are parties to the Boeing Purchase Agreement, providing, among other things, for the
sale by Boeing to Assignor of certain aircraft, engines and related equipment, including the Aircraft. 
  
 Assignee wishes to acquire the Aircraft and certain rights and interests under the Boeing Purchase Agreement and Assignor, on the following terms and
conditions, is willing to assign to Assignee certain of Assignor’s rights and interests under the Boeing Purchase Agreement. Assignee is willing to accept such assignment. 
  
 It is agreed as follows: 
  
 1. For all purposes of this Assignment, the following terms will have the following meanings: 
  
 Aircraft — one Boeing Model
                     aircraft, bearing manufacturer’s serial number
            , together with all engines and parts installed on such aircraft on the Delivery Date. 
  
 Boeing — Boeing shall include Boeing Sales Corporation (a wholly-owned subsidiary of Boeing), a Guam
corporation, and its successors and assigns. 
  
 Boeing
Purchase Agreement — Purchase Agreement No.                  dated as of
             between Boeing and Assignor, as amended, but excluding
                     providing, among other things, for the sale by Boeing to Assignor of the Aircraft, as said agreement may be further
amended to the extent permitted by its terms. The Purchase Agreement incorporated by reference Aircraft General Terms Agreement AGTA/             (AGTA). 
  
 Delivery Date — the date on which the Aircraft is delivered by Boeing to Assignee pursuant to and subject to the terms and conditions of the
Boeing purchase Agreement and this Assignment. 
  
 2. Assignor
does hereby assign to Assignee all of its rights and interests in and to the Boeing Purchase Agreement, as and to the extent that the same relate to the Aircraft and the purchase and operation thereof, except as and to the extent expressly reserved
below, including, without limitation, in such assignment: [TO BE COMPLETED BY THE PARTIES.] 
  


					
	 	  	 	  	 









 SAMPLE 
 Purchase Agreement Assignment 
  
 {EXAMPLES 
  

	 	(a)	the right upon valid tender to purchase the Aircraf pursuant to the Boeing Purchase Agreement subject to the terms and conditions thereof and the right to take title to the
Aircraft and to be named the “Buyer” in the bill of sale for the Aircraf; 

  

	 	(b)	the right to accept delivery of the Aircraft; 

  

	 	(c)	all claims for damages arising as a result of any default under the Boeing Purchase Agreement in respect of the Aircraft; 

  

	 	(d)	all warranty and indemnity provisions contained in the Boeing Purchase Agreement, and all claims arising thereunder, in respect of the Aircraft; and


  

	 	(e)	any and all rights of Assignor to compel performance of the terms of the Boeing Purchase Agreement in respect of the Aircraft.} 

  
 Reserving exclusively to Assignor, however:  
  
 {EXAMPLES 
  

	 	(i)	all Assignor’s rights and interests in and to the Boeing Purchase Agreement as and to the extent the same relates to aircraft other than the Aircraft, or to any other
matters not directly pertaining to the Aircraft; 

  

	 	(ii)	all Assignor’s rights and interests in or arising out of any advance or other payments or deposits made by Assignor in respect of the Aircraf under the Boeing Purchase
Agreement and any amounts credited or to be credited or paid or to be paid by Boeing in respect of the Aircraft; 

  

	 	(iii)	the right to obtain services, training, information and demonstration and test flights pursuant to the Boeing Purchase Agreement; and 

  

	 	(iv)	the right to maintain plant representatives at Boeing’s plant pursuant to the Boeing Purchase Agreement.} 

  
 Assignee hereby accepts such assignment. 
  
 3. Notwithstanding the foregoing, so long as no event of default or
termination under [specify document] has occurred and is continuing, Assignee hereby authorizes Assignor, to the exclusion of Assignee, to exercise in Assignor’s name all rights and powers of Customer under the Boeing purchase Agreement in
respect of the Aircraft. 
  


					
	 	  	 	  	 









 SAMPLE 
 Purchase Agreement Assignment 
  
 4. For all purposes of this Assignment, Boeing will not be deemed to have knowledge of or need recognize the occurrence, continuance or the discontinuance of any event of default or termination under [specify document] unless and until
Boeing receives from Assignee written notice thereof, addressed to its Vice President - Contracts, Boeing Commercial Airplane Group at P.O. Box 3707, Seattle, Washington 98124, if by mail, or to 32-9430 Answerback BOEINGREN RNTN, if by telex. Until
such notice has been given, Boeing will be entitled to deal solely and exclusively with Assignor. Thereafter, until Assignee has provided Boeing written notice that any such events no longer continue, Boeing will be entitled to deal solely and
exclusively with Assignee. Boeing may act with acquittance and conclusively rely on any such notice. 
  
 5. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) prior to the Delivery Date Assignor will perform its
obligations with respect to the Aircraft to be performed by it on or before such delivery, (b) Assignor will at all times remain liable to Boeing under the Boeing Purchase Agreement to perform all obligations of Customer thereunder to the same
extent as if this Assignment had not been executed, and (c) the exercise by Assignee of any of the assigned rights will not release Assignor from any of its obligations to Boeing under the Boeing Purchase Agreement, except to the extent that such
exercise constitutes performance of such obligations. 
  
 6.
Notwithstanding anything contained in this Assignment to the contrary (but without in any way releasing Assignor from any of its obligations under the Boeing Purchase Agreement), Assignee confirms for the benefit of Boeing that, insofar as the
provisions of the Boeing Purchase Agreement relate to the Aircraft, in exercising any rights under the Boeing Purchase Agreement, or in making any claim with respect to the Aircraft or other things (including, without limitation, Material, training
and services) delivered or to be delivered pursuant to the Boeing Purchase Agreement, the terms and conditions of the Boeing Purchase Agreement, including, without limitation, the DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND
OTHER DAMAGES in Article 11 of Part 2 of Exhibit C to the Aircraft General Terms Agreement which was incorporated by reference into the Boeing Purchase Agreement and the insurance provisions in Article 8.2 of the Aircraft General Terms Agreement
which was incorporated by reference into the Boeing Purchase Agreement therein, will apply to and be binding on Assignee to the same extent as if Assignee had been the original “Customer” thereunder. Assignee further agrees, expressly for
the benefit of Boeing, upon the written request of Boeing, Assignee will promptly execute and deliver such further assurances and documents and take such further action as Boeing may reasonably request in order to obtain the full benefits of
Assignee’s agreements in this paragraph. 
  
 7. Nothing
contained herein will subject Boeing to any liability to which it would not otherwise be subject under the Boeing Purchase Agreement or modify in any respect the contract rights of Boeing thereunder, or require Boeing to divest itself of title to or
possession of the Aircraft or other things until delivery thereof and payment therefor as provided therein. 
  


					
	 	  	 	  	 









 SAMPLE 
 Purchase Agreement Assignment 
  
 8. Notwithstanding anything in this Assignment to the contrary, after receipt of notice of any event of default or termination under [specify document], Boeing will continue to owe to Assignor moneys in payment of claims made or obligations
arising before such notice, which moneys may be subject to rights of set-off available to Boeing under applicable law. Similarly, after receipt of notice that such event of default or termination no longer continues, Boeing will continue to owe to
Assignee moneys in payment of claims made or obligations arising before such notice, which moneys may be subject to rights of set-off available to Boeing under applicable law. 
  
 9. Effective at any time after an event of default has occurred, and for so long as such event of default is continuing,
Assignor does hereby constitute Assignee, Assignor’s true and lawful attorney, irrevocably, with full power (in the name of Assignor or otherwise) to ask, require, demand, receive, and give acquittance for any and all moneys and claims for
moneys due and to become due under or arising out of the Boeing purchase Agreement in respect of the Aircraft, to the extent assigned by this Assignment. 
  
 10. Assignee agrees, expressly for the benefit of Boeing and Assignor that it will not disclose, directly or indirectly, any terms of the Boeing purchase
Agreement; provided, that Assignee may disclose any such information (a) to its special counsel and public accountants, (b) as required by applicable law to be disclosed or to the extent that Assignee may have received a subpoena or other written
demand under color of legal right for such information, but it will first, as soon as practicable upon receipt of such requirement or demand, furnish an explanation of the basis thereof to Boeing, and will afford Boeing reasonable opportunity, to
obtain a protective order or other reasonably satisfactory assurance of confidential treatment for the information required to be disclosed, and (c) to any bona fide potential purchaser or lessee of the Aircraft. Any disclosure pursuant to (a) and
(c) above will be subject to execution of a confidentiality agreement substantially similar to this paragraph 10. 
  
 11. This Assignment may be executed by the parties in separate counterparts, each of which when so executed and delivered will be an original, but all
such counterparts will together constitute but one and the same instrument. 
  


					
	 	  	 	  	 









 SAMPLE 
 Purchase Agreement Assignment 
  
 12. This Assignment will be governed by, and construed in accordance with, the laws of [                            ]. 
  

									
			
	 	 	 	 	 
	
	 	 	 	

	 as Assignor
	 	 	 	 as Assignee

					
	BY	 	 	 	 	 	BY	 	 
	 	 	
	 	 	 	 	 	

					
	Name:	 	 	 	 	 	Name:	 	 
					
	 Title:
	 	 	 	 	 	 Title:
	 	 

  
 [If the Assignment is further assigned
by Assignee in connection with a financing, the following language needs to be included.] 
  
 Attest: 
  
 The undersigned, as [Indenture
Trustee/Agent for the benefit of the Loan Participants/Mortgagee] and as assignee of, and holder of a security interest in, the estate, right, and interest of the Assignee in and to the foregoing purchase Agreement Assignment and the purchase
Agreement pursuant to the terms of a certain [Trust Indenture/Mortgage] dated as of                      agrees to the terms of the foregoing
purchase Agreement Assignment and agrees that its rights and remedies under such [Trust Indenture/Mortgage] shall be subject to the terms and conditions of the foregoing purchase Agreement Assignment, including, without limitation, paragraph 6.

  

			
	 [Name of Entity],
 as Indenture
Trustee/Agent

		
	By:	 	 
	 	 	

	Name:	 	 
	 Title:
	 	 

  


					
	 	  	 	  	 









 SAMPLE 
 Purchase Agreement Assignment 
  
 CONSENT AND AGREEMENT OF 
 THE BOEING COMPANY 
  

THE BOEING COMPANY, a Delaware corporation (Boeing), hereby acknowledges notice of and consents to the foregoing Purchase Agreement Assignment
(Assignment). Boeing confirms to Assignee that: all representations, warranties, indemnities and agreements of Boeing under the Boeing Purchase Agreement with respect to the Aircraft will, subject to the terms and conditions thereof and of the
Assignment, inure to the benefit of Assignee to the same extent as if Assignee were originally named “Customer” therein. 
  
 This Consent and Agreement will be governed by, and construed in accordance with, the law of the State of Washington, excluding the conflict of laws
principles thereof. 
  
 Dated as of
                , 20    . 
  

			
	THE BOEING COMPANY
		
	BY	 	 
	 	 	

	 Name:
	 	 
	 Title:
	 	 Attorney-in-Fact


  
 Aircraft Manufacturer’s Serial
Number(s)                          
  


					
	 	  	 	  	 









 SAMPLE 
 Post-Delivery Sale Notice 
  
 Boeing
Commercial Airplane Group 
 P.O. Box 3707 
 Seattle, Washington
98 124-2207 
  

	Attention:	Vice President - Contracts 


	    	Mail Stop 21-34 

  
 Ladies and Gentlemen: 
  
 In connection with the
sale by societe Air France (Seller) to                          (Purchaser) of the aircraft identified below, reference is
made to Purchase Agreement No. dated as of                 , 20    , between The Boeing Company (Boeing) and Seller (the Purchase
Agreement) under which Seller purchased certain Boeing Model                  aircraft, including the aircraft bearing Manufacturer’s Serial
No.(s)                                 (the Aircraft). The Purchase Agreement
incorporated by reference Aircraft General Terms Agreement AGTA-AFA (AGTA). 
  
 Capitalized terms used herein without definition will have the same meaning as in the Purchase Agreement. 
  
 Seller has sold the Aircraft, including in that sale the transfer to Purchaser of all remaining rights related to the Aircraft under the Purchase Agreement. To accomplish
this transfer of rights, as authorized by the provisions of the Purchase Agreement: 
  
 (1) Purchaser acknowledges it has reviewed the Purchase Agreement and agrees to be bound by and comply with all applicable terms and conditions of the Purchase Agreement, including, without limitation, the DISCLAIMER AND RELEASE
and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES in Article 11 of Part 2 of Exhibit C to the AGTA and the insurance provisions in Article 8.2 of the AGTA. Purchaser further agrees upon the written request of Boeing, to promptly execute and
deliver such further assurances and documents and take such further action as Boeing may reasonably request in order to obtain the full benefits of Purchaser’s agreements in this paragraph; and 
  
 (2) Seller will remain responsible for any payments due Boeing as a result of obligations
relating to the Aircraft incurred by Seller to Boeing prior to the effective date of this letter. 
  


					
	 	  	 	  	 









 SAMPLE 
 Post-Delivery Sale Notice 
  
 We request
that Boeing acknowledge receipt of this letter and confirm the transfer of rights set forth above by signing the acknowledgment and forwarding one copy of this letter to each of the undersigned. 
  

									
	 Very truly yours,
	 	 	 	 
			
	 societe Air France
	 	 	 	 Purchaser

					
	BY	 	 	 	 	 	BY	 	 
	 	 	
	 	 	 	 	 	

	 Its
	 	 	 	 	 	 Its
	 	 
	 	 	
	 	 	 	 	 	

	 Dated
	 	 	 	 	 	 Dated
	 	 
	 	 	
	 	 	 	 	 	


  
 Receipt of the above letter is
acknowledged and transfer of rights under the Purchase Agreement with respect to the Aircraft is confirmed, effective as of this date. 
  

			
	 THE BOEING COMPANY

		
	BY	 	 
	 	 	

	 Its
	 	 Attorney-in-Fact

	 Dated
	 	 
	 	 	


  
 Aircraft Manufacturer’s Serial
Number                                  
  


					
	 	  	 	  	 









 SAMPLE 
 Post-Delivery Lease Notice 
  
 Boeing
Commercial Airplane Group 
 P.O. Box 3707 
 Seattle, Washington
98124-2207 
  

	Attention:	Vice President - Contracts 


	    	Mail Stop 21-34 

  
 Ladies and Gentlemen: 
  
 In connection with the
lease by societe Air France (Lessor) to                      (Lessee) of the aircraft identified below, reference is made to Purchase
Agreement No. dated as of             , 20    , between The Boeing Company (Boeing) and Lessor (the Purchase Agreement) under which Lessor purchased
certain Boeing Model                  aircraft, including the aircraft bearing Manufacturer’s Serial No.(s)
                         (the Aircraft). The Purchase Agreement incorporated by reference Aircraft General Terms Agreement
AGTA-AFA (AGTA). 
  
 Capitalized terms used herein without definition will have
the same meaning as in the Purchase Agreement. 
  
 Lessor has leased the Aircraft,
including in that lease the transfer to Lessee of all remaining rights related to the Aircraft under the Purchase Agreement. To accomplish this transfer of rights, as authorized by the provisions of the Purchase Agreement: 
  
 (1) Lessor authorizes Lessee to exercise, to the exclusion of Lessor, all rights and powers
of Lessor with respect to the remaining rights related to the Aircraft under the Purchase Agreement. This authorization will continue until Boeing receives written notice from Lessor to the contrary, addressed to Vice President - Contracts, Mail
Stop 21-34, Boeing Commercial Ah-plane Group, P.O. Box 3707, Seattle, Washington 98124-2207. Until Boeing receives such notice, Boeing is entitled to deal exclusively with Lessee with respect to the Aircraft under the Purchase Agreement. With
respect to the rights and obligations of Lessor under the Purchase Agreement, all actions taken or agreements entered into by Lessee during the period prior to Boeing’s receipt of this notice are final and binding on Lessor. Further, any
payments made by Boeing as a result of claims made by Lessee will be made to the credit of Lessee. 
  
 (2) Lessee accepts the authorization above, acknowledges it has reviewed the Purchase Agreement and agrees to be bound by and comply with all applicable terms and conditions of the Purchase Agreement including,
without limitation, the DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES in Article 11 of Part 2 of Exhibit C AGTA and the insurance provisions in Article 8.2 of the AGTA. Lessee further agrees, upon the written
request of Boeing, to promptly execute and deliver such further assurances and documents and take such further action as 

  


					
	 	  	 	  	 











					
	 	  	SAMPLE	  	 
	 	  	Post-Delivery Lease Notice	  	 

  

 
Boeing may reasonably request in order to obtain the full benefits of Lessee’s agreements in this paragraph. 
  
 (3) Lessor will remain responsible for any payments due Boeing as a result of obligations
relating to the Aircraft incurred by Lessor to Boeing prior to the effective date of this Notice. 
  
 We request that Boeing acknowledges receipt of this letter and confirm the transfer of rights set forth above by signing the acknowledgment and forwarding one copy of this letter to each of the undersigned.

  

									
	 Very truly yours,
	 	 	 	 
			
	 societe Air France
	 	 	 	 Lessee

					
	BY	 	 	 	 	 	BY	 	 
	 	 	
	 	 	 	 	 	

	 Its
	 	 	 	 	 	 Its
	 	 
	 	 	
	 	 	 	 	 	

	 Dated
	 	 	 	 	 	 Dated
	 	 
	 	 	
	 	 	 	 	 	


  
 Receipt of the above letter is
acknowledged and transfer of rights under the Purchase Agreement with respect to the Aircraft is confirmed, effective as of this date. 
  

			
	 THE BOEING COMPANY

		
	By	 	 
	 	 	

	 Its
	 	 
	 	 	

	 Dated
	 	 
	 	 	


  
 Aircraft Manufacturer’s Serial
Number                                  
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 











					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 

  

 SAMPLE 
 Purchaser’s/Lessee’s Agreement 
  
 Boeing Commercial Airplane Group 
 P. O. Box 3707 
 Seattle, Washington 98 124-2207 
  

	Attention	Vice President - Contracts 


	    	Mail Stop 21-34 

  
 Ladies and Gentlemen: 
  
 In connection with the
sale/lease by societe Air France (Seller/Lessor) to
                                        
         (Purchaser/Lessee) of the aircraft identified below, reference is made to the following documents: 
  
 (i) Purchase Agreement No. dated as of                     ,
20    , between The Boeing Company (Boeing) and Seller/Lessor (the Purchase Agreement) under which Seller/Lessor purchased certain Boeing Model
                 aircraft, including the aircraft bearing Manufacturer’s Serial No.(s)
                                 (the Aircraft); and 
  
 (ii) Aircraft Sale/Lease Agreement dated as of
                    , 20    , between Seller/Lessor and Purchaser/Lessee (the Aircraft Agreement)
under which Seller/Lessor is selling/leasing the Aircraft. 
  
 Capitalized terms
used herein without definition will have the same meaning as in the Aircraft Agreement. 
  
 1. Seller/Lessor has sold/leased the Aircraft under the Aircraft Agreement, including therein a form of exculpatory clause protecting Seller/Lessor from liability for loss of or damage to the aircraft, and/or related incidental or
consequential damages, including without limitation loss of use, revenue or profit. 
  
 2. Disclaimer and Release; Exclusion of Liabilities 
  
 2.1 In accordance with Seller/Lessor's obligation under Article 9.5 of AGTA-AFA which was incorporated by reference into the Purchase Agreement, Purchaser/Lessee hereby agrees that: 
  
 2.2 DISCLAIMER AND RELEASE. IN CONSIDERATION OF THE SALE/LEASE OF THE
AIRCRAFT, PURCHASER/LESSEE HEREBY WAIVES, RELEASES AND RENOUNCES ALL WARRANTIES, OBLIGATIONS AND LIABILITIES OF BOEING AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF PURCHASER/LESSEE AGAINST BOEING, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE,
WITH RESPECT TO ANY NONCONFORMANCE OR DEFECT IN ANY AIRCRAFT, BOEING PRODUCT, MATERIALS, TRAINING, 

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 











					
	 	  	SAMPLE	  	 
	 	  	Purchaser’s/Lessee’s
Agreement	  	 

  

 
SERVICES OR OTHER THING PROVIDED UNDER THE AIRCRAFT AGREEMENT, INCLUDING, BUT NOT LIMITED TO: 
  

	 	(A)	ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS; 

  

	 	(B)	ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; 

  

	 	(C)	ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF BOEING; AND 

  

	 	(D)	ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO ANY AIRCRAFT. 

  
 2.3 EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES. BOEING WILL HAVE NO OBLIGATION OR LIABILITY, WHETHER ARISING IN
CONTRACT (INCLUDING WARRANTY), TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF BOEING, OR OTHERWISE, FOR LOSS OF USE, REVENUE OR PROFlT, OR FOR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES WITH RESPECT TO ANY NONCONFORMANCE OR DEFECT IN ANY
AIRCRAFT, MATERIALS, TRAINING, SERVICES OR OTHER THING PROVIDED UNDER THE AIRCRAFT AGREEMENT. 
  
 2.4 Definitions. For the purpose of this paragraph 2, “BOEING” or “Boeing” is defined as The Boeing Company, its divisions, subsidiaries, affiliates, the assignees of each, and their
respective directors, officers, employees and agents. 
  

									
	 societe Air France (Seller/Lessor)
	 	 	 	 Purchaser/Lessee

					
	BY	 	 	 	 	 	BY	 	 
	 	 	
	 	 	 	 	 	

	 Its
	 	 	 	 	 	 Its
	 	 
	 	 	
	 	 	 	 	 	

	 Dated
	 	 	 	 	 	 Dated
	 	 
	 	 	
	 	 	 	 	 	


  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 SAMPLE 
 Owner Appointment of Agent - Warranties 
  
 Boeing Commercial Airplane Group 
 P.O. Box 3707 
 Seattle, Washington 98 124-2207 
  

	Attention:	Vice President - Contracts 


	    	Mail Stop 21-34 

  
 Ladies and Gentlemen: 
  
 1. Reference is made to
Purchase Agreement No.      dated as of                  20    , between The Boeing Company (Boeing) and
societe Air France (Customer) (the Purchase Agreement), under which Customer purchased certain Boeing Model                  aircraft including the aircraft
bearing Manufacturer’s Serial No.(s)                              (the Aircraft). The Purchase
Agreement incorporated by reference Aircraft General Terms Agreement AGTA-AFA (AGTA). 
  
 Capitalized terms used herein without definition will have the same meaning as in the Purchase Agreement. 
  
 To accomplish the appointment of an agent, Customer confirms: 
  
 A. Customer has appointed
                                        
as agent (Agent) to act directly with Boeing with respect to the remaining warranties under the Purchase Agreement and requests Boeing to treat Agent as Customer for the administration of claims with respect to such warranties; provided however,
Customer remains liable to Boeing to perform the obligations of Customer under the Purchase Agreement. 
  
 B. Boeing may continue to deal exclusively with Agent concerning the matters described herein unless and until Boeing receives written notice from Customer to the contrary, addressed to Vice President - Contracts,
Mail Stop 21-34, Boeing Commercial Air-plane Group, P.O. Box 3707, Seattle, Washington 98124-2207, U.S.A. With respect to the rights and obligations of Customer under the Purchase Agreement, all actions taken by Agent or agreements entered into by
Agent during the period prior to Boeing’s receipt of such notice are final and binding on Customer. Further, any payments made by Boeing as a result of claims made by Agent will be made to the credit of Agent unless otherwise specified when
each claim is submitted. 
  
 C. Customer will remain responsible for any payments
due Boeing as a result of obligations relating to the Aircraft incurred by Customer to Boeing prior to the effective date of this Notice. 
  


					
	 	  	 	  	 









 SAMPLE 
 Owner Appointment of Agent - Warranties 
  
 We request that Boeing acknowledge receipt of this letter and confirm the appointment of Agent as stated above by signing the acknowledgment and forwarding one copy of this letter to each of the undersigned. 
  

			
	 Very truly yours,
  
 societe Air France

		
	 BY
	 	 
	 	 	


  


					
	 	  	 	  	 









 SAMPLE 
 Owner Appointment of Agent - Warranties 
  
 AGENTS AGREEMENT 
  
 Agent accepts the appointment
as stated above, acknowledges it has reviewed the Purchase Agreement and agrees that, in exercising any rights or making any claims thereunder, Agent will be bound by and comply with all applicable terms and conditions of the Purchase Agreement
including, without limitation, the DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES in Article 11 of Part 2 of Exhibit C to the AGTA. Agent further agrees, upon the written request of Boeing, to promptly execute
and deliver such further assurances and documents and take such further action as Boeing may reasonably request in order to obtain the full benefits of the warranties under the Purchase Agreement. 
  

			
	 Very truly yours,
  
 Agent

		
	BY	 	 
	 	 	

	 Its
	 	 
	 	 	

	 Dated
	 	 
	 	 	


  
 Receipt of the above letter is
acknowledged and the appointment of Agent with respect to the above-described rights under the Purchase Agreement is confirmed, effective as of this date. 
  

			
	 THE BOEING COMPANY

		
	By	 	 
	 	 	

	 Its
	 	 
	 	 	

	 Dated
	 	 
	 	 	


  
 Aircraft Manufacturer’s Serial
Number                               
  


					
	 	  	 	  	 









 SAMPLE 
 Contractor Confidentiality Agreement 
  
 Boeing Commercial Airplane Group 
 P.O. Box 3707 
 Seattle, Washington 98 124-2207 
  

	Attention:	Vice President - Contracts 


	    	Mail Stop 21-34 

  
 Ladies and Gentlemen: 
  
 This Agreement is
entered into between                      (Contractor) and societe Air France (Customer) and will be effective as of the date stated below.

  
 In connection with Customer’s provision to Contractor of certain
Materials, Proprietary Materials and Proprietary Information, reference is made to Purchase Agreement No. dated as of             , 20     between The Boeing Company (Boeing) and Customer. 
  
 Capitalized terms used herein without definition will have the same meaning as in the Purchase Agreement. 
  
 Boeing has agreed to permit Customer to make certain Materials, Proprietary Materials and
Proprietary Information relating to Customer’s Boeing Model              aircraft, Manufacturer’s Serial Number
             Registration No.              (the Aircraft) available to Contractor in connection with
Customer’s contract with Contractor (the Contract) to maintain/repair/modify the Aircraft. As a condition of receiving the Proprietary Materials and Proprietary Information, Contractor agrees as follows: 
  
 1. For purposes of this Agreement: 
  
 “Aircraft Software” means software that is installed and
used in the operation of an Aircraft. 
  
 “Materials” are defined as any and all items that are created by Boeing or a third party, which are provided directly or indirectly from Boeing and serve primarily to contain, convey or embody information. Materials may
include either tangible embodiments (for example, documents or drawings), or intangible embodiments (for example, software and other electronic forms) of information but excludes Aircraft software. 
  
 “Proprietary Information” means any and all proprietary,
confidential and/or trade secret information owned by Boeing or a Third Party which is contained, conveyed or embodied in Proprietary Materials. 
  
 “Proprietary Materials” means Materials that contain, convey, or embody Proprietary Information. 
  


					
	 	  	 	  	 









 SAMPLE 
 Contractor Confidentiality Agreement 
  
 “Third Party” means anyone other than Boeing, Customer and Contractor. 
  
 2. Boeing has authorized Customer to grant to Contractor a worldwide, non­exclusive, personal and nontransferable license to use Proprietary Materials and Proprietary
Information, owned by Boeing, internally in connection with performance of the Contract or as may otherwise be authorized by Boeing in writing. Contractor will keep confidential and protect from disclosure to any person, entity or government agency,
including any person or entity affiliated with Contractor, all Proprietary Materials and Proprietary Information. Individual copies of all Materials are provided to Contractor subject to copyrights therein, and all such copyrights are retained by
Boeing or, in some cases, by Third Parties. Contractor is authorized to make copies of Materials (except for Materials bearing the copyright legend of a Third Party) provided, however, Contractor preserves the restrictive legends and proprietary
notices on all copies. All copies of Proprietary Materials will belong to Boeing and be treated as Proprietary Materials under this Agreement. 
  
 3. Contractor specifically agrees not to use Proprietary Materials or Proprietary Information in connection with the manufacture or sale of any part or design. Unless
otherwise agreed with Boeing in writing, Proprietary Materials and Proprietary Information may be used by Contractor only for work on the Aircraft for which such Proprietary Materials have been specified by Boeing. Customer and Contractor recognize
and agree that they are responsible for ascertaining and ensuring that all Materials are appropriate for the use to which they are put. 
  
 4. Contractor will not attempt to gain access to information by reverse engineering, decompiling, or disassembling any portion of any software provided to Contractor
pursuant to this Agreement. 
  
 5. Upon Boeing’s request at any time,
Contractor will promptly return to Boeing (or, at Boeing’s option, destroy) all Proprietary Materials, together with all copies thereof and will certify to Boeing that all such Proprietary Materials and copies have been so returned or
destroyed. 
  
 6. To the extent required by a government regulatory agency having
jurisdiction over Contractor, Customer or the Aircraft, Contractor is authorized to provide Proprietary Materials and disclose Proprietary Information to the agency for the agency’s use in connection with Contractor’s, authorized use of
such Proprietary Materials and/or Proprietary Information in connection with Contractor’s maintenance, repair, or modification of the Aircraft. Contractor agrees to take reasonable steps to prevent such agency from making any distribution or
disclosure, or additional use of the Proprietary Materials and Proprietary Information so provided or disclosed. Contractor further agrees to promptly notify Boeing upon learning of any (i) distribution, disclosure, or additional use by such agency,
(ii) request to such agency for distribution, disclosure, or additional 

  


					
	 	  	 	  	 











					
	 	  	SAMPLE	  	 
	 	  	Contractor Confidentiality Agreement	  	 

  

 
use, or (iii) intention on the part of such agency to distribute, disclose, or make additional use of the Proprietary Materials or Proprietary Information.

  
 7. Boeing is a third-party beneficiary under this Agreement, and Boeing may
enforce any and all of the provisions of the Agreement directly against Contractor. Contractor hereby submits to the jurisdiction of the Washington state courts and the United States District Court for the Western District of Washington with regard
to any claims Boeing may make under this Agreement. It is agreed that Washington law (excluding Washington's conflict-of-law principles) governs this Agreement. 
  

8. No disclosure or physical transfer by Boeing or Customer to Contractor, of any Proprietary Materials or Proprietary Information covered by this Agreement will be
construed as granting a license, other than as expressly set forth in this Agreement or any ownership right in any patent, patent application, copyright or proprietary information. 
  
 9. The provisions of this Agreement will apply notwithstanding any markings or legends, or the absence thereof, on any Proprietary
Materials. 
  
 10. This Agreement is the entire agreement of the parties regarding
the ownership and treatment of Proprietary Materials and Proprietary Information, and no modification of this Agreement will be effective as against Boeing unless in writing signed by authorized representatives of Contractor, Customer and Boeing.

  
 11. Failure by either party to enforce any of the provisions of this Agreement
will not be construed as a waiver of such provisions. If any of the provision of this Agreement is held unlawful or otherwise ineffective by a court of competent jurisdiction, the remainder of the Agreement will remain in full force. 
  

									
	 ACCEPTED AND AGREED TO this
  
 Date:
                    , 20    
  
 societe Air France
	 	 	 	 Contractor

					
	BY	 	 	 	 	 	BY	 	 
	 	 	
	 	 	 	 	 	

					
	 Its
	 	 	 	 	 	 Its
	 	 
	 	 	
	 	 	 	 	 	


  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 PURCHASE AGREEMENT NUMBER 2344 
  
 between 
  
 THE BOEING COMPANY 
  
 and 
  
 SOCIETE AIR FRANCE 
  
 Relating to Boeing Model 747-428ER Freighter Aircraft 
  


					
	 	  	 	  	 









 TABLE OF CONTENTS 
  


					
	 	  	 	  	 SA
 NUMBER


	 ARTICLES
	  	 	  	 
			
	 1.
	  	Quantity, Model and Description	  	 
			
	 2.
	  	Delivery Schedule	  	 
			
	 3.
	  	Price	  	 
			
	 4.
	  	Payment	  	 
			
	 5.
	  	Miscellaneous	  	 
			
	 TABLE
	  	 	  	 
			
	 1.
	  	Aircraft Information Table	  	SA-4
			
	 EXHIBIT
	  	 	  	 
			
	 A.
	  	Aircraft Configuration	  	SA-1
			
	 B.
	  	Aircraft Delivery Requirements and Responsibilities	  	 
		
	 SUPPLEMENTAL EXHIBITS
	  	 
			
	 AEl.
	  	Escalation Adjustment/Airframe and Optional Features	  	 
			
	 BFEl.
	  	BFE Variables	  	 
			
	 CSl.
	  	Customer Support Variables	  	 
			
	 EEl.
	  	Engine Escalation/Engine Warranty and Patent Indemnity	  	 
			
	 SLPl.
	  	Service Life Policy Components	  	 

  


					
	 	  	 	  	 










					
	 	  	 	  	 SA
 NUMBER


			
	LETTER AGREEMENTS	  	 	  	 
			
	2344-01R2	  	Option Aircraft Cancelled	  	SA-4
			
	2344-02	  	JAA Certification and DGAC Validation	  	 
			
	2344-03	  	Spares Initial Provisioning	  	 
			
	6-1163-STE-3529Rl	  	Special Matters	  	SA-2
			
	6-1163-STE-3568	  	Aircraft Performance Guarantees	  	 
			
	6-1163-STE-3569	  	 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
	  	 
			
	6-1163-STE-3570	  	 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
	  	 
			
	6-1163-STE-3577	  	 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
	  	 
			
	6-1163-STE-3578	  	Contract Matters	  	 
			
	6-1163-STE-3579	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]	  	 
			
	6-1163-STE-3581	  	Configuration Matters	  	 
			
	6-1163-STE-3591	  	Configuration Matters – [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 	  	SA-1
			
	6-1163-KAC-0411	  	 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
	  	SA-4

  


					
	 	  	 	  	 









 Purchase Agreement No. 2344 
  
 between 
  
 The Boeing Company 
  
 and  
  
 société Air France 
  

  
 This Purchase Agreement No. 2344 dated as of April 25, 2001 between The Boeing Company (Boeing) and
société Air France (Customer) relating to the purchase and sale of Model 747-428ER Freighter aircraft incorporates the terms and conditions of the Aircraft General Terms Agreement dated as of April 25, 2001 between the parties,
identified as AGTA-AFA (AGTA). 
  

	Article 1.	Quantity, Model and Description. 

  
 The aircraft to be delivered to Customer will be designated as Model 747-428ER Freighter aircraft (the Aircraft). Boeing will manufacture and sell
to Customer Aircraft conforming to the configuration described in Exhibit A, which is part of this Purchase Agreement, in the quantities listed in Table 1 to the Purchase Agreement. 
  

	Article 2.	Delivery Schedule. 

  
 The scheduled months of delivery of the Aircraft are listed in the attached Table 1, which is part of this Purchase Agreement. Exhibit B, which is part of
this Purchase Agreement, describes certain responsibilities for both Customer and Boeing in order to accomplish the delivery of the Aircraft. 
  

	Article 3.	Price. 

  
 3.1 Aircraft Basic Price. The Aircraft Basic Price is listed in Table 1 in subject to escalation dollars. 
  
 3.2 Advance Payment Base Prices. The Advance Payment Base Prices
listed in Table 1 were calculated utilizing the latest escalation factors available to Boeing on the date of this Purchase Agreement projected to the month of scheduled delivery. 
  
 3.3 Boeing has not yet established the Aircraft Basic Price for Aircraft scheduled to be delivered after December 31, 2005.
The prices listed in Table 1 for such Aircraft are only to provide Customer with an estimate of the applicable Advance 

  


					
	 	  	 	  	 









 
Payment Base Prices. Accordingly, the Aircraft Basic Price for such Aircraft will be the sum of the Airframe Price, Optional Features Prices and the Engine
Price. 
  

	Article 4.	Payment. 

  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  
 4.3 For any Aircraft whose scheduled month of delivery is less than 24 months from the date of this Purchase Agreement, the
total amount of advance payments due for payment upon signing of this Purchase Agreement will include all advance payments which are past due in accordance with the standard advance payment schedule set forth in paragraph 4.2 above. 
  
 4.4 Customer will pay the balance of the Aircraft Price of each Aircraft at
delivery. 
  

	Article 5.	Miscellaneous. 

  
 5.1 Aircraft Information Table. Table 1 consolidates information contained in Articles 1, 2, 3 and 4 with respect to (i) quantity of Aircraft, (ii)
applicable Detail Specification, (iii) month and year of scheduled deliveries, (iv) Aircraft Basic Price, (v) applicable escalation factors and (vi) Advance Payment Base Prices and advance payments and their schedules. 
  
 5.2 Escalation Adjustment /Airframe and Optional Features.
Supplemental Exhibit AEL contains the applicable airframe and optional features escalation formula. 
  
 5.3 Buyer Furnished Equipment Variables. Supplemental Exhibit BFEl contains vendor selection dates, on dock dates and other variables applicable to
the Aircraft. 
  
 5.4 Customer Support Variables.
Supplemental Exhibit CS 1 contains the variable information applicable to information, training services and other things furnished by Boeing in support of the Aircraft. 
  


					
	 	  	 	  	 









 5.5 Engine Escalation Variables. Supplemental Exhibit EE 1 contains the applicable engine
escalation formula, the engine warranty and the engine patent indemnity for the Aircraft 
  
 5.6 Service Life Policy Component Variables. Supplemental Exhibit SLP1 lists the airframe and landing gear components covered by the Service Life Policy for the Aircraft. 
  
 5.7 Public Announcement. Boeing reserves the right to make a public
announcement regarding Customer’s purchase of the Aircraft upon approval of Boeing’s press release by Customer’s public relations department or other authorized representative. 
  
 5.8 Negotiated Agreement; Entire Agreement. This Purchase Agreement,
including the provisions of Article 8.2 of the AGTA relating to insurance, and Article 11 of Part 2 of Exhibit C of the AGTA relating to DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES, has been the
subject of discussion and negotiation and is understood by the parties; the Aircraft Price and other agreements of the parties stated in this Purchase Agreement were arrived at in consideration of such provisions. This Purchase Agreement, including
the AGTA, contains the entire agreement between the parties and supersedes all previous proposals, understandings, commitments or representations whatsoever, oral or written, and may be changed only in writing signed by authorized representatives of
the parties. 
  

									
	 SOCIETE AIR FRANCE
	 	 	 	 THE BOEING COMPANY

					
	By	 	 /s/ Pierre VELLAY
	 	 	 	By	 	 /s/ Illegible

	 	 	
	 	 	 	 	 	

	 Its
	 	 VP New Aircraft and Fleet Planning
	 	 	 	 Its
	 	 Attorney-in-Fact


  


					
	 	  	 	  	 









 Table 1 to Purchase Agreement 2344 
 Aircraft Delivery, Description, Price and Advance Payments 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  
  


					
	 	  	 	  	 









 AIRCRAFT CONFIGURATION 
  
 between 
  
 THE BOEING COMPANY 
  
 and 
  
 SOCIETE AIR FRANCE 
  
 Exhibit A to Purchase Agreement
Number 2344 
  


					
	 	  	 	  	 









 AIRCRAFT CONFIGURATION 
  
 Dated July 11 , 2001 
  
 relating to 
  
 BOEING MODEL 747-428ER Freighter AIRCRAFT 
  
 The Detail Specification is Boeing Detail Specification [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] dated as of
even date herewith. Such Detail Specification will be comprised of Boeing Configuration Specification [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
as amended to incorporate the Options listed below, including the effects on Manufacturer’s Empty Weight (MEW) and Operating Empty Weight (OEW). Such Options are set forth in Boeing Document [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. As soon as practicable, Boeing will furnish to Buyer copies of the Detail Specification, which copies will reflect such Options. The Aircraft Basic Price
reflects and includes all effects of such Options, except such Aircraft Basic Price does not include the price effects of any Buyer Furnished Equipment or Seller Purchased Equipment. 
  


					
	 	  	 	  	 










					
	 CR

	  	 Title

	  	 2000$
[CONFIDENTIAL
MATERIAL
OMITTED AND
FILED
SEPARATELY
WITH THE
SECURITIES
AND
EXCHANGE
COMMISSION
PURSUANT TO A
REQUEST FOR
CONFIDENTIAL
TREATMENT] 


	 _110-00003 1
	  	MAJOR MODEL 747 AIRPLANE	  	IB
			
	0110-000034	  	MINOR MODEL 747-400F FREIGHTER AIRPLANE	  	IB
			
	0110A438A30	  	LONGER RANGE 747400 FREIGHTER MODEL AIRPLANE.	  	IB
	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

  


					
	 	  	 	  	 









 AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES 
  
 between 
  
 THE BOEING COMPANY 
  
 and 
  
 SOCIETE AIR FRANCE 
  
 Exhibit B to Purchase Agreement Number 2344 
  


					
	 	  	 	  	 









 AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES 
  
 relating to 
  
 BOEING MODEL 747-428F AIRCRAFT 
  
 Both Boeing and Customer have certain documentation and approval responsibilities at various times during the construction cycle of Customer’s Aircraft that are
critical to making the delivery of each Aircraft a positive experience for both parties. This Exhibit B documents those responsibilities and indicates recommended completion deadlines for the actions to be accomplished. 
  










	1.	GOVERNMENT DOCUMENTATION REQUIREMENTS. 

  
 Certain actions are required to be taken by Customer in advance of the scheduled delivery month of each Aircraft with respect to obtaining certain government issued
documentation. 
  
 1.1 Airworthiness and Registration
Documents. 
  
 Not later than 6 months prior to delivery
of each Aircraft, Customer will notify Boeing of the registration number to be painted on the side of the Aircraft. In addition, and not later than 3 months prior to delivery of each Aircraft, Customer will, by letter to the regulatory
authority having jurisdiction, authorize the temporary use of such registration numbers by Boeing during the pre-delivery testing of the Aircraft. 
  
 Customer is responsible for furnishing any Temporary or Permanent Registration Certificates required by any governmental authority having jurisdiction to be displayed
aboard the Aircraft after delivery. 
  
 1.2 Certificate of
Sanitary Construction. 
  
 1.2.1 U.S.
Registered Aircraft. Boeing will obtain from the United States Public Health Service, a United States Certificate of Sanitary Construction to be displayed aboard each Aircraft after delivery to Customer. 
  
 1.2.2 Non-U.S. Registered Aircraft. If Customer
requires a United States Certificate of Sanitary Construction at the time of delivery of the Aircraft, Customer will give written notice thereof to Boeing at least 3 months prior to delivery. Boeing will then use its reasonable best efforts
to obtain the Certificate from the United States Public Health Service and present it to Customer at the time of Aircraft delivery. 
  
 1.3 Customs Documentation. 
  
 1.3.1 Import Documentation. If the Aircraft is intended to be exported from the United States, Customer must notify Boeing not
later than 3 months prior to delivery of each Aircraft of any documentation required by the customs authorities or by any other agency of the country of import. 
  
 1.3.2 General Declaration - U.S. If the Aircraft is intended to be exported from the United States,
Boeing will prepare Customs Form 7507, General Declaration, for execution by U.S. Customs immediately prior to the ferry flight of the Aircraft. For this purpose, Customer will furnish to Boeing not later than 20 days prior to delivery a
complete crew and passenger list and a complete ferry flight itinerary, including point of exit from the United States for the Aircraft. 
  


					
	 	  	 	  	 









 If Customer intends, during the ferry flight of an Aircraft, to land at a U.S. airport after clearing Customs at
delivery, Customer must notify Boeing not later than 20 days prior to delivery of such intention. If Boeing receives such notification, Boeing will provide to Customer the documents constituting a Customs permit to proceed, allowing such
Aircraft to depart after any such landing. Sufficient copies of completed Form 7507, along with passenger manifest, will be furnished to Customer to cover U.S. stops scheduled for the ferry flight. 
  
 1.3.3 Export Declaration - U.S. If the Aircraft is
intended to be exported from the United States, Boeing will prepare Form 7525V and, immediately prior to the ferry flight, will submit such Form to U.S. Customs in Seattle in order to obtain clearance for the departure of the Aircraft,
including any cargo, from the United States. U.S. Customs will deliver the Export Declaration to the U.S. Department of Commerce after export. 
  

	2.	INSURANCE CERTIFICATES. 

  
 Unless provided earlier, Customer will provide to Boeing not later than 30 days prior to delivery of the first Aircraft, a copy of the requisite
annual insurance certificate in accordance with the requirements of Article 8 of the AGTA. 
  

	3	NOTICE OF FLYAWAY CONFIGURATION. 

  
 Not later than 20 days prior to delivery of the Aircraft, Customer will provide to Boeing a configuration letter stating the requested
“flyaway configuration” of the Aircraft for its ferry flight. This configuration letter should include: 
  
 (i) the name of the company which is to furnish fuel for the ferry flight and any scheduled post-delivery flight training, the method of
payment for such fuel, and fuel load for the ferry flight; 
  
 (ii) the cargo to be loaded and where it is to be stowed on board the Aircraft, the address where cargo is to be shipped after flyaway and notification of any hazardous materials requiring special handling;

  
 (iii) any BFE equipment to be removed prior
to flyaway and returned to Boeing BFE stores for installation on Customer’s subsequent Aircraft; 
  
 (iv) a complete list of names and citizenship of each crew member and non-revenue passenger who will be aboard the ferry flight; and

  
 (v) a complete ferry flight itinerary.

  


					
	 	  	 	  	 










	4.	DELIVERY ACTIONS BY BOEING. 

  
 4.1 Schedule of Inspections. All FAA, Boeing, Customer and, if required, U.S. Customs Bureau inspections will be scheduled by Boeing for completion
prior to delivery or departure of the Aircraft. Customer will be informed of such schedules. 
  
 4.2 Schedule of Demonstration Flights. All FAA and Customer demonstration flights will be scheduled by Boeing for completion prior to delivery of the Aircraft. 
  
 4.3 Schedule for Customer’s Flight Crew. Boeing will inform
Customer of the date that a flight crew is required for acceptance routines associated with delivery of the Aircraft. 
  
 4.4 Fuel Provided by Boeing. Boeing will provide to Customer, without charge, the amount of fuel shown in U.S. gallons in the table below for the
model of Aircraft being delivered and full capacity of engine oil at the time of delivery or prior to the ferry flight of the Aircraft. 
  

			
	Aircraft Model

	 	Fuel Provided


	737	 	1,000
	747	 	4,000
	757	 	1,600
	767	 	2,000
	777	 	3,000

  
 4.5 Flight Crew and
Passenger Consumables. Boeing will provide reasonable quantities of food, coat hangers, towels, toilet tissue, drinking cups and soap for the first segment of the ferry flight for the Aircraft. 
  
 4.6 Delivery Papers, Documents and Data. Boeing will have available at
the time of delivery of the Aircraft certain delivery papers, documents and data for execution and delivery. If title for the Aircraft will be transferred to Customer through a Boeing sales subsidiary and if the Aircraft will be registered with the
FAA, Boeing will pre-position in Oklahoma City, Oklahoma, for filing with the FAA at the time of delivery of the Aircraft an executed original Form 8050-2, Aircraft Bill of Sale, indicating transfer of title to the Aircraft from Boeing’s sales
subsidiary to Customer. 
  
 4.7 Delegation of Authority. If
specifically requested in advance by Customer, Boeing will present a certified copy of a Resolution of Boeing’s Board of Directors, designating and authorizing certain persons to act on its behalf in connection with delivery of the Aircraft.

  


					
	 	  	 	  	 










	5.	DELIVERY ACTIONS BY CUSTOMER. 

  
 5.1 Aircraft Radio Station License. At delivery Customer will provide its Aircraft Radio Station License to be placed on board the Aircraft
following delivery. 
  
 5.2 Aircraft Flight Log. At
delivery Customer will provide the Aircraft Flight Log for the Aircraft. 
  
 5.3 Delegation of Authority. Customer will present to Boeing at delivery of the Aircraft an original or certified copy of Customer’s Delegation of Authority designating and authorizing certain persons to
act on its behalf in connection with delivery of the specified Aircraft. 
  


					
	 	  	 	  	 









 ESCALATION ADJUSTMENT 
  
 AIRFRAME AND OPTIONAL FEATURES 
  
 between 
  
 THE BOEING COMPANY 
  
 and 
  
 SOCIETE AIR FRANCE 
  
 Supplemental Exhibit AE1 to
Purchase Agreement Number 2344 
  


					
	 	  	 	  	 










	1.	Formula. 

  
 Airframe and Optional Features price adjustments (Airframe Price Adjustment) are used to allow prices to be stated in current year dollars at the signing
of this Purchase Agreement and to adjust the amount to be paid by Customer at delivery for the effects of economic fluctuation. The Airframe Price Adjustment will be determined at the time of Aircraft delivery in accordance with the following
formula: 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  
 Where: 
  

									
		
	 Pa
=
	 	Airframe Price Adjustment. (For Models 7 17-200, 737-600, 737-700, 737-800, 737-900, 777-200X and 777-300X the Airframe Price includes the Engine Price at its basic thrust
level.)
			
	 L =
	 	 .65 x (ECI
          ECIb)
	  	 
	 	 	  	where ECIb is the base year index (as set forth in Table 1 of
this Purchase Agreement)
	 M =
	 	 .35 x (ICI
          ICIb)
	  	 
	 	 	  	where ICIb is the base year index (as set forth in Table 1 of
this Purchase Agreement)
		
	 P =
	 	Airframe Price plus Optional Features Price (as set forth in Table 1 of this Purchase Agreement).
			
	 B =
	 	0.005 x (N/12) x (P)	  	where N is the calendar month and year of scheduled Aircraft delivery minus the calendar month and year of the Base Price Year, both as shown in Table 1 of this Purchase
Agreement.

  
 ECI is a value
determined using the U.S. Department of Labor, Bureau of Labor Statistics “Employment Cost Index for workers in aerospace manufacturing - Wages and Salaries” (ECI code 3721W), calculated by establishing a three-month arithmetic average
value (expressed as a decimal and rounded to the nearest tenth) using the values for the fifth, sixth and seventh months prior to the month of scheduled delivery of the applicable Aircraft. As the Employment Cost Index values are only released on a
quarterly basis, the value released for the month of March 

  


					
	 	  	 	  	 









 
will be used for the months of January and February; the value for June used for April and May; the value for September used for July and August; and the
value for December used for October and November. 
  
 ICI is a
value determined using the U.S. Department of Labor, Bureau of Labor Statistics “Producer Prices and Price Index - Industrial Commodities Index”, calculated as a 3-month arithmetic average of the released monthly values (expressed as a
decimal and rounded to the nearest tenth) using the values for the 5th, 6th and 7th months prior to the month of scheduled delivery of the applicable Aircraft. 
  

As an example, for an Aircraft scheduled to be delivered in the month of January, the months June, July and August of the preceding year will be
utilized in determining the value of ECI and ICI. 
  

			
	 Note:
	  	 i. In determining the values of L and M, all calculations and resulting values will be expressed as a decimal rounded to the nearest
ten-thousandth.
  
 ii. .65 is the numeric ratio attributed to labor in the
Airframe Price Adjustment formula.
  
 iii. .35 is the numeric ratio attributed to
materials in the Airframe Price Adjustment formula.
  
 iv. The denominators (base
year indices) are the actual average values reported by the U.S. Department of Labor, Bureau of Labor Statistics (base year June 1989 = 100). The applicable base year and corresponding denominator is provided by Boeing in Table 1 of this Purchase
Agreement.
  
 iv. The final value of Pa will be rounded to the nearest dollar.
  
 vi. The Airframe Price Adjustment will not be made if it will result in a decrease in the Aircraft Basic Price.


  

	2.	Values to be Utilized in the Event of Unavailability. 

  
 2.1 If the Bureau of Labor Statistics substantially revises the methodology used for the determination of the values to be used to determine the ECI and
ICI values (in contrast to benchmark adjustments or other corrections of previously released values), or for any reason has not released values needed to determine the applicable Airframe Price Adjustment, the parties will, prior to the delivery of
any such Aircraft, select a substitute from other Bureau of Labor Statistics data or similar data reported by non-governmental organizations. Such substitute will result in the same adjustment, insofar as possible, as would have been calculated
utilizing the original values adjusted for fluctuation during the applicable time period. However, if within 24 months after delivery of the Aircraft, the Bureau of Labor Statistics should resume 

  


					
	 	  	 	  	 









 
releasing values for the months needed to determine the Airframe Price Adjustment, such values will be used to determine any increase or decrease in the
Airframe Price Adjustment for the Aircraft from that determined at the time of delivery of the Aircraft. 
  
 2.2 Notwithstanding Article 2.1 above, if prior to the scheduled delivery month of an Aircraft the Bureau of Labor Statistics changes the base year for
determination of the ECI and ICI values as defined above, such re-based values will be incorporated in the Airframe Price Adjustment calculation. 
  
 2.3 In the event escalation provisions are made non-enforceable or otherwise rendered void by any agency of the United States Government, the parties
agree, to the extent they may lawfully do so, to equitably adjust the Aircraft Price of any affected Aircraft to reflect an allowance for increases or decreases in labor compensation and material costs occurring since February of the price base year
shown in the Purchase Agreement which is consistent with the applicable provisions of paragraph 1 of this Supplemental Exhibit AE1. 
  
 2.4 If within 12 months of Aircraft delivery, the published index values are revised due to an acknowledged error by the Bureau of Labor Statistics, the
Airframe Price Adjustment will be re-calculated using the revised index values (this does not include those values noted as preliminary by the Bureau of Labor Statistics). A credit memorandum or supplemental invoice will be issued for the Airframe
Price Adjustment difference. Interest charges will not apply for the period of original invoice to issuance of credit memorandum or supplemental invoice. 
  

			
	 Note:
	  	 i. The values released by the Bureau of Labor Statistics and available to Boeing 30 days prior to the scheduled delivery month of an Aircraft will
be used to determine the ECI and ICI values for the applicable months (including those noted as preliminary by the Bureau of Labor Statistics) to calculate the Airframe Price Adjustment for the Aircraft invoice at the time of delivery. The values
will be considered final and no Airframe Price Adjustments will be made after Aircraft delivery for any subsequent changes in published Index values, subject always to paragraph 2.4 above.
  
 ii. The maximum number of digits to the right of the decimal after rounding utilized in any
part of the Airframe Price Adjustment equation will be 4, where rounding of the fourth digit will be increased to the next highest digit when the 5th digit is equal to 5 or greater.


  


					
	 	  	 	  	 









 BUYER FURNISHED EQUIPMENT VARIABLES 
  
 between 
  
 THE BOEING COMPANY 
  
 and 
  
 SOCIETE AIR FRANCE 
  
 747-400ER Freighter 
  
 Supplemental Exhibit BFEl to Purchase Agreement Number 2344 
  


					
	 	  	 	  	 









 BUYER FURNISHED EQUIPMENT VARIABLES 
  
 relating to 
  
 BOEING MODEL 747-400ER FREIGHTER AIRCRAFT 
  
 This Supplemental Exhibit BFEl contains vendor selection dates, on-dock dates and other variables applicable to the Aircraft. 
  

	1.	Supplier Selection. 

  
 Customer will: 
  
 1.1 Select and notify Boeing of the suppliers and part numbers of the following BFE items by the following dates: 
  

			
		
	Galley System	 	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galley Inserts	 
	Seats (passenger)	 
	Overhead & Audio System	 
	Miscellaneous Emergency Equipment	 
	Cargo Loading System	 

  


					
	 	  	 	  	 









 On or before Feb-02, Boeing will provide to Customer a BFE Requirements On-Dock/Inventory Document (BFE Document) or an
electronically transmitted BFE report which may be periodically revised, setting forth the items, quantities, on-dock dates and shipping instructions relating to the in-sequence installation of BFE. For planning purposes, a preliminary BFE on-dock
schedule is set forth below: 
  

							
	 	 	 Item

	  	 Month of Delivery:

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


	 	 	 	  	Preliminary On-Dock Dates:	  	 
	 	 	 Galleys
	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]	  	 
	 	 	 Seats
	  	  	 
	 	 	 Electronics
	  	  	 
	 	 	 Miscellaneous /Emergency Equipment
	  	  	 
	 	 	 Textiles / RawMaterial
	  	  	 
	 	 	 Textiles / RawMaterial
	  	  	 
	 	 	 Cargo Loading System
	  	  	 
				
	 	 	 Item

	  	 Month of Delivery:

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


	 	 	 	  	Preliminary On-Dock Dates:	  	 
	 	 	 Galleys
	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]	  	 
	 	 	 Seats
	  	  	 
	 	 	 Electronics
	  	  	 
	 	 	 Miscellaneous /Emergency Equipment
	  	  	 
	 	 	 Textiles / RawMaterial
	  	  	 
	 	 	 Cargo Loading System
	  	  	 

  


					
	 	  	 	  	 









 CUSTOMER SUPPORT VARIABLES 
  
 between 
  
 THE BOEING COMPANY 
  
 and 
  
 SOCIETE AIR FRANCE 
  
 Supplemental Exhibit CS 1 to
Purchase Agreement Number 2344 
  


					
	 	  	 	  	 









 CUSTOMER SUPPORT VARIABLES 
  
 relating to 
  
 BOEING MODEL 747-428ER FREIGHTER AIRCRAFT 
  
 Customer and Boeing will conduct planning conferences approximately 12 months prior to delivery of the first Aircraft, or as mutually agreed, in order to develop and
schedule a customized Customer Support Program to be furnished by Boeing in support of the Aircraft. 
  
 The customized Customer Services Program will be based upon and equivalent to the entitlements summarized below. 
  

	1.	Maintenance Training. 

  

	 	1.1	Maintenance Training Differences Course covering operational, structural or systems differences between Customer's newly-purchased Aircraft and an aircraft of the same model
currently operated by Customer; [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 

  

	 	1.2	Cargo Loading Course; [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


  

	 	1.3	Training materials will be provided to each student. In addition, one set of training materials as used in Boeing’s training program, including visual aids, text and graphics
will be provided for use in Customer’s own training program. 

  

	2.	Plight Training. 

  

	 	2.1	Boeing will provide, if required, one classroom course to acquaint up to [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT] students with operational, systems and performance differences between Customer’s newly-purchased Aircraft and an aircraft of the same model currently operated by Customer. 

  

	 	2.2	Training materials will be provided to each student. In addition, one set of training materials as used in Boeing’s training program, including Computer Based Training
Courseware, lesson files on CD-ROM discs, instrument panel wall charts and video programs will be provided for use in Customer’s own training program. 

  


					
	 	  	 	  	 










	3.	Planning Assistance. 

  

	 	3.1	Maintenance and Ground Operations. 

  
 Upon request, Boeing will visit Customer’s main base to evaluate aircraft maintenance facilities, develop recommendations and assist in maintenance
planning. 
  

	 	3.2	Spares. 

  
 Boeing will revise, as applicable, the customized Recommended Spares Parts List (RSPL) and Illustrated Parts Catalog (IPC). 
  

	4.	Technical Data and Documents. 

  
 The following will be provided in mutually agreed to formats and quantities. Alternatively, as appropriate, Boeing will revise technical data and
documents provided with previously delivered aircraft. 
  

	 	4.1	Flight Operations. 

  
 Airplane Flight Manual 
 Operations Manual

 Quick Reference Handbook 
 Weight and Balance Manual 
 Dispatch Deviation Procedures Guide 
 Flight Crew Training Manual 
 Fault Reporting
Manual 
 Performance Engineer’s Manual 
 Jet Transport Performance Methods 
 FMC Supplemental Data Document 
 Operational Performance Software 
  

	 	4.2	Maintenance. 

  
 Aircraft Maintenance Manual 
 Wiring Diagram
Manual 
 Systems Schematics Manual 
 Structural Repair Manual 
 Overhaul/Component Maintenance Manual 
 Standard Overhaul Practices Manual 
 Standard
Wiring Practices Manual 
 Non-Destructive Test Manual 
 Service Bulletins and Index 
 Corrosion Prevention Manual 
 Baggage/Cargo Loading Manual 
 Fault Isolation
Manual 
 Fuel Measuring Stick Calibration Document 
 Power Plant Buildup Manual 
 Central Maintenance Computer Reporting Table 
 In Service Activity Report 
  


					
	 	  	 	  	 









 Significant Service Item Summary 
 All Operator Letters 
 Service Letters

 Structural Item Interim Advisory 
 Maintenance Tips 
 Production Management Database 
 Combined Index 
  

	 	4.3	Maintenance Planning. 

  
 Maintenance Planning Data Document 
 Maintenance Planning Data Tasks Masterfile 
 Maintenance Task Cards and Index 
 Maintenance Inspection Intervals Report 
  

	 	4.4	Spares. 

  
 Illustrated Parts Catalog 
 Standards Books

  

	 	4.5	Facilities and Equipment Planning. 

  
 Facilities and Equipment Planning Document 
 Special Tool & Ground Handling Equipment Drawings and Index 
 Supplementary Tooling Documentation 
 Illustrated Tool and Equipment List/Manual 
 Aircraft Recovery Document 
 Airplane Characteristics for Airport Planning Document 
 Airplane Rescue and Fire Fighting Document 
 Engine Handling Document 
  

	 	4.6	Supplier Technical Data. 

  
 Service Bulletins 
 Provisioning information

 Component Maintenance/Overhaul manuals 
 Publications Index 
 Product Support Supplier Directory 
  


					
	 	  	 	  	 









 ENGINE ESCALATION, 
 ENGINE WARRANTY AND PATENT INDEMNITY 
  
 between 
  
 THE BOEING COMPANY 
  
 and 
  
 SOCIETE AIR FRANCE 
  
 Supplemental Exhibit EEl to Purchase Agreement Number 2344 
  


					
	 	  	 	  	 









 ENGINE ESCALATION, 
 ENGINE WARRANTY AND PATENT INDEMNITY 
  
 relating to 
  
 BOEING MODEL 747-400ER Freighter AIRCRAFT

  
 This engine escalation formula is unique to Customer’s
Model 747-400ER Freighter 
 Aircraft and is limited to Two Firm Aircraft and Four Option Aircraft (See Letter 
 Agreement 6-1163-STE-3529) 
  

	1.	ENGINE ESCALATION. 

  
 The final purchase price of Engines purchased by Customer under the Purchase Agreement shall be arrived at pursuant to the following formula: 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] 
  
 Where: 
  

	 	Pn     =	Final purchase price, rounded to the nearest U.S. dollar, for a given Engine scheduled for delivery during month “n” 

  

	 	Pb      =	Base Price of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
applicable to such given Engines as set forth in Table 1 

  

	 	CPI   =	CPI for the sixth month preceding month “n” 

  

	 	CPIb  =	Composite Price Index (CPI) published by GE for the Pb 

  
 For purposes of the above-mentioned formula: 
  
 The factor CPI (n-6)/ CPIb by which
any Base Price is to be multiplied shall be calculated to the nearest three decimal places; if the fourth decimal place is five or more, the third decimal place shall be raised to the next higher number. 
  
 The (CPI) for a given month shall mean the weighted average of the following four Indices as
published by the U.S. Department of Labor, Bureau of Labor Statistics (the “Bureau”) where base year 1982 = 100. 
  

	(i)	 The Labor Index shall mean thirty percent (30%) of 100 times the quotient of the “Hourly Earnings of Aircraft Engine and Engine Parts Production Workers”,
SIC Code 3724, for the sixth month preceding such given month, divided by Eleven 



  


					
	 	  	 	  	 










	 	 
Dollar and Sixteen cents ($ 11.16), which represents the base year 1982. Such quotient shall be determined to the nearest three decimal places; the value of
the third decimal place shall be raised to the next higher number if the fourth decimal place has a value of five or more, the second decimal place shall be raised to the next higher number. 


  

	(ii)	The Industrial Commodities Index shall mean thirty percent (30%) of the Producer Price Index for “all commodities other than Farm and Foods”, Code 3-15, for the sixth
month preceding such given month, with a base period of 1982. 

  
 The Industrial Commodities Index shall be determined to the nearest two decimal places; if the third decimal place is five or more, the second decimal place shall be raised to the next higher number. 
  

	(iii)	The Metals and Metal Products Index shall mean thirty percent (30%) of the Producer Price Index for “Metals and Metal Products”, Code 10, for the sixth month preceding
such given month, with a base period of 1982. The Metals and Metal Products Index shall be determined to the nearest two decimal places; of the third decimal place is five or more, the second decimal place shall be raised to the next higher number.


  

	(iv)	The Fuel Index shall mean ten percent (10%) of the Producer Price Index for “Fuel and Related Products and Power”, Code 5, for the sixth month preceding such given month
preceding such given month, with a base period of 1982. The Fuel Index shall be determined to the nearest two decimal places; if the third decimal place is five or more, the second decimal place shall be raised to the next higher number.


  
 The CPI for a given month, as defined above, shall be determined
by using the four applicable Index value which the Bureau has published at the time of such calculation for the sixth month preceding such month. Each such CPI shall be determined to the nearest two decimal places; if the third decimal place is five
or more, the second decimal place shall be raised to the next higher number. 
  
 The final purchase price of a Engines shall not be subject to adjustment as a result of changes to such Index values occurring after the month of scheduled Engine delivery. In no event shall the invoice price be lower than the base price.

  
 (a) The values published by the Bureau of Labor Statistics and available to
Boeing 30 days prior to the scheduled delivery month of an aircraft will be used to determine the Average Hourly Earnings and Producer Price Indices (including those noted as preliminary by the Bureau of Labor Statistics). Such values will be
considered final and no Engine Price Adjustment will be made after Aircraft delivery for any subsequent changes in published Index values. 
  


					
	 	  	 	  	 









 (b) In the event the Engine price escalation provisions are made non-enforceable or otherwise rendered null and void by
any agency of the United States Government, or if the U.S. Department of Labor, Bureau of Labor Statistics (i) substantially revises the methodology (in contrast to benchmark adjustments or other corrections of previously published data) or (ii)
discontinues publication of any of the data referred to above, General Electric Company (GE) agrees to meet jointly with Boeing and Customer, (to the extent such parties may lawfully do so,) to jointly select a substitute for the revised or
discontinued data; such substitute data to lead in application to the same adjustment result, insofar as possible, as would have been achieved by continuing the use of the original data as it may have fluctuated had it not been revised or
discontinued. If such Engine price escalation provisions, methodology or data publication are subsequently reinstated, Boeing will make adjustments consistent with the-agreements defined in this agreement. 
  


					
	 	  	 	  	 










	2.	ENGINE WARRANTY AND PRODUCT SUPPORT PLAN. 

  
 Boeing has obtained from GE the right to extend to Customer the provisions of GE’s Warranty and Product Support Plan; subject, however, to Customer’s acceptance
of the conditions set forth herein and in such Warranty and Product Support Plan. Accordingly, Boeing hereby extends to Customer and Customer hereby accepts the provisions of GE’s Warranty and Product Support Plan hereinafter set forth, and
such Warranty and Product Support Plan shall apply to all CF6 turbofan engines including all Modules and Parts thereof (Engines) installed in the Aircraft at the time of delivery or purchased from Boeing by Customer for support of the Aircraft
except that, if Customer and GE have executed a General Terms Agreement, then the terms of that Agreement shall be substituted for and supersede the below-stated provisions and such provisions shall be of no force or effect and neither Boeing nor GE
shall have any obligation arising therefrom. In consideration for Boeing’s extension of the GE Warranty and Product Support Plan to Customer, Customer hereby releases and discharges Boeing from any and all claims, obligations and liabilities
whatsoever arising out of the purchase or use of such CF6 turbofan engines and Customer hereby waives, releases and renounces all its rights in all such claims, obligations and liabilities. 
  
 2.1. Title. GE warrants that at the date of delivery, GE has legal
title to and good and lawful right to sell its CF6 engine products and furthermore warrants that such title is free and clear of all claims, liens and encumbrances of any nature whatsoever. 
  
 2.2. Patents. 
  
 2.2.1. GE will handle all claims and defend any suit or proceeding brought
against Customer insofar as based on a claim that any product or part furnished under this Agreement constitutes an infringement of any patent of the United States, and will pay all damages and costs awarded therein against Customer. This paragraph
will not apply to any product or any part manufactured to Customer’s design or to the aircraft manufacturer’s design. As to such product or part, GE assumes no liability for patent infringement. 
  
 2.2.2. GE’s liability hereunder is conditioned upon Customer promptly
notifying GE in writing and giving GE authority, information and assistance (at GE’s expense) for the defense of any suit. In case said equipment or part is held in such suit to constitute infringement and the use of said equipment or part is
enjoined, GE shall expeditiously, at its own expense and at its option, either (1) procure for Customer the rights to continue using said product or part; (2) replace the same with satisfactory and noninfringing product or part; or (3) modify the
same so it becomes satisfactory 

  


					
	 	  	 	  	 









 
and noninfringing. The foregoing shall constitute the sole remedy of Customer and the sole liability of GE for patent infringement. 
  
 2.2.3. The above provisions also apply to products which are the same as
those covered by this Agreement and are delivered to Customer as part of the installed equipment on CF6 powered Aircraft. 
  
 2.3. Initial Warranty. GE warrants that CF6 engine products will conform to GE’s applicable specifications and will be free from defects in
material and workmanship prior to Customer’s initial use of such products. The provisions of the GE CF6 Product Support Plan shall apply. 
  
 2.4. Product Support Plan. GE warrants and extends to Customer the provisions of GE’s CF6 Product Support Plan in effect on the date of the
execution of this Purchase Agreement. 
  
 2.5. Warranty Pass
On. GE will, upon the written request of Customer, extend Warranty coverage to Engines, Modules and Parts sold by Customer to another operator to the extent only, however, that such coverage exists at the time of such sale and subject to the
provisions of the Warranty. 
  
 2.6. Limitations. THE
PROVISIONS SET FORTH HEREIN ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES WHETHER WRITTEN, ORAL OR IMPLIED. THERE ARE NO IMPLIED WARRANTIES OF FITNESS OR MERCHANTABILITY. SAID PROVISIONS SET FORTH THE MAXIMUM LIABILITY OF GE
WITH RESPECT TO CLAIMS OF ANY RIND, INCLUDING NEGLIGENCE, ARISING OUT OF MANUFACTURE, SALE, POSSESSION, USE OR HANDLING OF THE PRODUCTS OR PARTS THEREOF OR THEREFOR, AND IN NO EVENT SHALL GE’S LIABILITY TO CUSTOMER EXCEED THE PURCHASE PRICE OF
THE PRODUCT GIVING RISE TO CUSTOMERS CLAIM OR INCLUDE INCIDENTAL OR CONSEQUENTIAL DAMAGES. 
  


					
	 	  	 	  	 









 SERVICE LIFE POLICY COMPONENTS 
  
 between 
  
 THE BOEING COMPANY 
  
 and 
  
 SOCIETE AIR FRANCE 
  
 Supplemental Exhibit SLP1 to
Purchase Agreement Number 2344 
  


					
	 	  	 	  	 









 COVERED SERVICE LIFE COMPONENTS 
  
 relating to 
  
 BOEING MODEL 747 AIRCRAFT 
  
 This is the listing of Covered Components for the Aircraft which relate to Part 3, Boeing Service Life Policy of Exhibit C, Product Assurance
Document to the AGTA and is a part of Purchase Agreement No. 2344. 
  

	1.	Wing. 

  

	 	(a)	Upper and lower wing skins and stiffeners between the forward and rear wing spars. 

  

	 	(b)	Wing spar webs, chords, and stiffeners. 

  

	 	(c)	Inspar wing ribs. 

  

	 	(d)	Inspar splice plates and fittings. 

  

	 	(e)	Engine strut support fittings attached directly to wing primary structure. 

  

	 	(f)	Wing to body structural attachments. 

  

	 	(g)	Wing landing gear support structure. 

  

	 	(h)	Wing center section lower beams, spanwise beams and floor beams but not the seat tracks attached to the beams. 

  

	 	(i)	Spoiler support beam. 

  

	 	(j)	Support structure in the wing for spoilers and spoiler actuators, for aileron hinges and reaction links; and for leading edge devices and trailing edge flaps and winglet support
fittings. 

  

	 	(k)	Trailing edge flap tracks and carriages. 

  

	 	(l)	Aileron leading edge device and trailing edge flap internal, fixed attachment and actuator support structure. 

  


					
	 	  	 	  	 










	2.	Body. 

  

	 	(a)	External surface skins and doublers, longitudinal stiffeners, longerons and circumferential rings and frames between the forward pressure bulkhead and the vertical stabilizer rear
spar bulkhead and structural support and enclosure for the APU but excluding all system components and related installation and connecting devices, insulation, lining, and decorative panels and related installation and connecting devices.


  

	 	(b)	Window and windshield structure, but excluding the windows and windshields. 

  

	 	(c)	Fixed attachment structure of the passenger doors, cargo doors and emergency exits, excluding door mechanisms and movable hinge components. Sills and frames around the body openings
for the passenger doors, cargo doors and emergency exists, excluding scuff plates and pressure seals. 

  

	 	(d)	Nose wheel well structure including the wheel well walls, pressure deck, bulkheads, and landing gear beam support structure. 

  

	 	(e)	Wheel well structure for the wing and body gears including the ceiling, bulkheads and gear support structure. 

  

	 	(f)	Floor beams and support posts in the control cab, upper deck accommodation area and passenger cabin area, but excluding seat tracks. 

  

	 	(g)	Forward and aft pressure bulkheads. 

  

	 	(h)	Keel structure between the wing front spar bulkhead and the main gear wheel well aft bulkhead, including splices. 

  

	 	(i)	Tension ties aft of upper deck accommodation area. 

  

	 	(j)	Wing front, and rear spar support bulkheads, and vertical and horizontal stabilizer front and rear spar support bulkheads including terminal fittings but excluding all system
components and related installation and connecting devices, insulation, lining, and decorative panels and related installation and connecting devices. 

  

	 	(k)	Support structure in the body for the stabilizer pivot and stabilizer screw. 

  


					
	 	  	 	  	 










	3.	Vertical Tail. 

  

	 	(a)	Skins and stiffeners between the auxiliary and rear spars. 

  

	 	(b)	Front, rear and auxiliary spar chords, webs and stiffeners and attachment fittings between vertical stabilizer and body. 

  

	 	(c)	Inspar ribs. 

  

	 	(d)	Stabilizer to body attachment fittings and auxiliary spar link. 

  

	 	(e)	Support structure in the vertical stabilizer for rudder hinges, reaction links and actuator. 

  

	 	(f)	Rudder internal, fixed attachment and actuator support structure. 

  

	 	(g)	Rudder hinges and supporting ribs, excluding bearings. 

  

	4.	Horizontal Stabilizer. 

  

	 	(a)	Upper and lower skins and stiffeners between the auxiliary and rear spars. 

  

	 	(b)	Front, rear and auxiliary spar chords, webs and stiffeners. 

  

	 	(c)	Inspar ribs. 

  

	 	(d)	Stabilizer center section and fittings splicing to outboard stabilizer including pivot and screw support structure. 

  

	 	(e)	Support structure in the horizontal stabilizer for the elevator hinges, reaction links and actuators. 

  

	 	(f)	Elevator internal, fixed attachment and actuator support structure. 

  

	5.	Engine Strut. 

  

	 	(a)	Strut external surface skin and doublers and stiffeners. 

  

	 	(b)	Internal strut chords, frames and bulkheads. 

  

	 	(c)	Strut to wing fittings and diagonal brace. 

  

	 	(d)	Engine mount support fittings attached directly to strut structure. 

  


					
	 	  	 	  	 










	 	(e)	For Aircraft equipped with General Electric or Pratt & Whitney engines only, the engine-mounted support fittings. 

  

	6.	Main Landing Gear (Wing Mounted). 

  

	 	(a)	Outer cylinder. 

  

	 	(b)	Inner cylinder. 

  

	 	(c)	Truck beam. 

  

	 	(d)	Axles. 

  

	 	(e)	Walking beam and trunnion fork. 

  

	 	(f)	Drag brace. 

  

	 	(g)	Upper and lower side struts including spindles and universals. 

  

	 	(h)	Orifice support. 

  

	7.	Main Landing Gear (Body Mounted). 

  

	 	(a)	Outer cylinder. 

  

	 	(b)	Inner cylinder. 

  

	 	(c)	Truck beam. 

  

	 	(d)	Axles. 

  

	 	(e)	Upper and lower drag struts including spindles and universals. 

  

	 	(f)	Side brace. 

  

	 	(g)	Orifice support. 

  

	8.	Nose Landing Gear. 

  

	 	(a)	Outer cylinder. 

  

	 	(b)	Inner cylinder. 

  

	 	(c)	Orifice support tube. 

  


					
	 	  	 	  	 










	 	(d)	Upper and lower drag strut, including lock links. 

  

	 	(e)	Side struts. 

  

	 	(f)	Upper and lower tripod. 

  

	 	(g)	Steering plates and steering collar. 

  

	 	(h)	Torsion links. 

  

	 	(i)	Axles. 

  

	NOTE: 	The Service Life Policy does not cover any bearings, bolts, bushings, clamps, brackets, actuating mechanisms or latching mechanisms used in or on the Covered Components.


  


					
	 	  	 	  	 










					
	 [GRAPHIC]
  
	  	 	  	 
	 	  	The Boeing Company	  	 
	 	  	 P.O. Box 3707
	  	 
	 	  	 Seattle, WA 98124-2207
	  	 

  
 2344-02 
  
 société Air France 
 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

			
	Subject:	  	JAA Certification and DGAC Validation
		
	Reference:	  	Purchase Agreement 2344 (the Purchase Agreement) between The Boeing Company (Boeing) and société Air France (Customer) relating to Model 747-428ER Freighter Aircraft (the
Aircraft)

  
 This Letter Agreement amends the
Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement. 
  
 Notwithstanding the terms of Article 3 of the AGTA, each Aircraft at the time of delivery will comply with all the applicable FAA and JAA type design requirements (and
applicable requirements of the French Direction Générale Aviation Civile (DGAC)) as a condition of validation of the Aircraft for Export to France. Boeing agrees to perform any changes, modifications or additions to the Aircraft and to
conduct such studies and flight testing as may be required to comply with any applicable JAA (or DGAC) requirements which vary from or are in addition to the airworthiness requirements of the FAA for the issuance of an Export Certificate of
Airworthiness. 
  
 Customer will cooperate with and assist Boeing in Boeing’s
negotiations with the DGAC airworthiness authorities relating to the establishment and meeting of Aircraft airworthiness requirements. If delivery of the Aircraft is delayed by incorporation of any required DGAC change to the Aircraft, or is delayed
by the lack of additional validation, such delay will be deemed to be an excusable delay under the provisions of the Agreement. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Customer agrees to pay
Boeing’s reasonable price for any addition to, change, modification, testing, data, studies, registration or administrative fees (collectively called “Variance”) which is necessary to comply with any DGAC requirement which is in
addition to that required by the FAA or JAA as a condition of such validation. The Purchase Agreement, including the 

  


					
	 	  	 	  	 









 
Detail Specification and all other Exhibits, Attachments and Letter Agreement thereto, shall be appropriately amended to reflect the effects of any such
Variance. 
  

			
	 Very truly yours,
  
 THE BOEING COMPANY

		
	By	 	 /s/ Illegible

	 	 	

	 Its
	 	 Attorney-In-Fact


  
 ACCEPTED AND AGREED TO this

  
 Date: April 25, 2001 
  
 SOCIETE AIR FRANCE 
  

			
		
	By	 	 /s/ Pierre VELLAY

	 	 	

	 Its
	 	 VP New Aircraft and Fleet Planning


  


					
	 	  	 	  	 










					
	 [GRAPHIC]
  
	  	 	  	 
	 	  	 The _______ Company
	  	 
	 	  	 P.O. Box 3707
	  	 
	 	  	 Seattle, WA 98124-2207
	  	 

  
 2344-03 
  
 société Air France 
 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

			
	Subject:	  	Spares Initial Provisioning
		
	Reference:	  	Purchase Agreement No. 2344 (the Purchase Agreement) between The Boeing Company (Boeing) and société Air France (Customer) relating to Model 747-400ER Freighter aircraft (the
Aircraft)

  
 This Letter Agreement is entered into
on the date below, and amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement. 
  

	1.	Applicability. 

  
 This letter will apply to initial provisioning for the Model 747-400ER Freighter Aircraft purchased by Customer under the Purchase Agreement. 

 

	2.	Initial Provisioning Meeting. 

  
 Boeing will conduct an initial provisioning meeting (Initial Provisioning Meeting) with Customer to establish mutually agreeable procedures to accomplish
Customer’s initial provisioning of spare parts for the Aircraft. The parties will agree, during the Initial Provisioning Meeting on the operational data to be provided by Customer for Boeing’s use in preparing its quantity recommendations
for initial provisioning of spare parts for the Aircraft, exclusive of special tools, ground support equipment, engines and engine parts (Provisioning Items). Such operational data to be provided by Customer will be the data described in Chapter 6
of Boeing Manual D6-8 1834, entitled “Spares Provisioning Products Guide” (Boeing Spares Provisioning Products Guide) which will be furnished to Customer prior to the Initial Provisioning Meeting. The parties will also agree on the
provisioning documentation to be provided by Boeing as described in Boeing Spares Provisioning Products Guide (such data will be hereinafter referred to collectively as the “Provisioning Data”). Boeing will provide instruction in the use
of the initial provisioning documentation. This instruction will be provided in conjunction with the Initial Provisioning Meeting. In addition, the parties will discuss spares ordering procedures and other matters 

  


					
	 	  	 	  	 









 
related to the provisioning for the Aircraft. The time and location for such Initial Provisioning Meeting will be mutually agreed upon between the parties;
however, Boeing and Customer will use their best efforts to convene such meeting within 30 days after execution of the Purchase Agreement. 
  

	3.	Initial Provisioning Documentation. 

  
 3.1 Provisioning Data. Boeing will furnish Provisioning Data to Customer [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] The Provisioning Data will be as complete as possible and will cover Provisioning Items selected by Boeing for review by Customer for initial provisioning for the Aircraft.
The Provisioning Data will set forth the prices for Provisioning Items which are Boeing Spare Parts and such prices will be firm and remain in effect until the date or dates set forth below in Paragraph 4.1, Boeing Spare Parts, by which
orders must be placed with Boeing. Boeing will, from time to time, until a date approximately 90 days following delivery of the last Aircraft or until the delivery configuration of each of the Aircraft is reflected in the Provisioning Data,
whichever is later, furnish to Customer revisions to the Provisioning Data. 
  
 3.2 Provisioning IPC. Boeing will, on or about [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] furnish to
Customer a Boeing Illustrated Parts Catalog (IPC), hereinafter referred to as the “Provisioning IPC”. The Provisioning IPC will be as complete as possible and will cover Provisioning Items selected by Boeing for review by Customer for
initial provisioning for the Aircraft. Boeing will, from time to time, until a date approximately 90 days following delivery of the last Aircraft, or until the delivery configuration of each of the Aircraft is reflected in the Provisioning IPC,
whichever is later, furnish to Customer revisions to the Provisioning IPC. 
  
 3.3 Buyer Furnished Equipment (BFE) Provisioning Data. 
  
 3.3.1 Boeing’s Responsibility. Boeing will include BFE end items in the Provisioning Data and Provisioning IPC for BFE
installed on Customer’s Aircraft provided such equipment has been installed on other Aircraft by Boeing and Boeing has data on the BFE. 
  
 3.3.2 Customer’s Responsibility. Customer will be responsible for ensuring BFE data is provided to Boeing by the BFE supplier
in a format acceptable to Boeing for BFE not covered by 3.3.1 above. If the data is not provided to Boeing in a timely manner and in a format acceptable to Boeing, such BFE equipment will not be included in Boeing’s Provisioning Data or IPC.

  
 3.4 Other Data. Boeing will submit to Customer listings
of Raw Materials, Standard Parts and Bulk Materials to be used by Customer in the maintenance and repair of the Aircraft. 
  


					
	 	  	 	  	 










	4.	Purchase from Boeing of Spare Parts as Initial Provisioning for the Aircraft. 

  
 4.1 Boeing Spare Parts. Customer will place orders for Provisioning Items [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] provided, however, that in those instances where Boeing submits any revision to the Provisioning Data, Customer will place orders for Boeing
Spare Parts covered by such revision within 60 days following the date of such submittal. At Customer’s request, Boeing will process “controlled shipments” by shipping full or partial quantities of an order on a schedules by Customer,
provided the final shipment is made no later than 24 months after receipt of the order. 
  
 4.2 Supplier Provisioning Items. Customer may place orders with Boeing for Provisioning Items which are manufactured by suppliers or to their detailed design and are covered by the Provisioning Data as initial
provisioning for the Aircraft. The price to Customer for any such supplier Provisioning Item will be [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of
the supplier’s quoted price to Boeing therefor. If Customer elects to purchase such supplier Provisioning Items from Boeing, Customer will place its orders therefor in accordance with the provisions of Paragraph 4.1, Boeing Snare Parts.

  
 4.3 Ground Support Equipment and Special Tools.
Customer may place orders with Boeing for ground support equipment (GSE) and special tools manufactured by suppliers which Customer determines it will initially require for maintenance, overhaul and servicing of the Aircraft and/or engines. The
price to Customer for such GSE or special tools will be [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] percent [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of the supplier’s quoted price to Boeing therefor. If Customer elects to purchase such GSE and special tools from Boeing, Customer
will place its orders therefor by the date set forth in Paragraph 4.1, Boeing Spare Parts or such later date as the parties may mutually agree. 
  
 4.4 Snare Engines and Engine Snare Parts. Customer may place orders with Boeing for spare engines and/or engine spare parts which Customer
determines it will initially require for support of the Aircraft or for maintenance and overhaul of the engines. The price to Customer for such spare engines or such engine spare parts, will be [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of the engine manufacturer’s quoted price to Boeing for the engine, and [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of the engine manufacturer’s quoted price to Boeing for the engine spare parts. If Customer elects to purchase such spare engines or engine spare parts through Boeing,
Customer will place its orders on a date to be mutually agreed upon during the Initial Provisioning Meeting. 
  
 4.5 QEC Kits. Boeing will, on or about [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT] furnish to Customer a listing of all components which could be included in the Quick Engine Change (QEC) kits which may be purchased by Customer from Boeing. Customer agrees to review such listing and indicate
by marking on one 

  


					
	 	  	 	  	 









 
copy of such listing those components that Customer desires included in its QEC kits. Customer will return such marked copy to Boeing within 30 days after
Customer’s receipt of such listing. Within 30 days after Boeing’s receipt of such marked copy, Boeing will republish such listing to reflect only those components selected by Customer and will provide copies of such republished listing to
Customer. Boeing will from time to time furnish revisions to such republished listing until a date approximately 90 days after delivery of the last QEC kit ordered by Customer for the Aircraft. Boeing will furnish to Customer as soon as practicable
a statement setting forth a firm price for the QEC kit configuration selected by Customer. Customer agrees to place orders with Boeing for the QEC kits for the Aircraft by [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  
 4.6 Payment for Provisioning Items. The payment provisions of the Customer Services General Terms Agreement (CSGTA) between Boeing and Customer will be applicable to Provisioning Items ordered by Customer from Boeing for the
Aircraft. 
  

	5.	Delivery. 

  
 Boeing will, insofar as reasonably possible, deliver to Customer the Spare Parts ordered by Customer in accordance with the provisions of this letter on
dates reasonably calculated to conform to Customer’s anticipated needs in view of the scheduled deliveries of the Aircraft. Customer and Boeing will agree upon the date to begin delivery of the Provisioning Spare Parts ordered in accordance
with this letter. Where appropriate, Boeing will arrange for shipment of such Spare Parts, which are manufactured by suppliers, directly to Customer from the applicable supplier’s facility. The routing and method of shipment for initial
deliveries and all subsequent deliveries of such Spare Parts will be as mutually agreed between Boeing and Customer. 
  

	6.	Substitution for Obsolete Spare Parts. 

  
 6.1 Obligation to Substitute. In the event that, prior to delivery of the first Aircraft pursuant to the Purchase Agreement, any Spare Part
purchased by Customer from Boeing in accordance with this letter is rendered obsolete or unusable due to the redesign of the Aircraft or of any accessory, equipment or part therefor, (other than a redesign at Customer’s request), Boeing will
deliver to Customer new and usable Spare Parts in substitution for such obsolete or unusable Spare Parts and Customer will return the obsolete or unusable Spare Parts to Boeing. Boeing will credit Customer’s account with Boeing with the price
paid by Customer for any such obsolete or unusable Spare Part and will invoice Customer for the purchase price of any such substitute Spare Part delivered to Customer. 
  


					
	 	  	 	  	 









 6.2 Delivery of Obsolete Snare Parts and Substitutes Therefor. Obsolete or unusable Spare Parts
returned by Customer pursuant to this Item will be delivered to Boeing at its Seattle Distribution Center, or such other destination as Boeing may reasonably designate. Spare Parts substituted for such returned obsolete or unusable Spare Parts will
be delivered to Customer at Boeing’s Seattle Distribution Center, or such other Boeing shipping point as Boeing may reasonably designate. Boeing will pay the freight charges for the shipment from Customer to Boeing of any such obsolete or
unusable Spare Part and for the shipment from Boeing to Customer of any such substitute Spare Part. 
  

	7.	Repurchase of Provisioning Items. 

  
 7.1 Obligation to Repurchase. During a period commencing 1 year after delivery of the first Aircraft under the Purchase Agreement, and ending 5
years after such delivery, Boeing will, upon receipt of Customer’s written request and subject to the exceptions in Paragraph 7.2, Exceptions, repurchase unused and undamaged Provisioning Items which (i) were recommended by Boeing in the
Provisioning Data as initial provisioning for the Aircraft, (ii) were purchased by Customer from Boeing, and (iii) are surplus to Customer’s needs. 
  
 7.2 Exceptions. Boeing will not be obligated under Paragraph 7.1, Obligation to Repurchase, to repurchase any of the following: (i)
quantities of Provisioning Items in excess of those quantities recommended by Boeing in the Provisioning Data for the Aircraft, (ii) QEC Kits, Bulk Material Kits, Raw Material Kits, Service Bulletin Kits, Standards Kits and components thereof
(except those components listed separately in the Provisioning Data), (iii) Provisioning Items for which an order was received by Boeing more than 5 months after delivery of the last Aircraft, (iv) Provisioning Items which have become obsolete or
have been replaced by other Provisioning Items as a result of (a) Customer’s modification of the Aircraft or (b) design improvements by Boeing or the supplier (other than Provisioning Items which have become obsolete because of a defect in
design if such defect has not been remedied by an offer by Boeing or the supplier to provide no charge retrofit kits or replacement parts which correct such defect), and (v) Provisioning Items which become excess as a result of a change in
Customer’s operating parameters, provided to Boeing pursuant to the Initial Provisioning meeting in Paragraph 2, which were the basis of Boeing’s initial provisioning recommendations for the Aircraft. 
  
 7.3 Notification and Format. Customer will notify Boeing, in writing,
when Customer desires to return Provisioning Items which Customer’s review indicates are eligible for repurchase by Boeing under the provisions of this Repurchase of Provisioning Items paragraph. Customer’s notification will include a
detailed summary, in part number sequence, of the Provisioning Items Customer desires to return. Such summary will be in the form of listings, tapes, diskettes or 

  


					
	 	  	 	  	 









 
other media as may be mutually agreed between Boeing and Customer, and will include part number, nomenclature, purchase order number, purchase order date and
quantity to be returned. Within 5 business days after receipt of Customer’s notification, Boeing will advise Customer, in writing, when Boeing’s review of such summary will be completed. 
  
 7.4 Review and Acceptance by Boeing. Upon completion of Boeing’s
review of any detailed summary submitted by Customer pursuant to Paragraph 7.3, Boeing will issue to Customer a Material Return Authorization (MRA) for those Provisioning Items Boeing agrees are eligible for repurchase in accordance with this
Repurchase of Provisioning Items paragraph. Boeing will advise Customer of the reason that any spare part included in Customers detailed summary is not eligible for return. Boeings MRA will state the date by which Provisioning Items listed in the
MRA must be redelivered to Boeing and Customer will arrange for shipment of such Provisioning Items accordingly. 
  
 7.5 Price and Payment. The price of each Provisioning Item repurchased by Boeing pursuant to this Repurchase of Provisioning Items paragraph will
be an amount equal to 100% of the original invoice price thereof. In the case of Provisioning Items manufactured by a supplier which were purchased pursuant to Paragraph 4, Purchase from Boeing of Snare Parts as Initial Provisioning for the
Aircraft, hereof the repurchase price will not include Boeings 12% handling charge. Boeing will pay the repurchase price by issuing a credit memorandum in favor of Customer which may be applied against amounts due Boeing for the purchase of
aircraft, Spare Parts, services or data. 
  
 7.6 Delivery of
Provisioning Items. Provisioning Items repurchased by Boeing pursuant to this Repurchase of Provisioning Items paragraph will be delivered to Boeing F.O.B. at its Seattle Distribution Center, or such other destination as Boeing may reasonably
designate. Customer will pay the freight charges for the shipment from Customer to Boeing of any such Provisioning Items. 
  

	8.	Obsolete Spare Parts and Surplus Provisioning Items - Title and Risk of Loss. 

  
 Title to and risk of loss of any obsolete or unusable Spare Parts returned to Boeing pursuant to Paragraph 6,
Substitution for Obsolete Snare Parts, will pass to Boeing upon delivery thereof to Boeing. Title to and risk of loss of any Spare Part substituted for an obsolete or unusable Spare Part pursuant to Paragraph 6, Substitution for Obsolete
Snare Parts, will pass to Customer upon delivery thereof to Customer. Title to and risk of loss of any Provisioning Item repurchased by Boeing pursuant to Paragraph 7, Repurchase of Provisioning Items, will pass to Boeing upon delivery
thereof to Boeing. With respect to the obsolete or unusable Spare Parts which may be returned to Boeing and the Spare 

  


					
	 	  	 	  	 









 
Parts substituted therefor, pursuant to Paragraph 6, and the Provisioning Items which may be repurchased by Boeing, pursuant to Paragraph 7, the party which
has risk of loss of any such Spare Part or Provisioning Item will have the responsibility of providing any insurance coverage for it desired by such party. 
  

	9.	Supplier Support. 

  
 Boeing has entered, or anticipates entering, into product support agreements with suppliers (Boeing Suppliers) of major system components manufactured by
such Suppliers to be installed on the Aircraft (Supplier Components). Such product support agreements commit, or are expected to commit, the Boeing Suppliers to provide to Boeing’s customers and/or such customer’s designees support
services with respect to the Supplier Components which can be reasonably expected to be required during the course of normal operation. This support includes but is not limited to shelf-stock of certain spare parts, emergency spare parts, timely
delivery of spare parts, and technical data related to the Supplier Components. Copies of such product support agreements will be provided to Customer on or about March 1, 2002 in Boeing Document D6-56115, Volumes 1 and 2. In the event Customer has
used due diligence in attempting to resolve any difficulty arising in normal business transactions between Customer and a Boeing Supplier with respect to product support for a Supplier Component manufactured by such Supplier and if such difficulty
remains unresolved, Boeing will, if requested by Customer, assist Customer in resolving such difficulty. Assistance will be provided by the Customer Supplier Services organization. 
  


					
	 	  	 	  	 










	10.	Termination for Excusable Delay. 

  
 In the event of termination of the Purchase Agreement with respect to any Aircraft pursuant to Article 7 of the AGTA, such termination will, if Customer
so requests by written notice received by Boeing within 15 days after such termination, also discharge and terminate all obligations and liabilities of the parties as to any Spare Parts which Customer had ordered pursuant to the provisions of this
letter as initial provisioning for such Aircraft and which are undelivered on the date Boeing receives such written notice. 
  

			
	 Very truly yours,
  

	THE BOEING COMPANY
		
	By	 	 /s/ Illegible

	 	 	

	 Its
	 	 Attorney-In-Fact


  

			
	 ACCEPTED AND AGREED TO this
  

	 Date: April 25, 2001
  

	SOCIETE AIR FRANCE
		
	By	 	 /s/ Pierre VELLAY

	 	 	

	 Its
	 	 VP New Aircraft and Fleet Planning


  


					
	 	  	 	  	 










					
	 [GRAPHIC]
  
	  	 	  	 
	 	  	 The Boeing Company
	  	 
	 	  	 P.O. Box 3707
	  	 
	 	  	 Seattle, WA 98124-2207
	  	 

  
 6-1163-KAC-0365 
  
 société Air France 
 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

	Subject:	Letter Agreement No. 6-1163-KAC-0365 to Purchase Agreement No. 2344- Advance Payment Matters 

  
 This Letter Agreement amends Purchase Agreement No. 2344 dated April 25, 2001 (the Agreement) between The Boeing Company (Boeing) and
société Air France (Customer) relating to Model 747-400ERF aircraft (the Aircraft). 
  
 All terms used herein and in the Agreement, and not defined herein, will have the same meaning as in the Agreement. 
  

	1.	Advance Payments. 

  
 At execution of Supplemental Agreement No. 3 to the Agreement, Customer has paid to Boeing certain advance payments related to the remaining [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  


					
	 	  	 	  	 










	2	Confidential Treatment. 

  
 Customer understands that certain commercial and financial information contained in this Letter Agreement are considered by Boeing as confidential. Customer agrees that
it will treat this Letter Agreement and the information contained herein as confidential and will not, without the prior written consent of Boeing, disclose this Agreement or any information contained herein to any other person or entity.

  

			
	 Very truly yours,

	
	 THE BOEING COMPANY

		
	 By
	 	 Kris A. Campbell

	 	 	

	 Its
	 	 Attorney-In-Fact

	
	 ACCEPTED AND AGREED TO this

	
	 Date: January 9th, 2003

	
	 SOCIETE AIR FRANCE

		
	 By
	 	 /s/ Pierre VELLAY

	 	 	

	 Its
	 	 VP New Aircraft and Corp. Fleet Planning


  


					
	 	  	 	  	 










					
	 [GRAPHIC]
  
	  	 	  	 
	 	  	 The Boeing Company
	  	 
	 	  	 P.O. Box 3707
	  	 
	 	  	 Seattle, WA 98124-2207
	  	 

  
 6-1163-STE-3529R1 
  
 société Air France 
 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

	Subject:	Special Matters 

  

	Reference:	Purchase Agreement No. 2344 (the Purchase Agreement) between The Boeing Company (Boeing) and société Air France (Customer) relating to Model 747-428ER Freighter
aircraft (Aircraft) 

  
 This Letter Agreement amends and supplements
the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement. 
  
 This letter agreement replaces in its entirety Letter Agreement No. 6-1163-STE-3529 dated April 25, 2001. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] 
  


					
	 	  	 	  	 










	7.	Assignment. 

  
 The Credit Memoranda described in this Letter Agreement are provided as a financial accommodation to Customer in consideration of Customer becoming the
operator of the Aircraft, and cannot be assigned, in whole or in part, without the prior written consent of The Boeing Company. 
  


					
	 	  	 	  	 










	8.	Confidential Treatment. 

  
 Customer understands that certain commercial and financial information contained in this Letter Agreement are considered by Boeing as confidential.
Customer agrees that it will treat this Letter Agreement and the information contained herein as confidential and will not, without the prior written consent of Boeing, disclose this Letter Agreement or any information contained herein to any other
person or entity. 
  
 Very truly yours, 
  

			
	 THE BOEING COMPANY

		
	By	 	 /s/ Kris A. Campbell

	 	 	

	 Its
	 	 Attorney-In-Fact


  
 ACCEPTED AND AGREED TO this

  
 Date: January 11, 2002 
  

			
	 SOCIETE AIR FRANCE

		
	By	 	 /s/ Pierre VELLAY

	 	 	

	 Its
	 	 VP New Aircraft and Fleet Planning


  


					
	 	  	 	  	 









 ENGINE ESCALATION 
  
 The final purchase price of Engines purchased by Customer under the Purchase Agreement shall be arrived at pursuant to the following
formula: 
  

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


			
	 Where:
	  	 	  	 
			
	 Pn
	  	=	  	Final purchase price, rounded to the nearest U.S. dollar, for a given Engine scheduled for delivery during month “n”
			
	 Pb
	  	=	  	Base Price of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] applicable to such given Engines
as set forth in a purchase order
			
	 CPI
	  	=	  	CPI for the sixth month preceding month “n”
			
	 CPIb
	  	=	  	Composite Price Index (CPI) published by GE for the Pb

  
 For purposes of the above-mentioned
formula: 
  
 The factor CPI (n-6)/ CPIb by which any Base Price is to be multiplied shall be calculated to the nearest three decimal places; if the fourth decimal place is five or more, the third
decimal place shall be raised to the next higher number. 
  
 The (CPI) for a given
month shall mean the weighted average of the following four Indices as published by the U.S. Department of Labor, Bureau of Labor Statistics (the “Bureau”) where base year 1982 = 100. 
  

	(i)	The Labor Index shall mean thirty percent (30%) of 100 times the quotient of the “Hourly Earnings of Aircraft Engine and Engine Parts Production Workers”, SIC Code 3724,
for the sixth month preceding such given month, divided by Eleven Dollar and Sixteen cents ($11.16), which represents the base year 1982. Such quotient shall be determined to the nearest three decimal places; the value of the third decimal place
shall be raised to the next higher number if the fourth decimal place has a value of five or more, the second decimal place shall be raised to the next higher number. 

  

	(ii)	The Industrial Commodities Index shall mean thirty percent (30%) of the Producer Price Index for “all commodities other than Farm and Foods”, Code 3-15, for the sixth
month preceding such given month, with a base period of 1982. 

  
 The Industrial Commodities Index shall be determined to the nearest two decimal places; if the third decimal place is five or more, the second decimal place shall be raised to the next higher number. 
  

	(iii)	The Metals and Metal Products Index shall mean thirty percent (30%) of the Producer Price Index for “Metals and Metal Products”, Code 10, for the sixth month preceding
such given 

  


					
	 	  	 	  	 










	 	 
month, with a base period of 1982. The Metals and Metal Products Index shall be determined to the nearest two decimal places; of the third decimal place is
five or more, the second decimal place shall be raised to the next higher number. 


  

	(iv)	The Fuel Index shall mean ten percent (10%) of the Producer Price Index for “Fuel and Related Products and Power”, Code 5, for the sixth month preceding such given month
preceding such given month, with a base period of 1982. The Fuel Index shall be determined to the nearest two decimal places; if the third decimal place is five or more, the second decimal place shall be raised to the next higher number.


  
 The CPI for a given month, as defined above, shall be determined
by using the four applicable Index value which the Bureau has published at the time of such calculation for the sixth month preceding such month. Each such CPI shall be determined to the nearest two decimal places; if the third decimal place is five
or more, the second decimal place shall be raised to the next higher number. 
  
 The final purchase price of a Engines shall not be subject to adjustment as a result of changes to such Index values occurring after the month of scheduled Engine delivery. In no event shall the invoice price be lower than the base price.

  


					
	 	  	 	  	 










					
	 [GRAPHIC]
  
	  	 	  	 
	 	  	The Boeing Company	  	 
	 	  	P.O. Box 3707	  	 
	 	  	Seattle. WA 98124-2207	  	 

  
 6-1163-STE-3568 
  
 société Air France 
 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

	Subject:	Aircraft Performance Guarantees 

  

	Reference:	Purchase Agreement No. 2344 (the Purchase Agreement) between The Boeing Company (Boeing) and société Air France (Customer) relating to Model 747-428ER Freighter
aircraft (the Aircraft) 

  
 This Letter Agreement amends and
supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement. 
  
 Boeing agrees to provide Customer with the performance guarantees in the Attachment. These guarantees are exclusive and expire upon delivery of the Aircraft to Customer.

  
 Customer agrees not to disclose this Letter Agreement, attachments, or any
other information related to this Letter Agreement without prior written consent by Boeing. 
  

			
	Very truly yours,
	
	THE BOEING COMPANY
		
	By	 	/s/ Illegible
	 	 	

	 Its
	 	 Attorney-In-Fact

	
	 ACCEPTED AND AGREED TO this

		
	Date:	 	 April 25, 2001

	
	SOCIETE AIR FRANCE
		
	By	 	/s/ Pierre VELLAY
	 	 	

	 Its
	 	 VP New Aircraft and Fleet Planning


  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 MODEL 747-428ER FREIGHTER PERFORMANCE GUARANTEES 
 CF6-80C2B5F ENGINES 
  

			
	SECTION

	  	 CONTENTS


		
	1	  	 AIRCRAFT MODEL APPLICABILITY

		
	2	  	 FLIGHT PERFORMANCE

		
	3	  	 MANUFACTURER’S EMPTY WEIGHT

		
	4	  	 SOUND LEVELS

		
	5	  	 AIRCRAFT CONFIGURATION

		
	6	  	 GUARANTEE CONDITIONS

		
	7	  	 GUARANTEE COMPLIANCE

		
	8	  	 EXCLUSIVE GUARANTEES


  


					
	 	  	 	  	 









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


					
	 	  	 	  	 










					
	 	  	The Boeing Company	  	 
	 	  	P.O. Box 3707	  	 
	 	  	Seattle, WA 98124-2207	  	 

  
 6-1163-STE-3569 
  
 société Air France 
 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

			
	Subject:	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
		
	Reference:	  	 Purchase Agreement No. 2344 (the Purchase Agreement) between The Boeing Company (Boeing) and société
 Air France (Customer) relating to Model 747-400ER Freighter aircraft (the Aircraft)


  
 This Letter Agreement amends and
supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









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

	6.	Confidential Treatment. 

  
 Boeing and Customer agree that certain commercial and financial information contained in this Letter Agreement, including any attachments hereto, is
considered to be confidential and will not disclose this Letter Agreement or any information contained herein to any other person or entity. 
  

	7.	Assignment. 

  
 Neither party may assign this Letter Agreement without the express written approval of the other party. 
  


					
	 	  	 	  	 









 If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above,
please indicate your acceptance and approval below. 
  
 Very truly yours,

  

			
	THE BOEING COMPANY
		
	By	 	 /s/ Illegible

	 	 	

	 Its
	 	 Attorney-In-Fact


  
 ACCEPTED AND AGREED TO this

  
 Date: April 25, 2001 
  

			
	SOCIÉTÉ AIR FRANCE
		
	By	 	 /s/ Pierre VELLAY

	 	 	

	 Its
	 	 VP New Aircraft and Fleet Planning


  


					
	 	  	 	  	 










					
	 	  	 The Boeing Company
	  	 
	 	  	P.O. Box 3707	  	 
	 	  	Seattle, WA 98124-2207	  	 

  
 6-1163-STE-3570 
  
 société Air France 
 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

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

  

	Reference:	Purchase Agreement No. 2344 (the Purchase Agreement) between The Boeing Company (Boeing) and société Air France (Customer) relating to Model 747-400ER Freighter
aircraft (the Aircraft) 

  
 This Letter Agreement amends and
supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

  


					
	 	  	 	  	 









 2.3 Confidential Treatment. 
  
 Boeing and Customer agree that certain commercial and financial information contained in this Letter Agreement, including
any attachments hereto, is considered to be confidential and will not disclose this Letter Agreement or any information contained herein to any other person or entity. 
  
 If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your
acceptance and approval below. 
  

			
	Very truly yours,
	
	THE BOEING COMPANY
		
	By	 	 /s/ Illegible

	 	 	

	Its	 	Attorney-In-Fact

  

			
	ACCEPTED AND AGREED TO this
		
	 Date:
	 	 April 25, 2001

	
	SOCIÉTÉ AIR FRANCE
		
	By	 	 /s/ Pierre VELLAY

	 	 	

	Its	 	 VP New Aircraft and Fleet Planning


  


					
	 	  	 	  	 










					
	 	  	 The Boeing Company
	  	 
	 	  	P.O. Box 3707	  	 
	 	  	Seattle, WA 98124-2207	  	 

  
 6-1163-STE-3577 
  
 societe Air France 
 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

			
		
	 Subject:
	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
		
	 Reference:
	  	Purchase Agreement No. 2344 (the Purchase Agreement) between The Boeing Company (Boeing) and societe Air France (Customer) relating to Model 747-400ER Freighter aircraft (the
Aircraft)

  
 This Letter Agreement amends and
supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement. 
  
 Definition of Terms: 
  

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

  

	2.	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 

  

	3.	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 

  

	4.	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 

  

	5.	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 

  


					
	 	  	 	  	 










	6.	Confidential Treatment 

  
 Customer understands that certain commercial and financial information contained in this Letter Agreement are considered by Boeing as confidential.
Customer agrees that it will treat this Letter Agreement and the information contained herein as confidential and will not, without the prior written consent of Boeing, disclose this Letter Agreement or any information contained herein to any other
person or entity. 
  

			
	Very truly yours,
	
	THE BOEING COMPANY
		
	BY	 	/s/    Illegible        
	 	 	

	Its	 	Attorney-In-Fact

  

			
	ACCEPTED AND AGREED TO this
		
	 Date:
	 	 April 25, 2001


  

			
	SOCIETE AIR FRANCE
		
	By	 	 /s/ Pierre VELLAY         

	 	 	

	Its	 	 VP New Aircraft and Feet Planning


  


					
	 	  	 	  	 










					
	 	  	 The Boeing Company
	  	 
	 	  	P.O. Box 3707	  	 
	 	  	Seattle, WA 98124-2207	  	 

  
 6- 1163-STE-3578 
  
 societe Air France 
 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

			
	 Subject:
	  	Contract Matters
		
	 Reference:
	  	Purchase Agreement No. 2344 (the Purchase Agreement) between The Boeing-Company (Boeing) and societe Air-France (Customer) relating to Model 747-428ER Freighter aircraft (the
Aircraft)

  
 This Letter Agreement amends and
supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement. 
  

	1.	Deliver-v Notice Process 

  
 To assist Customer planning, Boeing will provide the following delivery date information: 
  
 1) 1 month prior to contract delivery month, Boeing will advise Customer of the target delivery date for the Aircraft.

  
 2) 2 month prior to contract delivery month, Boeing will
advise Customer of which week within the delivery month the Aircraft will deliver. 
  
 3) 6 month prior to contract delivery month, Boeing will advise Customer of which half of month (first half or second half) the Aircraft will deliver 
  

	2.	Service Life Policy. 

  
 2.1 Under the terms of paragraph 2.2.2 of Part 3 of Exhibit C, Product Assurance Document, of the Agreement, Boeing has provided a twelve year Service
Life Policy for specified primary structure components of the Aircraft. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  


					
	 	  	 	  	 










	3.	Price. 

  
 The price that Customer will pay for the Correction of a defective or failed SLP Component will be calculated pursuant to the following formula:

  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  
 where: 
  
 P = price to Customer for the
replacement part 
  
 C = SLP Component sales
price at time of Correction 
  
 T = total age in
months of the defective or failed SLP Component from the date of delivery to Customer to the date of discovery of such condition. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  

	4.	Sample Forms. 

  
 Appendix II through Appendix VII of the AGTA contain sample forms which are acceptable to Boeing. If in Customer’s normal course of business, Customer requires a change to one of these forms, Boeing agrees to
review Customer’s requested change and to negotiate in good faith customer requirements. 
  


					
	 	  	 	  	 










	5.	Maintenance Cost Protection Program. 

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

	6.	Warranty Response Times. 

  
 In order to satisfy Customer’s concerns related to Boeing’s elapsed time for processing warranty claims, Boeing provides the following: 
  
 6.1 Boeing acknowledges all warranty claims as soon as possible after receipt
of a claim from the Customer. In most cases, this occurs within 2 or 3 days after receipt of a claim. 
  
 6.2 Boeing’s objective is to promptly resolve all warranty claims with the customer in a reasonable period of time. Boeing’s current average,
response time is less than ten (10) days from receipt of a warranty claim from Customer. 
  
 6.3 All claims, by the nature of their technical complexity, will vary in the amount of research and deliberation required to provide an appropriate response. Even on the more complex issues, Boeing normally provides
a response within thirty (30) days after receipt of the claim from the Customer. 
  
 6.4 Considering the various levels of technical complexity, Boeing may at times exceed thirty (30) days to resolve such issues and provide a response. In such cases, and upon request from the Customer, Boeing will
provide an interim status on the progress of the response. 
  

	7.	Aircraft Noise. 

  
 Boeing will use best reasonable efforts, with the support of the Engine Manufacturer, to study noise reduction improvements that could be used to reduce
the community noise levels of Customer’s Aircraft. Boeing, with the support of the Engine Manufacturer, will periodically review study progress with Customer. In the advent of noise rule changes which adversely impact Customer’s Aircraft
operations and the noise reduction technology is feasible for retrofit, Boeing will offer to the Customer a priced master change retrofit kit. 
  


					
	 	  	 	  	 










	8.	 

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

	9.	Repair Turnaround Time. 

  
 Under the terms of paragraph 8.3.1 of Part 2 of Exhibit C to the AGTA, Boeing has stated turn around time objectives for repair of items returned under warranty. Boeing
will continue to work to ensure that such turn around time objectives are met by Boeing and its suppliers and will endeavor to improve turn around times in the future. 
  

	10.	FAA Manufacturer Changes 

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

	11.	Delivery Date – [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


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

	12.	Sample Insurance Certificate 

  
 Customer currently purchases Two Billion ($2,000,000,000) per occurrence airline liability insurance. After reviewing past certificates of insurance submitted by Customer
for the delivery of new Model 777-200 aircraft and determining that they satisfied the requirements of the AGTA, including Appendix I, the Boeing Aviation Risk Manager agrees with Customer that based on past practices Customer should have no problem
complying with current AGTA insurance requirements. 
  


					
	 	  	 	  	 









 Customer’s legal department is reviewing with their insurance brokers the Appendix I Insurance Certificate. Boeing
and Customer agree to defer finalizing this Appendix I until the legal department’s review is complete and to continue to negotiate in good faith any changes to this Appendix 1. Boeing and Customer will incorporate any revisions to this
appendix in the supplemental agreement that finalizes the aircraft configuration [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  

	13.	Confidential Treatment. 

  
 Customer understands that certain commercial and financial information contained in this Letter Agreement /and attachment(s) hereto/ are considered by Boeing as
confidential. Customer agrees that it will treat this Letter Agreement and the information contained herein as confidential and will not, without the prior written consent of Boeing, disclose this Letter Agreement or any information contained herein
to any other person or entity. 
  

			
	 Very truly yours,

	
	 THE BOEING COMPANY

		
	By	 	/s/    Illegible        
	 	 	

	Its	 	 Attorney-In-Fact


  

			
	 ACCEPTED AND AGREED TO this

	
	 Date: April 25, 2001


  

			
	
	 SOCIETE AIR FRANCE

		
	 By
	 	 /s/ Pierre VELLAY

	 	 	

	 Its
	 	 VP New Aircraft and Fleet Planning


  


					
	 	  	 	  	 










					
	 	  	 The Boeing Company
	  	 
	 	  	 P.O. Box 3707
	  	 
	 	  	 Seattle, WA 98124-2207
	  	 

  
 6-1163-STE-3579 
  
 societe Air France 
 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

			
	 Subject:
	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
	 	  	 
	 Reference:
	  	Purchase Agreement No. 2344 (the Purchase Agreement) between The Boeing Company (Boeing) and societe Air France (Customer) relating to Model 747-428F aircraft (the Aircraft)

  
 This Letter Agreement amends and
supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement. 
  

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

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










	2.	Exclusive Rights. 

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

	3.	Confidential Treatment. 

  
 Customer understands that certain commercial and financial information contained in this Letter Agreement are considered by Boeing as confidential.
Customer agrees that it will treat this Letter Agreement and the information contained herein as confidential and will not, without the prior written consent of Boeing, disclose this Letter Agreement or any information contained herein to any other
person or entity. 
  

			
	 Very truly yours,

	
	 THE BOEING COMPANY

		
	By	 	/s/    Illegible        
	 	 	

	Its	 	 Attorney-In-Fact


  

			
	 ACCEPTED AND AGREED TO this

	
	 Date: April 25, 2001


  

			
	
	 SOCIETE AIR FRANCE

		
	By	 	 /s/ Pierre VELLAY

	 	 	

	Its	 	 VP New Aircraft and Fleet Planning


  


					
	 	  	 	  	 










					
	 	  	 The Boeing Company
	  	 
	 	  	 P.O. Box 3707
	  	 
	 	  	 Seattle, WA 98124-2207
	  	 

  
 6-1163-STE-3581 
  
 société Air France 
 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

			
	 Subject:
	  	 Configuration Matters

	 	  	 
	 Reference:
	  	Purchase Agreement No. 2344 (the Purchase Agreement) between The Boeing Company (Boeing) and société Air France (Customer) relating to Model 747-428F aircraft (the
Aircraft)

  
 This Letter Agreement amends and
supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement. 
  

	1.	Open Options 

  
 Boeing and Customer have identified certain Option Features in Exhibit A to the Purchase Agreement, which are part of Customers Model 747-400ER Freighter
configuration. The options listed in Attachments A and B to this letter are in an Open status pending either Boeing providing offerability, pricing or further information to assist Buyer’s evaluation. Boeing will provide pricing information
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. Customer shall make its decision to accept or reject the options [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. On a case by case basis Boeing will entertain Customer’s request for an extension of such acceptance date. 
  
 Customer has identified the following two options where they have requested Boeing to review
the prices and to provide Customer with additional information and price justification: 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










	2.	Pricing Update 

  
 Upon final selection of the optional features, Boeing and Customer agree to enter into a supplemental agreement to the Purchase Agreement to revise the
Aircraft prices and Exhibit A to reflect the final options package. 
  

	3.	Confidential Treatment. Customer understands that certain commercial and financial information contained in this Letter Agreement and attachments hereto are considered by
Boeing as confidential. Customer agrees that it will treat this Letter Agreement and the information contained herein as confidential and will not, without the prior written consent of Boeing, disclose this Letter Agreement or any information
contained herein to any other person or entity. 

  
 Very truly
yours, 
  

			
	THE BOEING COMPANY
		
	By	 	 /s/ Illegible

	 	 	

	 Its
	 	 Attorney-In-Fact


  
 ACCEPTED AND AGREED TO this

  
 Date: April 25, 2001 
  
 SOCIETE AIR FRANCE 
  

			
		
	By	 	 /s/ Pierre VELLAY

	 	 	

	 Its
	 	 VP New Aircraft and Fleet Planning


  


					
	 	  	 	  	 










					
	 Package A Open Items
 CR /
TITLE

	  	 PRICE [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

	  	F/O
PRICE
2000$



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


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










					
	 	  	The Boeing Company	  	 
	 	  	 P.O. Box 3707
	  	 
	 	  	 Seattle. WA 98124-2207
	  	 
	 	  	 	  	 
	 6-1163-STE-3591
	  	 	  	 

  
 société Air France

 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

	Subject:	Configuration Matters–[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


  

	Reference:	Purchase Agreement No. 2344 (the Purchase Agreement) between The Boeing Company (Boeing) and société Air France (Customer) relating to Model 747-428ER Freighter
aircraft (the Aircraft) 

  
 This Letter Agreement amends and
supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement. 
  

	1.	Options - [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


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


					
	 	  	 	  	 










	2.	Confidential Treatment. Customer understands that certain commercial and financial information contained in this Letter Agreement and attachments hereto are considered by
Boeing as confidential. Customer agrees that it will treat this Letter Agreement and the information contained herein as confidential and will not, without the prior written consent of Boeing, disclose this Letter Agreement or any information
contained herein to any other person or entity. 

  
 Very truly
yours, 
  

			
	 THE BOEING COMPANY

		
	By	 	 /s/ Illegible

	 	 	

	 Its
	 	 Attorney-In-Fact


  

			
	 ACCEPTED AND AGREED TO this
  
 Date: July 11, 2001


  

			
	 SOCIETE, AIR FRANCE

		
	By	 	/s/    Pierre Vellay        
	 	 	

	 	 	Pierre Vellay
	 Its
	 	Vice President New Aircraft and Cornorate Fleet Planning

  


					
	 	  	 	  	 










					
	 	  	The Boeing Company	  	 
	 	  	P.O. Box 3707	  	 
	 	  	Seattle, WA 98124-2207	  	 
	 	  	 	  	 
	 6-1163-KAC-0411
	  	 	  	 

  
 société Air France

 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

	Subject:	Letter Agreement No. 6-1 163-KAC-0411 to Purchase Agreement No. 2344- [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] 

  
 This Letter Agreement amends
Purchase Agreement No. 2344 dated April 25, 2001 (the Agreement) between The Boeing Company (Boeing) and société Air France (Customer) relating to Model 747-400ERF aircraft (the Aircraft). 
  
 All terms used herein and in the Agreement, and not defined herein, will have the same
meaning as in the Agreement. 
  

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

  


					
	 	  	 	  	 










	2.	Confidential Treatment. 

  
 Customer understands that certain commercial and financial information contained in this Letter Agreement are considered by Boeing as confidential. Customer agrees that it will treat this Letter Agreement and the
information contained herein as confidential and will not, without the prior written consent of Boeing, disclose this Agreement or any information contained herein to any other person or entity. 
  
 Very truly yours, 
  

			
	 THE BOEING COMPANY

		
	By	 	 /s/ Kris A. Campbell

	 	 	

	 Its
	 	 Attorney-In-Fact


  
 ACCEPTED AND AGREED TO this

  
 Date: September 15, 2003 
  

			
	 SOCIETE AIR FRANCE

		
	 	 	 /s/ Pierre Velley

	 	 	

	 	 	 Pierre Velley

	 Its:
	 	Vice President New Aircraft and Cornorate Fleet Planning