Purchase Agreement No. 1966 between The Boeing Company and Air France



 Exhibit 10.4 
  
 Confidential material has been omitted and filed separately with the Commission 
  
 ORIGINAL RECEIVED BY 6-1131 
  
 DEC 06 1996 
  
 PURCHASE AGREEMENT 
  
 between 
  
 THE BOEING COMPANY 
  
 and 
  
 COMPAGNIE NATIONALE AIR FRANCE 
  
 Relating to Boeing Model 777 Aircraft 
  
 Purchase Agreement Number 1966 
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 TABLE OF CONTENTS 
  


							
	 ARTICLES

	  	Page
Number

	  	SA
Number


				
	 1.
	  	Subject Matter of Sale	  	l - 1	  	SA-7
				
	 2.
	  	Delivery, Title and Risk of Loss	  	2 - 1	  	 
				
	 3.
	  	Price of Aircraft (Model 777-200ER)	  	3 - 1	  	SA-7
				
	 3A.
	  	Price of Aircraft (Model 777-300ER)	  	3 - 3	  	SA-7
				
	 4.
	  	Taxes	  	4 - 1	  	 
				
	 5.
	  	Payment	  	5 - 1	  	SA-7
				
	 6.
	  	Excusable Delay	  	6 - 1	  	 
				
	 7.
	  	Changes to the Detail Specification	  	7 - 1	  	 
				
	 8.
	  	Federal Aviation Requirements and Certificates and Export License	  	8 - 1	  	SA-7
				
	 9.
	  	Representatives, Inspection, Flights and Test Data	  	9 - 1	  	 
				
	 10.
	  	Assignment, Resale or Lease	  	10 - 1	  	 
				
	 11.
	  	Termination for Certain Events	  	11 - 1	  	 
				
	 12.
	  	Product Assurance; Disclaimer and Release; Exclusion of Liabilities; Customer Support; Indemnification and Insurance	  	12 - 1	  	 
				
	 13.
	  	Buyer Furnished Equipment and Spare Parts	  	13 - 1	  	 
				
	 14.
	  	Contractual Notices and Requests	  	14 - 1	  	 
				
	 15.
	  	Miscellaneous	  	15 - 1	  	 

  


					
	 	  	 	  	 










					
	TABLES	  	 
			
	 1.
	  	Aircraft Delivery, Price & Description	  	SA-10
			
	 2.
	  	Aircraft Delivery, Price & Description	  	SA-14

  
 TABLE OF CONTENTS

  

					
	 EXHIBITS

	  	 	  	SA Number


			
	 A-200-R1
	  	Aircraft Configuration -	  	SA-1
			
	 A-200-R2
	  	Aircraft Configuration - Block B Aircraft	  	SA-3
			
	 A-300
	  	Aircraft Configuration - Block C Aircraft	  	SA-11
			
	 B
	  	Product Assurance Document	  	SA-7
			
	 C
	  	Customer Support Document	  	 
			
	 C-l
	  	Customer Support Document	  	SA-7
			
	 D
	  	Price Adjustments Due to Economic Fluctuations - Airframe and Engines	  	SA-5
			
	 D-l
	  	Price Adjustments Due to Economic Fluctuations - Engines Block B Aircraft	  	SA-5
			
	 D-1A
	  	Engine Price Adjustment Block B Aircraft delivering after November 2001	  	SA-10
			
	 D-2
	  	Escalation Adjustment Airframe and Optional Features Block C Aircraft	  	SA-7
			
	 E
	  	Buyer Furnished Equipment Provisions Document	  	 
			
	 E-l
	  	Buyer Furnished Equipment Provisions Document	  	SA-7
			
	 F
	  	Defined Terms Document	  	 

  


					
	 	  	 	  	 










					
	 LETTER AGREEMENTS

	  	SA Number


			
	 1966-1
	  	Aircraft Configuration Matters	  	 
	 	  	(Model 777-200 Only)	  	 
			
	 1966-2
	  	Spares Initial Provisioning Data	  	 
	 	  	(Model 777-200 Only)	  	 
			
	 1966-02-1Rl
	  	Spares Initial Provisioning Data	  	SA-9
	 	  	(Model 777-300 Only)	  	 
			
	 1966-3
	  	Flight Crew Training Spare Parts Support	  	 
	 	  	(Model 777-200 Only)	  	 
			
	 1966-4
	  	Contract Matters	  	 
	 	  	(Model 777-200 and Model 777-300ER)	  	 
			
	 1966-5R8
	  	Option Aircraft	  	SA-10
	 	  	(Model 777-200 Only)	  	 
			
	 1966-05-1Rl
	  	Option Aircraft Model	  	SA-9
	 	  	(Model 777-300 Only)	  	 
			
	 1966-6Rl
	  	Installation of Cabin Systems Equipment	  	SA-1
	 	  	(Model 777-200 Only)	  	 
			
	 1966-06-l
	  	Installation of Cabin Systems Equipment	  	SA-7
	 	  	(Model 777-300ER Only)	  	 
			
	 1966-7Rl
	  	JAA Certification & DGAC Validation	  	SA-7
	 	  	(Model 777-200 and Model 777-300)	  	 
			
	 1966-8
	  	Customer Support Matters	  	 
	 	  	(Model 777-200 Only)	  	 
			
	 1966-9
	  	Product Assurance Matters	  	 
	 	  	(Model 777-200 and Model 777-300)	  	 
			
	 1966-10
	  	Seller Purchased Equipment	  	 
	 	  	(Model 777-200 Only)	  	 
			
	 1966-10-l
	  	Seller Purchased Equipment	  	SA-7
	 	  	(Model 777-300 Only)	  	 

  


					
	 	  	 	  	 









 PURCHASE AGREEMENT NO. 1966 
  
 Relating to 
  
 BOEING MODEL 777 AIRCRAFT 
  

  
 This Agreement is entered into as of November 28 1996 by
and between The Boeing Company, a Delaware corporation, with its principal office in Seattle, Washington (Boeing), and Compagnie Nationale Air France, a French corporation, with its principal office at Roissypole, Roissy-Charles de Gaulle, Republic
of France (Buyer). 
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 Accordingly, Boeing and Buyer agree as follows: 
  

	ARTICLE 1.	Subject Matter of Sale. 

  
 1.1 The Aircraft. 
  
 1.1.1 The Aircraft - Model 777-200ER. Boeing will manufacture and deliver to Buyer and Buyer will purchase and accept delivery from
Boeing of the Boeing Model 777-200ER aircraft listed in Table 1, Aircraft Delivery & Description, of this Agreement and manufactured in accordance with the Boeing detail specifications set forth in such Table 1, as modified from time to time in
accordance with this Agreement (Detail Specification). Such aircraft shall be identified as the Block A Aircraft and the Block B Aircraft. 
  
 1.1.2 The Aircraft - Model 777-300ER. Boeing will manufacture and deliver to Buyer and Buyer will purchase and accept delivery from
Boeing of the Boeing Model 777-300ER aircraft listed in Table 2, Aircraft Delivery & Description, of this Agreement and manufactured in accordance with the Boeing detail specifications set forth in such Table 2, as modified from time to time in
accordance with this Agreement (Detail Specification) . Such Model 777-3OOER Aircraft shall be identified as the Block C Aircraft. 
  
 1.2 Additional Goods and Services. In connection, with the sale of the Aircraft, Boeing will also provide to Buyer certain other things under this
Agreement, including data, documents, training and services, all as described in this Agreement. 
  
 1.3 Performance Guarantees. Any performance guarantees applicable to the Aircraft will be expressly included in this Agreement. Where performance
guarantees are included in this Agreement other than within the Detail Specification, such guarantees will be treated as being incorporated in the Detail Specification by this reference. 
  
 1.4 Defined Terms. For ease of use, certain terms are treated as defined terms in this Agreement. Such terms are
identified with a capital letter and set forth and/or defined in Exhibit F. 
  


					
	 	  	 	  	 










	ARTICLE 2.	Delivery, Title and Risk of Loss. 

  
 2.1 Time of Delivery. The Aircraft will be delivered to Buyer by Boeing, and Buyer will accept delivery of the Aircraft, in accordance with the
schedule set forth in Table 1, Aircraft Delivery, Price & Description, of this Agreement. 
  
 2.2 Notice of Target Delivery Date. Boeing will give Buyer notice of the Target Delivery Date of the Aircraft approximately 30 days prior to the scheduled month of delivery. 
  
 2.3 Notice of Delivery Date. Boeing will give Buyer at least 14 days
notice of the delivery date of the Aircraft, If an Aircraft delivery is delayed beyond such delivery date due to the responsibility of Buyer, Buyer will reimburse Boeing for all costs incurred by Boeing as a result of such delay, including amounts
for storage, insurance, Taxes, preservation or protection of the Aircraft and interest on payments due. 
  
 2.4 Place of Delivery. The Aircraft will. be delivered at a facility selected by Boeing in the State of Washington, unless mutually agreed
otherwise. 
  
 2.5 Title and Risk of Loss. Title to and
risk of loss of an Aircraft will pass from Boeing to Buyer upon delivery of such Aircraft, but not prior thereto. 
  
 2.6 Bill of Sale. Upon delivery of an Aircraft Boeing will deliver to Buyer a bill of sale conveying good title to such Aircraft, free of any
encumbrances of any kind whatsoever. 
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










	ARTICLE 3.	Price of Aircraft - Model 777-200ER. 

  
 3.1 Definitions - Model 777-200ER. 
  
 3.1.1 Special Features are the features incorporated in Exhibit A which have been selected by Buyer. 
  
 3.1.2 Base Airframe Price is the Aircraft Basic Price
excluding the price of Special Features and Engines. 
  
 3.1.3 Engine Price is the price established by the Engine manufacturer for the Engines installed on the Aircraft including all accessories, equipment and parts set forth in Exhibit D. 
  
 3.1.4 Aircraft Basic Price is comprised of the Base Airframe
Price, the Engine Price and the price of the Special Features. 
  
 3.1.5 Economic Price Adjustment is the adjustment to the Aircraft Basic Price (Base Airframe, Engine and Special Features) as calculated pursuant to Exhibit D. 
  
 3.1.6 Aircraft Price is the total amount Buyer is to pay for
the Aircraft at the time of delivery. 
  
 3.2 Aircraft Basic
Price - Model 777-200ER. 
  
 The Aircraft Basic Price,
expressed in July 1995 dollars, is set forth in Table 1, Aircraft Delivery, Price & Description, of this Agreement. 
  
 3.3 Aircraft Price- Model 777-200ER. The Aircraft Price will be established at the time of delivery of such Aircraft to Buyer and will be the sum
of: 
  
 3.3.1 the Aircraft Basic Price, set forth
in Table 1, Aircraft Delivery, Price & Description, of this Agreement, plus 
  
 3.3.2 the Economic Price Adjustments for the Aircraft Basic Price, as calculated pursuant to the formulas set forth in Exhibit D (Price
Adjustments Due to Economic Fluctuations - Airframe and Engine); plus 
  


					
	 	  	 	  	 









 3.3.3 other price adjustments made pursuant to this Agreement or other written agreements
executed by Boeing and Buyer. 
  
 3.4 Advance Payment Base
Price - Model 777-200ER. 
  
 3.4.1 Advance
Payment Base Price. For advance payment purposes, the estimated delivery prices of the Aircraft have been established, using currently.,,- available forecasts of the escalation factors used by Boeing as of the date of signing this Agreement. The
Advance Payment Base Price of each Aircraft is set forth in Table 1. 
  
 3.4.2 Adjustment of Advance Payment Base Prices - Long-Lead Aircraft. For Aircraft scheduled for delivery 24 months or more after the date of this Agreement, the Advance Payment Base Prices appearing in Table 1
will be used to determine the amount of the first advance payment to be made by Buyer on the Aircraft. No later than 25 months before the scheduled month of delivery of each affected Aircraft, Boeing will increase or decrease the Advance Payment
Base Price of such Aircraft as required to reflect the effects of (i) any adjustments in the Aircraft Basic Price pursuant to this Agreement and (ii) the then-current forecasted escalation factors used by Boeing. Boeing will provide the adjusted
Advance Payment Base Prices for each affected Aircraft to Buyer, and the advance payment schedule will be considered amended to substitute such adjusted Advance Payment Base Prices. 
  


					
	 	  	 	  	 










	ARTICLE 3A.	Price of Aircraft - Model 777-300ER. 

  
 3A.l Definitions - Model 777-300ER. 
  
 3A.l.l Special Features are the features incorporated in Exhibit A-300 which have been selected by Buyer. 
  
 3A.1.2 Base Airframe Price is the Aircraft Basic Price
including the price of Engines less the price of Special Features. 
  
 3A.1.3 Aircraft Basic Price is comprised of the Base Airframe Price and the price of the Special Features. 
  
 3A.1.4 Economic Price Adjustment is the adjustment to the Aircraft Basic Price (Base Airframe, and Special Features) as calculated
pursuant to Exhibit D-2. 
  
 3A.1.5 Aircraft
Price is the total amount Buyer is to pay for the Aircraft at the time of delivery. 
  
 3A.2 Aircraft Basic Price - Model 777-300ER. 
  
 The Aircraft Basic Price, expressed in July 1999 dollars, is set forth in Table 2, Aircraft Delivery, Price & Description, of this Agreement. 
  
 3A.3 Aircraft Price - Model 777-300ER. The Aircraft Price will be established at the time of delivery of such
Aircraft to Buyer and will be the sum of: 
  
 3A.3.1 the Aircraft Basic Price, set forth in Table 2, Aircraft Delivery, Price & Description, of this Agreement, plus 
  
 3A.3.2 the Economic Price Adjustments for the Aircraft Basic Price, as calculated pursuant to the formulas set forth in Exhibit D-2
(Escalation Adjustments - Airframe and Optional Features); plus 
  
 3A.3.3 other price adjustments made pursuant to this Agreement or other written agreements executed by Boeing and Buyer. 
  


					
	 	  	 	  	 









 3A.4 Advance Payment Base Price- Model 777-300ER. 
  
 3A.4.1 Advance Payment Base Price. For advance
payment purposes, the estimated delivery prices of the Aircraft have been established, using currently available forecasts of the escalation factors used by Boeing as of the date of signing this Agreement. The Advance Payment Base Price of each
Aircraft is set forth in Table 2. 
  
 3A.4.2
Adjustment of Advance Payment Base Prices -Long-Lead Aircraft. For Aircraft scheduled for delivery 24 months or more after the date of this Supplemental Agreement No. 7, the Advance Payment Base Prices appearing in Table 2 will be used to
determine the amount of the first advance payment to be made by Buyer on the Aircraft. No later than 25 months before the scheduled month of delivery of each affected Aircraft, Boeing will increase or decrease the Advance Payment Base Price of such
Aircraft as required to reflect the effects of (i) any adjustments in the Aircraft Basic Price pursuant to this Agreement and (ii) the then-current forecasted escalation factors used by Boeing. Boeing will provide the adjusted Advance Payment Base
Prices for each affected Aircraft to Buyer, and the advance payment schedule will be considered amended to substitute such adjusted Advance Payment Base Prices. 
  



					
	 	  	 	  	 










	ARTICLE 4.	Taxes. 

  
 4.1 Taxes. In addition to the Aircraft Price, Buyer shall pay to Boeing upon demand (a) the amount of any sales, use, value added or other similar
transfer taxes, together with any penalties, fines or interest thereon (other than any such penalties, fines or interest resulting from the failure of Boeing seasonably to pay any such tax which it has reason to believe is applicable, unless such
nonpayment is directed by Buyer) imposed by any federal, state or local taxing authority within the United States and the amount of all taxes imposed by any taxing authority outside the United States, required to be paid by Boeing as a result of any
sale, use, delivery, storage or transfer of any Aircraft, accessory, equipment, part, services, instructions or data furnished or delivered under this Agreement, and (b) if this Agreement has been assigned as to any Aircraft, pursuant to Article
10.3, the amount of any other fees, taxes and related penalties, fines or interest thereon (other than any such penalties, fines or interest resulting from the failure of Boeing seasonably to pay any such fee or tax which it has reason to believe is
applicable, unless such nonpayment is directed by Buyer) imposed by any federal, state or local taxing authority within the United States required to be paid by Boeing as a result of the sale or delivery of any such Aircraft, accessory, equipment,
part, services, instructions or data furnished or delivered under this Agreement to the assignee. If Boeing has reason to believe that any such tax is applicable, Boeing shall separately state the amount of such tax in its invoice. 
  
 4.2 Taxes Relating to Buyer Furnished Equipment. Buyer is responsible
for the proper filing of all tax returns, reports and declarations and payment of all taxes related to or imposed on Buyer Furnished Equipment. 
  
 4.3 Reimbursement of Boeing. Buyer will promptly reimburse Boeing on demand, net of additional taxes thereon, for any Taxes that are imposed on and
paid by Boeing or for which Boeing is responsible for collecting. 
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










	ARTICLE 5.	Payment. 

  
 5.1 Advance Payment Schedule. Advance payment for each Aircraft will be made to Boeing by Buyer as follows: 
  

					
	 Due Date of Payment

	  	 Amount Due
 per Aircraft


	 	  	(Percentage times
Advance Payment
Base Price)
	Upon signing the Agreement	  	[CONFIDENTIAL
MATERIAL
OMITTED AND
FILED
SEPARATELY
WITH THE
SECURITIES
AND
EXCHANGE
COMMISSION
PURSUANT TO
A
REQUEST
FOR
CONFIDENTIAL
TREATMENT]	 	(less the Deposit)
			
	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]	  	 	 	 

  


					
	 	  	 	  	 









 5.2 Advance Payment Adjustment. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  
 5.3 Payment at Delivery. The Aircraft Price, less Advance Payments received by Boeing, is due on delivery of such Aircraft to Buyer. 
  
 5.4 Form of Payments. All payments due hereunder will be made by Buyer to Boeing by unconditional deposit in a bank
account in the United States designated by Boeing or in other immediately available funds. All prices and payments set forth in this Agreement are in United States Dollars. 
  
 5.5 Monetary and Government Regulations. Buyer will be responsible for complying with all monetary control
regulations and for obtaining necessary governmental authorizations related to payments hereunder. 
  


					
	 	  	 	  	 










	ARTICLE 6.	Excusable Delay. 

  
 6.1 General. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] 
  
 6.2 Excusable Delay of 12 Months.

  
 6.2.1 Anticipated Delay. [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  
 6.2.2 Actual Delay. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] 
  
 6.3 Aircraft Damaged
Beyond Repair. If, prior to delivery, an Aircraft is destroyed or damaged beyond economic repair due to any cause, Boeing will promptly notify Buyer in writing and either party may then terminate this Agreement with respect to such Aircraft. If
Boeing does not so terminate this Agreement with respect to such 

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 
Aircraft, such notice will specify the earliest date reasonably possible, consistent with Boeing’s other contractual commitments and production
capabilities, by which Boeing will deliver a replacement for such Aircraft. This Agreement will thereupon terminate as to such Aircraft, unless Buyer gives Boeing written notice, within 30 days after receipt of Boeing’s notice, that Buyer
desires the proposed replacement for such Aircraft. 
  
 6.4
Agreement Revision. If an Aircraft is delayed, or destroyed or damaged beyond economic repair, and this Agreement is not terminated with respect to such Aircraft pursuant to this Article, this Agreement will be appropriately revised.

  
 6.5 Agreement Termination. 
  
 6.5.1 Termination under this Article will discharge all
obligations and liabilities of Boeing and Buyer hereunder with respect to terminated Aircraft and all related undelivered items and services, except that Boeing will return to Buyer, without interest, all advance payments related to such Aircraft,

  
 6.5.2 If either party terminates this
Agreement as to any Aircraft pursuant to this Article, Boeing may, upon written notice to Buyer within 30 days after such termination, purchase from Buyer any Buyer Furnished Equipment related to such Aircraft, at the invoice prices paid, or
contracted to be paid, by Buyer. 
  
 6.6 Exclusive Rights.
The termination rights set forth in this Article are in substitution for any and all other rights of termination or contract lapse or any other claim arising by operation of law by virtue of delays in performance covered by this Article. 

 


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










	ARTICLE 7.	Changes to the Detail Specification. 

  
 7.1 Development Changes. Boeing may, at its own expense and without Buyer’s consent, incorporate Development Changes in the Detail
Specification and the Aircraft prior to delivery to Buyer. Development Changes are defined as changes to the basic specification for Model 777 aircraft that do not affect the Aircraft Purchase Price or adversely affect Aircraft delivery, guaranteed
weight, guaranteed performance or compliance with the interchangeability or replaceability requirements set forth in the Detail Specification. Boeing shall use its best efforts to notify Buyer in writing of those development changes which affect the
Boeing Operations Manual and spare parts interchangeability and provisioning. In addition, Boeing shall provide Buyer with advance notification of all development changes by transmitting a copy each Production Revision Record (PRR) committed for
incorporation in an Aircraft. In the event that Buyer notifies Boeing of its desire to not have a specific development change incorporated in an Aircraft because of possible impact upon Aircraft operation, Spare Parts Provisioning, or flight crew
training, Boeing will give consideration to Buyer’s request. If Boeing makes changes pursuant to this paragraph, Boeing will promptly notify Buyer of such changes. 
  
 7.2 Change Orders. The Detail Specification and associated provisions of this Agreement may be amended by Change
Order or other written agreement, which will state the particular changes to be made and any effect on design, performance, weight, balance, time of delivery, Aircraft Basic Price and Advance Payment Base Price. 
  


					
	 	  	 	  	 










	ARTICLE 8.	Federal Aviation Requirements and Certificates, Export License. 

  
 8.1 FAA Certificates. 
  
 8.1.1 Boeing will obtain from the Federal Aviation Administration (FAA): 
  
 8.1.1.1 a Type Certificate (transport category) issued pursuant to Part 21 of the Federal”? Aviation
Regulations for the type of aircraft covered by this Agreement, and 
  
 8.1.1.2 an Export Certificate of Airworthiness for each Aircraft issued pursuant to Part 21 of the Federal Aviation Regulations, which will be provided to Buyer with delivery of the Aircraft. 
  
 8.1.2 Boeing will not be obligated to obtain any other
certificates or approvals for the Aircraft. 
  
 8.1.3 If the use of either FAA certificate is discontinued prior to delivery of an Aircraft, references in this Agreement to such discontinued certificate will be deemed references to its superseding FAA certificate. If the FAA does not
issue a superseding certificate, Boeing’s only obligation under this paragraph will be to comply with the Detail Specification. 
  
 8.2 FAA or Governmental Manufacturer Chancres. 
  
 8.2.1 FAA or Governmental Manufacturer Chancres – Model 777-200ER. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  


					
	 	  	 	  	 









 8.2.2 FAA or Governmental Manufacturer Changes. - Model 777-300ER 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  


					
	 	  	 	  	 









 8.3 FAA Operator Changes. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] 
  
 8.4 Delays; Changes to this Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  
 8.5 Export License. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] 
  
 8.6 Prospective Rule Making.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 

  


					
	 	  	 	  	 










	ARTICLE 9.	Representatives, Inspection, Flights and Test Data. 

  
 9.1 Office Space at Boeing. From a date 12 months prior to delivery of the first Aircraft, and until the delivery of the last Aircraft, Boeing will
furnish, without additional charge, suitable office space and equipment in or conveniently located near its plant in Seattle for the accommodation of up to five personnel of Buyer. 
  
 9.2 Inspection by Buyer. Designated representatives of Buyer may inspect the manufacturing of the Aircraft at all
reasonable times. However, if access to any part of Boeing’s plant is restricted by the United States Government, Boeing will be allowed a reasonable time to arrange for inspection elsewhere. All inspections by Buyer’s representatives will
be performed so as not to hinder manufacture or performance by Boeing. 
  
 9.3 Aircraft Flight. Prior to delivery, each Aircraft will be flown by Boeing for such periods as may be required to demonstrate to Buyer the function of the Aircraft and its equipment in accordance with Boeing’s production
flight test procedures. The aggregate duration of such flights will be not less than 1-1/2 hours or more than 4 hours. Five persons designated by Buyer may participate in such flights as observers. 
  
 9.4 Test Data. Boeing will furnish to Buyer, as soon as practicable,
flight test data obtained on an aircraft of the type purchased hereunder, certified as correct by Boeing, to evidence compliance with any performance guarantees set forth in this Agreement. Any Performance Guarantee will be deemed to be met if
reasonable engineering interpretations and calculations based on such flight test data establish that the Aircraft would, if actually flown, comply with such guarantee. 
  
 9.5 Special Aircraft Test Requirements. Boeing may use the Aircraft for flight and ground tests prior to delivery to
Buyer, without reduction in the Aircraft Purchase Price, if such tests are deemed necessary by Boeing to: 
  
 9.5.1 obtain or maintain the Type Certificate or Export Certificate of Airworthiness for the Aircraft; or 
  
 9.5.2 evaluate aircraft improvement changes that may be
offered for production or retrofit incorporation in any aircraft. 
  


					
	 	  	 	  	 









 9.6 Indemnity. Boeing will indemnify and hold harmless Buyer and Buyer’s observers from and
against all claims and liabilities, including costs and expenses (including attorneys’ fees) incident thereto, for injury to or death of any person or persons, including employees of Boeing but excluding employees, officers or agents of Buyer,
or for loss of or damage to any property, arising out of or in connection with the operation of the Aircraft during all demonstration and test flights conducted under the provisions of this Article, whether or not arising in tort or occasioned in
whole or in part by the negligence of Buyer or any of Buyer’s observers, whether active, passive or imputed. 
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










	ARTICLE 10.	Assignment, Resale or Lease. 

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


					
	 	  	 	  	 










	ARTICLE 11.	Termination for Certain Events. 

  
 11.1 Termination. This Agreement may be terminated at any time with regard to undelivered Aircraft and items and unperformed services by notice in
writing by either party hereto if the other party: 
  
 11.1.1 Ceases doing business as a going concern, suspends all or substantially all its business operations, makes an assignment for the benefit of creditors, is insolvent, or admits in writing its inability to pay its debts; or 

 
 11.1.2 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 insolvency, 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 such proceeding is dismissed or stayed within a reasonable period, not to exceed 60 days. 
  
 11.2 Repayment of Advance Payments. If this Agreement is terminated
with regard to any Aircraft by Buyer under this Article, Boeing will repay to Buyer, without interest, any advance payments received by Boeing from Buyer with respect to such Aircraft. 
  


					
	 	  	 	  	 










	ARTICLE 12.	Product Assurance; Disclaimer and Release; Exclusion of Liabilities; Customer Support; Indemnification and Insurance. 

  
 12.1 Product Assurance. Boeing and Buyer are bound by the provisions
of Exhibit B hereto (Product Assurance Document). 
  
 12.2
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  
 12.3 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

  
 12.4 Definitions. For the purposes of this Article,
the term “BOEING” means The Boeing Company, its divisions, subsidiaries and affiliates, the assignees of each, and their directors, officers, employees and agents. 
  


					
	 	  	 	  	 









 12.5 Customer Support and Indemnification; Insurance. Boeing and Buyer are bound by the provisions
of Exhibit C hereto (Customer Support Document), which includes indemnification and insurance requirements related to the use of Customer Support Services. 
  


					
	 	  	 	  	 










	ARTICLE 13.	Buyer Furnished Equipment and Spare Parts. 

  
 13.1 Buyer Furnished Equipment. Boeing and Buyer are bound by the provisions of Exhibit E (Buyer Furnished Equipment Document), which includes
indemnification requirements related to Buyer Furnished Equipment. 
  
 13.2 Purchase of Boeing Spare Parts. Boeing will sell to Buyer and Buyer will purchase from Boeing materials, spare parts, assemblies, tools and items of equipment relating to the Aircraft pursuant to Spare Parts General Terms
Agreement No. 28. 
  


					
	 	  	 	  	 










	ARTICLE 14.	Contractual Notices and Requests. 

  
 All notices and requests relating to this Agreement will be in English, and may be transmitted by any customary means of written communication addressed
as follows: 
  

			
	 Buyer:
	  	 Compagnie Nationale Air France
 Roissypole

45 Rue de Paris
 95747 Roissy Charles de Gaulle
 France
  
 Attention:       President

		
	 Boeing:
	  	 Boeing Commercial Airplane Group
 P.O. Box
3707
 Seattle, Washington 98124-2207
 U.S.A.
  
 Attention:       Vice President – Contracts
     Mail Stop
75-38


  
 or to such other address as specified
elsewhere herein or as otherwise directed in writing by either party. The effective date of any such notice or request will be the date on which it is received by the addressee. 
  


					
	 	  	 	  	 










	ARTICLE 15.	Miscellaneous. 

  
 15.1 Government Approval. Boeing and Buyer will use their best reasonable efforts to assist each other in obtaining any United States Governmental
agency consents or approvals necessary or appropriate to effect certification and sale of the Aircraft under this Agreement. 
  
 15.2 Headings. Article and paragraph headings used in this Agreement are for convenient reference only and are not intended to affect the
interpretation of this Agreement. 
  
 15.3 Entire Agreement;
Amendments. This Agreement contains the entire agreement between the parties concerning the subject matter hereof and supersedes all previous proposals, understandings, commitments or representations whatsoever, oral or written. This Agreement
may be changed only in writing signed by authorized representatives of Boeing and Buyer, except in the case of certain changes permitted or required by this Agreement. 
  
 15.4 GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY THE LAW OF THE STATE OF WASHINGTON, U.S.A., EXCLUSIVE OF
WASHINGTON’S CONFLICTS OF LAWS RULES. 
  
 15.5 Negotiated
Agreement. This Agreement, including the provisions of Article 12 relating to DISCLAIMER AND RELEASE, the Exclusion of Consequential and Other Damages, and the provisions relating to indemnification and insurance set forth in this Agreement, has
been the subject of discussion and negotiation and is fully understood by the parties; the Aircraft Purchase Price and other agreements of the parties set forth in this Agreement were arrived at in consideration of such provisions. 
  
 * * * * * * * * * * * * * * * * * * * * * * * * * 
  

									
	 COMPAGNIE NATIONALE AIR FRANCE
	 	 	 	 E BOEING COMPANY

					
	BY	 	 /s/ Illegible
	 	 	 	BY	 	 /s/ Illegible

	 	 	
	 	 	 	 	 	

	 Its
	 	 Chairman of the Board
	 	 	 	 Its
	 	 Attorney - in - fact


  


					
	 	  	 	  	 









 Table 1 to Purchase Agreement 1996 - Aircraft Delivery, Price & Description Model 777 Aircraft

  

													
	 Aircraft Model

	  	 Month/Year of
Delivery

	  	 Quantity of Aircraft

	  	 Detail Specification
No. and Date

	  	 Exhibit Number

	  	 Article 3.2 Aircraft
Basic Price

	  	Article
3.4
Advance
Payment
Base
Price


	 Block A Aircraft
 777-200ER
	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 Block B Aircraft
 777-200ER
	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

  

	*	The SA-4, SA-6 & SA-8 Advance Payment Price has been retained since advance payments have been made based on this price and are within 24 months of delivery.


  

							
	 Note 1. 777-200IGW Aircraft Basic Price - Block A

	  	 	  	 Note 2. 777-200IGW Aircraft Basic Price - Block B

	  	 
	 [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]
	  	 

  


					
	 	  	 	  	 









 Table 2 to 
  
 Purchase Agreement 1966 
  
 Aircraft Delivery, Price & Description 
  
 Model 777-300ER Aircraft 
  

													
	 Aircraft Model

	  	 Month/Year of Delivery

	  	 Quantity of Aircraft

	  	 Detail
Specification
 No. and
Date

	  	Exhibit
Number

	  	Article 3.2
Aircraft
Basic Price
(1999$ STE)

	  	Article 3.4
Advance Payment
Base Price


	 Block C Aircraft
	  	 	  	 	  	 	  	 	  	 	  	 
	 777-300ER
	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

  

			
	 777-300ER Aircraft Basic Price (Price Base year - Jul 1999)

	  	 
	[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 
  
 COMPAGNIE NATIONALE AIR FRANCE 
  
 Exhibit A-200-R1

 to Purchase Agreement Number 1966 
  
 for 
  
 Boeing Model 777-2001GW Aircraft 
  


					
	 	  	 	  	 









 AIRCRAFT CONFIGURATION 
  
 NUMBER A-200-R1 
  
 Dated May 1, 1997 
  
 relating to 
  
 BOEING MODEL 777-2001GW 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], Revision A, dated February 29, 1996 as amended
to incorporate the applicable specification language to reflect the effect of the changes set forth in the Change Requests listed below, including the effects of such changes on Manufacturer’s Empty Weight (MEW) and Operating Empty Weight
(OEW). Such Change Requests 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 the effect of such changes. The Aircraft Basic Price reflects and includes all effects of such changes of price. 
  


					
	 	  	 	  	 










			
	 CR Number /CR Title

	  	Price Per A/C
1995 STE $$$
(10 Aircraft)


	 [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 
  
 COMPAGNIE NATIONALE AIR FRANCE 
  
 Exhibit A-200-R2

 to Purchase Agreement Number 1966 
  
 for 
  
 Block B Aircraft 
  
 Boeing Model 777-2001GW Aircraft 
  


					
	 	  	 	  	 









 AIRCRAFT CONFIGURATION 
  
 between 
  
 THE BOEING COMPANY 
  
 and 
  
 SOCIETE AIR FRANCE 
  
 Exhibit A-300 to Purchase Agreement
Number 1966 
  
 For 
  
 Boeing Model 777-300ER 
  


					
	 	  	 	  	 









 AIRCRAFT CONFIGURATION 
 No. A-300 
  
 Dated November 8,
2002 
  
 relating to 
  
 BOEING MODEL 777-300ER 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 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 Manufacturers Empty Weight
(MEW) and Operating Empty Weight (OEW). Such Options are set forth in Boeing Purchase Agreement 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

	  	 1999$ 14
AP
Price
 Per A/C

	  	Follow On Price
Per A/C


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


  


					
	 	  	 	  	 









 AIRCRAFT CONFIGURATION 
  
 NUMBER A-200-R2 
  
 Dated December 9th, 1998 
  
 relating to 
  
 BOEING MODEL 777-2001GW AIRCRAFT 
  
 Block B Aircraft 
  
 The Detail
Specification for the Block B Aircraft 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 [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. The Aircraft Basic Price reflects and includes all effects of Change Orders No. 1, 2 and 3, 
  


					
	 	  	 	  	 









 PRODUCT ASSURANCE DOCUMENT 
  
 between 
  
 THE BOEING COMPANY 
  
 and 
  
 SOCIETE AIR FRANCE 
  
 Exhibit B to Purchase Agreement Number 1966 
  


					
	 	  	 	  	 









 PRODUCT ASSURANCE DOCUMENT NO. 1966 
  
 Relating to 
  
 BOEING MODEL 777 AIRCRAFT 
  

  
 This Product Assurance Document is Exhibit B to and
forms a part of Purchase Agreement No. 1966 between The Boeing Company (Boeing) and Compagnie Nationale Air France (Buyer) relating to the purchase of Boeing Model 777 aircraft. This Product Assurance Document consists of the following parts:

  

			
	 PART A
	  	Boeing Warranty
		
	 PART B
	  	Warranty Repairs and Modifications by Buyer
		
	 PART C
	  	Boeing Service Life Policy
		
	 PART D
	  	Boeing Indemnity Against Patent Infringement
		
	 PART D
	  	Boeing Indemnity Against Copyright Infringement
		
	 PART E
	  	Supplier Warranties and Patent Indemnities
		
	 PART F
	  	Engine Manufacturer Warranties (Model 777-200ER Only)
		
	 PART F
	  	Engine Manufacturer Warranty and Product Support Plan (Model 777-300ER Only)
		
	 PART G
	  	Boeing Interface Commitment
		
	 PART H
	  	General
		
	 PART I
	  	Supplier Component Reliability (MTBUR/MTBF) Commitments and System Reliability (MTBMA) Commitments
		
	 PART J
	  	Component Reliability (MTBUR/MTBF) Program for Specified Components Manufactured to Boeing’s Detailed Design

  


					
	 	  	 	  	 









 PART A 
  
 BOEING WARRANTY 
  

	1.	Warranties. 

  
 Subject to the exceptions set forth herein, Boeing warrants that, at the time of delivery, each Aircraft, including all installed systems, accessories,
equipment and parts, will: 
  
 1.1 conform to the Detail
Specification, as it may be changed pursuant to this Agreement, except such portions stated to be estimates, approximations, design objectives, or design criteria, or described as not guaranteed; 
  
 1.2 be free from defects in material and workmanship, including process of
manufacture; and 
  
 1.3 be free from defects in design, including
selection of (i) materials and (ii) process of manufacture, in view of the state of the art at the time of design. 
  
 For purposes of this Boeing Warranty, nonconformance with the Detail Specification, defects in material or workmanship and defects in design may
hereinafter be called “defects” or a “defect”, and the term “system”, “accessory”, “equipment” or “part” may hereinafter be called “item” or “items.” 
  

	2.	Exceptions. 

  
 The warranties above will not apply to BFE. The warranty above covering material and workmanship and the warranty above covering design will not apply to
Engines or to any other item purchased by Boeing but not manufactured to Boeing’s detailed design. However, any defect in the Boeing workmanship installing such BFE, Engines or other items in an Aircraft will constitute a defect in workmanship.

  

	3.	Survival of Warranties. 

  
 Neither the warranty of conformance to the Detail Specification applicable to Engines and other items purchased by Boeing but not manufactured to
Boeing’s detailed design, nor any Performance Guarantees, will 

  


					
	 	  	 	  	 









 
survive delivery of the Aircraft. The remaining warranties set forth herein will survive delivery of the Aircraft, subject to the limitations and conditions
set forth herein. 
  

	4.	Warranty Periods and Claims. 

  
 4.1 The warranty periods are: 
  
 4.1.1 As to a defect in conformance to the Detail Specification, 48 months after delivery of each Aircraft, and 
  
 4.1.2 As to a defect in material, workmanship or design in
any item, 48 months after delivery of each Aircraft in which such item was initially installed. 
  
 4.2 Boeing’s Product Assurance Regional Manager at Renton, Washington must receive the warranty claim in writing at the earliest practicable time
after the defect becomes apparent but in no event later than 90 days after expiration of the applicable warranty period. 
  
 4.3 Such warranty claim must include the data set forth below and, if requested by Boeing, reasonable evidence that the claimed defect did not result from
any act or omission of Buyer. 
  
 4.3.1 Identity
of the item or Aircraft involved, including Boeing part number, serial number if applicable, nomenclature and the quantity claimed to be defective; 
  
 4.3.2 Identity of the Aircraft on which the claimed item was installed as original equipment; 
  
 4.3.3 Date the claimed defect became apparent which will be
the date such defect was discovered by Buyer or the warranty date set forth in a Boeing service bulletin or service letter, whichever date occurs first; and 
  
 4.3.4 Description of the claimed defect and circumstances, including Boeing service bulletin or Boeing service letter number if claim
involves a service bulletin 
  
 4.4 Upon completion of
Boeing’s warranty claim investigation, including examination of any item or Aircraft returned to Boeing, Boeing will promptly provide a written disposition of its warranty claim findings to Buyer. In the 

  


					
	 	  	 	  	 









 
event Boeing must reject Buyer’s warranty claim, Boeing will provide reasonable substantiation of such rejection in its disposition. 
  

	5.	Remedies. 

  
 Buyer’s remedies under this Boeing Warranty are as follows: 
  

5.1 As to a defect in conformance to the Detail Specification, the correction at Boeing’s expense of such defect; provided, however, that with
Buyer’s agreement, Boeing will not be obligated to correct any defect that has no material adverse effect on the maintenance, use or operation of the Aircraft. The warranty period for the corrected item will be the unexpired warranty period for
the defective item. 
  
 5.2 As to a defect in material or
workmanship, (i) the repair at Boeing’s expense of such defect or, (ii) at Boeing’s option, the replacement of such item with a similar item free from defect or the issuance of a credit memorandum to reimburse Buyer for a spare part
previously purchased from Boeing as the replacement for such defective item. The warranty period for either correction will be the unexpired warranty period for the defective item or within six months after delivery of the corrected item or material
required to correct such item, whichever last expires. 
  
 5.3 As
to a defect in design, the correction at Boeing’s expense of such defect. The warranty period for such correction is 18 months from receipt by Buyer of corrective material or the end of the original design warranty period for the defective
item, whichever is later. 
  
 5.4 Boeing will issue a credit
memorandum to reimburse Buyer at the Warranty Labor Rate for the direct labor hours required for removal from the Aircraft of a defective item and the reinstallation in the Aircraft of the corrected item. 
  


					
	 	  	 	  	 










	6.	Returned Items. 

  
 Unless otherwise provided in this Agreement, the Aircraft or item claimed to be defective must be returned to Boeing as soon as practicable. Buyer may
also provide specific technical repair or correction instructions with such return. The absence of such instructions will evidence Buyer’s authorization for Boeing to proceed using Boeing information and data. The following criteria will apply
with respect to return of Aircraft or items to Boeing: 
  
 6.1 As
to Aircraft: 
  
 6.1.1 An Aircraft may be
returned only if 
  
 6.1.1.1 substantially all
the work to be performed by Boeing is covered by this Boeing Warranty, and 
  
 6.1.1.2 Buyer does not have the capability to perform, nor is it practical for Boeing personnel to perform, the warranty work away from Boeing’s facilities. 
  
 6.1.2 All warranty work, including test flight if required,
will be performed at Boeing’s expense, with reasonable efforts to minimize Aircraft out-of-service time. In addition, Boeing will reimburse Buyer by issuing a credit memorandum for the cost of fuel, oil and landing fees incurred in ferrying the
Aircraft to Boeing’s facilities and in ferrying the Aircraft back to Buyer’s facilities. Buyer will minimize the length of both ferry flights. 
  
 6.1.3 Any nonwarranty work performed by Boeing will be paid for by Buyer at Boeing’s then-standard rates. 
  
 6.1.4 A separate agreement based on Boeing’s
then-standard form will be entered into to cover the return of and work on such Aircraft. 
  
 6.2 As to any system, accessory, equipment or part: 
  
 6.2.1 All warranty work will be performed at Boeing’s expense, with reasonable efforts to minimize item out-of-service time for items
returned. 
  
 6.2.2 Boeing’s turnaround-time
objectives for repair or replacement are: 10 working days for avionic and electronic items and 30 working days for other items when corrected at Boeing’s facilities, or 40 working days when corrected at the facilities of a Boeing subcontractor.
Turnaround time starts the date Boeing receives the returned item, together with Buyer’s warranty claim describing the work, and ends the date of shipment by Boeing of such item, 

  


					
	 	  	 	  	 









 
If it is anticipated that a turnaround-time objective will not be met, or if turnaround time objective is not achieved, and a resultant critical parts
shortage is experienced by Buyer, and Buyer has procured spare parts for such item in accordance with the Boeing Recommended Spare Parts List as previously agreed with Buyer, Buyer may request that Boeing, either: 
  
 6.2.2.1 expedite repair or replacement of the item or

  
 6.2.2.2 provide a similar item on a no-charge
loan or no-charge lease basis until the repaired or replaced item is provided to Buyer. 
  
 6.2.3 The freight charge for shipment to Boeing of any item will be paid by Buyer; however, Boeing will reimburse Buyer by issuing a
credit memorandum for such charge for any item determined to be defective under this Boeing Warranty. The freight charge for the return shipment to Buyer of any such defective item which has been repaired, replaced or corrected pursuant to this
Boeing Warranty will be paid by Boeing. 
  
 6.3 Title to and risk
of loss of any Aircraft or item returned to Boeing will at all times remain with Buyer and/or any other owner of such Aircraft or item, except that at the time Boeing ships a replacement item to Buyer, title to and risk of loss (i) for the returned
item will pass to Boeing and (ii) for the replacement item will pass to Buyer. While Boeing has care, custody and control of an Aircraft or item, Boeing will have only such liabilities as a bailee for mutual benefit would have, but will not be
liable for loss of use. 
  

	7.	Nonrepairable Items. 

  
 Buyer may scrap any defective nonrepairable item having a then-current Boeing spare part selling price of $2,000 or less and make a claim for a
replacement item. For a defective nonrepairable item having a then-current Boeing spare part selling price greater than $2,000, an authorized Boeing representative must confirm the nonrepairability of any such item. Buyer’s claim for an item
with a spare part selling price exceeding $2,000 must include such confirmation. 
  


					
	 	  	 	  	 










	8.	Reimbursement for Certain Inspection Labor Costs. 

  
 8.1 In addition to the remedies set forth in this Boeing Warranty, Boeing will reimburse Buyer by issuing a credit memorandum at the Warranty Labor Rate
for the direct labor hours expended by Buyer in performing inspections of the Aircraft to determine whether or not a covered defect exists in any system, accessory, equipment or part manufactured to Boeing’s detailed design, provided that:

  
 8.1.1 such inspections are recommended by a
Boeing service bulletin or service letter or similar authorizing Boeing written communication, issued by Boeing within 48 months after delivery of such Aircraft, and 
  
 8.1.2 such reimbursement will not apply to any inspections performed as an alternative to accomplishing
corrective action when such corrective action is available to Buyer at the time such inspections are performed, 
  
 8.2 If a covered defect is determined to exist as a result of the foregoing inspections, the remedies under this Boeing warranty will apply to Aircraft in
warranty as of the warranty date set forth in the applicable Boeing service bulletin or service letter or the date the defect was discovered by ‘Buyer, whichever date occurs first. 
  

	9.	Wear and Tear. 

  
 Normal wear and tear and the need for regular maintenance and overhaul will not constitute a defect. 
  

	10.	Disclaimer and Release? Exclusion of Liabilities. 

  
 This Part A and the rights and remedies of Buyer and obligations of Boeing herein are subject to the Disclaimer and Release and Exclusion of Consequential
and Other Damages provisions of Article 12 of this Agreement. 
  

	11.	Buyer’s Indemnification of Boeing. 

  
 The provisions of Part E, “Buyer’s Indemnification of Boeing and Insurance” of Exhibit C, will apply to all warranty work performed by
Boeing hereunder in accordance with Buyer’s specific technical repair or correction instructions, to the extent any legal liability of Boeing is based upon the content of such instructions. 
  


					
	 	  	 	  	 









 PART B 
  
 WARRANTY REPAIRS AND MODIFICATIONS BY BUYER 
  

	1.	General. 

  
 To expedite the return to service of any defective Aircraft or systems, accessories, equipment and parts (items) that Boeing is obligated to correct under
the Boeing Warranty, repairs and modifications may, at Buyer’s option, be performed by Buyer (work) and charged to Boeing, subject to the following: 
  

	2.	Scope. 

  
 This option applies only to items manufactured to Boeing’s detailed design. The warranty and notice periods and all other conditions and limitations
applicable to the Boeing Warranty apply to this option, 
  

	3.	Repairs and Modifications. 

  
 All work will be performed in accordance with Boeing’s written instructions, using parts and materials as may be furnished by Boeing and/or Boeing
approved parts and materials as may be furnished by Buyer. 
  

	4.	Claims for Reimbursement. 

  
 Buyer’s claim for reimbursement must be submitted in writing to Boeing promptly after completion of the work. Such claim must include the data set
forth in paragraph 4.3 of Part A of this Exhibit B and the following: 
  
 4.1 Description of the work performed by Buyer; 
  
 4.2
Date work was completed by Buyer; 
  
 4.3 Itemized account of the
direct labor hours expended in performing the work; and 
  
 4.4 Itemized account of the direct materials incorporated in the work. 
  


					
	 	  	 	  	 










	5.	Reimbursement. 

  
 Upon approval of Buyer’ claim for reimbursement, Boeing will reimburse Buyer by issuing a credit memorandum as follows: 
  
 5.1 Direct Labor. 
  
 At the Warranty Labor Rate specified herein for labor hours
expended by Buyer’s direct labor employees in performing the work, including removal, disassembly, inspection, bench testing, reassembly, final inspection, and reinstallation, but not to exceed Boeing’s reasonable estimate of required
labor hours, and excluding time for overhaul. 
  
 5.2 Direct
Materials. 
  
 At the invoice cost to Buyer
for all direct materials incorporated in the work, excluding (i) materials used for overhaul, (ii) materials furnished by Boeing at no charge, (iii) materials which exceed Boeing’s reasonable estimate of required materials, and (iv) allowances
for handling, overhead, taxes, customs duties and the like. 
  
 5.3 Warrants Labor Rate. 
  
 The
Warranty Labor Rate is $41.26 per hour or 150% of Buyer’s average direct hourly labor rate, whichever is greater. For this purpose, “average direct hourly labor rate” is defined as the average hourly rate (excluding all fringe
benefits, premium-time allowances, social charges, business taxes and the like) paid by Buyer to Buyer’s employees whose jobs are directly related to the performance of the work. Prior to or concurrently with submittal of Buyer’s first
claim for labor reimbursement, Buyer will notify Boeing of Buyer’s then-current average direct hourly labor rate, and thereafter notify Boeing of any material change in such rate. Boeing may require data from Buyer to substantiate such rates.

  
 5.4 Limitation. 
  
 The total reimbursement with respect to the direct labor and direct materials incorporated in the work, will not exceed 65% of
Boeing’s then-current sales price for the item unless a greater percentage is established for a particular item by written agreement between Boeing and Buyer. 
  


					
	 	  	 	  	 









 5.5 Claims for Reimbursement. 
  
 Unless other wise agreed in writing, Buyer’s claim for reimbursement with respect to any repair or modification must be
submitted in wroting to Boeing’s warranty administrator in Renton, Washington, promptly after completion of the repair or modification. All claims for reimbursement shall include the following: 
  
 (a) the identity of the item involved, including Boeing part number, serial
number and the quantity of item claimed defective. 
  
 (b) the
identity of the Aircraft to which each item is related. 
  
 (c)
the date the claimed defect became apparent to Buyer. 
  
 (d) a
description of the claimed defect. 
  
 (e) the date a repair or
modification was completed by Buyer. 
  
 (f) an itemized account
of the direct labor hours expended in performing the repair or modification. 
  
 (g) an itemized account of the direct materials included in the repair or modification. 
  
 All claims for reimbursement will be subject to audit by Boeing. Boeing will notify Buyer of Boeing’s disposition of each claim submitted hereunder within 30 days
after receipt of Buyer’s claim and substantiating data pursuant to the above. In addition, Boeing shall us its best reasonable efforts to submit any Credit Memorandum due Buyer hereunder, within 15 days after the Boeing disposition pertaining
to a claim has been completed. 
  

	6.	Replaced Parts. 

  
 If component parts of any assembly are replaced by Buyer, the replaced parts will be tagged with the assembly part number, the serial number and the
warranty claim number and retained for a period of 60 days following the date of submittal of Buyer’s claim, so as to be made available for Boeing's inspection. Such parts may be scrapped after such 60-day period. 
  


					
	 	  	 	  	 









 PART C 
  
 BOEING SERVICE LIFE POLICY 
  

	1.	Definitions. 

  
 1. 1 “Airframe Component” means any of the primary structural elements of the wing, fuselage, or vertical or horizontal stabilizer set forth in
Attachment A hereto and installed in an Aircraft at the time of delivery. 
  
 1.2 “Landing Gear Component” means any of the primary structural elements of the landing gear set forth in Attachment A and installed in an Aircraft at the time of delivery. 
  
 1.3 “Spare Component” means any component set forth in Attachment A
that was furnished to Buyer pursuant to this Policy or purchased by Buyer from Boeing as a spare part. 
  
 1.4 “Covered Component” means an Airframe Component, a Landing Gear Component or a Spare Component. 
  
 1.5 “Failure” means any breakage or defect in a Covered Component.

  
 1.6 “Failed Component” means a Covered Component in
which a Failure has occurred. 
  

	2.	Service Life Policy. 

  
 If a Failure occurs in any Covered Component within the following periods, Boeing will promptly, at a price calculated pursuant to this Policy, either (i)
design and furnish to Buyer materials required to correct the Failed Component (excluding industry standard parts) or (ii) furnish to Buyer a replacement Covered Component: 
  
 2.1 As to any Airframe Component or Landing Gear Component, within 12 years after delivery of the Aircraft in which such
component was initially installed; or 
  
 2.2 As to any Spare
Component, within 12 years after delivery of such Spare Component, or within 12 years after delivery by Boeing of the last new Model 777 aircraft to Buyer, whichever first expires. 
  


					
	 	  	 	  	 










	3.	Price. 

  
 The price that Buyer will pay for the correction or replacement of a Failed 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 Buyer

		
	C =	  	 Boeing spare parts sales price at time of correction or replacement

		
	T =	  	 total age in months of the Failed Component from the date of delivery to Buyer to the date of
Failure.


  

	4.	Conditions and Limitations. 

  
 Boeing’s obligations under this Policy are conditioned upon the following: 
  
 4.1 Buyer must notify Boeing of the Failure within three months after it becomes apparent to Buyer. 
  
 4.2 Buyer must provide reasonable evidence that the claimed Failure is
covered by this Policy and if requested by Boeing, that such Failure was not the result of (i) the breakage of or a defect in a component not covered by this Policy, (ii) an extrinsic force, (iii) an act or omission of Buyer, or (iv) operation or
maintenance contrary to applicable regulations or Boeing’s instructions. 
  
 4.3 If return of a Failed Component is practicable and requested by Boeing, Buyer will return such Failed Component to Boeing at Boeing’s expense. 
  
 4.4 Buyer’s rights and remedies under this Policy are limited to the receipt of corrective materials or replacement
components at prices calculated in accordance with this Policy. 
  


					
	 	  	 	  	 










	5.	Disclaimer and Release; Exclusion of Liabilities. 

  
 This Part C and the rights and remedies of Buyer and the obligations of Boeing herein are subject to the Disclaimer and Release and Exclusion of
Consequential and Other Damages provisions of Article 12 of this Agreement. 
  


					
	 	  	 	  	 










					
	 Attachment A to
	  	 	  	 
	 Part C
	  	 	  	 

  
 COVERED AIRFRAME AND
LANDING GEAR COMPONENTS 
  

	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)	Upper wing fold hinge, end ribs and lower latch lugs. 

  

	 	(f)	Main landing gear support structure. 

  

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

  

	 	(h)	Wing-to-body structural attachments. 

  

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

  

	 	(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.


  

	 	(k)	Leading edge device and trailing edge flap support system. 

  

	 	(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 exits, excluding scuff plates and pressure seals. 

  

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

  

	 	(e)	Main gear wheel well structure including pressure deck, bulkheads and landing gear beam support structure. 

  

	 	(f)	Floor beams and support posts in the control cab 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)	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. 

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 











					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 

  


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

  

	3.	Vertical Stabilizer. 

  

	 	(a)	External skins between front and rear spars. 

  

	 	(b)	Front and rear spars including stiffeners. 

  

	 	(c)	Attachment fittings between vertical stabilizer and body. 

  

	 	(d)	Inspar ribs. 

  

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

  

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

  

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

  

	4.	Horizontal Stabilizer. 

  

	 	(a)	External skins between front and rear spars. 

  

	 	(b)	Front and rear spars including splices and stiffeners. 

  

	 	(c)	Inspar ribs. 

  

	 	(d)	Stabilizer splice fittings and 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. 

  

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

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 











					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 

  


	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 and including the engine mounted support fittings. 

  

	6.	Main Landing Gear. 

  

	 	(a)	Outer cylinder. 

  

	 	(b)	Inner cylinder. 

  

	 	(c)	Upper and lower side strut, including spindles and universals. 

  

	 	(d)	Upper and lower drag strut, including spindles and universals. 

  

	 	(e)	Orifice support tube. 

  

	 	(f)	Downlock links including spindles and universals. 

  

	 	(g)	Torsion links. 

  

	 	(h)	Bogie beam. 

  

	 	(i)	Axles. 

  

	 	(j)	Steering crank arm. 

  

	 	(k)	Steering rod. 

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 











					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 

  


	7.	Nose Landing Gear. 

  

	 	(a)	Outer cylinder. 

  

	 	(b)	Inner cylinder, including axles. 

  

	 	(c)	Orifice support tube. 

  

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

  

	 	(e)	Steering plates and steering collar, 

  

	 	(f)	Torsion links. 

  

	 	(g)	Actuator support beam and hanger. 

  

	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.


  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 PART D 
  
 BOEING INDEMNITY AGAINST PATENT INFRINGEMENT 
  

	1.	Indemnity. 

  
 Subject to the provisions of this Part D, Boeing will indemnify and hold harmless Buyer from and against all claims suits, actions, liabilities, damages
and costs arising out of actual or alleged infringement, by any Aircraft or any system, accessory, equipment or part (item) installed thereon at the time of Aircraft delivery, of any patent issued under the laws of any country in which Buyer
lawfully operates the Aircraft (Country). 
  

	2.	Exceptions. 

  
 2.1 This indemnity will not apply unless, from the time of design of the allegedly infringing Aircraft or item until the resolution of the infringement
claim, the Country and flag country of the Aircraft: (i) are fully bound by the Chicago Convention on International Civil Aviation of December 7, 1944, and are fully entitled to all benefits of Article 27 thereof, or (ii) have been parties to the
International Convention for the Protection of Industrial Property (Paris Convention). 
  
 2.2 This indemnity will not apply to Buyer Furnished Equipment, Engines, any system, accessory, equipment or part that was not manufactured to Boeing’s detailed design, or to any system, accessory,
equipment or part manufactured to Boeing’s detailed design without Boeing’s authorization. 
  

	3.	Conditions and Limitations. 

  
 Buyer% remedy and Boeing’s obligations hereunder are subject to the following: 
  
 3.1 Buyer must give Boeing written notice within 10 days after Buyer receives notice of a suit or action against Buyer
alleging infringement or within 20 days after Buyer receives a written claim of infringement. 
  


					
	 	  	 	  	 









 3.2 Following receipt of such notice Boeing may conduct negotiations with any party claiming infringement
and may intervene in any suit or action. Whether or not Boeing intervenes, Boeing will be entitled at any stage of the proceedings to assume or control the defense. 
  
 3.3 Buyer will (i) promptly furnish to Boeing all data, records and assistance within Buyer’s control which are
material to any such claim, suit or action and (ii) (except as to amounts mandated by a judgment) obtain Boeing’s prior approval to pay or assume any liabilities, damages, royalties or costs. 
  
 3.4 Boeing’s obligations and Buyer’s remedies herein exclude
Buyer’s incidental or consequential damages and liabilities, costs, loss of revenue or loss of profit resulting from loss of use, but include, at Boeing’s option, replacing the infringing item or otherwise curing any
infringement on account of which use of the Aircraft by Buyer is prevented. 
  
 3.5 Boeing’s obligations and Buyer’s remedies herein are exclusive and in substitution for, and Buyer hereby waives, releases and renounces, all other indemnities, obligations and liabilities of Boeing and
any assignee of Boeing, and all other rights, remedies and claims, including claims for damages, direct, incidental or consequential, of Buyer against Boeing or any assignee of Boeing, express or implied, arising by law or otherwise, with respect to
any actual or alleged patent infringement or the like by any Aircraft or any item installed therein, 
  


					
	 	  	 	  	 









 PART D-l 
  
 BOEING INDEMNITY AGAINST COPYRIGHT INFRINGEMENT 
  

	1.	Indemnity. 

  
 Subject to the following, Boeing will indemnify Buyer with respect to claims, suits, damages and costs arising out of copyright infringement by any
computer software included with the Aircraft when the Aircraft is first delivered by Boeing (Aircraft Software). 
  

	2.	Exceptions, Limitations and Conditions. 

  
 2.1 Boeing will have no obligation to indemnify Buyer relative to Buyer Furnished Equipment, engines, software not manufactured to Boeing’s detailed
design, or software manufactured to Boeing’s detailed design without Boeing’s written authorization. 
  
 2.2 Boeing’s obligation to indemnify Buyer is limited to infringements (a) in countries where Buyer lawfully operates the Aircraft (Countries) and
(b) where, from the time of creation of the allegedly infringing software until the resolution of the infringement claim, the Countries and flag country of the Aircraft are members of The Berne Union and recognize computer software as a
“work” under The Berne Convention. 
  
 2.3 Boeing will
have no obligation or liability for loss of use, revenue or profit, or for any other incidental or consequential damages. 
  
 2.4 Boeing may, at its option, replace any infringing or allegedly infringing Aircraft Software (or item containing Aircraft Software) with a
noninfringing equivalent. 
  
 2.5 Buyer must inform Boeing in
writing (a) within 10 days after Buyer receives notice of a suit or other formal action against Buyer alleging copyright infringement involving Aircraft Software and (b) within 30 days after Buyer receives any allegation or claim in the nature of
copyright infringement involving Aircraft Software. 
  
 2.6 Boeing
may negotiate with any party claiming infringement and may intervene or assume control of the defense at any stage in any infringement suit or action. 
  


					
	 	  	 	  	 









 2.7 Buyer will promptly furnish to Boeing all data, records and assistance within Buyer’s possession
or control which may be material to any copyright infringement claim, suit or action relating to Aircraft Software. 
  
 2.8 Other than as required by a final judgment entered by a court of competent jurisdiction, Buyer will not make any payment or commitment to pay, assume
any obligation, or make any material concession relative to any copyright infringement for which Boeing may otherwise be obligated. 
  
 2.9 The obligations of Boeing and remedies of Buyer set forth in this Part are exclusive and in substitution for, and Buyer hereby waives, releases and
renounces, all other indemnities, obligations, and liabilities of Boeing and all other rights, claims and remedies of Buyer against Boeing, express or implied, arising by law or otherwise, with respect to any actual or alleged copyright infringement
or the like by any Aircraft or any item included in any Aircraft. 
  


					
	 	  	 	  	 









 PART E  
  
 SUPPLIER WARRANTIES AND PATENT INDEMNITIES 
  

	1.	Supplier Warranties and Supplier Patent Indemnities. 

  
 Boeing will obtain adequate warranties and indemnities against patent infringement enforceable by Buyer from manufacturers (Suppliers) of systems,
accessories, equipment or parts 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 such warranties and patent indemnities
to Buyer prior to delivery of the first Aircraft. 
  

	2.	Boeing Assistance in Administration of Supplier Warranties. 

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

	3.	Boeing Support in Event of Supplier Default. 

  
 3.1 If any Supplier defaults in the performance of a material obligation under a design, material or workmanship warranty obtained by Boeing for Buyer,
and Buyer provides evidence to Boeing that such default has occurred, then the equivalent warranty and related provisions set forth in this Product Assurance Document will apply to the claimed defect to the same extent as if such item had been
manufactured to Boeing% detailed design, except that: 
  
 (i) the
warranty period with respect to such item shall be the longer of the applicable warranty period set forth in the supplier warranty or the warranty period set forth in paragraph 4 of Part A of this Exhibit B, and 
  
 (ii) the warranty notice period shall be as specified in paragraph 4.1 of
Part A of this Exhibit B. 
  
 3.2 At Boeing’s request, Buyer
will assign to Boeing, and Boeing will be subrogated to, any of Buyer’s rights against the manufacturer providing such Supplier warranty as Boeing may reasonably require in the fulfillment of its obligations hereunder. 
  


					
	 	  	 	  	 









 PART F 
  
 ENGINE MANUFACTURER’S WARRANTY 
 AND PRODUCT SUPPORT PLAN 
 MODEL 777-200ER ONLY 
  
 Boeing has obtained from General Electric Company (GE) the right to extend to Buyer the provisions of GE’s warranty as set forth below
(herein referred to as the “Warranty”); subject, however, to Buyer’s acceptance of the conditions set forth herein. Accordingly, Boeing hereby extends to Buyer and Buyer hereby accepts the provisions of GE’s Warranty as
hereinafter set forth, and such Warranty shall apply to all GE90 type Engines (including all Modules and Parts thereof) installed in the Aircraft at the time of delivery or purchased from Boeing by Buyer for support of the Aircraft except that, if
Buyer and GE have executed, or hereafter execute, a General Terms Agreement, then the terms of that Agreement shall be substituted for and supersede the provisions of paragraphs 1 through 10 below and paragraphs 1 through 10 below 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 to Buyer, Buyer hereby releases and discharges Boeing from any and all claims, obligations and
liabilities whatsoever arising out of the purchase or use of such GE90 type Engines and Buyer hereby waives, releases and renounces all its rights in all such claims, obligations and liabilities. In addition, Buyer hereby releases and discharges GE
from any and all claims, obligations and liabilities whatsoever arising out of the purchase or use of such GE90 type Engines except as otherwise expressly assumed by GE in such GE Warranty or General Terms Agreement between Buyer and GE and Buyer
hereby waives, releases and renounces all its rights in all such claims, obligations and liabilities. 
  


					
	 	  	 	  	 









 GENERAL ELECTRIC COMPANY WARRANTY 
 Model 777-200ER Only 
  

	1.	Title. 

  
 General Electric warrants that at the date of delivery, GE has legal title to and good and lawful right to sell its GE90 Type Engine and Products and
furthermore warrants that such title is free and clear of a1.1 claims, liens and encumbrances of any nature whatsoever. 
  

	2.	Patents. 

  
 A. GE will handle all claims and defend any suit or proceeding brought against Buyer 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 Buyer. This paragraph will not apply to any product or any part manufactured to Buyer's design or to the
aircraft manufacturer's design. As to such product or part, GE assumes no liability for patent infringement. 
  
 B. GE’s liability hereunder is conditioned upon Buyer 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 will expeditiously, at its own expense and at its option, either (1)
procure for Buyer the rights to continue using said product or part; (2) replace the same with a satisfactory and noninfringing product or part; or (3) modify the same so it becomes satisfactory and noninfringing. The foregoing will constitute the
sole remedy of Buyer and the sole liability of GE for patent infringement. 
  
 C. The above provisions also apply to products which are the same as those covered by this Agreement and are delivered to Buyer as part of the installed equipment on GE90 powered Aircraft. 
  

	3.	Initial Warranty. 

  
 GE warrants that GE90 Engine products will conform to GE’s applicable specifications and will be free from defects in material and workmanship prior
to Buyer’s initial use of such products. 
  


					
	 	  	 	  	 










	4.	Warranty Pass-On. 

  
 A. If requested by Buyer and agreed to by GE in writing, GE will extend warranty support for Engines sold by Buyer to commercial airline operators, or to
other aircraft operators. Such warranty support will be limited to the New Engine Warranty, New Parts Warranty, Ultimate Life Warranty and Campaign Change Warranty and will require such operator (s) to agree in writing to be bound by and comply with
all the terms and conditions, including the limitations, applicable to such warranties. 
  
 B. Any warranties set forth herein will not be transferable to a third party, merging company or an acquiring entity of Buyer. 
  
 C. In the event Buyer is merged with, or acquired by, another aircraft
operator which has a general terms agreement with GE, the Warranties as set forth herein will apply to the Engines, Modules, and Parts. 
  

	5.	New Engine Warranty. 

  
 A. GE warrants each new Engine and Module against Failure for the initial 3500 Flight Hours as follows: 
  
 1. Parts Credit Allowance will be granted for any Failed
Parts. 
  
 2. Labor Allowance for disassembly,
reassembly, tests and Parts Repair of any new Engine part will be granted for replacement of Failed Parts. 
  
 3. Such Parts Credit Allowance, test and Labor Allowance will be 100% from new to 3000 Flight Hours and decreasing pro rata from 100% at
3000 Flight Hours to zero percent at 3500 Flight Hours. 
  
 B. As
an alternative to the above allowances, GE will upon request of Buyer: 
  
 1. Arrange to have failed Engines and Modules repaired as appropriate, at a facility designated by GE at no charge to Buyer for the first 3000 Flight Hours and at a charge to Buyer increasing pro rata from zero
percent of GE’s repair costs at 3000 Flight Hours to 100% of such GE repair costs at 3500 Flight Hours. 
  


					
	 	  	 	  	 









 2. Transportation to and from the designated facility shall be at Buyer’s expense.

  

	6.	New Parts Warranty. 

  
 In addition to the warranty granted for new Engines and Modules GE warrants Engine and Module Parts as follows: 
  
 A. During the first 2000 Flight Hours for such Parts and Expendable Parts, GE
will grant 100% Parts Credit Allowance or Labor Allowance for repair labor for failed Parts. 
  


					
	 	  	 	  	 









 B. GE will grant a pro rata Parts Credit Allowance for Scrapped Parts decreasing from 100% at 2000 Flight
Hours Part Time to zero percent at the applicable hours designated in the Table below: 
  
 GE90 Warranty Parts List* 
  

									
	 	  	FLIGHT HOURS


	 	  	3000

	  	4000

	  	8000

	  	15000


	 Fan Rotor
	  	 	  	 	  	 	  	 
	 Blade, 1st Stage
	  	X	  	 	  	 	  	 
	 Blade, Booster Stages 2–4
	  	X	  	 	  	 	  	 
	 Disk, 1st Stage
	  	 	  	 	  	 	  	X
	 Spool, Booster Stages
	  	 	  	 	  	 	  	X
	 Forward Fan Shaft
	  	 	  	 	  	 	  	X
	 Spinner
	  	X	  	 	  	 	  	 
	 Mid-shaft
	  	 	  	 	  	 	  	X
	 Fan Stator
	  	 	  	 	  	 	  	 
	 Casing incl. containment
	  	 	  	 	  	X	  	 
	 Statow Vane Stages
	  	X	  	 	  	 	  	 
	 Booster Cases
	  	 	  	X	  	 	  	 
	 Outlet Guide Vane (OGV), support
	  	 	  	X	  	 	  	 
	 Noise Attenuation Panels
	  	 	  	X	  	 	  	 
	 Bleed Valve System
	  	X	  	 	  	 	  	 
	 Aft Case
	  	 	  	 	  	X	  	 
	 Compressor Rotor
	  	 	  	 	  	 	  	 
	 Blades
	  	X	  	 	  	 	  	 
	 Disks and Spools
	  	 	  	 	  	 	  	X
	 Shaft, Aft
	  	 	  	 	  	 	  	X
	 Compressor Stator
	  	 	  	 	  	 	  	 
	 Case
	  	 	  	 	  	X	  	 
	 Shrouds
	  	X	  	 	  	 	  	 
	 Vanes
	  	X	  	 	  	 	  	 
	 Variable Stator Actuating Rings
	  	X	  	 	  	 	  	 
	 Combustor
	  	 	  	 	  	 	  	 
	 Inner/Outer Liners & Dome
	  	X	  	 	  	 	  	 
	 HPT Rotor
	  	 	  	 	  	 	  	 
	 Blades
	  	 	  	X	  	 	  	 
	 Retaining Rings
	  	X	  	 	  	 	  	 
	 Shaft, Forward and Aft
	  	 	  	 	  	 	  	X
	 Disks
	  	 	  	 	  	 	  	X
	 Thermal Shield
	  	X	  	 	  	 	  	 
	 Spacer/Impeller
	  	 	  	 	  	 	  	X

  

	*	Warranty Parts List may change 

  


					
	 	  	 	  	 









 GE90 Warranty Parts List (Cont.)* 
  

									
	 	  	FLIGHT HOURS


	 	  	3000

	  	4000

	  	8000

	  	15000


	 HPT Stator
	  	 	  	 	  	 	  	 
	 Vane Assemblies
	  	 	  	X	  	 	  	 
	 Vane Support
	  	 	  	X	  	 	  	 
	 Interstage Seal
	  	X	  	 	  	 	  	 
	 Shrouds
	  	X	  	 	  	 	  	 
	 Shroud Support
	  	 	  	X	  	 	  	 
	 LPT Rotor
	  	 	  	 	  	 	  	 
	 Blades
	  	X	  	 	  	 	  	 
	 Interstage Seals
	  	X	  	 	  	 	  	 
	 Disks
	  	 	  	 	  	 	  	X
	 LP Shaft
	  	 	  	 	  	 	  	X
	 LPT Stator
	  	 	  	 	  	 	  	 
	 Case
	  	 	  	 	  	X	  	 
	 Vane Assemblies
	  	X	  	 	  	 	  	 
	 Interstage Seals
	  	X	  	 	  	 	  	 
	 Shrouds
	  	X	  	 	  	 	  	 
	 Fan Frame
	  	 	  	 	  	 	  	 
	 Mid Frame and Struts
	  	 	  	X	  	 	  	 
	 All Supports
	  	 	  	X	  	 	  	 
	 Fwd. Engine Mount
	  	 	  	X	  	 	  	 
	 Fairings
	  	 	  	X	  	 	  	 
	 Compressor Rear Frame
	  	 	  	 	  	 	  	 
	 Case
	  	 	  	 	  	X	  	 
	 “B” sump
	  	 	  	X	  	 	  	 
	 Condition Monitoring Equipment
	  	X	  	 	  	 	  	 
	 Turbine Rear Frame
	  	 	  	 	  	 	  	 
	 Frame
	  	 	  	 	  	X	  	 
	 Liner
	  	 	  	X	  	 	  	 
	 Bearing Supports
	  	 	  	X	  	 	  	 
	 “C/D” Sump
	  	 	  	X	  	 	  	 
	 Main Engine Bearings
	  	 	  	X	  	 	  	 
	 Gearboxes
	  	 	  	 	  	 	  	 
	 Cases
	  	 	  	X	  	 	  	 
	 Shafts, Drive
	  	 	  	X	  	 	  	 
	 Gears
	  	 	  	X	  	 	  	 
	 Bearings
	  	 	  	X	  	 	  	 
	 Plug-in Adapters
	  	 	  	X	  	 	  	 

  

	*	Warranty Parts List may change 

  


					
	 	  	 	  	 









 GE90 Warranty Parts List (Cont. )* 
  

									
	 	  	FLIGHT HOURS


	 	  	3000

	  	4000

	  	8000

	  	15000


	 Rotor Tubes and Baffles
	  	X	  	 	  	 	  	 
					
	 Sump Air and Oil Seals
	  	X	  	 	  	 	  	 
	 Oil Tank
	  	X	  	 	  	 	  	 
					
	 Controls & Accessories-Engine
	  	 	  	 	  	 	  	 
	 Lube Pump
	  	X	  	 	  	 	  	 
	 Scavenge Pump
	  	X	  	 	  	 	  	 
	 Scavenge Filter
	  	X	  	 	  	 	  	 
	 Fuel/Oil Heat Exchanger
	  	X	  	 	  	 	  	 
	 Main Fuel Pump
	  	X	  	 	  	 	  	 
	 Fuel Filter
	  	X	  	 	  	 	  	 
	 Pressurizing Valve
	  	X	  	 	  	 	  	 
	 Hydro Mechanical Unit
	  	X	  	 	  	 	  	 
	 Compressor Inlet Temperature Sensor
	  	X	  	 	  	 	  	 
	 Variable Stator Actuator
	  	X	  	 	  	 	  	 
	 Thermocouple Harness
	  	X	  	 	  	 	  	 
	 Tachometer Generator-Fan
	  	X	  	 	  	 	  	 
	 Anti-Icing Valve
	  	X	  	 	  	 	  	 
	 Ignition Unit
	  	X	  	 	  	 	  	 
	 Electronic Control Unit
	  	X	  	 	  	 	  	 
	 Fuel Nozzle
	  	X	  	 	  	 	  	 
	 Power Alternator
	  	X	  	 	  	 	  	 

  

	*	Warranty Parts List may change 

  


					
	 	  	 	  	 










	7.	Ultimate Life Warranty. 

  
 A. GE warrants Ultimate Life limits on the following parts: 
  
 GE90 Engine 
  
 Fan Rotor 
  
 Disk, Stage 1 
 Spool, Booster Stages 2-4 
 Fan-Shaft, Forward 
 Fan-Shaft, Aft 
  
 Compressor Rotor 
  
 Disk Shaft, Forward 
 Spool Stages 2-6 
 Disk, Stage 7 
 Spool Shaft, Stage 8-10 
  
 High Pressure Turbine Rotor 
  
 Disk Shaft, Stage 1 
 Disk Shaft, Stage 2 
  
 Low Pressure
Turbine Rotor 
  
 Disks, Stage 1-6

 Shaft, Cone 
 Shaft, Forward 
  
 B. GE will
grant a pro rata Parts Credit Allowance of 100% when new to 10,000 Flight Cycles, and a credit allowance decreasing pro rata from 100% at 10,000 Flight Cycles to zero percent at 15,000 Flight Cycles. Credit will be granted only when such Parts are
permanently removed from service by a GE or U.S. Government imposed Ultimate Life Limitation of less than 15,000 Flight Cycles. 
  

	8.	Campaign Change Warranty. 

  
 A. A campaign change will be declared by GE when a new Part design introduction, Part modification, Part inspection, or premature replacement of an Engine
or Module is required by a time compliance (specific date) GE Service Bulletin. Campaign change may also be declared for GE Service Bulletins requesting new Part introduction no later 

  


					
	 	  	 	  	 









 
than the next Engine or Module shop visit. GE will grant the following Parts Credit Allowances: 
  
 Engines and Modules 
  
 (1) 100% for Parts in inventory or removed from service when
new or with 3000 Flight Hours or less total Part Time. 
  
 (2) Pro rata for Parts in inventory, or removed from service decreasing pro rata from 100% at 3000 Flight Hours to 50% at 3500 Flight Hours. 
  
 (3) 50% for Parts in inventory or removed from service with over 3500 Flight Hours since new, regardless of warranty status. 

 
 B. Labor Allowance – GE will grant 100% Labor Allowance for
disassembly, reassembly, modification, testing, or inspection of GE-supplied Engines, Modules or Parts therefor when such action is required to comply with a mandatory time compliance (specific date) GE Service Bulletin. A Labor Allowance will be
granted by GE for other GE issued Service Bulletins if so specified in such Service Bulletins. 
  
 C. Life Controlled Rotating Parts retired by Ultimate Life limits are excluded from Campaign Change Warranty. 
  

	9.	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 KIND, 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 BUYER EXCEED THE PURCHASE PRICE OF THE PRODUCT GIVING RISE TO BUYER'S CLAIM OR INCLUDE INCIDENTAL OR CONSEQUENTIAL DAMAGES. 
  

	10.	Indemnity and Contribution. 

  
 A. IN THE EVENT BUYER ASSERTS A CLAIM AGAINST A THIRD PARTY FOR DAMAGES OF THE TYPE LIMITED OR EXCLUDED IN LIMITATIONS, PARAGRAPH 9. ABOVE, BUYER SHALL
INDEMNIFY AND 

  


					
	 	  	 	  	 









 
HOLD GE HARMLESS FROM AND AGAINST ANY CLAIM BY OR LIABILITY TO SUCH THIRD PARTY FOR CONTRIBUTION OR INDEMNITY, INCLUDING COSTS AND EXPENSES (INCLUDING
ATTORNEYS’ FEES) INCIDENT THERETO OR INCIDENT TO ESTABLISHING SUCCESSFULLY THE RIGHT TO INDEMNIFICATION UNDER THIS PROVISION. THIS INDEMNITY SHALL APPLY WHETHER OR NOT SUCH DAMAGES WERE OCCASIONED IN WHOLE OR IN PART BY THE FAULT OR NEGLIGENCE
OF GE, WHETHER ACTIVE, PASSIVE OR IMPUTED. 
  
 B. BUYER
SHALL INDEMNIFY AND HOLD GE HARMLESS FROM ANY DAMAGE, LOSS, CLAIM, AND LIABILITY OF ANY KIND (INCLUDING EXPENSES OF LITIGATION AND ATTORNEYS’ FEES) FOR PHYSICAL INJURY TO OR DEATH OF ANY PERSON, OR FOR PROPERTY DAMAGE OF ANY TYPE, ARISING OUT
OF THE ALLEGED DEFECTIVE NATURE OF ANY PRODUCT OR SERVICE FURNISHED UNDER THIS AGREEMENT, TO THE EXTENT THAT THE PAYMENTS MADE OR REQUIRED TO BE MADE BY GE EXCEED ITS ALLOCATED SHARE OF THE TOTAL FAULT OR LEGAL RESPONSIBILITY OF ALL PERSONS ALLEGED
TO HAVE CAUSED SUCH DAMAGE, LOSS, CLAIM, OR LIABILITY, BECAUSE OF A LIMITATION OF LIABILITY ASSERTED BY BUYER OR BECAUSE BUYER DID NOT APPEAR IN AN ACTION BROUGHT AGAINST GE. BUYER’S OBLIGATION TO INDEMNIFY GE HEREUNDER SHALL BE APPLICABLE AT
SUCH TIME AS GE IS REQUIRED TO MAKE PAYMENT PURSUANT TO A FINAL JUDGMENT IN AN ACTION OR PROCEEDING IN WHICH GE WAS A PARTY, PERSONALLY APPEARED, AND HAD THE OPPORTUNITY TO DEFEND ITSELF. THIS INDEMNITY SHALL APPLY WHETHER OR NOT BUYER’S
LIABILITY IS OTHERWISE LIMITED. 
  


					
	 	  	 	  	 









 PART F-I 
  
 ENGINE MANUFACTURER’S WARRANTY 
 AND PRODUCT SUPPORT PLAN 
 MODEL 777-300ER ONLY 
  
 ENGINE WARRANTY AND PRODUCT SUPPORT PLAN. Boeing has obtained from General Electric Company (GE) GE’s guarantee that GE will
extend directly to Buyer GE’s warranty, special guarantees and product support services (hereinafter collectively referred to as the “Warranty”); subject, however, to Buyer’s acceptance of the conditions set forth in the
Warranty. 
  
 In consideration for Boeing’s having obtained GE’s
guarantee to provide the Warranty directly to the Buyer, Buyer hereby releases and discharges Boeing from any and all claims, obligations and liabilities whatsoever arising out of the purchase or use of such Engines and Buyer hereby waives, releases
and renounces all its rights in all such claims, obligations and liabilities. THE WARRANTY GE EXTENDS DIRECTLY TO BUYER IS EXCLUSIVE, AND IS IN LIEU OF ALL OTHER WARRANTIES WHETHER WRITTEN, ORAL OR IMPLIED. THERE ARE NO IMPLIED WARRANTIES OF FITNESS
OR MERCHANTABILITY. 
  


					
	 	  	 	  	 









 PART G  
  
 BOEING INTERFACE COMMITMENT 
  

	1.	Interface Problems. 

  
 If Buyer experiences technical problems in the operation of an Aircraft or its systems, the cause of which is not readily identifiable by Buyer but which
Buyer believes to be attributable to the design characteristics of the Aircraft or its systems (Interface Problem), Boeing will, without additional charge to Buyer, promptly conduct an investigation and analysis to determine the cause or causes of
the Interface Problem and to recommend such corrective action as may be feasible. Buyer will furnish to Boeing all data and information in Buyer’s possession relevant to the Interface Problem, and will cooperate with Boeing in the conduct of
investigations and tests. Boeing will promptly advise Buyer 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 of any item manufactured to Boeing’s detailed design, Boeing
will correct the design of such item to the extent of any then-existing obligations of Boeing under the provisions of the applicable Boeing Warranty or Boeing Service Life Policy. 
  

	3.	Manufacturer Responsibility. 

  
 If Boeing determines that the Interface Problem is primarily attributable to the design of an item not manufactured to Boeing’s detailed design,
Boeing will assist Buyer in processing a warranty claim against the manufacturer of such item. Boeing will also take whatever reasonable action is permitted by its contracts with such manufacturer in an effort to obtain a correction of the Interface
problem acceptable to Buyer. 
  


					
	 	  	 	  	 










	4.	Joint Responsibility. 

  
 If Boeing determines that the Interface Problem is partially attributable to the design of an item manufactured to Boeing’s detailed design and
partially to the design of an item not manufactured to Boeing’s detailed design, Boeing will seek a solution to the Interface Problem through the cooperative efforts of Boeing and the manufacturer of the other item and will promptly advise
Buyer of resulting corrective actions and recommendations as may be proposed by Boeing and such other manufacturer(s; such proposal to be consistent with any then existing obligations of Boeing and such other manufacturer(s) . If such proposal is
acceptable to Buyer, the proposed action will be taken. 
  

	5.	General. 

  
 Buyer will, if requested by Boeing, assign to Boeing any of Buyer’s rights against any manufacturer as Boeing may require to fulfill its obligations
hereunder. 
  

	6.	Disclaimer and Release; Exclusion of Liabilities. 

  
 This Part G and the rights and remedies of Buyer and the obligations of Boeing herein are subject to the Disclaimer And Release and Exclusion of
Consequential and Other Damages provisions of Article 12 of this Agreement. 
  


					
	 	  	 	  	 









 PART H  
  
 GENERAL 
  

	1.	Duplicate Product Assurance Remedies. 

  
 Boeing will not provide or be requested to provide multiple remedies for any claim made pursuant to the provisions of this Product Assurance Document.

  

	2.	Notices. 

  
 References to “Boeing” in connection with notices or communications throughout this Product Assurance Document mean Boeing’s Product
Assurance Regional Manager at Renton, Washington. 
  


					
	 	  	 	  	 









 PART I 
  
 SUPPLIER COMPONENT RELIABILITY (MTBUR/MTBF) COMMITMENTS AND 
 SYSTEM RELIABILITY (MTBMA) COMMITMENTS 
  

	1.	Supplier MTBUR/MTBF and MTBMA Commitments. 

  
 Boeing will use diligent efforts to obtain component reliability commitments and, for fault tolerant systems, system reliability commitments, enforceable
by Buyer, from suppliers of certain systems, accessories, equipment and parts which are selected and purchased by Boeing but which are not manufactured to Boeing’s detailed design and which will be installed in the Aircraft at time of delivery.
These commitments will be based on the supplier? contractual targets for Mean Time Between Unscheduled Removals (MTBUR), Mean Time Between Failures (MTBF) and, for fault tolerant systems, Mean Time Between Maintenance Alerts (MTBMA) . Boeing will
furnish copies of such supplier MTBUR/MTBF and MTBMA commitments to Buyer, in Boeing Document No. DQ-56115, “Supplier Product Support and Product Assurance Document – All Boeing Model Airplanes,” prior to delivery of the first
Aircraft. 
  

	2.	Boeing Support of Supplier MTBUR/MTBF Commitments. 

  
 Buyer will be responsible for submitting any reliability reports directly to suppliers, however if any supplier defaults in the performance of any
material obligation with respect to the supplier’s MTBUR/MTBF commitments obtained by Boeing pursuant to paragraph 1 above, then the terms and conditions set forth in Part J of this Product Assurance Document will apply with respect to the
supplier component involved, as if such component was a “Specified Component” (as defined in paragraph 2.12 of such Part J) provided by Boeing, except that: 
  
 2.1 Buyer will, within 3 months after the occurrence of such default, submit to Boeing’s Warranties Regional Manager at
Renton, Washington, reasonable proof that such default has occurred; 
  
 2.2 The MTBUR and MTBF target values used will be the target values specified in the supplier commitments obtained by Boeing as described in paragraph 1 above; and 
  


					
	 	  	 	  	 









 2.3 Boeing will have the right to assign any or all of its applicable obligations and liabilities with
respect to Part J to any supplier that Boeing may select, provided that Boeing will remain obligated,, pursuant to this paragraph 2, to such applicable Part J provisions in the event of any further default by any such supplier. 
  
 At Boeing’s request, Buyer will assign to Boeing, and Boeing will be subrogated to, any
of Buyer’s rights against such supplier as Boeing may reasonably require to permit Boeing to seek remedies from such supplier comparable to those provided by Boeing to Buyer pursuant to such Part J. 
  

	3.	Boeing Support of Supplier MTBMA Commitments. 

  
 In the event that any supplier defaults in the performance of any material obligation with respect to such supplier’s MTBMA commitments obtained by
Boeing pursuant to paragraph 1 of this Part I, then the terms and conditions set forth in Attachment A to this Part I will apply with respect to the supplier component involved, except that: 
  
 3.1 Buyer will, within 3 months after the occurrence of such default, submit
to Boeing’s Warranties Regional Manager at Renton, Washington, reasonable proof that such default has occurred; and 
  
 3.2 The MTBMA target values used will be the target values specified in the supplier commitments obtained by Boeing as described in paragraph 1 above.

  


					
	 	  	 	  	 









 Attachment A to 
 Part I 
  
 Fault Tolerant System Reliability (MTBMA) Program 
 for Supplier-Designed Products 
  
 Boeing
will use diligent efforts to obtain system reliability programs from suppliers of fault-tolerant systems. The definitive terms being requested of the suppliers for such programs are essentially the same as those contained in Part J of this Product
Assurance Document, except for the following: 
  
 1. Reliability
would be measured in terms of Mean Time Between Maintenance Alerts (MTBMA) wherein the Maintenance Alert is a message provided to the Aircraft’s on-board maintenance system when internal. components of the specified system have failed, but at
least 1 additional and like failure would be required before Aircraft dispatch integrity requirements could no longer be met, 
  
 2. Reliability deficiencies would be based on an excessive level of Maintenance Alerts wherein removal of the specified system from the Aircraft would not
be a requirement. 
  
 3. Remedies for such deficiencies would
apply to the affected fleet of 777 aircraft as well as the Aircraft. 
  
 4. To support such fleet-wide remedies, all operators of 777 aircraft will be strongly encouraged to provide reliability data on a monthly basis whether or not they are claiming an MTBMA reliability deficiency. 
  
 5. Such programs will be administered directly between Buyer and such
suppliers. 
  


					
	 	  	 	  	 









 PART J 
  
 COMPONENT RELIABILITY (MTBUR/MTBF) PROGRAM 
 FOR SPECIFIED COMPONENTS MANUFACTURED TO BOEING’S 
 DETAILED DESIGN 
  

	1.	_________. 

  
 1.1 Program Term. 
  
 The
Component Reliability Mean Time Between Unscheduled Removal (MTBUR) and Mean Time Between Failure (MTBF) Program as set forth herein (the Program) will be, with respect to each Specified Component (as hereinafter defined), in effect for a term of 5
consecutive years after delivery of the first Model 777 aircraft in which the first of each such Specified Component is installed (the Program Term). Except as otherwise provided herein, all provisions of the Program and Boeing’s obligations
hereunder will terminate, with respect to each Specified Component, at the end of the last day of the Program Term applicable to each such Component. 
  
 1.2 Covered Aircraft. 
  
 The Program will apply to any Specified Component installed in any Aircraft operated by Buyer (the Covered Aircraft) during the Program Term. 

 

	2.	Definitions. 

  
 For purposes of the Program, the following definitions will apply: 
  
 2.1 “BITE” means Built-In-Test Equipment. 
  
 2.2 “Chargeable Unscheduled Removal” for any Specified Component means the removal of such Component from a
Covered Aircraft during any Reporting Period or Special Reporting Period for such Component due to a known or suspected malfunction or defect, including a removal made in response to BITE. However, the unscheduled removal of a Specified Component
will not constitute a Chargeable Unscheduled Removal in any of the following events: 
  
 2.2.1 The removal of the Specified Component is caused by any operation, service or maintenance of such Component, the Covered Aircraft or
a system in which such 

  


					
	 	  	 	  	 









 
Component is installed which is not in accordance with Boeing’s applicable written instructions, unless Buyer can establish that such operation, service
or maintenance is in accordance with recognized standards for commercial air carriers; 
  
 2.2.2 The removal is for maintenance convenience; 
  
 2.2.3 The removal is for purposes of condition analysis; 
  
 2.2.4 The removal is due to a cause which is incidental to
or a consequence of a failure of another part; 
  
 2.2.5 Prior to such removal, a remedy for the cause for such removal has been offered to Buyer and Buyer has not accomplished such remedy within the time period set forth in paragraph 6.1 herein; or 
  
 2.2.6 The removal is caused by Buyer’s failure to
repair or replace all faulty or discrepant component parts of the Specified Component when performing service or maintenance on such Component. 
  
 2.3 “Buyer’s Fleet” or “Fleet” means all Covered Aircraft operated by Buyer during any Reporting Period or Special Reporting
Period, 
  
 2.4 “Fleet Achieved MTBF” or “Fleet
Achieved MTBUR” for any Specified Component during any Reporting Period or Special Reporting Period for such Component is the value obtained by use of the following formula: 
  

					
	 Fleet Achieved MTBF
                 or
	  	=	  	 Fleet Component Hours
 Fleet Verified Failures
or

	 Fleet Achieved MTBUR
	  	 	  	Fleet Unscheduled Removals, respectively

  
 2.5 “Fleet
Component Hours” for any Specified Component are the total Fleet flying hours (Covered Aircraft takeoff to touchdown) during any Reporting Period or Special Reporting Period for such Component multiplied by the number of such Components per
Covered Aircraft. 
  
 2.6 “Fleet Verified Failures” or
“Fleet Unscheduled Removals” for any Specified Component are the total number of Verified Failures or Chargeable Unscheduled 

  


					
	 	  	 	  	 









 
Removals, respectively, of such Component experienced by a Fleet during any Reporting Period or Special Reporting Period for such Component.

  
 2.7 “MTBF Deficiency” or “MTBUR
Deficiency” for any Specified Component occurs when, for any Reporting Period for such Component, 4 or more Verified Failures or 4 or more Chargeable Unscheduled Removals are experienced and the Fleet Achieved MTBF or Fleet Achieved MTBUR for
such Reporting Period is less than the “Target Critical Value” with respect to such Component, as determined by the procedure in paragraph 7 herein. 
  

2.8 “Special MTBF Deficiency” or “Special MTBUR Deficiency” for any Specified Component occurs when, for any Special Reporting
Period for such Component, 3 or more Verified Failures or Chargeable Unscheduled Removals are experienced and Fleet Achieved MTBF or Fleet Achieved MTBUR for such Component during such Special Reporting Period does not exceed 50% percent of the MTBF
or MTBUR Target for such Component. 
  
 2.9 “MTBUR
Target” or “MTBF Target” for any Specified Component will be the applicable value specified for such Component in paragraph 9 herein. 
  
 2.10 “Reporting Period” for each Specified Component in a Fleet will be the number of consecutive months, including the month immediately
preceding the month of any report furnished by Buyer hereunder, during which at least 4 Verified Failures or Chargeable Unscheduled Removals have occurred. The initial Reporting Period will commence on the first day of the first full calendar month
following the date Buyer’s first Covered Aircraft is delivered. 
  
 2.11 “Special Reporting Period” for each Specified Component in a Fleet will be the number of consecutive months, including the month immediately preceding the month of any report furnished by Buyer hereunder, wherein (i) at least
3 Verified Failures or Chargeable Unscheduled Removals of such Component occur and (ii) no more than 3 Covered Aircraft are operated by Buyer during such period. 
  
 2.12 “Specified Component” or “Component” means any part identified in paragraph 9 herein or any later
configurations thereof installed on a Covered Aircraft or sold by Boeing to Buyer as a spare part during the Program Term. 
  


					
	 	  	 	  	 









 2.13 “Turnaround-Time” for each Specified Component during any Reporting Period or Special
Reporting Period is the average time in calendar days consumed in the receiving, inspection, test, repair, modification, replacement, packaging and shipping preparation necessary to confirm or restore the serviceability of all such Components
experiencing a Chargeable Unscheduled Removal or Verified Failure which are removed and processed during such Reporting Period or Special Reporting Period. Specific Turnaround-Time periods are defined as follows: 
  
 2.13.1 For Specified Components processed by Boeing, the
Turnaround-Time will start on the date on which both the Component and Buyer’s return order or claim pertaining to such Component have been received by Boeing and will end on the date the serviceable or replacement Component is shipped by
Boeing to Buyer, plus a maximum of 5 days transportation time for return shipment from Boeing to Buyer. Boeing will use the most expeditious method of transportation, including air shipment, to the maximum extent practicable. 
  
 2.13.2 For Specified Components processed by Buyer, the
average Turnaround-Time will not exceed a period beginning with the date of removal of the Specified Component and ending 15 calendar days after such date, unless a longer period is (i) justified due to a delay by Boeing in providing parts required
to repair or modify such Specified Components or (ii) established by agreement between Boeing and Buyer. 
  
 2.14 “Verified Failure” for any Specified Component means an unscheduled removal of such Component from a Fleet during any Reporting Period or
Special Reporting Period due to a failure in such Component where such failure is the primary cause for removal and is subsequently confirmed by Boeing’s approved shop test, investigative processes, inspection findings or BITE failure
confirmation records. However, the unscheduled removal of a Specified Component due to a failure of such Component will not constitute a “Verified Failure” in any of the following events: 
  
 2.14.1 The failure of such Specified Component is caused by
any operation, service or maintenance of such Component, the Covered Aircraft or a system in which such Component is installed which is not in accordance with Boeing’s applicable written instructions, unless Buyer can establish that such
operation, service, maintenance or overhaul is in accordance with recognized standards for commercial air carriers; 
  


					
	 	  	 	  	 









 2.14.2 The failure of the Specified Component is due to a cause which is incidental to or
a consequence of a failure of another part; 
  
 2.14.3 Prior to such failure a remedy for such failure has been offered to Buyer and Buyer has not accomplished such remedy within the time period set forth in paragraph 6.1 herein; or 
  
 2.14.4 The failure is caused by Buyer’s failure to
repair or replace all faulty or discrepant component parts of the Specified Component when performing service or maintenance on such Component. 
  

	3.	Remedies. 

  
 3.l If Buyer notifies
Boeing within 90 days after completion of the most recent Reporting Period or Special Reporting Period with respect to any Specified Component that an MTBUR Deficiency or an MTBF Deficiency exists or that a Special MTBUR Deficiency or Special MTBF
Deficiency for such Specified Component for such Period exists; then Boeing will: 
  
 3.1.1 Upon Buyer’s request, and at no cost to Buyer, provide technical assistance and recommendations to Buyer of the type and extent
which Boeing determines is appropriate for correcting such Deficiency; 
  
 3.1.2 Investigate the circumstances and possible causes of any such Deficiency, and, if such investigation indicates a design review is appropriate, initiate a review of the design of such Component and, if redesign
is practicable, redesign such Component. If such redesign requires modification of deficient Specified Components, Boeing will either (i) modify such deficient Components at no charge to Buyer or (ii) provide retrofit kits required to accomplish
such modification at no-charge to Buyer and reimburse Buyer for the direct labor costs to incorporate such retrofit kits. Boeing’s reimbursement amount will not exceed Boeing’s reasonable estimate of the labor hours required therefor by
Buyer, using the warranty labor reimbursement agreement then in effect between Boeing and Buyer; and 
  


					
	 	  	 	  	 









 3.1.3 Upon Buyer’s request, provide to Buyer on a no-charge loan basis the quantity
of additional spare Specified Components determined by the formula set forth in paragraph 8 herein. Such spare Specified Component(s) will be in a new or used-serviceable condition, 
  
 3.2 Upon receipt of each subsequent monthly report submitted by Buyer pursuant to paragraph 5.2 herein, Boeing will monitor
the Fleet Achieved MTBUR and/or Fleet Achieved MTBF with respect to the deficient Specified Component and, depending on the reliability performance of such Component, either (i) if a Deficiency continues to exist, and at Buyer’s request, furnish any additional spare Component(s) available to Buyer under the terms of the Program or (ii) if a Deficiency no
longer exists and subject to separate agreement between Buyer and Boeing, Boeing will: 
  
 3.2.1 sell such loaned spare Component(s) to Buyer as additional follow-on spare parts, and/or 
  
 3.2.2 arrange for the incorporation of such loaned spare
Component(s) in one or more of Buyer’s follow-on Aircraft. 
  
 If Buyer and
Boeing cannot reach agreement on either alternative 3.2.1 or 3.2.2 above, Buyer will be responsible for the prompt return to Boeing of any spare Component(s) loaned hereunder. 
  

	4.	Extended Remedies. 

  
 Notwithstanding the expiration of the Program Term for any Specified Component, if an MTBWR Deficiency, Special MTBUR Deficiency, MTBF Deficiency or
Special MTBF Deficiency exists with regard to such Specified Component on such expiration date, and Buyer notifies Boeing of such Deficiency within 90 days after such date, Boeing will either: 
  
 4.1 Extend the Program for such Specified Component until such Deficiency is
corrected, in which case the provisions of paragraph 3 herein will remain in full force and effect with respect to such Specified Component, or 
  
 4.2 Negotiate in good faith with Buyer to reach a mutually agreeable settlement regarding such Deficiency. 
  


					
	 	  	 	  	 










	5.	Administrative Requirements. 

  
 5.1 If no MTBUR Deficiency, Special MTBUR Deficiency, MTBF Deficiency or Special MTBF Deficiency exists with respect to a Specified Component for any
Reporting Period, or, if applicable, Special Reporting Period, no reports need be filed. If a Deficiency is being claimed, the reports identified in paragraph 5.2 below covering the Reporting Period or Special Reporting Period during which such
Deficiency occurred will accompany such claim. 
  
 5.2 After such
a Deficiency has been claimed or when any remedies, as set forth in paragraph 3 herein, are being provided to Buyer, Buyer will provide monthly reports to Boeing. Such reports will include the calculation of the Fleet Achieved MTBUR or Fleet
Achieved MTBF for the most recently completed Reporting Period or, if applicable, Special Reporting Period (which will include the same number of months in the Reporting Period or Special Reporting Period initially selected by Buyer pursuant to
paragraph 2.10 or 2.11 herein for the Specified Component involved) and will be submitted to Boeing within 30 days after the last day of each successive month. 
  

5.3 Upon request, Buyer will submit to Boeing adequate proof that any removal of a Specified Component for a reason claimed by Buyer to constitute a
Chargeable Unscheduled Removal or Verified Failure does in fact constitute such Removal or such Failure. Buyer will afford Boeing a reasonable opportunity to investigate the cause of any claimed Deficiency and will provide such additional
information as is reasonably necessary to monitor the Program or to investigate any claimed Deficiency. Buyer records supporting such reports and any additional pertinent information related thereto will be maintained for a minimum of 1 year after
submittal of the report or related information. All such records and any other data in Buyer’s possession reasonably required for the proper administration of the Program will, upon request, be made available at Buyer’s facilities for
examination by Boeing. 
  
 5.4 All reports submitted to Boeing
will be addressed to the attention of Boeing’s Warranties Regional Manager at Renton, Washington. 
  


					
	 	  	 	  	 










	6.	Conditions and Limitations. 

  
 6.1 If, to improve the Fleet Achieved MTBUR or Fleet Achieved MTBF for a Specified Component, Boeing provides service bulletins, service letters or other
written instructions (instructions) or offers no-charge retrofit kits (kits) pertaining to such Component, Buyer will accomplish such instructions or install such kits within a period of 240 days after availability of such instructions or kits at
Buyer’s facility or such longer period as may be established by mutual agreement between Boeing and Buyer. If Buyer does not accomplish the instructions or install the kits within the time periods indicated, all removals of Specified Components
affected by such instructions or kits which occur after expiration of such time periods and prior to accomplishment by Buyer of such instructions or kits on all affected Specified Components in Buyer’s possession will be excluded from the
calculations which determine whether or not remedies are available under the Program. 
  
 6.2 The Program is not a warranty or an agreement to modify any Specified Component to conform to new developments in the state of design or manufacturing art. Boeing’s sole obligations under the Program and
Buyer’s sole remedy and relief for all matters arising under or by virtue of the Program will be as set forth herein. This Part J and the rights and remedies of Buyer and obligations of Boeing herein are subject to the disclaimer and release
and Exclusion of Consequential and Other Damages provisions of Article 12 of this Agreement. 
  

	7.	Determination of Target Critical Values for MTBUR and MTBF Targets. 

  
 7.1 Definitions. 
  

					
	 R
	 	=	  	number of Fleet Unscheduled Removals (for MTBUR) or Fleet Verified Failures (for MTBF) during Reporting Period.
			
	 M
	 	=	  	applicable MTBUR Target or MTBF Target for the Specified Component (as set forth in paragraph 9 herein).
			
	 C
	 	=	  	Critical Value Multiplier (determined using the table below) which corresponds to the value of “R” as defined above. (Interpolation is to be used for values not shown in the table
below.)

  


					
	 	  	 	  	 









 7.2 Target Critical Value Calculation. 
  
 The Target Critical Value (used to determine if an MTBUR Deficiency or an
MTBF Deficiency exists) for any Specified Component will be calculated as follows: 
  
 Target Critical Value = CM 
  
 7.3
Table of Critical Value Multipliers. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  

	8.	Additional Spare Specified Components Formula. 

  
 8.1 Definitions. 
  

					
	 M
	 	=	  	applicable MTBWR or MTBF Target for the Specified Component
			
	 m
	 	=	  	Fleet Achieved MTBUR or MTBF
			
	 N
	 	=	  	total number of installed Specified Components, i.e, number of Covered Aircraft operated during the Reporting Period or, if applicable, Special Reporting Period times the number of such
Specified Components installed per Covered Aircraft.

  


					
	 	  	 	  	 










					
	 T
	 	=	  	Turnaround-Time (in calendar days)
			
	 u
	 	=	  	Average daily utilization (total actual Fleet flying hours, takeoff to touchdown, divided by total number of Fleet in-service calendar days) during the latest Reporting Period or, if
applicable, Special Reporting Period
	
	The quantity of spare Specified Components (Q) to be offered pursuant to Paragraph 3.1.3 is:
			
	 Q
	 	=	  	 (T) (u) (N) (M–m)
                     (Mm)


  
 8.2 If Q is less than
1, then Buyer will be entitled to 1 spare Specified Component. Any value of Q greater than 1 will be rounded to the nearest whole number. 
  

	9.	Specified Components. 

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


					
	 	  	 	  	 









 CUSTOMER SUPPORT DOCUMENT 
  
 between 
  
 THE BOEING COMPANY 
  
 and 
  
 COMPAGNIE NATIONALE AIR FRANCE 
  
 Exhibit C to Purchase
Agreement Number 1966 
  


					
	 	  	 	  	 









 CUSTOMER SUPPORT DOCUMENT NO. 1966 
  
 Dated Nov. 28 1996 
  
 Relating to 
  
 BOEING MODEL 777 AIRCRAFT 
  
 This Customer Support Document is Exhibit C to and forms a part of Purchase Agreement No. 1966 between The Boeing Company (Boeing) and Compagnie Nationale Air France (Buyer) relating to the purchase of Boeing Model
777 aircraft. This Customer Support Document consists of the following parts: 
  

			
		
	 PART A
	  	Boeing Maintenance Training Program
		
	 PART B
	  	Boeing Customer Support Services
		
	 PART C
	  	Boeing Flight Training Program
		
	 PART D
	  	Technical Data and Documents
		
	 PART E
	  	Buyer’s Indemnification of Boeing and Insurance
		
	 PART F
	  	Alleviation or Cessation of Performance

  


					
	 	  	 	  	 









 PART A 
  
 BOEING MAINTENANCE TRAINING PROGRAM 
  

	1.	General. 

  
 This Part A describes the maintenance training to be provided by Boeing (Maintenance Training) at Boeing’s training facility at or near Seattle, The
Maintenance Training will be provided at no additional charge to Buyer, except as otherwise provided herein. If any part of the Maintenance Training is not used by Buyer prior to delivery of the first Aircraft, Boeing will not be obligated to
provide such Maintenance Training at a later date, unless the parties have otherwise agreed in writing. 
  
 All instruction, examinations and materials shall be prepared and presented in the English language and in the units of measure used by Boeing. Buyer will provide interpreters if required for Buyer’s personnel.

  
 Buyer will be responsible for the living expenses of Buyer’s personnel
during Maintenance Training. For Maintenance Training provided at or near Seattle, Boeing will transport Buyer’s personnel between their local lodging and the training facility. 
  

	2.	Maintenance Training Planning Conference. 

  
 No later than 12 months prior to delivery of Buyer’s first Aircraft, Boeing and Buyer will conduct a planning conference in order to schedule and
discuss the Maintenance Training. 
  
  


					
	 	  	 	  	 










	3.	Maintenance Training Program. 

  
 The Maintenance Training Program will (i) consist of classroom presentations supported by training materials and aids and (ii) if practicable, include an
escorted tour of aircraft production areas and/or flight lines. The Maintenance Training will include the following courses: 
  
 3.1 General Familiarization Course. 
  
 This course provides general systems information for Buyer’s upper management personnel; it does not address the maintenance of the Aircraft and its
systems in the detail required by maintenance personnel. 
  
 [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  
 3.2 Mechanical/Electrical Systems Course (Instructor). 
  
 This course provides instruction on the normal operation and maintenance of the Aircraft mechanical and electrical systems, and is oriented to those
personnel who require instructor-level knowledge of aircraft mechanical and electrical systems. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  
 3.3 Avionics Systems Course (Instructor). 
  
 This course provides instruction on the normal operation and maintenance of the Aircraft avionics systems, and is oriented
to those personnel who require instructor-level knowledge of aircraft avionics systems. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  
 3.4 Mechanical/Electrical Systems Course (Line and Base). 
  

This course provides instruction on the normal operation and maintenance of the Aircraft mechanical and electrical systems, and is oriented to those
personnel who specialize in line and base maintenance of aircraft mechanical and electrical systems. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  
 3.5 Avionics Systems Course (Line and Base). 
  
 This course provides instruction on the normal operation and maintenance of the Aircraft avionics systems, and is oriented
to those personnel who specialize in line and base maintenance of aircraft avionics systems. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  


					
	 	  	 	  	 









 3.6 Engine Run-Up Course. 
  
 This course provides instruction on test procedures and values for those personnel involved with engine run-up after an
engine change. Students for this course must have successfully completed the Mechanical/Electrical Systems Course described above. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  
 3.7 Corrosion Prevention and Control Course. 
  
 This course provides instruction on aircraft corrosion prevention and
control. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  
 3.8 Aircraft Rigging Course. 
  
 This course provides instruction on aircraft rigging so as to provide specialist personnel with the necessary information to rig all flight control surfaces, landing gear components, aircraft doors and engines. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  
 3. 9 Advanced Composite Repair Course. 
  
 This
course provides instruction for structural repair personnel and promotes understanding of the design philosophy, inspection and repair of advanced composite components. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] 
  
 3.10 Courseware Delivery Familiarization
Course. 
  
 This course provides familiarization training for
instructors on maintenance training products, as provided by Boeing in accordance with this Exhibit C. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  


					
	 	  	 	  	 









 3.11 Cabin Management System (CMS) Configuration Database Generator (CDG) Familiarization Course.

  
 This course will use the CDG Training Manual as primary text
and CDG User Manual as reference source in providing hands-on training to airline personnel in the utilization of CDG. The course will also include an overview of CMS components, locations and system operation. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  

	4.	Training at a Facility Other Than Boeing’s 

  
 If requested prior to the conclusion of the Maintenance Training Planning Conference, Boeing will conduct the classroom training described above (except
for the Advanced Composite Repair Course) at a mutually acceptable alternate training site, subject to the following conditions: 
  
 4.1 Buyer will be responsible for providing acceptable classroom space and training equipment required to present the Boeing courseware. 
  
 4.2 Buyer will pay Boeing’s then-current per diem charge for each Boeing
instructor for each day, or fraction thereof, such instructor is away from Seattle, including travel time. 
  
 4.3 Buyer will reimburse Boeing for round-trip transportation for Boeing’s instructors and training materials between Seattle and such alternate
training site. 
  
 4.4 Buyer will pay, or reimburse Boeing for,
all taxes, fees, duties, licenses, permits and similar expenses incurred by Boeing and its employees as a result of
Boeing’s providing the training at such alternate site. 
  
 4.5 Those portions of training that require the use of Boeing’s training devices shall be conducted at Boeing-designated facilities. 
  

	5.	Supplier Training. 

  
 The Maintenance Training includes sufficient information on the location, operation and servicing of Aircraft equipment, accessories and parts provided by
suppliers to support line maintenance functions, 

  


					
	 	  	 	  	 









 
If Buyer requires additional maintenance training with respect to any supplier-provided equipment, accessories or parts, Buyer will schedule such training
directly with the supplier thereof. If Buyer experiences difficulty in scheduling such training, Boeing will, if requested, assist Buyer in coordinating and scheduling such training. 
  

	6.	Student Training Material. 

  
 No revision service will be provided for the material provided hereunder. 
  
 6.1 Manuals. 
  
 Boeing will provide at the beginning of each Maintenance Training course 1 copy of a training manual or equivalent for each student attending such course.

  
 6.2 Component Locator Guide. 
  
 Boeing will provide 1 copy of a Component Locator Guide for
each student in each applicable Maintenance Training course. 
  
 6.3 Panel Description Booklet. 
  
 Boeing will provide 1 copy of a Panel Description Booklet for each student in each applicable Maintenance Training course. 
  

	7.	Other Training Material. 

  
 Boeing will provide Buyer with 1 set of the following training materials, as used in the General Familiarization and aircraft systems courses. Revision
Service will not be provided. 
  
 7.1 Computer-Based Training
(CBT) Courseware. 
  
 1 set of Boeing standard CBT courseware
and instructions for the courseware installation and operation. This courseware will reflect the major configuration of the first Aircraft as delivered to Buyer. 
  


					
	 	  	 	  	 









 7.2 Supplementary Training Courseware. 
  
 Additional training courseware, supplementary to the CBT courseware, will be
provided, as required, and will reflect the full configuration of the first Aircraft as delivered to Buyer under this Agreement. Such Supplementary Training Courseware may include the following materials as used in the Maintenance Training courses:

  
 7.2.1 1 set of all graphics and applicable
text in digital format, and/or 1 set of 8-1/2 x 11-inch prints suitable for black and white reproduction. 
  
 7.2.2 1 set of visual aids in the form of 81/2 x 11-inch blackline projection transparencies. 
  
 7.2.3 1 set of instrument panel wall charts in the form of 1
set of full-scale color copies and 1 set of full-scale mylar reproducible copies. 
  
 7.2.4 1 set of enhancement slides depicting actual airplane photos. 
  
 7.3 Video Programs. 
  
 1 set of video programs. Such video programs are available on 3/4-inch U-matic or 1/2-inch VHS cassette formats in NTSC, PAL or SECAM standards, as
selected by Buyer. 
  

	8.	Shipment of Materials. 

  
 The training materials described above will be shipped to Buyer 30 days after completion of the first class of each applicable Maintenance Training
course. 
  

	9.	Course Completion Records. 

  
 At the completion of the Maintenance Training, Boeing will provide Buyer with course completion records consisting of the following: 
  
 9.1 Master copies of all examinations given. 
  
 9.2 Attendance and examination records for each student. 
  
 9.3 Certificate of Completion for each course each student successfully
completes. 
  


					
	 	  	 	  	 









 PART B 
  
 BOEING CUSTOMER SUPPORT SERVICES 
  

	1.	General. 

  
 This Part describes the support services to be provided by Boeing at no additional charge to Buyer, unless otherwise specified herein. Except with respect
to Field Services, the services described in this Part will be provided by Boeing during a period commencing with delivery of the first Aircraft and continuing so long as one Aircraft is regularly operated by Buyer in commercial air transport
service. 
  

	2.	Field Service Engineering. 

  
 Boeing will furnish field service representation to advise Buyer on maintenance and operation of the Aircraft (Field Services) as follows: 
  
 2.1 Field Services will be available to Buyer at or near Buyer’s main
maintenance or engineering facility for periods beginning prior to delivery of each Aircraft and terminating 12 months after delivery of each such Aircraft (Field Service Period(s)). If such Field Service Periods overlap, the Field Services will be
provided concurrently. 
  
 2.2 Buyer will furnish at no charge to
Boeing, suitable office space and equipment that will include desks, chairs, file cabinets, and an electrical power source in, or convenient to, Buyer’s facility where Boeing is providing Field Service. As required, Buyer will assist each
representative providing Field Services with visas, work permits, customs, mail handling, identification passes, and local airport authorities. 
  
 2.3 In addition to the Field Services referred to above, the services of any Boeing field service representative will also be available to Buyer anywhere
Buyer may land the Aircraft. 
  
 2.4 Boeing may, from time to
time, provide additional support services in the form of Boeing personnel visiting Buyer’s facilities to work with Buyer’s personnel in an advisory capacity. 
  


					
	 	  	 	  	 










	3.	Additional Engineering Support Services. 

  
 Boeing will, if requested by Buyer in writing, provide technical advisory assistance with respect to the Aircraft and accessories, equipment and parts
manufactured to Boeing’s detailed design and installed in the Aircraft at the time of delivery. Such technical advisory assistance, which will be provided from Seattle, will include: 
  
 3.1 analysis of and comment on any Aircraft service or operational problem experienced by Buyer in order to determine the
nature of the problem and its cause and to suggest possible solutions; 
  
 3.2 analysis of and comment on Buyer’s engineering releases relating to structural repairs of the Aircraft not covered by Boeing’s Structural Repair Manual; and 
  
 3.3 analysis of and comment on Buyer’s engineering proposals for changes in, or replacement of, parts, accessories or
equipment manufactured to Boeing’s detailed design (excluding computer software embedded or included therein); provided that Boeing will not analyze or comment on any such change or replacement which constitutes a major structural change, nor
on any engineering release related thereto, unless Buyer’s request for such analysis and comment is accompanied by complete detailed drawings, substantiating data (including data, if any, required by applicable government agencies), all stress
or other appropriate analysis, and a specific statement from Buyer of the kind of review and response desired by Buyer. 
  

	4.	Special Services. 

  
 4.1 Facilities, Ground Equipment and Maintenance Planning Assistance. 
  
 Boeing will, at Buyer’s request, send qualified Boeing engineering representatives to Buyer’s main base to
evaluate Buyer’s technical facilities, tools and equipment for servicing and maintaining the Aircraft, to recommend changes where necessary and to assist in the formulation of Buyer’s overall maintenance plan. 
  


					
	 	  	 	  	 









 4.2 Additional Services. 
  
 Boeing may, at Buyer’s request, provide additional special services with respect to the Aircraft after delivery, which
services may include such items as Master Changes (Kits and/or Data), training, and maintenance and repair of the Aircraft. The provision of such additional services will be subject to (i) a mutually acceptable price, schedule and scope of work and
(ii) Boeing’s then-current standard contract therefor, including disclaimer and release, exclusion of consequential and other damages, and indemnification and insurance requirements. 
  
 4.3 Post-Delivery Aircraft Services. 
  
 If Boeing performs unanticipated work on an Aircraft after delivery of-such Aircraft, but prior to the Aircraft’s
initial departure flight, or upon the return of the Aircraft to Boeing+ facilities prior to completion of such flight, the following provisions will apply: 
  
 4.3.1 Title to and risk of loss of any such Aircraft will at all times remain with Buyer, 
  
 4.3.2 The provisions of the Boeing Warranty set forth in
Exhibit B of this Agreement will apply to such work. 
  
 4.3.3 Buyer will reimburse Boeing for such work to the extent not covered by the Boeing Warranty applicable to the Aircraft. 
  
 4.3.4 The disclaimer and release and Exclusion of Consequential and Other Damages provisions set forth in Article 12 of this Agreement and
the indemnification and insurance provisions set forth in this Exhibit C will apply to such Boeing work. 
  
 4.3.5 In performing such work, Boeing may rely upon the commitment authority of Buyer’s personnel requesting such work. 

 

	5.	Additional Informational Services. 

  
 Boeing may, from time to time, provide Buyer with additional services in the form of information about the Aircraft or other aircraft of the same type,
including information concerning design, manufacture, operation, maintenance, modification, repair and in-service experience. 
  


					
	 	  	 	  	 









 PART C 
  
 BOEING FLIGHT TRAINING PROGRAM 
  

	1.	General. 

  
 This Part describes the flight training to be provided by Boeing (Flight Training) at or near Seattle, or at some other location to be determined pursuant
to this Part. The Flight Training Program will be provided at no additional charge to Buyer, except as otherwise provided herein. If any part of the Flight Training Program is not used by Buyer within 6 months after delivery of the first Aircraft,
Boeing will not be obligated to provide such Flight Training at a later date unless the parties have otherwise agreed in writing. 
  
 All instruction, examinations and materials will be prepared and presented in the English language and in the units of measure used by Boeing. Buyer will provide
interpreters if required for Buyer’s personnel. 
  
 Buyer will be responsible
for the living expenses of Buyer’s personnel during the Flight Training Program. For Flight Training courses provided at or near Seattle, Boeing will transport Buyer’s personnel between their local lodging and the training facility.

  

	2.	Flight Training Planning Conference. 

  
 No later than 12 months prior to delivery of the first Aircraft, Boeing and Buyer will conduct a planning conference in order to schedule and discuss the
Flight Training Program. 
  

	3.	Flight Training Program. 

  
 The Flight Training Program will consist of the following transition training. 
  
 3.1 Flight Crew Training Course. 
  
 This FAA-approved course is designed to train flight crews to operate the Aircraft safely and efficiently under both normal
and nonnormal conditions. The course includes systems and procedures training, flight simulator training and actual flight training utilizing an Aircraft delivered to Buyer. The flight crew training may include 

  


					
	 	  	 	  	 









 
instructor training of an agreed upon number of Buyer’s personnel. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] 
  
 3.2 Flight Dispatcher Training Course.

  
 This course provides familiarization training on the
Aircraft’s systems, operation and performance capabilities and a brief description of the Aircraft’s limitations, followed by in-depth coverage of basic performance, flight analysis, performance for nonstandard operation and flight
planning. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  
 3.3 Flight Attendant Training Course. 
  
 This course provides familiarization training for airline passenger service personnel, It includes a description of the Aircraft and its features. Emphasis is placed on the equipment and furnishings with which the
flight attendant is concerned, - Particular attention is given to the attendant’s functions related to communications, lighting and emergency equipment. When practicable, a field trip to an aircraft is arranged to observe operation, location
and arrangement of equipment. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  
 3.4 Performance Engineer Training Courses. 
  
 Three types of courses are offered as follows. A schedule for the courses is published and mailed to all Boeing aircraft operators semiannually and an
agreed upon number of Buyer’s personnel may attend. 
  
 3.4.1 General Performance Engineer Course. 
  
 This course provides detailed aircraft performance information for personnel involved in route planning, performance analysis, and
evaluation and engineering flight testing. This course includes a review of basic high-speed aerodynamics and engine performance and operation. Students will make calculations to help them recognize and understand the variables which influence
turbojet aircraft performance. 
  


					
	 	  	 	  	 









 3.4.2 Model-Specific Performance Engineer Course. 
  
 This course relates to a specific model aircraft. It covers
a brief review of basic aerodynamics and basic jet engine performance, followed by detailed coverage of specific performance for the aircraft model type. Detailed flight planning, including emergency conditions, is covered. 
  
 3.4.3 Operational Performance Engineer Course.

  
 This course is directed toward personnel who
have completed the performance engineer general and specific courses and have several years’ related experience. Expanded coverage of aircraft noise, runway loading, and various operational, safety and economic considerations is given.

  

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

  
 If requested prior to the conclusion of the Flight Training Planning Conference, Boeing will conduct the Flight Crew, Flight Dispatcher and Flight
Attendant training at a mutually acceptable alternate training site, subject to the following conditions: 
  
 4.1 Buyer will be responsible for providing acceptable classroom space, flight simulator and training equipment acceptable to Boeing required to present
the Boeing courseware. 
  


					
	 	  	 	  	 









 4.2 Buyer will pay Boeing’s then-current per diem charge for each Boeing instructor for each day, or
fraction thereof, such instructor is away from Seattle, including travel time. 
  
 4.3 Buyer will reimburse Boeing for round-trip transportation for Boeing’s flight training instructors and materials between Seattle and such alternate site. 
  
 4.4 Buyer will pay, or reimburse Boeing for, all taxes, fees, duties,
licenses, permits and similar expenses incurred by Boeing and its employees as a result of Boeing’s providing the training at such alternate site. 
  
 4.5 Those portions of the training that require the use of Boeing’s training devices will be conducted at Boeing-designated facilities. 

 

	5.	Student Training Material. 

  
 Student training material, in Boeing’s then-standard format, will be provided to Buyer’s personnel (1 set per student) as listed below. No
revision service will be provided for the material provided hereunder. 
  

	 	5.1	Flight Crew Course. 

  
 Operations Manual 
 Training Manual 
 Flight Crew Training Manual 
 Instrument Training Manual - as required 
  

	 	5.2	Flight Dispatcher Course. 

  
 Flight Dispatcher Training Manual 
  

	 	5.3	Flight Attendant Course. 

  
 Flight Attendant Training Manual 
  

	 	5.4	Performance Engineer Courses. 

  
 Assorted documents, excerpts and handouts. 
  


					
	 	  	 	  	 










	6.	Other Training Materials. 

  
 At the conclusion of the Flight Crew Training Course, the following material will be delivered to Buyer. Revision service will not be provided,

  
 6.1 Computer Based Training (CBT) Courseware.

  
 6.1.1 1 set of Boeing standard flight crew
CBT courseware and instructions for the courseware installation and operation. This courseware will reflect the major configuration of the first Aircraft as delivered to Buyer. 
  
 6.1.2 1 set of Boeing standard flight attendant course material will consist of a combination of CBT
courseware and slides/scripts, and will be delivered in the same media as used in the Boeing conducted flight attendant course. 
  
 6.2 Instrument Panel Wall Charts. 
  
 6.2.1 1 set of instrument panel wall charts in the form of 1 set of full-scale color copies and 1 set of full-scale mylar reproducible
copies. 
  
 6.2.2 Instrument panel wall charts
will, at the conclusion of shipments thereof from Boeing, reflect the configuration of the first Aircraft as delivered to Buyer under this Agreement. 
  
 6.3 Video Programs. 
  
 1 set of video programs, if developed, as used in the Flight Training Program, Such video programs are available on 3/4-inch U-matic or
1/2-inch VHS cassette format in NTSC, PAL or SECAM standards, as selected by Buyer. 
  
 6.4 Examinations. 
  
 6.5 Flight
Crew Training Record. 
  
 6.6 Training Manual. 
  
 6.7 Flight Attendant Manual (50 copies). 
  


					
	 	  	 	  	 










	7.	Ferry Assistance. 

  
 Subject to availability and if requested by Buyer, Boeing will provide flight crew personnel to ferry, or assist in ferrying, Buyer’s first Aircraft
to a Buyer-designated base. Buyer will comply with the insurance requirements set forth in Part E of this Exhibit C. 
  

	8.	Revenue Service Training. 

  
 Boeing will provide revenue service training (Revenue Service Training) for Buyer’s flight crews for up to 90 calendar days of instructor pilot
services at a Buyer-designated base. Such Revenue Service Training will be conducted by the Boeing instructor pilot(s) on Buyer’s aircraft during revenue service. The training period will commence upon departure of such instructor pilot(s) from
Seattle via the ferry flight referred to above, or via commercial transportation, and will terminate upon the return of such instructor pilot(s) to Seattle. Buyer will reimburse Boeing for round-trip or return-trip transportation, as applicable, for
such instructor pilot(s). 
  


					
	 	  	 	  	 










	9.	Flight Operations Support. 

  
 9.1 Approximately 6 months after completion of the Revenue Service Training, Boeing will, if requested by Buyer, provide at a Buyer-designated base the
services of 1 instructor pilot for a period of approximately 2 weeks to review Buyer’s flight crew operations, and/or to assist Buyer’s instructor personnel in conducting proficiency checks. Such review or assistance will be during flight
operations on Buyer’s aircraft by the Boeing instructor pilot and will be limited to observations of Buyer’s cockpit crew. Buyer will reimburse Boeing for round-trip transportation for such instructor pilot between Seattle and Buyer’s
designated base. 
  
 9.2 Subject to availability of instructor
personnel, Boeing will, from time to time, provide at a Buyer-designated base 1 instructor pilot for brief periods for the purpose of providing training and information regarding current operational procedures, including flight observations by such
instructor pilot on Buyer’s aircraft, when appropriate. 
  

	10.	Operations Engineering Support. 

  
 If requested by Buyer, Boeing will provide operations engineering support during the ferry flight referred to above. Thereafter, for so long as any
Aircraft is operated by Buyer in scheduled revenue service, Boeing will provide, from time to time, operations engineering support in Seattle or at a Buyer-designated base, as the parties may agree. Such support will include: (i) assisting Buyer in
analyzing and preparing performance data to be used in the establishment of operating practices and policies for Buyer’s efficient operation of the Aircraft; (ii) assisting Buyer in interpreting the minimum equipment list, the definition of the
configuration deviation list and the analysis of individual Aircraft performance through in-service audits; (iii) assisting Buyer in solving operational problems associated with delivery and route-proving flights; and (iv) providing information
regarding significant service items relating to Aircraft performance or flight operations. 
  


					
	 	  	 	  	 










	11.	General Terms and Conditions and Indemnification. 

  
 11.1 Boeing flight instructor personnel will not be required to work in excess of 5 days per week, nor in excess of 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; provided, however, that the foregoing restrictions will not apply with respect to Ferry Assistance or Revenue Service Training services, which will be in accordance with
FAA rules and regulations, unless otherwise agreed during the Flight Training Planning Conference, 
  
 11.2 Buyer will pay or reimburse Boeing for all taxes, fees, duties, licenses, permits and similar expenses incurred by Boeing and its employees as a
result of Boeing’s providing Revenue Service Training. 
  
 11.3 Boeing will provide normal line maintenance services for any Aircraft delivered to Buyer while such Aircraft is used for a Flight Crew Training Course at Seattle. Buyer will provide such services if a Flight Crew Training Course is
conducted elsewhere. Normal line maintenance is defined as that standard of line maintenance that Boeing might reasonably be expected to furnish to its flight crew training customers at Boeing Field, Seattle, and will include ground support and
Aircraft storage in the open, but will not include provision of spare parts. Regardless of the location of such training, Buyer will be responsible for the acquisition and supply of, and the charges for, all maintenance items (other than those
included in normal line maintenance) required during such training, including, but not limited to, fuel, oil, landing fees and spare parts. In addition, if such training is conducted at or near Seattle, and if the training Aircraft is damaged during
such training, except for Major Damage (as hereinafter defined), Boeing will make all necessary repairs to the damaged Aircraft. Such repairs will be performed by Boeing as promptly as possible. Buyer will pay Boeing’s reasonable charge,
including the price of parts and materials, for making such repairs taking into account the terms and conditions of Exhibit C, Part E. At Buyer’s request Boeing will also repair Major Damage to such Aircraft, provided Boeing and Buyer enter
into an agreement for additional services as provided for in this Customer Support Document. “Major Damage” is defined as damage for which Boeing’s charge for labor is estimated by Boeing to exceed $25,000. 
  


					
	 	  	 	  	 









 11.4 During the Flight Training contemplated hereunder, several airports in the states of Washington,
Montana and Oregon, as well as the services of the fixed base operator at Grant County Airport at Moses Lake, Washington, may be used. Unless otherwise agreed in the Flight Training Planning Conference, it will be Buyer’s responsibility to make
arrangements for the use of such airports, 
  
 11.5 If Boeing
makes arrangements on behalf of Buyer for the use of airports for flight training, Boeing will pay on Buyer’s behalf any landing fee charged to Buyer by any airport used in conjunction with the Flight Training provided in the Seattle area. Not
later than 30 days prior to the start of such Flight Training, Buyer will provide to Boeing an open purchase order against which Boeing will invoice Buyer for any such landing fee paid by Boeing on Buyer’s behalf. Such invoice will be submitted
to Buyer approximately 60 days after completion of such Flight Training when all landing fee charges have been received and verified. Payment by Buyer to Boeing will be made within 30 days of the date of such invoice. 
  
 11.6 If requested by Boeing, Buyer will make available to Boeing a delivered
Aircraft for the purpose of familiarizing Boeing instructor or ferry flight crew personnel with operating special equipment or systems installed in such Aircraft. If flight of the Aircraft is required for any Boeing instructor or ferry flight crew
member to maintain such instructor’s or flight crew member’s FAA license for flight proficiency or landing currency for aircraft of the same model type as the Aircraft, Boeing will be responsible for the cost of fuel, oil, landing fees and
spare parts attributable to that portion of any flight. Buyer’s authorization of the use of its Aircraft pursuant to this paragraph applies only to Boeing instructors assigned to conduct Flight Training and a reasonable number of alternate
instructors and to members of any flight crew who will participate in the ferry flight of an Aircraft hereunder. 
  


					
	 	  	 	  	 









 PART D 
  
 TECHNICAL DATA AND DOCUMENTS 
  

	1.	General. 

  
 Boeing will furnish to Buyer the data and documents set forth herein at no additional charge to Buyer, unless otherwise specified herein. Such data and
documents will, where applicable, be prepared essentially in accordance with the provisions of Revision 28 to Air Transport Association of America (ATA) Specification No. 100, dated June 1, 1956, entitled “Specification for Manufacturers’
Technical Data.” Such data and documents are only intended to provide Buyer with pertinent information on components, equipment and installations designed by Boeing for aircraft of the same model type as the Aircraft. Such data and documents
will be in English and in the units of measure used by Boeing, except as otherwise specified herein or as may be required to reflect Aircraft instrumentation. 
  

	2.	Treatment of Data and Documents. 

  
 2.1 The data and documents provided by Boeing under this Agreement (“Documents”) are licensed to Buyer. They contain confidential, proprietary
and/or trade secret information belonging to Boeing; and Buyer will treat them in confidence and use and disclose them only for Buyer’s own internal purposes as specifically authorized herein. If Buyer makes copies of any Documents, the copies
will also belong to Boeing and be treated as Documents under this Agreement. Buyer will preserve all restrictive legends and proprietary notices on all Documents and copies. 
  
 2.2 All Documents will only be used: (a) for the purpose of maintenance, repair, or modification of an Aircraft or spare
part as permitted in the Spare Parts GTA or Customer Services GTA between Buyer and Boeing, and then only in connection with an Aircraft or spare part for which the Document in question is tabulated or identified by Boeing serial number, and (b) for
the purpose of Buyer’s own development and manufacture of training devices for use by Buyer, in connection with the Aircraft. 
  
 2.3 Any Document may be provided to Buyer’s contractors for maintenance, repair, or modification of the Aircraft; and Airplane Flight Manuals,
Operations Manuals, Maintenance Manuals, Wiring Diagram Manuals, Systems 

  


					
	 	  	 	  	 









 
Schematics Manuals, and assembly and installation drawings may be provided to Buyer’s contractors for development and manufacture of training devices
for use by Buyer, but in both cases, only if Buyer’s contractor is, at the time of transfer of Documents, bound by a Boeing Customer Services GTA, or other appropriate proprietary information protection agreement with Boeing, applicable to the
Documents. 
  

	3.	Document Formats and Quantities. 

  
 The Documents set forth in the Attachment will be provided by Boeing to Buyer in the quantities and formats specified therein. Where available, Buyer may
select Boeing standard digital format as the delivery medium or, alternatively, Buyer may select a reasonable quantity of printed (one-side or two-side) and 16mm microfilm (diazo or silver halide) formats. When Boeing standard digital format is
selected, Buyer may also select no more than five copies of printed or microfilm format copies, with the exception of the Illustrated Parts Catalog, which will be provided in one selected format only. The standard digital format used to deliver data
is essentially in accordance with the Digital Data Standards portion of ATA Specification No. 100, revision 28 or later for text and graphics. The Standard Generalized Mark-up Language (SGML) text format is preferred where a Document Type Definition
(DTD) is specified by ATA Specification 100. When a DTD is not available in ATA Specification 100, the data will be delivered in Print File format as defined by ATA Specification 100. Data will be provided on standard magnetic tape unless otherwise
shown in details of Part D. 
  

	4.	Data and Documents – Incremental Increase. 

  
 Until one year after delivery of the last Aircraft, Buyer may annually request in writing a reasonable increase in the quantity of the technical Documents
identified in the Attachment, with the exception of microfilm master copies, digital formats, and all others for which a specified number of copies are provided. Boeing will provide the additional quantity at no additional charge to Buyer beginning
with the next normal revision cycle. Buyer may request a decrease in revision quantities at any time. 
  

	5.	Advance Representative Copies. 

  
 All advance representative copies referred to in the Attachment will be selected by Boeing from available documents and will be reasonably representative
of the Aircraft. Such advance copies will be for advance planning 

  


					
	 	  	 	  	 









 
purposes only and may reflect another buyer’s aircraft configuration that is similar to Buyer’s Aircraft configuration. Advanced copies in digital
format may also be obtained to support system development and test. 
  

	6.	Customized Documents. 

  
 All customized Documents referred to in the Attachment will reflect the configuration of the Aircraft as delivered by Boeing to Buyer and any Boeing
standard format, instructions or procedures related thereto. 
  

	7.	Revisions. 

  
 7.1 Revision Service. 
  
 Boeing will provide revisions to those Documents so identified in the Attachment, reflecting changes as developed by Boeing. Such
revisions will be provided in the quantities and formats set forth in the Attachment, and will be provided for so long as Buyer operates an Aircraft, unless otherwise specified therein. 
  
 7.2 Revisions Based on Boeing Service Bulletin Incorporation. 
  
 If Boeing receives written notice from Buyer that Buyer
intends to incorporate, or has incorporated, any Boeing service bulletin in the Aircraft, Boeing will at no charge issue revisions to the Documents so identified in the Attachment, reflecting the effects of such incorporation into the Aircraft. Such
revisions will be issued in the same format and quantity as the original publication to which the revisions pertain, for the time period specified in the Attachment and, thereafter, in printed form. 
  

	8.	COMPUTER SOFTWARE DOCUMENTATION FOR BOEING MANUFACTURED AIRBORNE COMPONENTS AND EQUIPMENT. 

  
 Boeing will provide to Buyer a Computer Software Index containing a listing of (i) all programmed airborne avionics
components and equipment manufactured by Boeing or a Boeing subsidiary, 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, and installed in the Aircraft by Boeing and (ii) specific software documents (Software Documentation) available to Buyer from Boeing for the listed components and equipment. 
  


					
	 	  	 	  	 









 Two copies (printed both sides) of the Computer Software Index will be furnished to Buyer with the Aircraft. Revisions to
the Computer Software Index applicable to the Aircraft will be issued to Buyer as such revisions are developed by Boeing for so long as Buyer operates the Aircraft. 
  
 Software Documentation will be provided to Buyer upon Buyer’s written request therefor after delivery of the Aircraft. The charge to
Buyer for Software Documentation shall be Boeing’s price to reproduce the Software Documentation so requested. Software Documentation will be prepared essentially in accordance with the provisions of Air Transport Association of America (ATA)
Specification No. 102, entitled “Specification for Computer Software Manual,” as revised April 20, 1983; but Software Documentation will not include, and Boeing will not be obligated to provide, any code (including, but not limited to,
original source code, assembled source code, or object code) on computer sensible media. 
  

	9.	Supplier Technical Data. 

  
 9.1 For supplier-manufactured programmed airborne avionics components and equipment classified as Seller Furnished Equipment (SFE) or Seller Purchased
Equipment (SPE) 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 such components and equipment make software documentation for such components and equipment available to Buyer in manner similar to that described in paragraph 8. of this Part D. 
  
 9.2 The provisions of this paragraph 8 will not be applicable to items of
Buyer Furnished Equipment (BFE). 
  

	10.	Buyer Furnished Equipment Data. 

  
 Boeing will incorporate Buyer Furnished Equipment Data into the publications and data addressed herein providing Buyer makes the data available to Boeing
9 months (or such other period as may be mutually agreed) prior to delivery of Buyer’s first Aircraft. Buyer agrees to supply the data in Boeing standard digital format if publications and data addressed herein are to be delivered in Boeing
standard digital format. 
  


					
	 	  	 	  	 










	11.	Additional Data and Documents. 

  
 If Boeing provides data or documents other than Documents which are not covered by a Boeing Customer Services GTA or other proprietary information
protection agreement between Boeing and Buyer, all such data and documents will be considered things delivered under this Agreement and treated as Documents. 
  

	12.	Technical Data and Documents Shipping Charges. 

  
 Boeing will pay the reasonable transportation costs of the Documents to Buyer’s main base at Charles de Gaulle Airport, Paris. Buyer is responsible
for any customs clearance charges, duties, and value added tax. 
  

	13.	Buyer’s Shipping Address. 

  
 Boeing will ship the Documents furnished to Buyer hereunder to Buyer’s shipping addresses as previously provided to Boeing. Buyer will promptly
notify Boeing of any change to such addresses. 
  


					
	 	  	 	  	 










									
	 Item

	  	 Description

	  	 	  	 Quantity

	  	 
	A.	  	FLIGHT OPERATIONS	  	 	  	 
					
	1.	  	Airplane Flight Manual	  	 	  	 	  	 
				
	 	  	 a.      Advance Representative Copy
	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	  	 	  	 	  	 	  	 
				
	 	  	 b.      Customized Manual
	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	  	 	  	 	  	 	  	 
				
	 	  	 c.      Digital Performance Information (AFM-DPI)
	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	  	 	  	 	  	 
				
	2.	  	Operations Manual	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
				
	 	  	 a.      Advance Representative Copy
	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	  	 	  	 	  	 	  	 
				
	 	  	 b.      Customized Manual
	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	  	          Check if required:
	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	  	 	  	 	  	 	  	 
				
	3.	  	Planning and Performance Manual	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
				
	 	  	 a.      Advance Representative Copy
	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	  	 	  	 	  	 	  	 
				
	 	  	 b.      Customized Manual
	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










									
	 Item

	  	 Description

	  	 	  	 Quantity

	  	 
	4.	  	Weight and Balance Manual	  	 	  	 	  	 
					
	 	  	 a.      Chapter 1 “Control”
	  	 	  	 	  	 
				
	 	  	 1.      Advance Representative Copy
	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
	 	  	 	  	 	  	 	  	 
				
	 	  	 2.      Customized Manual
	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
	 	  	 	  	 	  	 	  	 
				
	 	  	 b.      Chapter 2 “Aircraft Reports”
	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
	 	  	 	  	 	  	 	  	 
				
	5.	  	Dispatch Deviation Guide	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
	 	  	          Check if Required:
	  	 	  
	 	  	 	  	 	  	 	  	 
				
	6.	  	Flight Crew Training Manual	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
	 	  	 	  	 	  	 	  	 
				
	7.	  	Baggage/Cargo Loading Manual	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
	 	  	          Check if required:
	  	 	  
	 	  	          Check if required:
	  	 	  
	 	  	 	  	 	  	 	  	 
				
	8.	  	Fault Reporting Manual (FRM)	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
	 	  	 a.      Advance Representative Copy
	  	 	  
	 	  	 	  	 	  	 	  	 
	 	  	 	  	 	  	 	  	 

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










									
	 Item

	 	 Description

	  	 	  	 Quantity

	  	 
				
	 	 	 b.      Customized Manual
	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
	 	 	          Check if required:
	  	 	  
	 	 	 	  	 	  	 	  	 
				
	9.	 	Performance Engineer% Manual	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
	 	 	 	  	 	  	 	  	 
				
	10.	 	Jet Transport Performance Methods	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] 
	 	 	 	  	 	  	 	  	 
				
	11.	 	FMC Supplemental Data Document	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
	 	 	 	  	 	  	 	  	 
				
	12.	 	Operational Performance Software (OPS)	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
	 	 	 a.      Inflight and Report (INFLT/REPORT) Software
	  	 	  
	 	 	 	  	 	  	 	  	 
	 	 	 	  	 	  	 	  	 
	 	 	 	  	 	  	 	  	 
	 	 	 	  	 	  	 

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










									
	 Item

	 	 Description

	  	 	  	 Quantity

	  	 
				
	 	 	 b.      Airplane Performance Monitoring (APM/HISTRY) Software
	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	 	  	 	  	 
				
	 	 	 c.      Takeoff Analysis Software
	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
	 	 	 	  	 	  	 
				
	 	 	 d.      Landing Analysis Software
	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
	 	 	 	  	 	  	 
					
	B.	 	MAINTENANCE	  	 	  	 	  	 
					
	1.	 	Maintenance Manual	  	 	  	 	  	 
				
	 	 	 a.      Advance Representative COPY
	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	 	  	 	  	 	  	 
	 	 	 	  	 	  	 	  	 
	 	 	 	  	 	  	 	  	 
	 	 	 	  	 	  	 	  	 

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










											
	 Item

	 	 Description

	  	 	  	 	  	 Quantity

	  	 
				
	 	 	 b.      Customized Master
	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL
TREATMENT]
	 	 	          Check if
required:                                    
	  	 	  
	 	 	          Check if
required:                                    
	  	 	  
	 	 	 	  	 	  
	 	 	 	  	 	  	 	  	 
				
	 	 	 c.      Customized Manual
	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
						
	2.	 	Wiring Diagram Manual	  	 	  	 	  	 	  	 
				
	 	 	 a.      Advance Representative COPY
	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
	 	 	 	  	 	  	 	  	 	  	 
	 	 	 	  	 	  	 	  	 
				
	 	 	 b.      Customized Master
	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

	 	 	          Check if
required:                                    
	  	 	  
	 	 	          Check if
required:                                    
	  	 	  
	 	 	          Check if
required:                                    
	  	 	  
	 	 	          Check if
required:                                    
	  	 	  
	 	 	 	  	 	  	 	  	 
	 	 	 	  	 	  	 	  	 

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










											
	 Item

	  	 Description

	  	 	  	 	  	 Quantity

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

	 	  	 a.      Advance Representative Copy
	  	 	  
	 	  	 	  	 	  
	 	  	 	  	 	  
				
	 	  	 b.      Customized Master
	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

	 	  	          Check if
required:                                    
	  	 	  
	 	  	          Check if
required:                                    
	  	 	  
	 	  	 	  	 	  	 	  	 
	 	  	 	  	 	  	 	  	 
				
	 	  	 c.      Customized Manual
	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

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

	 	  	 	  	 	  
	 	  	 	  	 	  
	 	  	          Check if
required:                                    
	  	 	  
	 	  	          Check if
required:                                    
	  	 	  
	 	  	 	  	 	  
	 	  	 	  	 	  	 	  	 

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










									
	 Item

	  	 Description

	  	 	  	 Quantity

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

	 	  	 	  
	 	  	Check if
required:                                    	  
	 	  	Check if
required:                                    	  
	 	  	 	  
	 	  	 	  	 	  	 	  	 
			
	 6.
	  	Chapter 20 Standard Overhaul Practices Manual (Common to other models, quantity indicates total for all models)	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

	 	  	  
	 	  	  
	 	  	Check if
required:                                    	  
	 	  	 	  
	 	  	 	  	 	  	 	  	 
			
	 7.
	  	Chapter 20 Standard	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

	 	  	Wiring Practices Manual (Common to other models, quantity indicates total for all models)	  
	 	  	Check if
required:                                    	  
	 	  	 	  
	 	  	 	  
	 	  	 	  	 	  	 	  	 
			
	 8.
	  	Nondestructive Test Manuals	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

	 	  	 	  
	 	  	 	  
	 	  	Check if
required:                                    	  
	 	  	Check if
required:                                    	  
	 	  	 	  
	 	  	 	  

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










					
	 Item

	  	 Description

	  	Quantity
	 9.
	  	Service Bulletins	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
	 	  	 	  
	 	  	 	  
	 	  	 	  	 
			
	 9a.
	  	Service Bulletin Index	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
	 	  	 	  
	 	  	 	  	 
			
	 10.
	  	Corrosion Prevention Manual	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
	 	  	  
	 	  	 	  
	 	  	          Check if
required:                                    
	  
	 	  	          Check if
required:                                    
	  
	 	  	 	  
	 	  	 	  	 
			
	 I.
	  	Fault Isolation Manual	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
	 	  	 a.      Advance Representative Copy
	  
	 	  	 	  
	 	  	 	  
	 	  	 	  
	 	  	 	  
			
	 	  	 b.      Customized Master
	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
	 	  	          Check if
required:                                    
	  
	 	  	          Check if
required:                                    
	  
	 	  	 	  	 
			
	 	  	 c.      Customized Manual
	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
	 	  	 	  
	 	  	 	  
	 	  	 	  	 

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










									
	 Item

	  	 Description

	  	 	  	Quantity

	  	 
	 12.
	  	Ramp Maintenance Manual	  	 	  	 	  	 
			
	 	  	 a.      Advance Representative Copy
	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

	 	  	 	  
	 	  	 	  
			
	 	  	 b.      Customized Manual
	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL
TREATMENT]
	 	  	 	  
	 	  	 	  
			
	 13.
	  	 777 Interior Reconfiguration
 Document
	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

	 	  	  
	 	  	 	  
			
	 14.
	  	Power Plant Buildup Manual	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

	 	  	 	  
	 	  	 	  
	 	  	Check if
required:                                    	  
	 	  	Check if
required:                                    	  
	 	  	 	  
	 	  	 	  
			
	 15.
	  	In Service Activities Report	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

	 	  	 	  
	 	  	 	  
			
	 16.
	  	Significant Service Item Summary	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

	 	  	 	  
	 	  	 	  
			
	 17.
	  	All Operator Letter	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

	 	  	 	  
	 	  	 	  
			
	 18.
	  	Service Letters	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

	 	  	 	  
	 	  	 	  
			
	 19.
	  	Structural Item Interim Advisory	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] 
	 	  	 	  	 	  	 	  	 

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










									
	 Item

	  	 Description

	  	 	  	Quantity

	  	 
	 	  	 	  	 	  	 	  	 
			
	 20.
	  	Combined Index	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

	 	  	 	  
	 	  	 	  
	 	  	 	  
	 	  	 	  
			
	 21.
	  	Maintenance Tips	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

	 	  	 	  
	 	  	 	  
			
	 22.
	  	Configuration Database	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

	 	  	Generator (CDG) User Guide	  
	 	  	 	  
			
	 23.
	  	Production Management Database	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] 
					
	 C.
	  	MAINTENANCE PLANNING	  	 	  	 	  	 
			
	 1.
	  	Maintenance Planning Data (MPD) Documents	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

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

	 	  	 	  
					
	 2.
	  	Maintenance Task Cards	  	 	  	 	  	 
			
	 	  	 a.      Advance Representative
	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

	 	  	          Copy (Check
One)                          
	  
	 	  	 	  
	 	  	 	  
			
	 	  	 b.      Customized Masters
	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

	 	  	          Check if
required:                            
	  
	 	  	          Check if
required:                            
	  

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










									
	 Item

	  	 Description

	  	 	  	 Quantity

	  	 
	 	  	 c.      Customized Cards
	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
				
	 3.
	  	 Maintenance Task Card Index
 Check if
required:                                    
	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
				
	 4.
	  	 Maintenance Inspection Interval Reports
 (Common with
other models quantity indicates total required)
	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
				
	 D.
	  	SPARES	  	 	  	 
				
	 1.
	  	 Illustrated Parts Catalog
 (Select one format
only)
 Check if
required:                                    
 Check if
required:                                    
	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
				
	 2.
	  	 Standards Books
 (Unless previously provided pursuant to
other agreements, in which case applicable supplements will be provided)
	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










									
	 Item

	  	 Description

	  	 	  	 Quantity

	  	 
	 E.
	  	FACILITIES AND EQUIPMENT PLANNING	  	 	  	 
				
	 1.
	  	 Facilities and Equipment Planning documents
 Check if required:                            
	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
				
	 2.
	  	 Special Tool and Ground
 Handling Equipment
Drawings
	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
				
	 3.
	  	 Special Tool and Ground
 Handling Equipment Drawing
Index
	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
				
	 4.
	  	 Supplementary Tooling Documentation
 (Common with other models quantity indicates total required)
	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
				
	 5.
	  	System Test Equipment Document	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
				
	 6.
	  	 Illustrated Tool and Equipment List/Manual
 Check if required:                            
 Check if
required:                            
	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
				
	 7.
	  	Aircraft Recovery Document	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










									
	 Item

	  	 Description

	  	 	  	 Quantity

	  	 
				
	 8.
	  	Airplane Characteristics for Airport Planning	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
				
	 9.
	  	 Airplane Rescue and Fire Fighting Document
 (Common with
other models quantity indicates total required)
	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
				
	 10.
	  	Engine Handling Document	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
				
	 F.
	  	 COMPUTER SOFTWARE INDEX
 (Common to other models,
quantity indicates total required)
	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
				
	 G.
	  	SUPPLIER TECHNICAL DATA	  	 	  	 
				
	 	  	 1.      Service Bulletins
	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
				
	 	  	 2.      Ground Support Equipment Data
	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
				
	 	  	 3.      Provisioning Information
	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
				
	 	  	 4.      Component Maintenance/Overhaul Manuals
	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
				
	 	  	 5.      Component Maintenance/Overhaul Manuals Index (Common to other models, quantity indicates total
required)
	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
				
	 	  	 6.      Publications Index
	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
				
	 	  	 7.      Product Support Supplier Directory (Common to other models, quantity indicates total
required)
	  	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 PART E 
  
 BUYER’S INDEMNIFICATION OF BOEING AND INSURANCE 
  

	1.	Buyer’s Indemnification of Boeing. 

  
 Buyer 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 Buyer but not employees of Boeing, or for loss of or damage to any property,
including Aircraft, arising out of or in any way related to the performance by Boeing of training, services or other obligations pursuant to this Exhibit C, whether or not arising in tort or occasioned in whole or in part by the negligence of
Boeing, whether active, passive or imputed. The foregoing indemnification will not apply to the legal liability to persons or parties other than Buyer or Buyer’s assignees arising out of an accident caused solely by a product defect in an
Aircraft. 
  

	2.	Buyer’s Insurance. 

  
 Evidence of insurance will be required 30 days prior to the scheduled delivery of the first Aircraft. Accordingly, Buyer will provide certificates of
insurance specifically referencing the Agreement and paragraph 1 of this Part E. In addition to showing policy number, limits of liability, and effective dates of coverage, such certificates will contain but not be limited to the following
provisions: 
  


					
	 	  	 	  	 









 2.1 Hull All Risk; Hull War & Allied Perils Insurance. 
  
 Insurers and/or reinsurers will hold harmless and waive all rights of
subrogation against Boeing for any damages or claims arising out of these Exhibit C services. 
  
 2.2 Aircraft Liability Insurance. 
  
 (a) To name Boeing as an additional insured in connection with the performance by Boeing of training, services, or other obligations provided under this Exhibit C. 
  
 (b) To provide that the insurance arranged herein will be
primary and without right of contribution with respect to any other insurance which may be available for the protection of Boeing. 
  
 (c) To provide that all provisions of the insurance, 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 covering each insured or additional insured. 
  
 (d) To provide that no act, omission, breach of any warranty or condition, or misrepresentation on the part of the Insured or any other
person or party (other than Boeing) will void, exclude, minimize, or adversely change this coverage as it applies to Boeing. 
  
 2.3 For Coverages Specified in 2.1 and 2.2. 
  
 (a) Acknowledgment that the insurers and/or reinsurers are aware of and have seen a copy of the Agreement and accept and insure the risks
and indemnity herein to the extent of the coverage and endorsements as described in this certificate. 
  
 (b) To give 30 day written notice of cancellation, termination or adverse material alteration of the policies (7 day written notice in the
event of War Risk or such lesser period as may be in effect with prior notice). 
  
 (c) That Boeing will not be responsible for payment, set off, or assessment of any kind of any premiums in connection with the policies,
endorsements or coverages described herein. 
  


					
	 	  	 	  	 









 (d) For the purpose of this Part E, “Boeing” is defined as The Boeing Company,
its divisions, subsidiaries, affiliates, the assignees of each and their respective directors, officers, employees and agents. 
  
 If more than one Aircraft is to be delivered under the Purchase Agreement, the insurance certificates must reference all Aircraft when delivered or separate certificates
must be supplied for each Aircraft. The certificates of insurance will be kept current and valid. 
  


					
	 	  	 	  	 









 PART F 
  
 Alleviation or Cessation of Performance 
  
 Boeing will not be required to provide any services, training, data or goods at a facility while: 
  
 1. a labor stoppage or dispute in progress involving Buyer exists; 
  
 2. wars or warlike operations, riots or insurrections in the country where
such facility is located exist; 
  
 3. conditions at such facility
which, in the opinion of Boeing, are detrimental to the general health, welfare or safety of its personnel and/or their families exist; 
  
 4. the United States Government refuses permission to any Boeing personnel or their families to enter into the country where such facility is located, or
recommends that any Boeing personnel or their families leave such country; or 
  
 5. the United States Government refuses permission to Boeing to deliver goods or services to the country where such facility is located. 
  
 Boeing further reserves the right, upon the occurrence of any of such events, subsequent to the location of Boeing personnel at Buyer’s
facility, to immediately and without prior notice relocate its personnel and their families to a place of Boeing’s choosing. Any delay resulting therefrom will be deemed a delay by mutual agreement. 
  


					
	 	  	 	  	 









 CUSTOMER SUPPORT DOCUMENT 
  
 between 
  
 THE BOEING COMPANY 
  
 and 
  
 SOCIETE AIR FRANCE 
  
 Model 777-300ER 
  
 Exhibit C-1 to Purchase Agreement Number 1966 
  


					
	 	  	 	  	 









 CUSTOMER SUPPORT DOCUMENT NO. 1966 
  
 relating to 
  
 BOEING MODEL 777-300ER AIRCRAFT 
  
 Buyer currently operates an aircraft of the same model as the Aircraft. Upon Buyer’s request, Boeing will develop and schedule a customized Customer Support Program
to be furnished in support of the Aircraft. The customized program will be based upon and equivalent to the entitlements summarized below. 
  

	1.	Maintenance Training. 

  

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

  

	 	1.2	Training materials, if applicable, 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 Buyer’s own training program. 

  

	2.	Flight Training. 

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

  
 Any training materials used in Flight Training, if required,
will be provided for use in Buyer’s own training program. 
  

	3.	Planning Assistance. 

  

	 	3.1	Maintenance and Ground Operations. 

  
 Upon request, Boeing will provide planning assistance regarding Minor Model Differences requirements for facilities, tools and equipment. 
  

	 	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. 

  
 Boeing will revise, as applicable, technical data and documents provided with previously delivered aircraft. 
  


					
	 	  	 	  	 









 ENGINE PRICE ADJUSTMENT 
  
 between 
  
 THE BOEING COMPANY 
  
 and 
  
 SOCIETE AIR FRANCE 
  
 Exhibit D to Purchase Agreement Number 1966 
  


					
	 	  	 	  	 











					
	 EXHIBIT D
	  	 	  	 
	 Page 5
	  	 	  	 

  

 ENGINE PRICE ADJUSTMENT - GENERAL ELECTRIC 
 (1995 BASE PRICE) 
  
 (a) The Aircraft Basic Price of each Aircraft set forth in Article 3 of this Agreement includes an aggregate price for GE90 engines and all accessories, equipment and
parts therefor provided by the engine manufacturer (collectively in this Exhibit D called “Engines”) of: 
  
 for 777-2001GW Block A Aircraft (GE90-90B): [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT] 
  
 for 777-2001GW Block A Aircraft (GE90-94B):
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  
 The adjustment in Engine price applicable to each Aircraft (“Engine Price Adjustment” herein) 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] 
  
 (b) The following definitions will apply herein: 
  

			
	D1    =	 	Engine Price Adjustment
		
	Pb    =	 	Aggregate Engine Base Price as set forth in paragraph (a) above.
		
	CPI     =	 	The Composite Price Index as determined in accordance with the formula set forth below. The Index values referred to below, to be used in determining the CPI, will be for the ninth month
prior to the month of scheduled Aircraft delivery. Such Index values will be those prepared by the Bureau of Labor Statistics, U.S. Department of Labor.
		
	 	 	 CPI    =    L + Ml + M2 + M3

		
	 	 	 L        =    The Labor Index for such month will be the quotient, expressed as
a decimal and rounded to the nearest thousandth, of the “Hourly Earnings of Aircraft


  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 











					
	 EXHIBIT D
	  	 	  	 
	 Page 5
	  	 	  	 

  


					
	 	 	 	  	Engines and Engine Parts Production Workers” SIC 3724, for such month divided by Eleven Dollars and Sixteen Cents ($11.16). Such quotient will be multiplied by 100 and then by fifty-five
percent (55%) with the value resulting from the latter multiplication expressed as a decimal and rounded to the nearest hundredth.
			
	 	 	Ml    =	  	The Industrial Commodities Index for such month will be equal to ten percent (10%) of the Producer Price Index for “all commodities other than Farm and Foods,” Code 3-15, (Base Year
1982 = 100) for such month expressed as a decimal and rounded to the nearest hundredth.
			
	 	 	M2    =	  	The Metals and Metal Products Index for such month will be equal to twenty-five percent (25%) of the Producer Price Index for “Metals and Metal Products” Code 10, (Base Year 1982 =
100) for such month expressed as a decimal and rounded to the nearest hundredth.
			
	 	 	M3    =	  	The Fuel Index for such month will be equal to ten percent (10%) of the Producer Price Index for “Fuel and Related Products and Power,” Code 5, (Base Year 1982 = 100) for such month
expressed as a decimal and rounded to the nearest hundredth.
	
	 138.27    =    Composite Price Index for October, 1994.


  
 The factor (CPI divided by 138.27) by
which the Aggregate Engine Base Price is to be multiplied will be expressed as a decimal and rounded to the nearest thousandth. 
  
 The Engine Price Adjustment will not be made if it would result in a decrease in the aggregate Engine base price. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 BLOCK B AIRCRAFT 
  
 ENGINE PRICE ADJUSTMENT 
  
 between 
  
 THE BOEING COMPANY 
  
 and 
  
 SOCIETE AIR
FRANCE 
  
 Exhibit D–1 to Purchase Agreement Number
1966 
  


					
	 	  	 	  	 









 ENGINE PRICE ADJUSTMENT – GENERAL ELECTRIC 
 (1998 BASE PRICE) 
 Block B
Aircraft 
  
 (a) The Aircraft Basic Price of each Aircraft set forth in
Article 3 of this Agreement includes an aggregate price for GE90 – 94B engines and all accessories, equipment and parts therefor provided by the engine manufacturer (collectively in this Exhibit D called “Engines”) of: [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  
 The adjustment in Engine price applicable to each Aircraft (“Engine Price Adjustment” herein) 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] 
  
 (b) The following definitions will apply herein: 
  

					
	 D1
	 	=	  	Engine Price Adjustment
			
	 Pb
	 	=	  	Aggregate Engine Base Price as set forth in paragraph (a) above.
			
	 CPI
	 	=	  	The Composite Price Index as determined in accordance with the formula set forth below. The Index values referred to below, to be used in determining the CPI, will be for the ninth month
prior to the month of scheduled Aircraft delivery. Such Index values will be those prepared by the Bureau of Labor Statistics, U.S. Department of Labor.
			
	 	 	 	  	 CPI    =    L + Ml + M2 + M3

			
	 	 	 	  	 L        =    The Labor Index for such month will be the quotient, expressed as
a decimal and rounded to the nearest thousandth, of the “Hourly Earnings of Aircraft Engines and Engine Parts Production Workers” SIC 3724, for such month


  


					
	 	  	 	  	 











					
	Page 6	  	 	  	 

  


					
	 	 	 	  	 divided by Eleven Dollars and Sixteen Cents ($11.16). Such quotient will be multiplied by 100 and then by fifty-five percent (55%) with the value
resulting from the latter multiplication expressed as a decimal and rounded to the nearest hundredth.
  

	 	 	M1    =	  	 The Industrial Commodities Index for such month will be equal to ten percent (10%) of the Producer Price Index for “all commodities other
than Farm and Foods,” Code 3-15, (Base Year 1982 = 100) for such month expressed as a decimal and rounded to the nearest hundredth.
  

	 	 	M2    =	  	 The Metals and Metal Products Index for such month will be equal to twenty-five percent (25%) of the Producer Price Index for “Metals and
Metal Products” Code 10, (Base Year 1982 = 100) for such month expressed as a decimal and rounded to the nearest hundredth.
  

	 	 	M3    =	  	The Fuel Index for such month will be equal to ten percent (10%) of the Producer Price Index for “Fuel and Related Products and Power,” Code 5, (Base Year 1982 = 100) for such month
expressed as a decimal and rounded to the nearest hundredth.

  
 146.92    =    Composite Price Index for October, 1997. 
  
 The factor (CPI divided by 146.92) by which the Aggregate Engine Base Price is to be multiplied will be expressed as a decimal and rounded to the nearest thousandth. 
  
 The Engine Price Adjustment will not be made if it would result in a decrease in the
aggregate Engine base price. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  


					
	 	  	 	  	 
	 	  	 	  	 









 BLOCK B AIRCRAFT 
  

ENGINE PRICE ADJUSTMENT 
  
 between 
  
 THE BOEING COMPANY 
  
 and 
  
 SOCIETE AIR FRANCE 
  
 Exhibit D-1A to Purchase Agreement Number 1966 
  
 ENGINE PRICE ADJUSTMENT - GENERAL ELECTRIC 
 (1998 BASE PRICE) 
 Block B Aircraft -
Delivering after Nov. 2001 
  
 (a) The Aircraft Basic Price of each Aircraft
set forth in Article 3 of this Agreement includes an aggregate price for GE90-94B engines and all accessories, equipment and parts therefor provided by the engine manufacturer (collectively in this Exhibit D called “Engines”) of:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  
 The adjustment to the Engine Price applicable to each Aircraft (“Engine Price Adjustment” herein) will be determined at the time of Aircraft delivery in
accordance with the following formula: 
  

			
	(b) [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	  	 
		
	 The following definitions will apply herein:
	  	 
		
	 D = Engine Price Adjustment
	  	 
		
	 Pb = The Engine Price as set
forth in paragraph (a) above.
	  	 

  


					
	 	  	 	  	 










					
	1.107	  	=	  	Nov. 01 CPI (162.58) / Jul. 98 CPI (146.92), using AHE 3724 as published prior to June 1, 2001.

  
 CPI = The Composite Price Index as
determined in accordance with the formula set forth below, rounded to the nearest hundredth. The Index values referred to below, to be used in determining the CPI, will be for the ninth month prior to the month of scheduled Aircraft delivery. Such
Index values will be those prepared by the Bureau of Labor Statistics, U.S. Department of Labor. 
  

					
	CPI	  	=	  	L + M1 + M2 + M3
			
	L	  	=	  	The Labor Index for such month will be a equal to fifty-five percent (55%) of the Employment Cost Index – Wages & Salaries for Aircraft Manufacturing (EC1 3721W), for such month
expressed as a decimal and rounded to the nearest hundredth.
			
	M1	  	=	  	The Industrial Commodities Index for such month will be equal to ten percent (10%) of the Producer Price Index for “all commodities other than Farm and Foods,” Code 3-15, (Base Year
1982 = 100) for such month expressed as a decimal and rounded to the nearest hundredth.
			
	M2	  	=	  	The Metals and Metal Products Index for such month will be equal to twenty-five percent (25%) of the Producer Price Index for “Metals and Metal Products” Code 10, (Base Year 1982 =
100) for such month expressed as a decimal and rounded to the nearest hundredth.
			
	M3	  	=	  	The Fuel Index for such month will be equal to ten percent (10%) of the Producer Price Index for “Fuel and Related Products and Power,” Code 5, (Base Year 1982 = 100) for such month
expressed as a decimal and rounded to the nearest hundredth.

  

					
	142.45	  	=	  	Composite Price Index for November, 2001.

  
 The factor (CPI divided by 142.45) by
which the 

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 
Engine Price is to be multiplied will be expressed as a decimal and rounded to the nearest thousandth. 
  
 The Engine Price Adjustment will not be made if it would result in a decrease in the
aggregate Engine Price. 
  

	(c)	The values of the Employment Cost Index and Producer Price Indices used in determining the Engine Price Adjustment will be those published by the Bureau of Labor Statistics, U.S.
Department of Labor as of a date 30 days prior to first day of the month of the scheduled Aircraft delivery month to Buyer. 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. 

  

	(d)	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 agrees to meet jointly with Boeing and Buyer 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. 

  
 Appropriate revision of the Engine Price Adjustment provisions set forth above will be made
to accomplish this result for the affected Engines. 
  
 [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 EXHIBIT D-2 
  
 to 
  
 PURCHASE AGREEMENT No. 1966 
  
 between 
  
 THE, BOEING COMPANY 
  
 and 
  
 SOCIÉTÉ AIR FRANCE 
  
 ESCALATION ADJUSTMENT 
  
 AIRFRAME AND
OPTIONAL FEATURES 
  
 MODEL 777-300ER

  
 (For Model 777-300ER, the Airframe Price Includes

 the Engine Price at its basic thrust level.) 
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 EXHIBIT D-2 
  
 ESCALATION ADJUSTMENT 
  

	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 the applicable purchase agreement and to adjust the amount to be paid by Buyer 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 Model 777-300ER 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
2 of the applicable purchase agreement)
			
	M =	 	.35 x ICI	  	 
	 	 	         ICIb	  	 where ICIb, is
the base year index
 (as set forth in Table 2 of the applicable purchase agreement)

		
	P  =	 	Airframe Price plus Optional Features Price (as set forth in the applicable 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 2 of the applicable 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 3721 W), 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 US. 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 will be provided by Boeing in the applicable purchase agreement.
		
	 	  	v. If the calculated sum of L + M is less than 1.000, then the value of the sum is adjusted to 1.0000.

  

	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 Purchase Price of any affected aircraft to reflect an allowance for
increases or decreases in Iabor compensation and material costs occurring since February of the price base year shown in the applicable purchase agreement which is consistent with the applicable provisions of paragraph 1 of this Exhibit D.

  
 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 Memo 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 Memo 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 Aircraft 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 PROVISIONS DOCUMENT 
  
 between 
  
 THE BOEING COMPANY 
  
 and 
  
 COMPAGNIE NATIONALE AIR FRANCE 
  
 Exhibit E to Purchase Agreement Number 2966 
  


					
	 	  	 	  	 









 BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT 
  
 Dated Nov. 28 1996 
  
 Relating to 
  
 BOEING MODEL 777 AIRCRAFT 
  

  
 This Buyer Furnished
Equipment Provisions Document is Exhibit E to and forms a part of Purchase Agreement No. 1966, between The Boeing
Company (Boeing) and Compagnie Nationale Air France (Buyer) relating to the purchase of Boeing Model 777 aircraft. 
  


					
	 	  	 	  	 









 BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT 
  

	1.	General. 

  
 Certain equipment to be installed in the Aircraft is furnished to Boeing by Buyer at Buyer’s expense. This equipment is designated “Buyer
Furnished Equipment” (BFE) and is listed in the Detail Specification. On or before date July 1, 1997, Boeing will provide to Buyer 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 in the attachment to
this Exhibit. 
  

	2.	Supplier Selection. 

  
 Buyer will: 
  
 2.1 Select and notify Boeing of the suppliers 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] 
  
 Seats (passenger) [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  
 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 dates for BFE certification. 
  


					
	 	  	 	  	 










	3.	Buyer’s Obligations. 

  
 Buyer 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 to Boeing in accordance with the
quantities and schedule provided therein; and 
  
 3.1.3 deliver appropriate quality assurance documentation to Boeing as required with each BFE part (D6–56586, “BFE Product Acceptance Requirements”); 
  
 3.2 authorize Boeing to discuss all non-commercial 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 source inspection and supplier delegation programs, including availability of adequate facilities for Boeing resident personnel; and 

 
 3.3.2 obtain selected BFE supplier’s agreement to
submit supplier’s quality systems for approval per Boeing document Dl – 9000; Boeing reserves the right to specify particular BFE suppliers that will be required, with Buyer’s agreement, to meet this Dl – 9000 standard.

  
 3.4 provide necessary field service representation at
Boeing’s facilities to support Boeing on all issues related to the installation and certification of BFE; 
  
 3.5 deal directly with all BFE suppliers to obtain overhaul data, provisioning data, related product support documentation and any warranty provisions
applicable to the BFE; 
  


					
	 	  	 	  	 









 3.6 work closely with Boeing and the BFE suppliers to resolve any difficulties, including defective
equipment, that arise; 
  
 3.7 be responsible for modifying,
adjusting and/or calibrating BFE as required for FAA approval and for all related expenses; 
  
 3.8 warrant that the BFE will meet the requirements of the Detail Specification; and 
  
 3.9 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. 

  
 4.1 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. 
  
 4.2 If Buyer or Buyer’s supplier experiences
difficulty in meeting, or fails to meet, the requirements of this Exhibit E, Boeing will consult with and assist Buyer to agree a course of action to attempt rectification of such difficulty or failure and will assist Buyer where appropriate to
obtain support and corrective actions from suppliers in order to minimize potential cost or schedule impacts to Boeing and Buyer. 
  

	5.	Nonperformance by Buyer. 

  
 If Buyer’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, Buyer will reimburse Boeing for all resulting expenses and be deemed to have agreed to any such delay in Aircraft delivery. In addition 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 Buyer without the BFE installed. 
  


					
	 	  	 	  	 










	6.	Return of Equipment. 

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

	7.	Title and Risk of Loss. 

  
 Title to and risk of loss of BFE will at all times remain with Buyer 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. 
  

	8.	Indemnification of Boeing. 

  
 Buyer 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 Buyer 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 in whole or in part by the active, passive or imputed negligence of Boeing, This indemnity
will not apply with respect to any nonconformance or defect caused solely by Boeing’s installation of the BFE. 
  

	9.	Patent Indemnity. 

  
 Buyer 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. 
  

	10.	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, 
  


					
	 	  	 	  	 









 Attachment A to 
 Exhibit E 
  
 BOEING MODEL 777 AIRCRAFT 
  

					
	 Item

	 	 Preliminary On-Dock Dates

	 	 
	 	 	 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] 
	 	 
	 	 	
	 	 
			
	 Seat5
 Galleys
 Electronics
 Furnishings
 Video/Cabin Mgt. Sys.
	 	 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] 
	 	 

  


					
	 	  	 	  	 









 EXHIBIT E- 1 
  
 To 
  
 Purchase Agreement Number 1966 
  
 between 
  
 THE BOEING COMPANY

  
 and 
  
 Societe Air France 
  
 BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT 
  


					
	 	  	 	  	 









 BUYER FURNISHED EQUIPMENT VARIABLES 
  
 relating to 
  
 BOEING MODEL 777-300ER AIRCRAFT 
  
 This Supplemental Exhibit BFE 1 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
	  
	 Developmental POD Seats (first class)
	  
	 Standard IFE (Next Generation)
	  
	 Seats B/C and E/C
	  
	 Overhead & Audio System
	  
	 Miscellaneous Emergency Equipments
	  

  

	*	IFE next generation supplier select dependent on offerability by May 31, 2002. 

  
 Note: If part numbers aren’t identified when the supplier selections are made, they can be identified at the ITCM or at a date mutually
agreed to after the ITCM(s). 
  
 ITCM Dates (subject to change by mutual
agreement): 
  

			
	 ITCM - POD seat
	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
	 B/C & E/C seats and IFE
	  
	 ITCM Galley
	  

  

	*	Pod Seat/IFE Integration will be discussed in [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 

  


					
	 	  	 	  	 










	2.	On-dock Dates 

  
 On or before March 2003, 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

	  	 Preliminary On-Dock Dates
 [Month of
Delivery:]


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

	 	 	

	 Seats
	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 Galleys/Furnishings
	  
	 Antennas and Mounting Equipment
	  
	 Avionics Equipment
	  
	 Cabin Systems Equipment
	  
	 Miscellaneous/ Emergency Equipment
	  
	 Textiles/Raw Material
	  

  

			
	 Item

	  	 Preliminary On-Dock Dates
 [Month of
Delivery:]


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

	 Seats
 Galleys/Furnishings
 Antennas and Mounting Equipment
 Avionics Equipment
 Cabin Systems Equipment
 Miscellaneous/ Emergency Equipment
 Textiles/Raw Material
	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

  


					
	 	  	 	  	 









 DEFINED TERMS DOCUMENT 
  
 between 
  
 THE BOEING COMPANY 
  
 and 
  
 CQMPAGNIE NATIONALE AIR FRANCE 
  
 Exhibit F to Purchase
Agreement Number 1966 
  


					
	 	  	 	  	 









 DEFINED TERMS DOCUMENT 
  
 Dated Nov. 28 1996 
  
 Relating to 
  
 BOEING MODEL 777 AIRCRAFT 
  

  
 This Document is Exhibit F to and forms a part of Purchase Agreement No.
1.966 (Agreement) between The Boeing Company (Boeing) and Compagnie Nationale Air France (Buyer) relating to the purchase of Boeing Model 777 aircraft. 
  
 The following is a list of those terms and their definitions as used and not otherwise defined in this Agreement. Such terms are identified in the
Agreement by the use of an initial capital letter, 
  


					
	 	  	 	  	 









 DEFINED TERMS DOCUMENT 
  
 EXHIBIT F TO AGREEMENT NO. 1966 
  

					
	 TERM

	  	 DEFINITION

	  	 FIRST REFERENCE


	 Advance Payment Base Price
	  	Boeing’s estimate of the Aircraft Price is set forth in Article 3.	  	Article 3
			
	 Agreement
	  	Purchase Agreement No. 1966, including all Exhibits, the Detail Specification, attachments, letter agreements and other written modifications and amendments thereto.	  	Opening paragraph of the Agreement
			
	Aircraft (includes “the”, “all”, “first”, “last” “such”, etc.)	  	The aircraft described in Article 1, Para. 1.1.	  	Article 1, Para. 1.1
			
	 Aircraft Basic Price
	  	The amount set forth in Article 3, Para. 3.1.4.	  	Article 3, Para. 3.1.4
			
	 Aircraft Price
	  	The total amount Buyer is to pay for an Aircraft which is described in Article 3, Para. 3.1.6.	  	Article 3, Para. 3.1.6
			
	 Aircraft Software
	  	The computer software included with the Aircraft when the Aircraft is delivered by Boeing, described in Exhibit B, Part D-1, Para. 1.	  	Exhibit B, Part D-1, Para 1
			
	 Airframe Component
	  	A component described in Exhibit B, Part C, Para. 1.1	  	Exhibit B Part C Para. 1.1
			
	 Article
	  	An Article of the Agreement.	  	Article 6, Para. 6.4
			
	 Base Airframe Price
	  	The airframe price described in Article 3, Para. 3.1.2,	  	Article 3, Para. 3.1.2/

  


					
	 	  	 	  	 









 DEFINED TERMS DOCUMENT 
  
 EXHIBIT F TO AGREEMENT NO. 1966 
  

					
	 TERM

	  	 DEFINITION

	  	 FIRST REFERENCE


			
	Boeing	  	The Seller of the Aircraft identified in the opening paragraph of the Agreement.	  	Opening paragraph of the Agreement
			
	Boeing Warranty	  	Part A of Exhibit B to the Agreement.	  	Exhibit 3, Part A, Para. 1
			
	Buyer	  	The purchaser of the Aircraft identified in the opening paragraph of the Agreement.	  	Opening paragraph of the Agreement
			
	Buyer Furnished Equipment or BFE	  	Equipment provided by Buyer pursuant to Exhibit E for installation by Boeing on the Aircraft.	  	Article 4.1
			
	Buyer Furnished Equipment Document	  	Document provided by Boeing to Buyer defining requirements for BFE. Exhibit E, Para. 1.	  	Article 13, Para. 13.1
			
	Certificate of Airworthiness	  	The certificate issued by the FAA pursuant to Part 21 of the Federal Aviation Regulations for the type of Aircraft purchased under this Agreement as described in Article 8.	  	Article 8, Para. 8.1.1.2
			
	Change Order	  	A change to the Detail Specification, as described in Article 7, Para. 7.2.	  	Article 7, Para. 7.2/
			
	Covered Component	  	An Airframe Component as described in Exhibit B, Part C, Para. 1.4.	  	Exhibit B Part C Para, 1.4
			
	Customer Support Document	  	Exhibit C to the Agreement.	  	Article 12, Para. 12.5

  


					
	 	  	 	  	 









 DEFINED TERMS DOCUMENT 
  
 EXHIBIT F TO AGREEMENT NO. 1966 
  

					
	 TERM

	  	 DEFINITION

	  	 FIRST REFERENCE


			
	Customer Support Services	  	The Boeing services, training and other obligations described in Exhibit C to the Agreement.	  	Article 12, Para. 12.5
			
	Deposit	  	The money paid by Buyer to Boeing as part of the acceptance of the Aircraft proposal.	  	Article 5, Para. 5.1
			
	Detail Specification	  	The Boeing document that describes the specifications of the Aircraft modified from time to time to include developmental and Buyer requested changes.	  	Article 1, Para. 1.1
			
	Development Change(s)	  	Changes to the basic specification that do not affect price, delivery, guaranteed weight, performance or interchangeability as described in Article 7, Para. 7.1.	  	Article 7, Para. 7.1
			
	Disclaimer and Release	  	The disclaimer and Release set forth in Article 12, Para. 12.2.	  	Article 12, Para. 12.2
			
	Documents	  	The data and documents provided by Boeing under the Agreement.	  	Exhibit C, Part D Para. 2
			
	Economic Price Adjustment	  	Article 3, Para. 3.1.5.	  	Article 3, Para. 3.1.5
			
	Engine(s)	  	The engines installed on the Aircraft as described in the Detail Specification.	  	Article 3, Para. 3.1.2

  


					
	 	  	 	  	 









 DEFINED TERMS DOCUMENT 
  
 EXHIBIT F TO AGREEMENT NO. 1966 
  

					
	 TERM

	  	 DEFINITION

	  	 FIRST REFERENCE


			
	Engine Price	  	The price of the Engines installed on the Aircraft set forth in Exhibit D, including all accessories, equipment and parts therefor provided by the Engine manufacturer.	  	Article 3, Para. 3.1.3
			
	Engine Price Adjustment	  	The adjustment to the Engine Price as required by Article 3, Para. 3.1.2, and as calculated pursuant to Exhibit D.	  	Article 3 Para. 3.1.2
			
	Excusable Delay	  	A delay resulting from any of the causes described in Article 6, Par-a. 6.1.	  	Article 6, Para. 6.1
			
	Export Certificate of Airworthiness	  	A certificate issued by the FAA as described in Article 8, Para. 8.1.1.2.	  	Article 8, Para. 8.1.1.2
			
	FAA	  	The Federal Aviation Administration of the Department of Transportation of the United States, including the Administrator of the Federal Aviation Administration, the National Transportation
Safety Board and any other authority or agency of the Federal Government of the United States having like jurisdiction.	  	Article 8, Para. 8.1.1
			
	Failed Component	  	A component as described in Exhibit B, Part C, Para. 1.6.	  	Exhibit B Part C Par-a. 1.6
			
	Failure	  	Any breakage or defect as described in Exhibit B, Part C, Para. 5.	  	Exhibit B Part C Para. 1.5

  


					
	 	  	 	  	 









 DEFINED TERMS DOCUMENT 
  
 EXHIBIT F TO AGREEMENT NO. 1966 
  

					
	 TERM

	  	 DEFINITION

	  	 FIRST REFERENCE


			
	Federal Aviation Regulations	  	The United States Federal Aviation Regulations and, if they are redesignated or discontinued, any comparable regulations or parts thereof issued by the FAA.	  	Article 8, Para. 8.1.1.1
			
	Field Service(s)	  	Boeing-provided services as described in Exhibit C, Part B, Para. 2.	  	Exhibit C, Part B, Para. 2
			
	Field Service Period	  	The length of time Boeing provides Field Service to Buyer as described in Exhibit C, Part B, Para. 2.1.	  	Exhibit C, Part B, Para. 2.1
			
	Flight Training Planning Conference	  	A planning conference as described in Exhibit C, Part C, Para. 2.	  	Exhibit C, Part C, Para. 2
			
	Flight Training Program	  	The program of flight training described in Exhibit C, Part C, Para. 3.	  	Exhibit C, Part C, Para. 3
			
	Interface Problem	  	A technical problem attributed to the design characteristics of the Aircraft or its systems, as described in Exhibit B, Part G, Para. 1.	  	Exhibit B, Part G, Para. 1
			
	Joint Aviation Authorities (JAA)	  	A joint committee of representatives of various European Government’s airworthiness agencies which has established a set of aircraft Type acceptance criteria laid down in the European JAR
Part 21	  	Article 8, Para. 8.1.2

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 DEFINED TERMS DOCUMENT 
  
 EXHIBIT F TO AGREEMENT NO. 1966 
  

					
	 TERM

	  	 DEFINITION

	  	 FIRST REFERENCE


			
	Landing Gear Component	  	A component as described in Exhibit B, Part C, Para. 1.2.	  	Exhibit B Part C Para. 1.2
			
	Maintenance Training Planning Conference	  	A planning conference as described in Exhibit C, Part A, Para. 2.	  	Exhibit C, Part A, Para. 2
			
	Maintenance Training Program	  	The program of training described in Exhibit C, Part A, Para. 3.	  	Exhibit C, Part A, Para. 3
			
	Major Damage	  	Damage described in Exhibit C, Part C, Para. 11.3.	  	Exhibit C Part C Para. 11.3
			
	Manufacturer Change(s)	  	A change to the Aircraft or performance required of Boeing as described in Article 8, Para. 8.2.1.	  	Article 8, Para. 8.2.1
			
	Operator Change(s)	  	A change to the Aircraft described in Article 8, Para. 8.3.1.	  	Article 8, Para. 8.3.1
			
	Performance Guarantees	  	The written guarantees regarding the operational performance of the Aircraft set forth in the Agreement or the Detail Specification.	  	Article 1, Para, 1.3
			
	Policy (Boeing Service Life Policy)	  	Exhibit B, Part C, Para. 2.	  	Exhibit B, Part C, Para. 2
			
	Price First Published	  	Article 3, Para. 3.1.7.	  	Article 3, Para. 3.1.7
			
	Product Assurance Document	  	Exhibit B of the Agreement.	  	Article 12, Para. 12.1

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 DEFINED TERMS DOCUMENT 
  
 EXHIBIT F TO AGREEMENT NO. 1966 
  

					
	 TERM

	  	 DEFINITION

	  	 FIRST REFERENCE


			
	Revenue Service Training	  	Flight Training conducted on the Aircraft during revenue service with cargo and/or passengers on board, as described in Exhibit C, Part C, Para. 8.	  	Exhibit C, Part C, Para, 8
			
	Software Documentation	  	A listing of components and equipment referred to in Exhibit C, Part D, Para. 3.3.6.	  	Exhibit C, Part D, Para. 3.3.6
			
	Spare Component	  	A component as described in Exhibit B, Part C, Para. 1.3.	  	Exhibit B Part C Para. 1.3
			
	Special Features	  	Article 3, Para. 3.1.1.	  	Article 3, Para. 3.1.1
			
	Standard Airworthiness Certificate	  	A certificate issued by the FAA, pursuant to Part 21 of the Federal Aviation Regulations as described in Article 8, Para. 8.1.1.2.	  	Article 8, Para. 8.1.1.2
			
	Target Delivery Date	  	A non binding estimated delivery date provided for Buyer’s planning purposes, described in Article 2.	  	Article 2, Para. 2.2
			
	Taxes	  	The term “Taxes” defined in Article 4, Para. 4.1.	  	Article 2, Para. 2.3
			
	Type Certificate	  	A certificate issued by the FAA pursuant to Part 21 of the Federal Aviation Regulations described in Article 8, Para. 8.1.1.1.	  	Article 8, Para. 8.1.1.1
			
	Warranty Labor Rate	  	The hourly labor rate defined in Exhibit B, Part B, Para. 5.3.	  	Exhibit B, Part B, Para. 5.3

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









  

					
	 	  	Boeing Commercial Airplane Group	  	 
	 	  	P.O. Box 3707	  	 
	 	  	Seattle, WA 98124-2207	  	 

  
 1966-1 
  
 Compagnie Nationale Air France 
 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

	Subject: 	Letter Agreement No. 1966-1 to Purchase Agreement No. 1966 – Aircraft Configuration Matters 

  
 This Letter Agreement amends Purchase Agreement No. 1966 dated as of this date (the Agreement) between The Boeing Company (Boeing) and
Compagnie Nationale Air France (Buyer) relating to Model 777-2001GW 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.	777-2001GW Aircraft Configuration. 

  
 1.1 Basic Configuration. The configuration of Buyer’s Model 777-2001GW Aircraft has been defined by Boeing Detail Specification [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] described in Article 1 and Exhibit A-200 of the Agreement and which includes installation of GE90-90B engines and a
Maximum Takeoff Gross Weight of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] pounds. Certain configuration items decisions have not been made by
Buyer since further consideration of configuration alternatives is required or because Boeing has not provided Buyer with price and offerability information for features that have been requested by Buyer. Boeing agrees that the Change Requests
listed in Attachment A hereto may be held open pending Buyer’s decision until the expiration dates indicated for each Change Request in such Attachment. In addition, Boeing agrees to determine price and offerability of the additional features
listed in Attachment B hereto and provide proposals for such features (Changes) including price, weight and aircraft performance effects if any, for Buyer’s consideration as soon as practical after execution of the Agreement. Thereafter, if
Buyer requests further changes to the configuration, Boeing will process Master Change proposals for Buyer’s consideration. 
  


					
	 	  	 	  	 









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


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









  

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

	 	 	

	 Its
	 	 Attorney-In-Fact

	
	ACCEPTED AND AGREED TO this
		
	Date:	 	 November 28, 1996


  

			
	COMPAGNIE NATIONALE AIR FRANCE
		
	By	 	 /s/ Illegible

	 	 	

	 Its
	 	 VP. Fleet Planning


  
 Attachments A and B 
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 











					
	 	  	 	  	 
	 	  	 	  	 

  

 OPEN CHANGE REQUESTS 
  

THE FOLLOWING LISTED Change Requests remain in an Open status pending either Boeing providing offerability, pricing or other further information to assist Buyer’s
evaluation. All the Change Requests, other than those identified by “NOTE 1”, in the following listing shall no longer be offereable by Boeing for the Aircraft after January 4, 1997. Buyer shall make its decision for those Change Requests
identified by “NOTE 1”, by February 6, 1997. On a case by case basis, Boeing will entertain Buyer’s requests for an extension of such dates for Change Requests related to BFE. Boeing shall provide missing price and offerability
information to Buyer by December 16, 1996. 
  
 OPEN CHANGE REQUESTS

  

							
	 	  	Price Per A/C
2995 STE $$$
(10 Aircraft)

	  	Notes (as
applicable)


	 CR
Number

	  	 CR Title

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

  


					
	 	  	 	  	 
	 	  	 	  	 











					
	 	  	 	  	 
	 	  	 	  	 

  

 STUDY CHANGE REQUESTS 
  
 THE FOLLOWING LISTED Change Requests remain in a Study status pending Boeing’s further study to determine that such changes are
offereable on Buyer’s aircraft. Following such determination, Boeing will make a proposal for such incorporation on the Aircraft for Buyer’s consideration, such proposal to include the effects on Aircraft price weight and balance and
performance guarantees, if any, and any other information that Boeing may be able to provide to assist Buyer’s evaluation. Boeing shall provide such price and offerability information as soon as practicable but in any case prior to December 16,
1996. Buyer shall accept any such Change Requests by January 6, 1996, unless a later date is agreed in writing by Boeing. 
  

			
	 CR
Number

	  	 CR Title



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


					
	 	  	 	  	 
	 	  	 	  	 










					
	 	  	Boeing Commercial Airplane Group	  	 
	 	  	 P.O. Box 3707
 Seattle, WA 981242207
	  	 

  
 1966-2 
  
 Compagnie Nationale Air France 
 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

			
	 Subject:
	  	 Letter Agreement No. 1966-2 to Purchase Agreement No. 1966 - Spares Initial Provisioning


  
 This Letter Agreement amends Purchase
Agreement No. 1966 dated as of this date (the Agreement) between The Boeing Company (Boeing) and Compagnie Nationale Air France (Buyer) relating to Model 777-2001GW and 777-300 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.	Applicability. 

  
 This letter will apply to initial provisioning for the Model 777-2001GW and 777-300 Aircraft covered by the Agreement. 
  

	2.	Initial Provisioning Meeting. 

  
 Boeing will conduct an initial provisioning meeting (Initial Provisioning Meeting) with Buyer to establish mutually agreeable procedures to accomplish
Buyer’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 Buyer 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 Buyer will be the data described in Section E of
Boeing Manual D6-49090, entitled “Initial Provisioning Implementation Manual, Boeing Model 757, 767, 777, 747-400 and 737-300, -400 and -500” (Boeing Initial Provisioning Implementation Manual) which will be furnished to Buyer prior to the
Initial Provisioning Meeting. The parties will also agree on the 

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 
provisioning documentation to be provided by Boeing. Such data will be essentially in accordance with the provisions of Chapter 1 of ATA International
Specification 2000, Revision 1, dated April 20, 1989, as described in Boeing Initial Provisioning Implementation Manual D6-49090 (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 Buyer will use their best efforts to convene such meeting within 30 days after
execution of the Agreement. 
  

	3.	Initial Provisioning Documentation. 

  
 3.1 Provisioning Data. Boeing will furnish Provisioning Data to Buyer on or about [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 Buyer 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 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 Buyer 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 Buyer
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 Buyer 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 Buyer 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 Buyer’s Aircraft provided Boeing has appropriate data on the BFE. 
  
 3.3.2 Buyer’s Responsibility. Buyer 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 to be agreed between Boeing and Buyer, such BFE equipment will not be included in Boeing’s Provisioning
Data or IPC. 
  
 3.4 Other Data. Boeing will submit to
Buyer listings of Raw Materials, Standard Parts and Bulk Materials to be used by Buyer 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. Boeing will inform Buyer of the long lead Provisioning Items for which Buyer must place
orders by July 1, 1997; Boeing will also advise Buyer of the required lead times for other Provisioning Items when the Provisioning Data is provided. In those instances where Boeing submits any revision to the Provisioning Data, Buyer will place
orders for Boeing Spare Parts covered by such revision within 60 days (or such other period as Boeing and Buyer may mutually agree) following the date of such submittal. At Buyer’s request, Boeing will process “controlled shipments”
by shipping full or partial quantities of an order on a schedule specified by Buyer, provided the final shipment is made no later than 24 months after delivery of the first Aircraft. 
  
 4.2 Vendor Provisioning Items. Buyer may place orders with Boeing for Provisioning Items which are manufactured by
vendors or to their detailed design and are covered by the Provisioning Data as initial provisioning for the Aircraft. The price to Buyer for any such vendor Provisioning Item will be 112% of the 

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 
vendor’s quoted price to Boeing therefor, If Buyer elects to purchase such vendor Provisioning Items from Boeing, Buyer will place its orders therefor
in accordance with the provisions of Paragraph 4.1, Boeing Spare Parts. 
  
 4.3 Ground Support Equipment and Special Tools. Buyer may place orders with Boeing for ground support equipment (GSE) and special tools manufactured by vendors which Buyer determines it will initially require
for maintenance, overhaul and servicing of the Aircraft and/or engines. The price to Buyer for such GSE or special tools will be one hundred twelve percent (112%) of the vendor’s quoted price to Boeing therefor. If Buyer elects to purchase such
GSE and special tools from Boeing, Buyer 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 Spare Engines and Engine Spare Parts. Buyer may place orders with
Boeing for spare engines and/or engine spare parts which Buyer determines it will initially require for support of the Aircraft or for maintenance and overhaul of the engines. The price to Buyer for such spare engines or such engine spare parts,
will be 105% of the engine manufacturer’s quoted price to Boeing for the engine, and 112% of the engine manufacturer’s quoted price to Boeing for the engine spare parts. If Buyer elects to purchase such spare engines or engine spare parts
through Boeing, Buyer 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 Buyer a listing of all components which could be included in the Quick Engine Change (QEC) kits which may be purchased by Buyer from Boeing. Buyer agrees to review such listing and indicate by
marking on one copy of such listing those components that Buyer desires included in its QEC kits. Buyer will return such marked copy to Boeing within 30 days after Buyer’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 Buyer and will provide copies of such republished listing to Buyer. 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 Buyer for the Aircraft. Boeing will furnish to Buyer as soon as 
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 
practicable a statement setting forth a firm price for the QEC kit configuration selected by Buyer. Buyer 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], or such other date as the parties may mutually agree in writing. 
  
 4.6 Payment for Provisioning Items. The payment provisions of the
General Terms Agreement between Boeing and Buyer will be applicable to Provisioning Items ordered by Buyer from Boeing for the Aircraft. 
  

	5.	Delivery. 

  
 Boeing will, insofar as reasonably possible, deliver to Buyer the Spare Parts ordered by Buyer in accordance with the provisions of this letter on dates
reasonably calculated to conform to Buyer’s anticipated needs in view of the scheduled deliveries of the Aircraft. Buyer 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 vendors, directly to Buyer from the applicable vendor’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 Buyer. 
  

	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-Agreement, any Spare Part purchased by
Buyer 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 Buyer’s request), Boeing will deliver to Buyer new
and usable Spare Parts in substitution for such obsolete or unusable Spare Parts and Buyer will return the obsolete or unusable Spare Parts to Boeing. Boeing will credit Buyer’s account with Boeing with the price paid by Buyer for any such
obsolete or unusable Spare Part and will invoice Buyer for the purchase price of any such substitute Spare Part delivered to Buyer, If the price of the substitute Spare Part is greater that of the part rendered obsolete by Boeing’s redesign
then Boeing will provide Buyer with a credit memorandum 

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 
for the difference in price between the obsolete and the substitute part. 
  
 6.2 Shipment & Delivery of Obsolete Spare Parts and Substitutes Therefor. Obsolete or unusable Spare Parts
returned by Buyer pursuant to this paragraph will be shipped to Boeing’s Seattle Distribution Center, or such other destination as Boeing may reasonably designate and will be deemed delivered to Boeing upon arrival thereat. Spare Parts
substituted for such returned obsolete or unusable Spare Parts will be shipped to Buyer from Boeing’s Seattle Distribution Center, or such other Boeing shipping point as Boeing may reasonably designate and will be deemed delivered to Buyer upon
shipment therefrom. Boeing will pay the freight charges for the shipment from Buyer to Boeing of any such obsolete or unusable Spare Part and for the shipment from Boeing to Buyer 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 Agreement, and ending 5 years after
such delivery, Boeing will, upon receipt of Buyer’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 Buyer from Boeing, and (iii) are surplus to Buyer’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) Buyer’s modification of the Aircraft or (b) design improvements by Boeing or the vendor provided interchangeability is maintained (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 vendor 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 Buyer’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. Buyer will notify Boeing, in writing, when Buyer desires to return Provisioning Items which Buyer’s review
indicates are eligible for repurchase by Boeing under the provisions of this Repurchase of Provisioning Items paragraph. Buyer’s notification will include a detailed summary, in part number sequence, of the Provisioning Items Buyer 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 Buyer, and will include part number, nomenclature, purchase order number, purchase order date and quantity to be
returned. Within 5 business days after receipt of Buyer’s notification, Boeing will advise Buyer, 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
Buyer pursuant to Paragraph 7.3, Boeing will issue to Buyer 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 and
Buyer will discuss any reason that any spare part included in Buyer’s detailed summary is not eligible for return and agree on disposition of such part (s). Boeing’s MRA will state the latest reasonable date by which Provisioning Items
listed in the MRA must be redelivered to Boeing and Buyer 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 vendor which were purchased pursuant to Paragraph 4, Purchase from Boeing of Spare Parts as 

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 
Initial Provisioning for the Aircraft, hereof the repurchase price will include Boeing’s 12% handling charge. Boeing will pay the repurchase
price by issuing a credit memorandum in favor of Buyer within thirty days of receipt of a returned item 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 and Buyer may reasonably agree. Buyer will pay the freight charges for the
shipment from Buyer 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 Spare 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
Spare Parts, will pass to Buyer upon delivery thereof to Buyer. 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 Buyers and/or the Buyer’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 Buyer on or about [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] in Boeing Document D6-56115, Volumes 1 and 2. In the event Buyer has used due
diligence in attempting to resolve any difficulty arising in normal business transactions between Buyer 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 Buyer, assist Buyer in resolving such difficulty. Assistance will be provided by the Spares Supplier Support and Data Management Organization within the Boeing Buyer Services Division. 
  

	10.	Termination of Agreement for Excusable Delay. 

  
 In the event of termination of the Agreement with respect to any Aircraft 
  
 (i) pursuant to Article 6.2 of the Agreement, or 
  
 (ii) pursuant to Article 6.3 of the Agreement 
  
 such termination will, if Buyer 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 Buyer 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. 
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










					
	 	  	 Boeing Commercial Airplane Group
	  	 
	 	  	 P.O. Box 3707
 Seattle, WA 981242207
	  	 

  
 This Letter
Agreement is applicable to Model 777-300ER Aircraft only 
  
 1966-02-1R1

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

			
	 Subject:
	  	Spares Initial Provisioning
		
	 Reference:
	  	Purchase Agreement No. 1966 (the Purchase Agreement) between The Boeing Company (Boeing) and société Air France (Buyer) relating to Model 777-300ER 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. 
  
 This Letter Agreement replaces in its entirety Letter Agreement 1966-02-1 dated November 12, 2000. 
  

	1.	Applicability. 

  
 This letter will apply to initial provisioning for the Model 777-300ER Aircraft purchased by Buyer under Supplemental Agreement No. 7 to the Purchase
Agreement. 
  

	2.	Initial Provisioning Meeting. 

  
 Boeing will conduct an initial provisioning meeting (Initial Provisioning Meeting) with Buyer to establish mutually agreeable procedures to accomplish
Buyer’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 Buyer 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 Buyer 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 Buyer prior to the 

  


					
	 	  	 	  	 









 
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 Buyer 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 Buyer on or about [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] but no later than [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 Buyer for initial provisioning for the Aircraft. The Provisioning Data will be tailored to combine Air France 777-200 model
aircraft and 777-300ER model 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 Snare 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 Buyer 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], but no later than [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], furnish to Buyer 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 Buyer 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 Buyer 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 Buyer’s Aircraft provided such equipment has been installed on other Aircraft by Boeing and
Boeing has data on the BFE. 
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 3.3.2 Buyer’s Responsibility. Buyer 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 Buyer listings of Raw Materials, Standard Parts and Bulk Materials to be used by Buyer 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. Buyer will place orders for Provisioning Items by [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, Buyer will place orders for Boeing Spare
Parts covered by such revision within 60 days following the date of such submittal. At Buyer’s request, Boeing will process “controlled shipments” by shipping full or partial quantities of an order on a schedule specified by Buyer,
provided the final shipment is made no later than 24 months after receipt of the order. 
  
 4.2 Supplier Provisioning Items. Buyer 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 Buyer 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 Buyer elects to purchase such supplier Provisioning Items from Boeing, Buyer 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. Buyer
may place orders with Boeing for ground support equipment (GSE) and special tools manufactured by suppliers which Buyer determines it will initially require for maintenance, overhaul and servicing of the Aircraft and/or engines. The price to Buyer
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] of the supplier’s quoted price to Boeing therefor. If Buyer
elects to purchase such GSE and special tools from Boeing, Buyer 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 Spare Engines and Engine Spare Parts. Buyer may place orders with
Boeing for spare engines and/or engine spare parts which Buyer determines it will initially require for support of the Aircraft or for maintenance and overhaul of the engines. The price to Buyer 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] 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] engine
manufacturer’s quoted price to Boeing for the engine spare parts. If Buyer elects to purchase such spare engines or engine spare parts through Boeing, Buyer will place its orders on a date to be mutually agreed upon during the Initial
Provisioning Meeting. 
  
 4.5 OEC 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 Buyer a listing of all components which could be included in the Quick Engine Change
(QEC) kits which may be purchased by Buyer from Boeing. Buyer agrees to review such listing and indicate by marking on one copy of such listing those components that Buyer desires included in its QEC kits. Buyer will return such marked copy to
Boeing within 30 days after Buyer’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 Buyer and will provide copies of such
republished listing to Buyer. 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 Buyer for the Aircraft, Boeing will furnish to Buyer as soon
as practicable a statement setting forth a firm price for the QEC kit configuration selected by Buyer. Buyer 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 Buyer Services General Terms Agreement (CSGTA) between Boeing and Buyer will be applicable to Provisioning Items ordered by Buyer from Boeing
for the Aircraft. 
  

	5.	Delivery. 

  
 Boeing will, insofar as reasonably possible, deliver to Buyer the Spare Parts ordered by Buyer in accordance with the provisions of this letter on dates
reasonably calculated to conform to Buyer’s anticipated needs in view of the scheduled deliveries of the Aircraft. Buyer 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 Buyer 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 Buyer. 
  

	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 Buyer 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 Buyer’s request), Boeing will deliver to Buyer new and usable Spare Parts in substitution for such obsolete or
unusable Spare Parts and Buyer will return the obsolete or unusable Spare Parts to Boeing. Boeing will credit Buyer’s account with Boeing with the price paid by Buyer for any such obsolete or unusable Spare Part and will invoice Buyer for the
purchase price of any such substitute Spare Part delivered to Buyer. 
  
 6.2 Delivery of Obsolete Spare Parts and Substitutes Therefor. Obsolete or unusable Spare Parts returned by Buyer 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 Buyer 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 Buyer to Boeing of any such obsolete or unusable Spare Part and for the shipment from Boeing to Buyer 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 Buyer’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 Buyer from Boeing, and (iii) are surplus to Buyer’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) Buyer’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 Buyer’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. Buyer will notify Boeing, in writing, when Buyer desires to return
Provisioning Items which Buyer’s review indicates are eligible for repurchase by Boeing under the provisions of this Repurchase of Provisioning Items paragraph. Buyer’s notification will include a detailed summary, in part number sequence,
of the Provisioning Items Buyer 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 Buyer, and will include part number, nomenclature, purchase order number,
purchase order date and quantity to be returned. Within 5 business days after receipt of Buyer’s notification, Boeing will advise Buyer, 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 Buyer pursuant to Paragraph 7.3, Boeing will issue to Buyer 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 Buyer of the reason that any spare part included in Buyer’s detailed summary is not eligible for return. Boeing’s MRA will state the date by which Provisioning Items listed in the MRA
must be redelivered to Boeing and Buyer will arrange for shipment of such Provisioning Items accordingly. 
  
 7.5 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

  
 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. Buyer will pay the freight
charges for the shipment from Buyer 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 Spare 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 Spare Parts, will pass to Buyer upon
delivery thereof to Buyer. 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 Buyers and/or such Buyer’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 Buyer on [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] in Boeing Document D6-56115, Volumes 1 and 2. In the event Buyer has used due diligence in attempting to resolve any difficulty arising in normal business transactions between Buyer 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 Buyer, assist Buyer in resolving such difficulty. Assistance will be provided by the Buyer
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 6.5, Agreement Termination, of the Purchase
Agreement, such termination will, if Buyer so requests by written notice received by Boeing within [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
after such termination, also discharge and terminate all obligations and liabilities of the parties as to any Spare Parts which Buyer 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/ Kris A. Campbell

	 	 	

	 Its
	 	 Attorney-In-Fact


  
 ACCEPTED AND AGREED TO this

  
 Date: January 11, 2002 
  

			
	société Air France
		
	By	 	 /s/ Pierre VELLAY

	 	 	

	 Its
	 	 VP New Aircraft and Fleet Planning


  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










					
	 	  	Boeing Commercial Airplane Group	  	 
	 	  	P.O. Box 3707	  	 
	 	  	Seattle, WA 98124-2207	  	 

  
 1966-4 
  
 Compagnie Nationale Air France 
 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

	Subject:	Letter Agreement No. 1966-4 to Purchase Agreement No. 1966 – Contract Matters 

  
 This Letter Agreement amends Purchase Agreement No. 1966 dated as of this date (the Agreement) between The Boeing Company (Boeing) and
Compagnie Nationale Air France (Buyer) relating to Model 777-2001GW 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.	Assignment. 

  
 Under the terms of Article 10, Assignment, Resale or Lease, of the Agreement, Boeing may assign its rights to receive money. Boeing agrees that any action
taking by Boeing under the terms of such Article 10.1, shall not subject Buyer to any liability beyond that in the Agreement or modify in any way Buyer’s obligations under the Agreement. 
  

	2.	Buyer’s Insurance. 

  
 Under the terms of paragraph 2.3 of Part E of Exhibit C to the Agreement, Buyer’s insurers are required to acknowledge that the insurer and reinsurer
has seen a copy of the Agreement. Boeing agrees that such requirement shall not extend to portions of the Agreement that Boeing and Buyer have agreed are confidential unless prior agreement has been reached for such disclosure. 
  


					
	 	  	 	  	 










	3.	Buyer Furnished Equipment. 

  
 In paragraph 7, of Exhibit E to the Agreement, Boeing states that Boeing shall have only such liability for BFE under the Agreement as would have a bailee
for mutual benefit. A bailee for mutual benefit has the duty to avoid negligence in its care of bailed property (such as the BFE when in Boeing’s possession) as ordinarily prudent men, as a class, would exercise in caring for their own property
in similar circumstances. Buyer acknowledges that a bailee for mutual benefit is not the insurer of the bailed property. 
  
 Very truly yours, 
  

			
	THE BOEING COMPANY
		
	By	 	 /s/ Illegible

	 	 	

	 Its
	 	 Attorney-In-Fact


  
 ACCEPTED AND AGREED TO this

  
 Date: November 28, 1996 
  

			
	COMPAGNIE NATIONALE AIR FRANCE
		
	By	 	 /s/ Illegible

	 	 	

	 Its
	 	 VP Fleet Planning


  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










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

  
 1966-5R8 
  
 société Air France 
 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

	Subject:	Letter Agreement No. 1966-5R8 to Purchase Agreement No. 1966 - Option Aircraft 

  

This Letter Agreement amends Purchase Agreement No. 1966 dated as of this date (the Agreement) between The Boeing Company (Boeing) and société Air France
(Buyer) relating to Model 777-200ER aircraft (the Aircraft). 
  
 All terms used
herein and in the Agreement, and not defined herein, will have the same meaning as in the Agreement. 
  
 This letter agreement replaces in its entirety, Letter Agreement No. 1966-5R7, dated May 15, 2001. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  


					
	 	  	 	  	 










	1.	Delivery. 

  
 The Reconfirmation Aircraft for optional purchase by Buyer plus the Option Aircraft will be delivered during or before the months set forth in the
following schedule: 
  

					
	 Month
and
Year of
Delivery

	  	 Number of
 Option
Aircraft


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

  
 It is agreed that the terms and
conditions of this Letter Agreement apply equally to Reconfirmation Aircraft and Option Aircraft and any reference to Option Aircraft in this Letter Agreement or the Agreement shall be deemed applicable to any and all of the Reconfirmation Aircraft.

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


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










	2.	Price. 

  
 The estimated delivery prices (Advance Payment Base Price) of the Option Aircraft set forth below include an amount of [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] for the special features listed in Exhibit A-200-R1 of the Agreement. The Option Aircraft pricing elements and associated pricing terms
and conditions are in Attachment A. 
  

			
	 Month and Year of Delivery

	  	Advance Payment Base Price
Per Option Aircraft


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

  

	3.	Payment. 

  
 3.1 Buyer will pay a deposit to Boeing of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] (Deposit), on the date Boeing and Buyer sign the Agreement for the Aircraft. If Buyer exercises an option, the Deposit will be credited against the first advance payment due for such Option Aircraft.

  
 If Buyer does not exercise an option, Boeing will retain the Deposit for that
Option Aircraft. 
  
 As of the date of Supplemental Agreement No. 10, Buyer
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  
 3.2 Following option exercise, [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] 

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 
will be payable for the Option Aircraft pursuant to Attachment A. The remainder of the Option Aircraft purchase price will be paid at the time of
delivery of the Option Aircraft. 
  
 3.3 All prices and payments
are in United States Dollars. 
  

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

  

	5.	Option Exercise. 

  
 To exercise an option, Buyer will give written notice to Boeing on or before the applicable option exercise date (Option Exercise Date) which shall be
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] prior to the first day of the schedule month of delivery of the respective Option Aircraft.

  

	6.	Contract Terms. 

  
 Boeing and Buyer will use their best efforts to enter into a definitive agreement for the purchase of an Option Aircraft, within thirty (30) days after
Buyer exercises such option. 
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 











					
	[GRAPHIC]	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 

  

 Such definitive agreement will include the terms and conditions contained the Agreement, terms and conditions as may
be mutually agreed upon, and the applicable terms and conditions not inconsistent herewith contained in Boeing’s then-current standard form of purchase agreement for the sale of Model 777-200 aircraft in effect as of the date of option
exercise. In the event the parties have not entered into such agreement within such time, either party may terminate the purchase of such Option Aircraft by giving written notice to the other within ten (10) days of such period. 
  

			
	 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
	 	 	

	 	 	 Pierre Vellay

	 Its:
	 	 Vice President New Aircraft
 and Corporate Fleet Planning

	
	 Attachment


  


					
	 	  	 	  	 











					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 

  

 Model 777-2001GW Aircraft 
  

	1.	Option Aircraft Description and Changes. 

  
 1.1 Aircraft Description. The Option Aircraft is described by Boeing Detail Specification [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  
 1.2 Changes. The Detail Specification will be revised to include: 
  
 (1) Changes applicable to the basic Model 777-2001GW aircraft which are developed by Boeing between the date
of the Configuration Specification [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and the signing of a definitive agreement to purchase the
Option Aircraft. 
  
 (2) Changes mutually agreed
upon. 
  
 (3) Changes required to obtain an
Export Certificate of Airworthiness. 
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 











					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 

  


	2.	Price Description 

  
 2.1 Price Elements Per Aircraft 
  

															
	 	  	1

	  	2

	  	3

	  	4

	  	5

	  	6


	 OPTION AIRCRAFT
 DELIVERY MO.
& YR.

	  	 AIRFRAME & SPECIAL
 FEATURES PRICE
 (JULY 1995$)

	  	 ENGINE PRICE
 (JULY 1998$)

	  	 A/C BASIC
 PRICE
 ELEMENTS
 1 + 2

	  	 ESTIMATED
ESCALATION
 ON

	  	 ADV. PMT.
 BASE
PRICE
 ELEMENTS
 3 + 4

	  	 
	  	  	  	  	 ELEMENT
 1

	  	 ELEMENT
 2

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

  
 Continued Next Page. . . 
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 











					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 

  


	2.	Price Description. (Continued) 

  
 2.2 Price Adjustments. 
  
 2.2.1 Special Features. The price for Special Features selected for the Option Aircraft will be adjusted to Boeing’s
then-current prices as of the date of execution of the definitive agreement for the Option Aircraft. 
  
 2.2.2 Escalation Adjustments. For Option Aircraft delivering [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], the Base Airframe Price and the price of Special Features will be escalated according to the provisions of Exhibit D to the Agreement. 
  
 The engine manufacturer’s current escalation provisions, shown in
Exhibit D-1 to the Agreement, were used to calculate the advance payment base prices shown herein. Such engine escalation provisions will be revised if they are changed by the engine manufacturer prior to the signing of a definitive agreement for
the Option Aircraft and the then-current engine escalation provisions will be incorporated into such agreement. 
  
 2.2.3 Base Price Adjustments. The Engine Price of the Option Aircraft will be adjusted to the engine manufacturer’s
then-current price as of the date of execution of the definitive agreement for the Option Aircraft. 
  
 2.2.4 Foreign Regulatory Requirements. The basic price of the Option Aircraft includes an amount for Boeing’s costs associated
with changes to the Option Aircraft required to export such Option Aircraft to France as such requirements are understood as of the date of the this letter agreement. Buyer will pay Boeing’s reasonable price for any addition to, or change,
modification or testing of any Option Aircraft (individually or collectively called “change”) which is necessary to comply with any additional requirements of France, the country of import, which varies from or is in addition to the
airworthiness requirements of the Federal Aviation Administration for the issuance of a standard United States Airworthiness Certificate or the requirements of the JAA as currently established. The Detail Specification for the Option Aircraft will
be amended to reflect such change. Buyer also will pay Boeing’s reasonable price to obtain validation of the Option Aircraft for export to France, 

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 











					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 

  

 
including reasonable amounts for data, studies and testing required by any governmental agency of France and any associated charges by such agency. If
delivery of the Option Aircraft is delayed due to the incorporation of any such change or is delayed by failure to obtain such validation, such delay will be deemed to be an excusable delay. 
  

	3.	Advance Payment Schedules, Prices and Adjustments. 

  
 3.1 Buyer will pay to Boeing advance payments for the Option Aircraft pursuant to the following schedule. 
  

			
	 	  	 Amount Due per Option Aircraft


	 Due Date of Payment

	  	 (Percentage times
 Advance Payment Base Price)

	 Upon signing of the definitive agreement
	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] (less the Deposit)
	 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
	  
		
	 	  	 
		
	 	  	 
		
	 	  	 
		
	 	  	 
		
	 	  	 
		
	 	  	 
		
	 	  	 

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 











					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 

  

 Any advance payments past due as of the date of signing the definitive purchase agreement for the Option Aircraft are
due and payable on the date of such signing. 
  
 3.2 Option
Aircraft advance payment base prices will be increased or decreased, as appropriate, at the time of signing of the definitive purchase agreement for the Option Aircraft, using the then-current forecasted airframe and engine escalation factors used
by Boeing, to determine the amount of the advance payments to be made by Buyer for the Option Aircraft. 
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










					
	 	  	 The Boeing Company
 P.O. Box
3707
 Seattle. WA 98124.2207
	  	 

  
 This Letter
Agreement is applicable to Model 777-300ER Aircraft only 
  
 1966-05-1R1 
  
 société Air France

 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

	Subject:	Option Aircraft 

  

	Reference:	Purchase Agreement 1966 (the Purchase Agreement) between The Boeing Company (Boeing) and société Air France (Buyer) relating to Model 777-300ER 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. 
  
 This Letter Agreement replaces in its entirety Letter Agreement 1966-05-1 dated November 12, 2000. 
  
 Boeing agrees to manufacture and sell to Buyer additional Model 777-300ER aircraft as Option Aircraft. The delivery months, number of aircraft, Advance Payment Base Price
per aircraft and advance payment schedule are listed in the Attachment to this Letter Agreement. 
  

	1.	Aircraft Description and Changes 

  
 1.1 Aircraft Description: The Option Aircraft are described by the Detail Specification listed in the Attachment. 
  
 1.2 Changes: The Detail Specification will be revised to include:

  

	 	(i)	Changes applicable to the basic Model 777-300ER aircraft which are developed by Boeing between the date of the Detail Specification and the signing of the definitive agreement to
purchase the Option Aircraft; 

  

	 	(ii)	Changes required to obtain required regulatory certificates; and 

  

	 	(iii)	Changes mutually agreed upon. 

  


					
	 	  	 	  	 











					
	[GRAPHIC]	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 

  


	2.	Price 

  
 2.1 The pricing elements of the Option Aircraft are listed in the Attachment. 
  
 2.2 Price Adjustments. 
  
 2.2.1 Optional Features. The price for Optional Features selected for the Option Aircraft will be adjusted to Boeing’s current
prices as of the date of execution of the definitive agreement for the Option Aircraft. 
  
 2.2.2 Escalation Adjustments. The Airframe Price and the price of Optional Features for Option Aircraft delivering [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] will be escalated on the same basis as the Block C Aircraft, and will be adjusted to Boeing’s then-current
escalation provisions as of the date of execution of the definitive agreement for the Option Aircraft. 
  
 2.2.3 Base Price Adjustments. The Airframe Price and the Engine Price of the Option Aircraft delivering [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] will be adjusted to Boeing’s and the engine manufacturer’s then current prices as of the date of execution of the
definitive agreement for the Option Aircraft. 
  
 2.2.4 Prices for Long Lead Time Aircraft. Boeing and the engine manufacturer have not established prices and escalation provisions for Model 777-300ER aircraft and engines for delivery [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and after. When prices and the pricing bases are established for the Model 777-300ER aircraft delivering [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and after, the information listed in the Attachment will be appropriately amended. 
  

	3.	Payment. 

  
 3.1 Buyer will pay a deposit to Boeing in the amount shown in the Attachment for each Option Aircraft (Deposit), on the date of this Letter Agreement. If
Buyer exercises an option, the Deposit will be credited against the first advance payment due. If Buyer does not exercise an option, Boeing will retain the Deposit for that Option Aircraft. 
  
 3.2 Following option exercise, advance payments in the amounts and at the
times listed in the Attachment will be payable for the Option Aircraft. The remainder of the Aircraft Price for the Option Aircraft will be paid at the time of delivery. 
  










	4.	Option Exercise. 

  
 Buyer may exercise an option by giving written notice to Boeing on or before the date [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] prior to the delivery dates listed in the Attachment (Option Exercise Date). 
  

	5.	Contract Terms. 

  
 Boeing and Buyer will use their best efforts to reach a definitive agreement for the purchase of an Option Aircraft, including the terms and conditions
contained in this Letter Agreement, in the Purchase Agreement, and other terms and conditions as may be agreed upon. In the event the parties have not entered into a definitive agreement within [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] following option exercise, either party may terminate the purchase of such Option Aircraft by giving written notice to the other within 5 days. If Buyer
and Boeing fail to enter into such definitive agreement, Boeing will retain the Deposit for that Option Aircraft. 
  
 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


  
 Attachment 
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 Attachment A to 
 Letter Agreement 1966-05-1R1 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  











					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 

  

 Model 777–2001GW Aircraft 
  

	1.	Option Aircraft Description and Changes. 

  
 1.1 Aircraft Description. The Option Aircraft is described by Boeing Detail Specification [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  
 1.2 Changes. The Detail Specification will be revised to include: 
  
 (1) Changes applicable to the basic Model 777-2001GW aircraft which are developed by Boeing [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and the signing of a definitive agreement to purchase the Option Aircraft. 
  
 (2) Changes mutually agreed upon. 
  
 (3) Changes required to obtain an Export Certificate of Airworthiness. 
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 











					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 

  


	2.	Price Description 

  
 2 .1 Price Elements Per Aircraft 
  

															
	 OPTION
 AIRCRAFT

DELIVERY
 MO. & YR.

	  	1

	  	2

	  	3

	  	4

	  	5

	  	6


	  	AIRFRAME & SPECIAL
FEATURES PRICE
(JULY 1995 $)	  	ENGINE PRICE
(JULY 1998$)	  	 A/C BASIC
PRICE
ELEMENTS
 1 + 2
	  	ESTIMATED
ESCALATION ON

	  	 ADV. PMT.
BASE
PRICE
ELEMENTS
 3 + 4
	  	 
	  	  	  	  	 ELEMENT
 1

	  	 ELEMENT
 2

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


  
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 











					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 

  


	2.	Price Description. (Continued) 

  
 2 .2 Price Adjustments. 
  
 2.2.1 Special Features. The price for Special Features selected for the Option Aircraft will be adjusted to Boeing’s
then-current prices as of the date of execution of the definitive agreement for the Option Aircraft. 
  
 2.2.2 Escalation Adjustments. For Option Aircraft delivering [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], the Base Airframe Price and the price of Special Features will be escalated according to the provisions of Exhibit D to the Agreement. 
  
 The engine manufacturer’s current escalation provisions, shown in
Exhibit D-l to the Agreement, were used to calculate the advance payment base prices shown herein. Such engine escalation provisions will be revised if they are changed by the engine manufacturer prior to the signing of a definitive agreement for
the Option Aircraft and the then-current engine escalation provisions will be incorporated into such agreement. 
  
 2.2.3 Base Price Adjustments. The Engine Price of the Option Aircraft will be adjusted to the engine manufacturer’s
then-current price as of the date of execution of the definitive agreement for the Option Aircraft. 
  
 2.2.4 Foreign Regulatory Requirements. The basic price of the Option Aircraft includes an amount for Boeing’s costs associated
with changes to the Option Aircraft required to export such Option Aircraft to France as such requirements are understood as of the date of the this letter agreement. Buyer will pay Boeing’s reasonable price for any addition to, or change,
modification or testing of any Option Aircraft (individually or collectively called “change”) which is necessary to comply with any additional requirements of France, the country of import, which varies from or is in addition to the
airworthiness requirements of the Federal Aviation Administration for the issuance of a standard United States Airworthiness Certificate or the requirements of the JAA as currently established. The Detail Specification for the Option Aircraft will
be amended to reflect such change. Buyer also will pay Boeing’s reasonable price to obtain 

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 











					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 

  

 
validation of the Option Aircraft for export to France, including reasonable amounts for data, studies and testing required by any governmental agency of
France and any associated charges by such agency. If delivery of the Option Aircraft is delayed due to the incorporation of any such change or is delayed by failure to obtain such validation, such delay will be deemed to be an excusable delay.

  

	3.	Advance Payment Schedules, Prices and Adjustments. 

  
 3.1 Buyer will pay to Boeing advance payments for the Option Aircraft pursuant to the following schedule. 
  

			
	 	 	 Amount Due per Option Aircraft


	 Due Date of Payment

	 	 (Percentage times
 Advance Payment Base Price)

	 Upon signing of the definitive agreement
	 	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
(less the Deposit)
	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]	 
	 	 	 

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 











					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 

  

 Any advance payments past due as of the date of signing the definitive purchase agreement for the Option Aircraft are
due and payable on the date of such signing. 
  
 3.2 Option
Aircraft advance payment base prices will be increased or decreased, as appropriate, at the time of signing of the definitive purchase agreement for the Option Aircraft, using the then-current forecasted airframe and engine escalation factors used
by Boeing, to determine the amount of the advance payments to be made by Buyer for the Option Aircraft. 
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










					
	LETTER AGREEMENTS	  	SA
Number
			
	1966-1	  	 Aircraft Configuration Matters
     (Model 777-200 Only)
	  	 
			
	1966-2	  	 Spares Initial Provisioning Data
     (Model 777-200 Only)
	  	 
			
	1966-02-1	  	 Spares Initial Provisioning Data
     (Model 777-300 Only)
	  	SA-7
			
	1966-3	  	 Flight Crew Training Spare Parts Support
     (Model 777-200 Only)
	  	 
			
	1966-4	  	 Contract Matters
     (Model
777-200 and Model 777 - 300ER)
	  	 
			
	1966-5R7	  	 Option Aircraft
     (Model
777-200 Only)
	  	5/3/01
			
	1966-05-1	  	 Option Aircraft Model
     (Model
777-300 Only)
	  	SA-7
			
	1966-6R1	  	 Installation of Cabin Systems Equipment
     (Model 777-200 Only)
	  	SA-1
			
	1966-06-1	  	 Installation of Cabin Systems Equipment
     (Model 777-300ER Only)
	  	SA-7
			
	1966-7R1	  	 JAA Certification & DGAC Validation
     (Model 777-200 and Model 777-300)
	  	SA-7
			
	1966-8	  	 Customer Support Matters
     (Model 777-200 Only)
	  	 
			
	1966-9	  	 Product Assurance Matters
     (Model 777-200 and Model 777-300)
	  	 
			
	1966-10	  	 Seller Purchased Equipment
     (Model 777-200 Only)
	  	 
			
	1966-10-1	  	 Seller Purchased Equipment
     (Model 777-300 Only)
	  	SA-7

  


					
	 	  	 	  	 










					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 Boeing Commercial Airplane Group
	  	 
	 	  	 P.O. Box 3707
	  	 
	 	  	 Seattle. WA 98124-2207
	  	 

  
 1966-6 R1 
  
 Compagnie Nationale Air France 
 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

			
	Subject:	  	Letter Agreement No. 1966-6 RI to Purchase Agreement No. 1966 – Installation of Cabin Systems Equipment

  
 This Letter Agreement amends Purchase
Agreement No. 1966 dated November 28, 1996 (the Agreement) between The Boeing Company (Boeing) and Compagnie Nationale Air France (Buyer) relating to Model 777–2001GW aircraft (the Aircraft). 
  
 All terms used herein and in the Agreement, and not defined herein, will have the same
meaning as in the Agreement. 
  
 This letter agreement replaces in its entirety
Letter Agreement 1996–6, Installation of Cabin Systems Equipment, and records certain additional matters with respect to Advance Payments and late delivery of Cabin Systems Equipment by revising paragraph 6.1 and adding new paragraph 7.

  
 Buyer desires Boeing to install in the Aircraft the Inflight Entertainment and
Cabin Communications Systems (IFE/CCS) described in Attachment A to this Letter Agreement. 
  
 Because of the complexity of the IFE/CCS, special attention and additional resources will be required during the development, integration, certification, and manufacture of the Aircraft to achieve proper operation of
the IFE/CCS at the time of delivery of the Aircraft. To assist Buyer, Boeing will perform the functions of project manager (the Project Manager) as set forth in Attachment B. 
  


			
	 	  	 
	 	  	 











					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 

  


	1.	Responsibilities. 

  
 1.1 Buyer will: 
  
 1.1.1 Provide Buyer’s IFE/CCS system requirements to Boeing; 
  
 1.1.2 Select the IFE/CCS suppliers (Suppliers) from among those suppliers identified in the Change Requests
listed in Attachment A to this Letter Agreement, on or before December 16, 1996, provided Boeing has made such Change Requests offerable by such date; Boeing will target providing price and offerability by no later than December 6, 1996. 

 
 1.1.3 Promptly after selecting Suppliers, participate
with Boeing in meetings with Suppliers to ensure that Supplier’s functional system specifications meet Buyer’s and Boeing’s respective requirements; 
  
 1.1.4 Select Supplier part numbers; 
  
 1.1.5 Negotiate and obtain agreements on price, product assurance, product support following Aircraft
delivery (including spares support), and any other special business arrangements directly with Suppliers; 
  
 1.1.6 Provide pricing information for part numbers selected above to Boeing by a mutually selected date; 
  
 1.1.7 Negotiate and obtain agreements with any required
service providers; 
  
 1.1.8 Include in
Buyer’s contract with any seat supplier a condition obligating such seat supplier to enter into and comply with a Boeing approved bonded stores agreement. This bonded stores agreement will set forth the procedures concerning the use, handling
and storage for the Boeing owned IFE/CCS equipment during the time such equipment is under the seat supplier’s control. 
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 











					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 

  

 1.2 Boeing will: 
  
 1.2.1 Perform the functions of Project Manager set forth in Attachment B; 
  
 1.2.2 Provide Aircraft interface requirements to Suppliers;

  
 1.2.3 Assist Suppliers in the development of
their IFE/CCS system specifications and approve such specifications; 
  
 l.2.4 Negotiate terms and conditions (except for price, product assurance, product support following Aircraft delivery and any other special business arrangements) and enter into contracts with Suppliers and manage
such contracts for the IFE/CCS; 
  
 1.2.5
Coordinate the resolution of technical issues with Suppliers; 
  
 1.2.6 Ensure that at time of Aircraft delivery the IFE/CCS configuration and functions meet the requirements of the Change Requests contained in Attachment A to this Letter Agreement as such Attachment A may be
amended from time to time by mutual agreement; and 
  
 1.2.7 Obtain FAA and JAA certification of the Aircraft with the IFE/CCS installed therein. 
  

	2.	Software. 

  
 IFE/CCS systems may contain software of the following two types. 
  

2.1 Systems Software. The software required to operate and certify the IFE/CCS systems on the Aircraft is the Systems Software and is deemed
part of the IFE/CCS. 
  
 2.2 Buyer’s Software. The
software accessible to the Aircraft passengers which controls Buyer’s specified optional features (applications software) is Buyer’s Software and is excluded from Boeing’s responsibilities and obligations under this Agreement and is
not deemed part of the IFE/CCS as defined by this letter agreement. 
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 











					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 

  

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


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 











					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 

  


	3.	Changes. 

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


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 











					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 

  


	4.	Exhibits B and C to the Agreement. 

  
 The IFE/CCS is deemed to be BFE for the purposes of Exhibit B, the Product Assurance Document, and Exhibit C, the Customer Support Document, of the
Agreement. 
  

	5.	Remedies. 

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


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 











					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 

  


	6.	Advance Payments. 

  
 6.1 Estimated Price for the IFE/CCS. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  
 6.2 Aircraft Price. [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  

	7.	Late Delivery Costs. 

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


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 











					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 

  


	8.	Buyer’s Indemnification of Boeing. 

  
 Buyer will indemnify and hold 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 Buyer but not employees of Boeing, or for loss of or damage to any property, including
Aircraft, arising out of or in any way connected with any nonconformance or defect in any IFE/CCS, or in the installation thereof or in the provision of services hereunder, and whether or not arising in tort or occasioned in whole or in part by the
negligence of Boeing, whether active, passive or imputed. This indemnity will not apply with respect to any nonconformance or defect caused solely by Boeing’s installation of the IFE/CCS. 
  

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

	 	 	

	Its	 	 Attorney-In-Fact

	 
	ACCEPTED AND AGREED TO as of this
	
	Date: __________________
	
	COMPAGNIE NATIONALE AIR FRANCE
		
	By	 	 /s/ Illegible

	 	 	

	Its	 	 VP. Fleet Planning


  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 











					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 

  

 Attachment A 
 Cabin Systems Equipment 
  
 The following Change Requests describe the items of equipment that under the terms and conditions of this Letter Agreement are considered to be IFE/CCS. Each such Change Request is fully described in the Change Request Document. 

 

			
	 Change Request Number and Title

	  	Price


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

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 











					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 

  

 Attachment B 
 Project Manager 
  
 This Attachment B
describes the management and systems integration functions that Boeing will perform as Project Manager to support (i) the development and integration of the IFE/CCS and (ii) the FAA/JAA certification of the IFE/CCS when installed on the Aircraft.

  

	1.	Project Management 

  
 As Project Manager, Boeing will have authority to make day-to-day management decisions together with decisions on technical details which, in
Boeing’s reasonable opinion, do not significantly affect form, fit, function, cost or aesthetics of the IFE/CCS. 
  
 Boeing will be responsible for: 
  

	 	A.	Managing the development of all program schedules; 

  

	 	B.	Evaluating and approving Supplier’s program management and developmental plans; 

  

	 	C.	Defining program metrics and status requirements; 

  

	 	D.	Scheduling and conducting program status reviews; 

  

	 	E.	Scheduling and conducting design and schedule reviews with Buyer and Suppliers; 

  

	 	F.	Monitoring compliance with schedules; 

  

	 	G.	Evaluating and approving any recovery plans or plan revisions which may be required of either Suppliers or Buyer; 

  

	 	H.	Leading the development of a joint IFE/CCS project management plan (the Program Plan) and; 

  

	 	I.	Managing the joint development of the System Specification 

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 











					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 

  


	2.	System Integration 

  
 Boeing shall additionally act as Systems Integrator for the IFE/CCS by performing the following functions: 
  

	 	A.	As required, assist Suppliers in defining their system specifications for the IFE/CCS, approve such specifications and develop an overall system functional specification;


  

	 	B.	Coordinate Boeing, Buyer and Supplier teams to ensure sufficient Supplier and Supplier sub system testing and an overall cabin system acceptance test are included in the Program
Plan; and 

  

	 	C.	Organize and conduct technical coordination meetings with Buyer and Suppliers to review responsibilities, required functions, Aircraft installation requirements and overall program
schedule, direction and progress. 

  

	3.	Seat Integration 

  
 In order to assure proper integration of the IFE/CCS with Buyer’s passenger seats, Boeing will: 
  

	 	A.	Coordinate the interface requirements between seat suppliers and Suppliers. Interface requirements are defined in Boeing Document Nos. D6-36230, “Passenger Seat Design and
Installation”; D6-36238, “Passenger Seat Structural Design and Interface Criteria”; D222W232, “Seat Wiring and Control Requirements”; and D222W013-4, “Seat Assembly Functional Test Plan”. 


 

	 	B.	Establish requirements and ensure that the Suppliers (i) coordinate IFE/CCS integration testing with seat suppliers and (ii) provide seat assembly functional test procedures for
seat electronic parts to seat suppliers and Boeing. 

  

	 	C.	Ensure that the Suppliers will assist the seat suppliers in the preparation of seat assembly functional test plans. 

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 The Boeing Company 
 P.O. Box 3707 
 Seattle, WA 98124-2207 
  
 This
Letter Agreement is applicable to Model 777-300ER Aircraft only 
  
 1966-06-1

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

			
	Subject:	  	Installation of Cabin Systems Equipment
		
	Reference:	  	Purchase Agreement No. 1966 (the Purchase Agreement) between The Boeing Company (Boeing) and société Air France (Buyer) relating to Model 777-300ER 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. 
  
 Buyer has requested that Boeing install in the Aircraft the inflight entertainment and cabin communications systems (IFE/CCS) described in Attachment A to this Letter
Agreement. 
  
 Because of the complexity of the IFE/CCS, special attention and
additional resources will be required during the development, integration, certification, and manufacture of the Aircraft to achieve proper operation of the IFE/CCS at the time of delivery of the Aircraft. To assist Buyer, Boeing will perform the
functions of project manager (the Project Manager) as set forth in Attachment B, according to the requirement of Attachment C. 
  

	1.	Responsibilities. 

  
 1.1 Buyer will: 
  
 1.1.1 Provide Buyer’s IFE/CCS system requirements to Boeing; 
  
 1.1.2 Select the IFE/CCS suppliers (Suppliers) from among those suppliers identified in the Change
Request/s/ listed in Attachment A to this Letter Agreement, on or before [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]; or as otherwise formally
offered by Boeing. 
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 1.1.3 Promptly after selecting Suppliers, participate with Boeing in meetings with
Suppliers to ensure that Supplier’s functional system specifications meet Buyer’s and Boeing’s respective requirements. Such functional systems specifications define functionality to which Boeing will test prior to delivery but is not
a guarantee of functionality at delivery; 
  
 1.1.4 Select Supplier part numbers; 
  
 1.1.5 Negotiate and obtain agreements on product assurance, product support following Aircraft delivery (including spares support), and any other special business arrangements directly with Suppliers; 
  
 1.1.6 Provide pricing information for part numbers selected
above to Boeing by a mutually selected date; 
  
 1.1.7 Negotiate and obtain agreements with any required service providers; and 
  
 1.1.8 Include in Buyer’s contract with any seat supplier a condition obligating such seat supplier to enter into and comply with a
Boeing approved bonded stores agreement. This bonded stores agreement will set forth the procedures concerning the use, handling and storage for the Boeing owned IFE/CCS equipment during the time such equipment is under the seat supplier’s
control. 
  

	1.2	Boeing will: 

  
 1.2.1 Perform the Project Manager functions stated in Attachment B; 
  
 1.2.2 Provide Aircraft interface requirements to Suppliers; 
  
 1.2.3 Assist Suppliers in the development of their IFE/CCS
system specifications and approve such specifications; 
  
 1.2.4 Negotiate terms and conditions (except for price, product assurance, product support following Aircraft delivery and any other special business arrangements) and enter into contracts with Suppliers and manage such contracts for the
IFE/CCS; 
  
 1.2.5 Coordinate the resolution of
technical issues with Suppliers; 
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 1.2.6 Ensure that at time of Aircraft delivery the IFE/CCS configuration meets the
requirements of the Change Requests contained in Attachment A to this Letter Agreement as such Attachment A may be amended from time to time; and 
  
 1.2.7 Obtain FAA and JAA certification of the Aircraft with the IFE/CCS installed therein. 
  

	2.	Software. 

  
 IFEKCS systems may contain software of the following two types. 
  

2.1 Systems Software. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] 
  
 2.2 Buyer’s Software.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  

	3.	Changes. 

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


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










	4.	Supplier Defaults. 

  
 4.1 Boeing shall notify Buyer in a timely manner in the event of a default by a Supplier under the Supplier’s contract with Boeing. Within 15 days of
Buyer’s receipt of such notification, Boeing and Buyer shall agree through negotiations on an alternative Supplier or other course of action. If Boeing and Buyer are unable to agree on an alternative Supplier or course of action within such
time, the remedies available to Boeing in Paragraph 6 shall apply. 
  
 4.2 Boeing will at any time stand ready to assist Buyer and the involved suppliers to resolve any difficulty Buyer or the involved suppliers experience in meeting the requirements agreed between the parties for the lFE/CCS equipment, and
will consult with and assist Buyer and the involved supplier to agree a course of action to attempt rectification of such difficulty or failure in order to minimize potential cost or schedule impacts or deviations from Buyer’s requirements.

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










	5.	Exhibits B and C to the Purchase Agreement. 

  
 IFEKCS is deemed to be BFE for the purposes of Exhibit B, the Product Assurance Document, and Exhibit C, Customer Support Document, of the Purchase
Agreement. 
  

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

  

	7.	Advance Payments. 

  

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

  
 7.2 Aircraft Price. The Aircraft Price will include the actual IFEKCS
prices and any associated transportation costs charged Boeing by Suppliers. 
  

	8.	Buyer’s Indemnification of Boeing. 

  
 Buyer will indemnify and hold 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 Buyer but not employees of Boeing, or for loss of or damage to any property, including
Aircraft, arising out of or in any way connected with any nonconformance or defect in any IFEKCS, or in the installation thereof or in the 

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 
provision of services hereunder, and whether or not arising in tort or occasioned in whole or in part 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 IFE/CCS. 
  

	9.	Title and Risk of Loss. 

  
 Title and risk of loss of IFE/CCS equipment will remain with Boeing until the Aircraft title is transferred to Buyer. 
  
 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 __________________ 
  

			
	 SOCIETE AIR FRANCE

		
	By	 	 /s/ Illegible

	 	 	

	 Its
	 	 VP Corp. Fleet Planning


  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 Attachment A 
 Cabin Systems Equipment 
  
 The following Change Requests describes the items of equipment that under the terms and conditions of this Letter Agreement are considered to be IFE/CCS. Each such Change Request is fully described in Change Request Document TBD as
described in Exhibit A to the Purchase Agreement. Final configuration will be based on Buyer acceptance of any or all changes listed below or such additional Change Requests that the parties mutually agree upon. 
  
 Change Request Number and Title 
  
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 Attachment B 
 Project Manager 
  
 This Attachment
B describes the functions that Boeing will perform as Project Manager to support (i) the development and integration of the IFE/CCS and (ii) the FAA/JAA certification of the IFE/CCS when installed on the Aircraft. 
  

	1.	Project Management 

  
 Boeing will perform the following functions for the IFEKCS. Boeing will have authority to make day-to-day management decisions, and decisions on technical
details which in Boeing’s reasonable opinion do not significantly affect form, fit, function, cost or aesthetics. Boeing will be responsible for: 
  

	 	A.	Managing the development of all program schedules; 

  

	 	B.	Evaluating and approving Supplier’s program management and developmental plans; 

  

	 	C.	Defining program metrics and status requirements; 

  

	 	D.	Scheduling and conducting program status reviews; 

  

	 	E.	Scheduling and conducting design and schedule reviews with Buyer and Suppliers; 

  

	 	F.	Monitoring compliance with schedules; 

  

	 	G.	Evaluating and approving any recovery plans or plan revisions which may be required of either Suppliers or Buyer; 

  

	 	H.	Leading the development of a joint IFEKCS project management plan (the Program Plan) and; 

  

	 	I.	Managing the joint development of the System Specification 

  

	2.	System Integration 

  
 Boeing’s performance as Project Manager will include the functions of systems integrator (Systems Integrator). As Systems Integrator Boeing will
perform the following functions: 
  

	 	A.	As required, assist Suppliers in defining their system specifications for the IFE/CCS, approve such specifications and develop an overall system functional specification;


  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










	 	B.	Coordinate Boeing, Buyer and Supplier teams to ensure sufficient Supplier and Supplier sub system testing and an overall cabin system acceptance test are included in the Program
Plan; and 

  

	 	C.	Organize and conduct technical coordination meetings with Buyer and Suppliers to review responsibilities, functionality; Aircraft installation requirements and overall program
schedule, direction and progress. 

  

	3.	Seat Integration 

  

	 	A.	Boeing will coordinate the interface requirements between seat suppliers and Suppliers. Interface requirements are defined in Boeing Document Nos. D6-36230, “Passenger Seat
Design and Installation”; D6-36238, “Passenger Seat Structural Design and Interface Criteria”; D222W232, “Seat Wiring and Control Requirements”; and D222W0 13-4, “Seat Assembly Functional Test Plan”.


  

	 	B.	The Suppliers will be required to coordinate integration testing and provide seat assembly functional test procedures for seat electronic parts to seat suppliers and Boeing, as
determined by Boeing. 

  

	 	C.	The Suppliers will assist the seat suppliers in the preparation of seat assembly functional test plans. 

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 Insert Attachment C “Critical Impact Events” Here 
  
 The contingency plan is the alternate course of action which will be implemented if the critical decision date is not met or other course of
action is not agreed to by Boeing and Buyer. The critical impact events listed below are milestones which must be met by BFE and IFE/CSS Suppliers to achieve the in-sequence installation of the IFE. The Required Due Dates in such tables are the
dates on which Boeing begins to incur disruption costs. The Critical Decision Dates are the dates after which the critical impact event cannot be accomplished to maintain the delivery schedule and/or full system functionality. A meeting to discuss a
recovery plan cost impact and/or an alternate course of action will beheld within one week of knowledge of delinquency or impending delinquency. 
  

							
	 Event

	  	 Required
Due Date

	  	 Critical
Decision
Date

	  	 Contingency Plan


	 TBD
	  	TBD	  	TBD	  	TBD

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









  

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

  
 This Letter
Agreement is applicable to Model 777-200ER and Model 777-300ER Aircraft 
  
 1966-7R1 
  
 société
Air France 
 Roissypole 
 45 Rue
de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

	Subject:	Letter Agreement No. 1966-7 to Purchase Agreement No. 1966 - JAA Certification and DGAC Validation 

  
 This Letter Agreement cancels and supersedes Letter Agreement 1966-7 entitled “JAA Certification and DGAC Validation” dated
November 28, 1996. 
  
 This Letter Agreement amends Purchase Agreement No. 1966
dated as of this date (the Agreement) between The Boeing Company (Boeing) and société Air France (Buyer) relating to Model 777-200ER and Model 777-300ER aircraft (the Aircraft). 
  
 All terms used herein and in the Agreement, and not defined herein, will have the same
meaning as in the Agreement. 
  
 Notwithstanding the terms of Article 8 of the
Agreement, 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. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 
  


					
	 	  	 	  	 
	 	  	 	  	 









 Very truly yours, 
  

			
	 THE BOEING COMPANY

		
	By	 	 /s/ Illegible

	 	 	

	 Its
	 	 Attorney-In-Fact


  

			
	 ACCEPTED AND AGREED TO this

		
	Date:	 	 Nov 12, 2000


  

			
	 SOCIETE AIR FRANCE

		
	By	 	 /s/ Illegible

	 	 	

	 Its
	 	 VP Corp. Fleet Planning


  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










					
	 	  	 	  	 
	 	  	 Boeing Commercial Airplane Group
 P.O. Box
3707
 Seattle, WA 98124-2207
	  	 

  
 1966 – 8 
  
 Compagnie Nationale Air France 
 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

	Subject:	Letter Agreement No. 1966-8 to Purchase Agreement No. 1966 - Customer Support Matters 

  
 This Letter Agreement amends Purchase Agreement No. 1966 dated as of this date (the Agreement) between The Boeing Company (Boeing) and
Compagnie Nationale Air France (Buyer) relating to Model 777-200IGW 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.	Maintenance Training. 

  
 In addition to the Maintenance Training specified in Part A of Exhibit C to the Purchase Agreement, and subject to the terms and conditions of Part E of
Exhibit C to the Purchase Agreement, Boeing shall provide, at the prices set forth herein (expressed in July 1995 dollars unless specifically stated otherwise), the following additional Maintenance Training and training materials: 
  
 1.1 Mechanical/Electrical Systems Course (Line and Base). 

 
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] on the normal operation and maintenance of the Aircraft mechanical and electrical systems, and is oriented to those personnel who specialize in line and base maintenance of
aircraft mechanical and electrical systems. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  


					
	 	  	 	  	 
	 	  	 	  	 









 1.2 Cabin Management System (CMS) Configuration Database Generator (CDG) Familiarization Course.

  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  
 1.3 Engine Run-Up Course. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  
 1.4 Corrosion Prevention and Control Course. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

  
 1.5 Advanced Composite Repair Course. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  
 1.6 Additional Training Materials, 
  
 Boeing
shall provide the following additional supplementary training materials to Buyer at no additional charge: 
  
 1.6.1 5 sets of visual aids in the form of 8.5 x 11-inch blackline projection transparencies. 
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 1.6.2 10 sets of instrument panel wall charts in the form of full-scale color copies,

  
 1.6.3 3 sets of enhancement slides depicting
actual air-plane photos. 
  
 The terms and conditions of paragraph 4 of Part A to
Exhibit C of the Agreement shall apply to the provision of any of the above classes at a remote training location. 
  

	2.	Field Service 

  
 In addition to the Field Service support specified in Paragraph 2 of Part B of Exhibit C to the Purchase Agreement, and subject to the terms and
conditions of Part E of Exhibit C to the Purchase Agreement, Boeing shall provide, at no charge to Buyer, additional “meet and greet” field services as described below: 
  
 2.1 for a period of no less than 90 days after delivery of the first Block A Aircraft, Boeing will station two service
personnel (one of whom shall have ramp experience and the other avionics skills) at Buyer’s main base. 
  
 2.2 Boeing will provide support at line stations into which Buyer may operate the Aircraft using Boeing field service support personnel currently
stationed at such locations in support of other customers and will arrange meet and greet service at such locations with appropriate notice. 
  

	3.	Flight Training 

  
 In addition to the flight crew training specified in Part C of Exhibit C to the Purchase Agreement, and subject to the terms and conditions as set forth
in Part E of Exhibit C to the Purchase Agreement, Boeing shall provide, at the prices set forth herein additional flight training as follows: 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










	3.	Data & Documents. 

  
 3.1 Quantity and Format. Under the terms of Part D of Exhibit C of the Agreement, Boeing has agreed to provide certain Data and Documents related
to the Aircraft as listed in Attachment to that Part D (Data). Such Data shall be delivered according to ATA Specification 100 and ATA Specification 2100 (applicable revision at the time material of development). 
  
 As of the date of the Agreement, Buyer has been unable to define the quantities and format of
the Data required to support the Aircraft in Buyer’s operation and such information has been omitted from such Attachment. 
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 Buyer shall determine the quantities and format of Data required and agree such information with Boeing at a mutually
convenient time preferably at the time of the Maintenance Planning Conference provided for under paragraph 2 of Part A of Exhibit C of the Agreement, but in any case no later than August 31, 1997. Thereafter Buyer may amend such Data on an annual
basis provided that such amended requirements shall be incorporated by Boeing within the normal revision cycle(s) of such Data and that such revisions are required to support Buyer’s flight and maintenance operations with the Aircraft within
Buyer’s flight network. 
  
 3.2 Customer Originated
Changes. Upon request from Buyer, Boeing agrees to incorporate Customer Originated Changes (COC’s) into Buyer’s Maintenance Manual, Wire Diagram Manual/System Schematics Manual and Illustrated Parts Catalog following delivery of
Buyer’s first Aircraft, on the following basis: 
  
 (i)
Buyer shall submit marked up pages of the documents, formatted for ready insertion into the documents thereby limiting Boeing’s involvement in editing, typing and redrafting material. 
  
 (ii) Boeing will incorporate Buyer’s requested changes on the normal
revision cycle of the affected documents; 
  
 [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  
 Boeing’s price shall be adjusted on an annual basis, and prorated based on the number of COC pages requested by Buyer for each document. 
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 Very truly yours, 
  

			
	 THE BOEING COMPANY

		
	By	 	 /s/ Illegible

	 	 	

	 Its
	 	 Attorney-In-Fact


  
 ACCEPTED AND AGREED TO this

  
 Date: November 28, 1996 
  

			
	 COMPAGNIE NATIONALE AIR FRANCE

		
	By	 	 /s/ Illegible

	 	 	

	 Its
	 	 VP Fleet Planning


  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










					
	 	  	 Boeing Commercial Airplane Group
 P.O. Box 3707
 Seattle, WA 98124-2207
	  	 

  
 1966–9 
  
 Compagnie Nationale Air France 
 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

	Subject:	Letter Agreement No. 1966–9 to Purchase Agreement No. 1966 – Product Assurance Matters 

  
 This Letter Agreement amends Purchase Agreement No. 1966 dated as of this date (the Agreement) between The Boeing Company (Boeing) and
Compagnie Nationale Air France (Buyer) relating to Model 777-2001GW 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.	Reimbursement for Certain Inspection Labor costs. 

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

	2.	Warranty Repairs and Modification By Buyer. 

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


					
	 	  	 	  	 









 
accordingly. Additionally, and on an approximately annual basis, Boeing will review the standard Warranty Labor Rate and any data Buyer may submit to
substantiate if any adjustment to the Warranty Labor Rate is required to accommodate changes in labor compensation. 
  
 2.2 Under the terms of paragraph 6 of Part B of Exhibit B to the Agreement, Buyer agrees to retain replaced parts for up to 60 days following the date of
submittal of Buyer’s warranty claim, to allow Boeing time to inspect such parts if deemed necessary by Boeing. Boeing agrees to notify Buyer of its need to inspect such parts promptly after receipt of Buyer’s claim and agrees to establish
the objective of notifying Buyer if the part should be retained for inspection purposes within 10 days of receipt of Buyer’s claim. 
  

	3.	Service Life Policy. 

  
 3.1 Under the terms of paragraph 4.2 of Part C of Exhibit B to the Agreement, Boeing requires “reasonable evidence” that the claimed failure of
covered by the policy. Boeing would accept the following information as such evidence: (i) Part numbers and descriptions which fall within the categories of parts listed in the Attachment to Part C of Exhibit B, and (ii) identification of the
Aircraft from which the part was removed together with the date of the removal. 
  
 3.2 Under the terms of Part B of Exhibit B, Product Assurance, of the Agreement, Boeing has provided a twelve year Service Life Policy for specified primary structure components of the Aircraft. Buyer has requested a
modified participation schedule whereby Boeing would contribute 100% of the value of a Covered Component during the first four years following delivery of an Aircraft declining linearly thereafter to zero participation at twelve years after
delivery. Accordingly, paragraph 3, Price, of Part B of Exhibit B of the Agreement is replaced in its entirety by the following text: 
  

	3.	Price. 

  
 The price that Buyer will pay for the correction or replacement of a Failed 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 Buyer (may not be a credit)
		
	 C =
	  	Boeing spare parts sales price at time of correction or replacement
		
	 T =
	  	total age in months of the Failed Component from the date of delivery to Buyer to the date of Failure.”

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 In consideration of the purchase of the Aircraft by Buyer, Boeing agrees to provide such modified participation schedule,
at no charge to Buyer. 
  

	4.	General Electric (GE) Engine Warranty. 

  
 Under Part F of Exhibit B to the Agreement, Boeing has provided an engine warranty for the GE90 series engines (the Engine Warranty) which warranty is
expected be superseded by the terms of the engine product assurance General Terms Agreement between Buyer and GE. Included in the Engine Warranty is a paragraph 10, related to indemnification of GE by Buyer, and Boeing acknowledges that Buyer has
objected to the terms therein and has stated its intention to negotiate other terms and conditions with GE. 
  

	5.	Supplier Warranties. 

  
 Under the terms of paragraph 1 of Part E and Part I of Exhibit B to the Agreement Boeing agrees to provide copies supplier warranties in the form of
Boeing document D6-56115, prior to delivery of the first Aircraft. Boeing agrees to provide preliminary copies of such document to Buyer providing the current status of the supplier warranties existing at the time of Agreement execution within 30
days after execution of the Agreement. 
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










	6.	Repair Turnaround Time. 

  
 Under the terms of paragraph 6.2.2 of Part A of Exhibit B to the Agreement, 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. 
  
 Very truly yours, 
  

			
	 THE BOEING COMPANY

		
	BY	 	 /s/ Illegible

	 	 	

	 Its
	 	 Attorney-In-Fact

	
	 ACCEPTED AND AGREED TO this

	
	 Date: November 28, 1996

	
	 COMPAGNIE NATIONALE AIR FRANCE

		
	By	 	 /s/ Illegible

	 	 	

	 Its
	 	 VP. Fleet Planning


  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










					
	 	 	 Boeing Commercial Airplane Group
 P.O. Box 3707
 Seattle. WA 98124-2207
	 	 

  
 1966-10 
  
 Compagnie Nationale Air France 
 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

	Subject:	Letter Agreement No. 1966 - 10 to Purchase Agreement No. 1966 - Seller Purchased Equipment 

  
 This Letter Agreement amends Purchase Agreement No. 1966 dated as of this date (the Agreement) between The Boeing Company (Boeing) and
Compagnie Nationale Air France (Buyer) relating to Model 777-2001GW aircraft (the Aircraft). 
  
 All terms used herein and in the Agreement, and not defined herein, will have the same meaning as in the Agreement. 
  
 Seller Purchased Equipment (SPE) is Buyer Furnished Equipment (BFE) that Boeing purchases for Buyer. This Letter Agreement may only be applied to developmental avionics
with the specific agreement of Boeing. Developmental avionics are avionics that have not been previously certified for installation on the same model aircraft. The terms of this letter agreement may not be applied to items of Cabin Systems Equipment
identified in Letter Agreement 1966-6. 
  
 All other terms used herein and in the
Agreement, and not defined above, will have the same meaning as in the Agreement. 
  
 Boeing agrees that Buyer may request that certain items of BFE be converted to SPE. Boeing will review each request and if able, Boeing will offer Buyer a Change Request or Master Change proposal for such conversion. Boeing and Buyer agree
that the terms of this Letter Agreement shall apply in the event of acceptance by Buyer of such proposal. 
  


					
	 	  	 	  	 










	1.	Price. 

  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  
 Aircraft Price. The Aircraft Price will be adjusted to reflect (i) the actual costs charged Boeing by the SPE
suppliers, (ii) transportation charges. 
  

	2.	Responsibilities. 

  
 2.1 Buyer is responsible for: 
  
 (i) identifying to Boeing the supplier of BFE to be converted to SPE at the time the conversion request is made; 
  
 (ii) selecting a FAA certifiable part; and 
  
 (iii) providing to Boeing the SPE part specification/Buyer
requirements. 
  
 2.2. Boeing is responsible for: 
  
 (i) placing and managing the purchase order with the
supplier; 
  
 (ii) coordinating with the
suppliers on technical issues; 
  
 (iii) ensuring
that the delivered SPE complies with the part specification; 
  
 (iv) obtaining certification of the Aircraft with the SPE installed; and 
  
 (v) obtaining for Buyer the supplier’s standard warranty for the SPE. SPE is deemed to be BFE for purposes of Exhibit B, the Product
Assurance Document, of the Agreement. 
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










	3.	Supplier Selection For SPE Galleys and Seats. 

  
 In addition to those responsibilities described above, if BFE galleys and seats are converted to SPE, Buyer will provide Boeing not later than Nov 25,
1996 the definitive galley and seat configuration requirements unless otherwise agreed in writing. 
  

	4.	Changes. 

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

	5.	Proprietary Rights. 

  
 Boeing’s obligation to purchase SPE will not impose upon Boeing any obligation to compensate Buyer or any supplier for any proprietary rights Buyer
may have in the design of the SPE. 
  

	6.	Remedies. 

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


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










	7.	Buyer’s Indemnification of Boeing. 

  
 Buyer will indemnify and hold 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 Buyer but not employees of Boeing, or for loss of or damage to any property, including
Aircraft, arising out of or in any way connected with any nonconformance or defect in any SPE and whether or not arising in tort or occasioned in whole or in part by the negligence of Boeing, whether active, passive or imputed. This indemnity will
not apply with respect to any nonconformance or defect caused solely by Boeing’s installation of the SPE. 
  

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

	 	 	

	 Its
	 	 Attorneys–In–Fact


  
 ACCEPTED AND AGREED TO as of this

  
 Date: November 28, 1996 
  

			
	COMPAGNIE NATIONALE AIR FRANCE
		
	By	 	 /s/ Illegible

	 	 	

	 Its
	 	 VP Fleet Planning


  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










					
	 	 	 Boeing Commercial Airplane Group
 P.O. Box
3707
 Seattle. WA 98124-2207
	 	 

  
 This Letter
Agreement is applicable to Model 777-300ER Aircraft only 
  
 1946-10-l

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

			
	 Subject:
	  	Seller Purchased Equipment
		
	 Reference:
	  	Purchase Agreement No. 1966 (the Purchase Agreement) between The Boeing Company (Boeing) and société Air France (Buyer) relating to Model 777-300ER 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: 
  
 Seller Purchased Equipment (SPE): Buyer Furnished Equipment (BFE) that Boeing purchases for Buyer. 
  
 Developmental Buyer Furnished Equipment (DBFE): BFE not previously certified for installation on the same model aircraft. 

 
 Developmental Seller Purchased Equipment (DSPE): DBFE which is converted to SPE.
This Letter Agreement does not include developmental avionics. Developmental avionics are avionics that have not been previously certified for installation on the same model aircraft. 
  

	1.	Price. 

  
 Advance Payments. An estimated SPE price is included in the Advance Payment Base Prices shown in Table 1 for the purpose of establishing the
advance payments for the Aircraft. 
  
 Aircraft Price. The
Aircraft Price will be adjusted to reflect (i) the actual costs charged to Boeing by the SPE suppliers, (ii) [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] of such costs (excluding IFE in accordance with Letter Agreement 1966-06-l) and (iii) transportation charges. 
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










	2.	Responsibilities. 

  
 2.1 Buyer is responsible for: 
  

	 	(i)	selecting and notifying Boeing of the supplier for all items identified in paragraph 1.1 of Supplemental Exhibit BFEl of the Purchase Agreement, : 

  

	 	(ii)	selecting a FAA certifiable part; and 

  

	 	(iii)	providing to Boeing the SPE part specification/Buyer requirements. 

  
 2.2. Boeing is responsible for: 
  

	 	(i)	placing and managing the purchase order with the supplier; 

  

	 	(ii)	coordinating with the suppliers on technical issues; 

  

	 	(iii)	ensuring that the delivered SPE complies with the part specification; 

  

	 	(iv)	obtaining certification of the Aircraft with the SPE installed; and 

  

	 	(v)	obtaining for Buyer the supplier’s standard warranty for the SPE. SPE is deemed to be BFE for purposes of Part 2 and Part 4 of Exhibit C, the Product Assurance Document.


  

	3.	Supplier Selection For SPE Galleys and Seats. 

  
 In addition to those responsibilities described above, for SPE galleys and seats the following provisions apply with respect to Buyer’s selection of
suppliers: 
  
 Galley Requirements. Buyer will provide
Boeing the definitive galley configuration requirements, including identification of refrigeration requirements and fixed and removable insert equipment by quantity, manufacturer and part number not later than [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 Seat Requirements. Buyer will provide to Boeing the definitive seat configuration requirements not
later than [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 
  
 Bidder’s List. For information purposes, Boeing will submit to Buyer a bidder’s list of existing suppliers of seats and galleys within
120 days of the supplier selection date referred to in paragraph 2.1 (i) above. 
  
 Request for Quotation (RFQ). Approximately 90 days prior to the supplier selection date, Boeing will issue its RFQ inviting potential bidders to submit bids for the galleys and seats within 30 days of the
selection date. 
  
 Recommended Bidders. Not later than 15
days prior to the supplier selection date, Boeing will submit to Buyer a list of recommended bidders from which to choose a supplier for the galleys and seats. The recommendation is based on an evaluation of the bids submitted using price, weight,
warranty and schedule as the criteria. 
  
 Supplier
Selection. If Buyer selects a seat or galley supplier that is not on the Boeing recommended list, such seat or galley will become BFE and the provisions of Exhibit A, Buyer Furnished Equipment Provisions Document, of the AGTA will apply.

  

	4.	Changes. 

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

	5.	Proprietary Rights. 

  
 Boeing’s obligation to purchase SPE will not impose upon Boeing any obligation to compensate Buyer or any supplier for any proprietary rights Buyer
may have in the design of the SPE. 
  

	6.	Remedies. 

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


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










	7.	Buyer’s Indemnification of Boeing. 

  
 Buyer will indemnify and hold 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 Buyer but not employees of Boeing, or for loss of or damage to any property, including
Aircraft, arising out of or in any way connected with any nonconformance or defect in any SPE and whether or not arising in tort or occasioned in whole or in part 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 SPE. 
  

			
	 Very truly yours,

	
	 THE BOEING COMPANY

		
	 By
	 	 /s/ Illegible

	 	 	

	 Its
	 	 Attorney-In-Fact


  

			
	ACCEPTED AND AGREED TO this
		
	 Date:
	 	2000             

  

			
	 SOCIÉTÉ AIR FRANCE

		
	 By
	 	 /s/ Illegible

	 	 	

	 Its
	 	 VP Corp. Fleet Planning


  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










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

  
 6-1163-KAC-211R1 
  
 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:	1) Purchase Agreement No. 1966 (the Purchase Agreement) between The Boeing Company (Boeing) and société Air France (Buyer) relating to Model 777-300ER aircraft (the
Aircraft) 

  

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

  
 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] 
  


					
	 	  	 	  	 
	 	  	 	  	 










	3.	Confidential Treatment. 

  
 Buyer understands that certain commercial and financial information contained in this Letter Agreement are considered by Boeing as confidential. Buyer 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: November 8, 2002
	
	SOCIÉTÉ AIR FRANCE
		
	 By
	 	 /s/ Illegible

	 	 	

	 Its
	 	 VP. Corp. Fleet Planning


  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










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

  
 This Letter
Agreement is applicable to Model 777-300ER Aircraft only 
  
 6-1163-KAC-0337

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

			
	Subject:	  	Configuration Pricing Matters
		
	Reference:	  	Purchase Agreement No. 1966 (the Purchase Agreement) between The Boeing Company (Boeing) and société Air France (Buyer) relating to Model 777-300ER 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 and Buyer agree to modify the reference purchase agreement as follows: 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  


					
	 	  	 	  	 









 4. Confidential Treatment. Buyer understands that certain commercial and financial information contained in this
Letter Agreement are considered by Boeing as confidential. Buyer 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: November 8, 2002 
  

			
	 SOCIETE AIR FRANCE

		
	By	 	 /s/ Illegible

	 	 	

	 Its
	 	 VP. Corp. Fleet Planning


  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










					
	 	  	Boeing Commercial Airplane Group	  	 
	 	  	P.O. Box 3707	  	 
	 	  	Seattle, WA 98124-2207	  	 

  
 6-1163-RTN-4526 
  
 Compagnie Nationale Air France 
 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

	Subject:	Letter Agreement No. 6-1163-RTN-4526 - Assignment of Training to FlightSafety Boeing Training International 

  
 This Letter Agreement is entered into among The Boeing Company, a Delaware corporation with
its principal office in Seattle, Washington (Boeing), Compagnie Nationale Air France, a French corporation with its principal office in Paris (Buyer), and FlightSafety Boeing Training International L.L.C., a Delaware limited liability company with
an office in Renton, Washington (FlightSafety Boeing). 
  
 Boeing and FlightSafety
International Inc. created a joint venture company, FlightSafety Boeing, which will provide flight and maintenance training to Boeing’s customers which would previously have been provided by Boeing, commencing on June 30, 1997, in the case of
maintenance training and in the case flight training, commencing on a date to be determined but no sooner than January 1, 1998 (the Commencement Date). 
  
 Boeing and Buyer have entered into Purchase Agreement 1966 dated November 28, 1996, for the sale of Boeing Model 777-200 aircraft and related services, and agreements
relating to various courses for engineers and technicians under which Boeing is to provide training (collectively the Training Services) to Buyer (collectively the Agreements). 
  

	1.	Assignment of Training Services. 

  
 Boeing hereby assigns to FlightSafety Boeing its obligations to perform the Training Services under the Agreements the Commencement Date or such later
date as Boeing notifies Buyer. 
  

	2.	FlightSafety Boeing Commitment. 

  
 FlightSafety Boeing assumes, agrees to be bound by, and will render full and complete performance of the Training Services under the Agreements from the
Commencement Date or such later date as Boeing notifies Buyer. 
  










	3.	Boeing Commitment. 

  
 Boeing will remain fully responsible to Buyer for all obligations that Boeing assigns to FlightSafety Boeing under this Letter Agreement. 
  

	4.	Buyer’s Consent. 

  
 Buyer hereby consents to Boeing’s assignment of the Agreements to FlightSafety Boeing and agrees that FlightSafety Boeing is Boeing’s assignee
for the applicable provisions of such Agreements. 
  

	5.	Credit Memoranda Provided by Boeing;. 

  
 Buyer may direct Boeing to apply part of the amount of the credit memoranda provided under paragraph 5 of Letter Agreement No. 61163-RTN-5 144 toward
payment for Training Services to be provided by FlightSafety Boeing. 
  
 This
Letter Agreement contains the entire agreement between the parties concerning the subject matter hereof and supersedes all previous proposals, understandings, commitments or representations whatsoever, oral or written. This Letter Agreement will be
governed by the law of the State of Washington, USA, exclusive of Washington’s conflicts of law rules. 
  

			
	 Very truly yours,
  
 THE BOEING COMPANY

		
	By	 	 /s/ Illegible

	 	 	

	 Its
	 	 Attorney-In-Fact


  

									
	 ACCEPTED AND AGREED TO this
  
 Date: 4 Sept, 1997
	 	 	 	 ACCEPTED AND AGREED TO this
  
 Date: September 5, 1997

			
	 COMPAGNIE NATIONALE AIR FRANCE
	 	 	 	 FLIGHTSAFETY BOEING
 TRAINING INTERNATIONAL L.L.C.

					
	By	 	 /s/ Illegible
	 	 	 	By	 	 /s/ Illegible

	 	 	
	 	 	 	 	 	

	 Its
	 	 VP. Fleet Planning
	 	 	 	 Its
	 	 Executive Director


  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










					
	 	  	 Boeing Commercial Airplane Group
	  	 
	 	  	 P.O. Box 3707
	  	 
	 	  	 Seattle, WA 98124-2207
	  	 

  
 6-1163-RTN-5140 
  
 Compagnie Nationale Air France 
 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

	Subject:	Letter Agreement No. 6-1163-RTN-5140 to Purchase Agreement No. 1966 - Disclosure of Confidential Information 

  
 This Letter Agreement amends Purchase Agreement No. 1966 dated as of this date (the
Agreement) between The Boeing Company (Boeing) and Compagnie Nationale Air France (Buyer) relating to Model 777-2001GW 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. Boeing and Buyer agree that certain commercial and financial information contained in the
documents listed in the Index of Confidential Documents attached hereto, (Confidential Documents) are confidential. 
  
 2. Boeing and Buyer agree that they will treat the Confidential Documents and the information contained therein as confidential and that they will not, without the prior
written consent of the other, disclose such Confidential Documents or any information contained therein to any other person or entity except as may be required (i) by any applicable law or governmental regulations, or (ii) for financing the
Aircraft. 
  
 3. In connection with any such disclosure of the Confidential
Documents, or the information contained therein pursuant to any such applicable law or governmental regulation, the parties will request and use their best reasonable efforts to obtain confidential treatment of such Confidential Documents and the
information contained therein. Boeing and Buyer agree to cooperate with each other in making and supporting requests for confidential treatment. 
  


					
	 	  	 	  	 
	 	  	 	  	 









 It 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:	 	 November 28, 1996


  

			
	 COMPAGNIE NATIONALE AIR FRANCE

		
	By	 	 /s/ Illegible

	 	 	

	 Its
	 	 VP Fleet Planning


  
 Attachment: Index of Confidential
Documents 
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 Index of Confidential Documents 
  

					
	 	  	 	  	 SA
Number


			
	1.	  	 Letter Agreement No. 6-1163-RTN-5141Rl Aircraft Performance Guarantees.
(Model 777-200 Only)
	  	SA-1
			
	2.	  	 Letter Agreement No. 6-1163-RTN-5142 Aircraft Performance Commitments.
(Model 777-200 Only)
	  	 
			
	3.	  	 Letter Agreement No. 6-1163-RTN-5143R6 Aircraft Price & Payments.
(Model 777-200 Only)
	  	SA-8
			
	4.	  	 Letter Agreement No. 6-1163-RTN-5144R6 Financial Matters.
(Model 777-200 Only)
	  	SA-8
			
	5.	  	 Letter Agreement No. 6-1163-RTN-5146Rl [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
(Model 777-200 Only)
	  	SA-7
			
	6.	  	 Letter Agreement No. 6-1163-RTN-5147 Option Aircraft Special Matters
(Model 777-200 Only)
	  	 
			
	7.	  	 Letter Agreement No. 6-1163-RTN-5148 Use of Aircraft
(Model 777-200 Only)
	  	 
			
	8.	  	 Letter Agreement No. 6-1163-RTN-5202 
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] (Model 777-200 Only)
	  	 
			
	9.	  	 Letter Agreement No. 6-1163-RTN-5203 
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] (Model 777-200 Only)
	  	 
			
	10.	  	 Letter Agreement – No. 6-1163-RTN-5207 
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] (Model 777-200 Only)
	  	 
			
	11.	  	 Letter Agreement No. 6-1163-RTN-5363Rl 
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] (Model 777-200 Only)
	  	SA-2
			
	12.	  	 Letter Agreement No. 6-1163-RTN-5711R2 
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] (Model 777-200 Only)
	  	 

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 Index of Confidential Documents (cont.) 
  

					
	 	  	 	  	SA
Number


	 13.
	  	 Letter Agreement No. 6-1163-STE-3072R1 Aircraft Performance Guarantees – Block A Aircraft (Jan 1999 and later) and Block B
Aircraft
     (Model 777-200 Only)
	  	 
			
	 14.
	  	 Letter Agreement No. 6-1163-STE-3111 Use of Aircraft – Flight Test GE90-94B Engines
(Model 777-200 Only)
	  	 
			
	 15.
	  	 Letter Agreement No. 6-1163-STE-3302 
Delivery Issues [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
(Model 777-200 Only)
	  	 
			
	 16.
	  	 Letter Agreement No. 6-1163-STE-3319 
Delivery Issues [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] (Model 777-200 Only)
	  	 
			
	 17.
	  	 Letter Agreement No 6-1163-STE-3341R2 
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] (Model 777-200 Only)
	  	 
			
	 18.
	  	 Letter Agreement No. 6-1163-STE-3435 Aircraft Performance Guarantees GE90-94B Engines-Block A Aircraft (Dec 2000) and Block B Aircraft

    (Model 777-200 Only)
	  	SA-5
			
	 19.
	  	 Letter Agreement No 6-1163-STE-3258 Aircraft Performance Guarantees
(Model 777-300 Only)
	  	SA-7
			
	 20.
	  	 Letter Agreement No 6-1163-STE-3363 
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
(Model 777-300 Only)
	  	SA-7
			
	 21.
	  	 Letter Agreement No 6-1163-STE-3364 
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
(Model 777-300 Only)
	  	SA-7
			
	 22.
	  	 Letter Agreement No 6-1163-STE-3380 
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
(Model 777-300 Only)
	  	SA-7
			
	 23.
	  	 Letter Agreement No 6-1163-STE-3483R2 Special Matters
(Model 777-300 Only)
	  	SA-12

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 Index of Confidential Documents (cont.) 
  

					
	 	  	 	  	SA
Number


	 24.
	  	 Letter Agreement No 6-1163-STE-3484 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] (Model 777-300 Only)
	  	SA-7
			
	 25.
	  	 Letter Agreement No 6-1163-STE-3485 
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
(Model 777-300 Only)
	  	SA-7
			
	 26.
	  	 Letter Agreement No 6-1163-STE-3486 
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
(Model 777-300 Only)
	  	SA-7
			
	 27.
	  	 Letter Agreement No 6-1163-STE-3487 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] (Model 777-300 Only)
	  	SA-7
			
	 28.
	  	 Letter Agreement No 6-1163-STE-3488R1 Aircraft Price and Payment
(Model 777-300 Only)
	  	SA-9
			
	 29.
	  	 Letter Agreement No 6-1163-STE-3489R1 Contracts Matters
(Model 777-300 Only)
	  	SA-9
			
	 30.
	  	 Letter Agreement No 6-1163-STE-3507 
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
(Model 777-300 Only)
	  	SA-7
			
	 31.
	  	 Letter Agreement No 6-1163-STE-3512 
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
(Model 777-300 Only)
	  	SA-7
			
	 32.
	  	Letter Agreement No 6-1163-KAC-211R1 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]	  	SA-11
			
	 33.
	  	Letter Agreement No 6-1163-KAC-0337 777-300ER Configuration Pricing Matters	  	SA-11

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










					
	 	  	Boeing Commercial Airplane Group	  	 
	 	  	 P.O. Box 3707
	  	 
	 	  	 Seattle, WA 98124-2207
	  	 

  
 6-1163-RTN-5141R1 
  
 Compagnie Nationale Air France  
 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

	Subject:	Letter Agreement No. 6-1163-RTN-5141R1 to Purchase Agreement No. 1966 - Aircraft Performance Guarantees 

  
 This Letter Agreement amends Purchase Agreement No. 1966 dated as of this date (the Agreement) between The Boeing Company (Boeing) and
Compagnie Nationale Air France (Buyer) relating to Model 777-2001GW aircraft (the Aircraft). 
  
 All terms used herein and in the Agreement, and not defined herein, will have the same meaning as in the Agreement. 
  
 This Letter Agreement replaces in its entirety Letter Agreement No. 6-1163-RTN-5141, dated November 28, 1996. 
  

	1.	Aircraft Performance Guarantees. 

  
 The performance guarantees applicable to the Aircraft are those set forth in Attachment A hereto. Such guarantees are exclusive and will expire upon
delivery of the Aircraft to Buyer. [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 Treatment. 

  
 Boeing and Buyer 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 except as provided in Letter Agreement 6 - 1163 - RTN - 5140. 
  
 Very truly yours, 
  

			
	THE BOEING COMPANY
		
	By	 	 /s/ Illegible

	 	 	

	 Its
	 	 Attorney-In-Fact


  
 ACCEPTED AND AGREED TO this

  
 Date: _____92, 1997 
  

			
	 COMPAGNIE NATIONALE AIR FRANCE

		
	By	 	 /s/ Illegible

	 	 	

	 Its
	 	VP Fleet Planning

  
 Attachment A 
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 MODEL 777-2OOIGW PERFORMANCE GUARANTEES 
 GE90-9OB ENGINES 
  

			
	SECTION

	  	 CONTENTS


		
	1	  	 AIRCRAFT MODEL APPLICABILITY

		
	2	  	 FLIGHT PERFORMANCE

		
	3	  	 MANUFACTURER’S EMPTY WEIGHT

		
	4	  	 CENTER OF GRAVITY

		
	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] 
  
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










					
	 	  	 Boeing Commercial Airplane Group
	  	 
	 	  	 P.O. Box 3707
	  	 
	 	  	 Seattle, WA 98124-2207
	  	 

  
 6–1163–RTN–5142

  
 Compagnie Nationale Air France 
 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

			
	Subject:	  	Letter Agreement No. 6–1163–RTN–5142 to Purchase Agreement No. 1966 – Aircraft Performance Commitments

  
 This Letter Agreement amends Purchase
Agreement No. 1966 dated as of this date (the Agreement) between The Boeing Company (Boeing) and Compagnie Nationale Air France (Buyer) relating to Model 777–200IGW aircraft (the Aircraft). 
  
 Reference is made to Letter Agreement No. 6–1163–RTN–5146, Model Substitution
and Rescheduling, of the Agreement, related to certain rights of Buyer to substitute the Model 777–300 aircraft (Substitute Aircraft) in place of the Aircraft. 
  
 All terms used herein and in the Agreement, and not defined herein, will have the same meaning as in the Agreement. 
  

	1.	Aircraft Performance Targets. 

  
 Boeing acknowledges that Buyer had requested the following listed performance targets for the Aircraft when evaluated to Buyer’s operating rules and
with 85% winds with redispatch or 50% winds without redispatch, whichever is more constraining, on the routes identified below: 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  
 The 777–200 Aircraft defined in Exhibit A–200 of the Agreement, is capable of a
Maximum Takeoff Weight [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] 

  


					
	 	  	 	  	 
	 	  	 	  	 











					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 

  


	4.	Confidential Treatment. 

  
 Boeing and Buyer 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 except as provided in Letter Agreement 6-1163-RTN-5140. 
  

			
	 Very truly yours,

	
	 THE BOEING COMPANY

		
	 By
	 	 /s/ Illegible

	 	 	

	 Its
	 	 Attorney-In-Fact


  

			
	 ACCEPTED AND AGREED TO this

	
	 Date: November 28, 1996

	
	 COMPAGNIE NATIONALE AIR FRANCE

		
	 By
	 	 /s/ Illegible

	 	 	

	 Its
	 	 VP Fleet Planning


  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










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

  
 6-1163-RTN-5143R7 
  
 société Air France 
 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

			
	Subject:	  	Letter Agreement No. 6-1163-RTN-5143R7 to Purchase Agreement No. 1966 - Aircraft Price & Payments

  
 This Letter Agreement amends Purchase
Agreement No. 1966 dated November 28, 1996, (the Agreement) between The Boeing Company (Boeing) and société Air France (Buyer) relating to Model 777-200ER aircraft (the Aircraft). 
  
 All terms used herein and in the Agreement, and not defined herein, will have the same
meaning as in the Agreement. 
  
 This letter agreement replaces in its entirety,
Letter Agreement No. 6-1163-RTN-5143R6, dated February 26, 2001 
  

	1.	[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] 
  
 1.2 The Aircraft Basic
Price of each Block B Model 777-200ER Aircraft as defined Exhibit A-200-R2 of the Agreement, stated in July 1995 subject-to-escalation dollars, including the price of Buyer’s special features, but excluding the price of Buyer Furnished
Equipment, is as follows: 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 1.3 The Aircraft price does not include any amount relating to changes to the Aircraft required in order
to export such Aircraft to France that are in addition to those of the FAA or Joint Airworthiness Authorities (JAA). Accordingly, the Aircraft price will be adjusted for Boeing’s price for any addition to, or change, modification or testing of
any Aircraft required by France, the country of import, which varies from or is in addition to the airworthiness requirements of the FAA or JAA for the issuance of a Standard Airworthiness Certificate. Any change or modification to the Aircraft
shall be subject to a negotiated change proposal provided by Boeing to Buyer for Buyer’s consideration. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










	6.	Confidential Treatment. 

  
 Boeing and Buyer 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 except as provided in Letter Agreement 6-1163-RTN-5140. 
  

			
	 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

	 	 	

	 	 	 Pierre Vellay

	 Its:
	 	Vice President New Aircraft and Corporate Fleet Planning

  
 Attachments A, B, and C 
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 











					
	 	  	 	  	Attachment A to
	 	  	 	  	Letter Agreement 6-1163-RTN-5143R7
	 	  	 	  	Page 2

  

 Aircraft Price Buildup 
  
  
 [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-RTN-5144R7 
  
 société Air France 
 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

	Subject:	Letter Agreement No. 6-1163-RTN-5144R7 to Purchase Agreement No. 1966 - Financial Matters 

  
 This Letter Agreement amends Purchase Agreement No. 1966 dated as of this date (the Agreement) between The Boeing Company (Boeing) and
société Air France (Buyer) relating to Model 777-200ER Block A Aircraft and Block B Aircraft (the Aircraft). Reference is made [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT] 
  
 All terms used herein and in the
Agreement, and not defined herein, will have the same meaning as in the Agreement. 
  
 This letter agreement replaces in its entirety, Letter Agreement No. 6-1163-RTN-5144R6, dated February 26, 2000. 
  
 The following incentives will be provided to Buyer In consideration of the purchase of the Aircraft. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] 
  


					
	 	  	 	  	 










	17	Confidential Treatment. 

  
 Boeing and Buyer 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 except as provided in Letter Agreement 6-1163-RTN-5140. 
  
 Very truly yours, 
  

			
	THE BOEING COMPANY
		
	By	 	 /s/ Kris A. Campbell

	 	 	

	 Its
	 	 Attorney-In-Fact


  
 ACCEPTED AND AGREED TO this

  
 Date: January 11, 2001 
  

			
	 SOCIETE AIR FRANCE

		
	By	 	 /s/ Pierre Vellay

	 	 	

	 	 	 Pierre Vellay

	 Its:
	 	 Vice President New Aircraft
 and Corporate Fleet Planning


  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










					
	 	  	 Boeing Commercial Airplane Group
	  	 
	 	  	 P.O. Box 3707
	  	 
	 	  	 Seattle. WA 98124-2207
	  	 

  
 6-1163-RTN-5147 
  
 Compagnie Nationale
Air France 
 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

	Subject:	Letter Agreement No. 6-1163-RTN-5147 to Purchase Agreement No. 1966 - Option Aircraft Special Matters 

  
 This Letter Agreement amends Purchase Agreement No. 1966 dated as of this date (the Agreement) between The Boeing Company (Boeing) and
Compagnie Nationale Air France (Buyer) relating to Model 777-200IGW aircraft (the Aircraft). 
  
 Reference is made to Letter Agreement 1966-5, Option Aircraft, stating the terms and conditions under which Boeing offers and Buyer may exercise options to purchase ten (10) additional 777-2001GW Option Aircraft, to
Letter Agreement 6-1163-RTN-5143, Aircraft Price and Payment, and to Letter Agreement 6-1163-RTN-5144, Financial Matters, of the Agreement, (the Letter Agreements). 
  
 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 MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 

  
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










	3.	Confidential Treatment. 

  
 Boeing and Buyer 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 except as provided in Letter Agreement 6-1163-RTN-5140. 
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 Very truly yours, 
  

			
	 THE BOEING COMPANY

		
	By	 	 /s/ Illegible

	 	 	

	 Its
	 	 Attorney-In-Fact


  
 ACCEPTED AND AGREED TO this

  
 Date: November 28, 1996 
  

			
	 COMPAGNIE NATIONALE AIR FRANCE

		
	By	 	 /s/ Illegible

	 	 	

	 Its
	 	 VP Fleet Planning


  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










					
	 	 	Boeing Commercial Airplane Group	 	 
	 	 	 P.O. Box 3707
	 	 
	 	 	 Seattle, WA 98124-2207
	 	 

  
 6–1163–RTN–5148

  
 Compagnie Nationale Air France 
 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

			
	 Subject:
	    	 Letter Agreement No. 6–1163–RTN–5148 to
 Purchase Agreement No. 1966 –
 Use of Aircraft


  
 This Letter Agreement amends Purchase
Agreement No. 1966 dated as of this date (the Agreement) between The Boeing Company (Boeing) and Compagnie Nationale Air France (Buyer) relating to Model 777–2001GW aircraft (the Aircraft). 
  
 All terms used herein and in the Agreement, and not defined herein, will have the same
meaning as in the Agreement. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  


					
	 	  	 	  	 










	12.	Confidential Treatment. 

  
 Boeing and Buyer 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 except as provided in Letter Agreement 6-1163-RTN-5140. 
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










			
	 Very truly yours,
  
 THE BOEING COMPANY

		
	By	 	 /s/ Illegible

	 	 	

	 Its
	 	 Attorney-In-Fact

	  
 ACCEPTED AND AGREED TO as of this
  
 Date: November 28, 1996
  
 COMPAGNIE NATIONALE AIR FRANCE

		
	By	 	 /s/ Illegible

	 	 	

	 Its
	 	 VP Fleet Planning


  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










					
	 	 	Boeing Commercial Airplane Group	 	 
	 	 	 P.O. Box 3707
	 	 
	 	 	 Seattle, WA 98124-2207
	 	 

  
 6-1163-RTN-5202 
  
 Compagnie Nationale Air France 
 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

			
	 Subject:
	    	Letter Agreement No. 6-1163-RTN-5202 to Purchase Agreement No. 1966 – [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. 1966 dated as of this date (the Agreement) between The Boeing Company (Boeing) and Compagnie Nationale Air France (Buyer) relating to Model 777-2001GW aircraft (the Aircraft) . 
  
 All terms used herein and in the Agreement, and not defined herein, will have the same
meaning as in the Agreement. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  


					
	 	  	 	  	 











					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 

  

 2.2. Confidential Treatment. 
  
 Boeing and Buyer 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 except as provided in Letter Agreement 6-1163-RTN-5140. 
  
 Very truly yours, 
  

			
	 THE BOEING COMPANY

		
	By	 	 /s/ Illegible

	 	 	

	 Its
	 	 Attorney-In-Fact


  
 ACCEPTED AND AGREED TO this

  
 Date: November 28, 1996 
  

			
	 COMPAGNIE NATIONALE AIR FRANCE

		
	By	 	 /s/ Illegible

	 	 	

	 Its
	 	 VP Fleet planning


  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 











					
			
	 	  	Boeing Commercial Airplane Group	  	 
	 	  	P.O. Box 3707	  	 
	 	  	Seattle, WA 98124-2207	  	 

  

 6-1163-RTN-5203 
  
 Compagnie Nationale Air France 
 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

	Subject:	Letter Agreement No. 6-1163-RTN-5203 to Purchase Agreement No. 1966 - [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. 1966 dated as of this date (the Agreement) between The Boeing Company (Boeing) and Compagnie Nationale Air France (Buyer) relating to Model 777-2001GW aircraft (the Aircraft). 
  
 All terms used herein and in the Agreement, and not defined herein, will have the same
meaning as in the Agreement. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  


					
	 	  	 	  	 
	 	  	 	  	 











					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 

  


	6.	Confidential Treatment. 

  
 Boeing and Buyer 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 except as provided in Letter Agreement 6-1163-RTN-5140. 
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










	7.	Assignment. 

  
 Neither party may assign this Letter Agreement or any portion or rights or obligations thereof without the express written approval of the other party.

  

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

		
	Its	 	Attorney-In-Fact

  

			
	 ACCEPTED AND AGREED TO this
  

	 Date:                     ,
1996
  

	COMPAGNIE NATIONALE AIR FRANCE
		
	By	 	/s/ Illegible
	 	 	

		
	Its	 	VP Fleet Planning

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










					
	 	 	Boeing Commercial Airplane Group	 	 
	 	 	 P.O. Box 3707
	 	 
	 	 	 Seattle, WA 98124-2207
	 	 

  
 6-1163-RTN-5207 
  
 Compagnie Nationale Air France 
 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

	Subject:	Letter Agreement No. 6-1163-RTN-5207 to Purchase Agreement No. 1966 – [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] 

  

	Gentlemen:	

  
 This Letter Agreement amends Purchase Agreement No. 1966 dated as of this date (the Agreement) between The Boeing Company (Boeing) and Compagnie Nationale Air France (Buyer) relating to Model 777-2001GW aircraft (the Aircraft). 

 
 All terms used herein and in the Agreement, and not defined herein, will have the same
meaning as in the Agreement. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  


					
	 	  	 	  	 











					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 

  


	3.	Confidential Treatment. 

  
 Boeing and Buyer 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 except as provided in Letter Agreement 6-1163-RTN-5140, or as Buyer may be required to disclose to interested
official French industrial agencies. 
  

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

	 	 	

	 Its
	 	 Attorney-In-Fact


  

			
	ACCEPTED AND AGREED TO this
	
	Date: November 28, 1996
	
	COMPAGNIE NATIONALE AIR FRANCE
		
	 By
	 	 /s/ Illegible

	 	 	

	 Its
	 	 VP Fleet Planning


  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 Boeing Corporation_____ 
  
 6-1163-RTN-5363R1 
  
 Compagnie Nationale Air France 
 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

			
	Subject:	  	 Letter Agreement No. 6-1163-RTN-5363R1 to
 Purchase
Agreement No. 1966 -
 [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. 1966 dated November 28, 1996, (the Agreement) between The Boeing Company (Boeing) and Compagnie Nationale Air France (Buyer) relating to Model 777-200IGW aircraft (the Aircraft). 
  
 All terms used herein and in the Agreement, and not defined herein, will have the same
meaning as in the Agreement. 
  
 This letter agreement replaces in its entirety,
Letter Agreement No. 6-1163-RTN-5363, dated September 17, 1997. 
  
 [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  


					
	 	  	 	  	 











					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 

  

 4.2 Boeing and Buyer 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 except as provided in Letter Agreement 6-1163-RTN-5140.

  

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

	 	 	

	 Its
	 	 Attorney-In-Fact


  

			
	ACCEPTED AND AGREED TO this
	
	Date: July ____, 1998
	
	COMPAGNIE NATIONALE AIR FRANCE
		
	 By
	 	 /s/ Illegible

	 	 	

	 Its
	 	 VP. Fleet Planning


  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










					
	 	 	Boeing Commercial Airplane Group	 	 
	 	 	 P.O. Box 3707
	 	 
	 	 	 Seattle, WA 98124-2207
	 	ORIGINAL RECEIVED BY 6-1131
	 	 	 	 	JUN 01 1999

  
 March 11, 1999 
 6-1163-RTN-5711R2 
  
 societe Air France 
 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

			
	 Attention:
	  	Mr. Pierre Vellay,
	 	  	Vice-President Planning & Fleet Development
		
	 Subject:
	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
		
	 Reference:
	  	Purchase Agreement No. 1966, as amended and Supplemented, dated November 28, 1996 (the Purchase Agreement) between societe Air France (Buyer) and The Boeing Company (Boeing) related the
purchase of Boeing Model 777-200 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. 
  
 This letter agreement replaces in its entirety, Letter Agreement No. Q-1 163-RTN-5711R1 dated November 27, 1998 
  
 Boeing and Buyer hereby agree to modify the referenced Purchase Agreement as follows;

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











					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 

  

 Confidential Treatment. 
  
 Buyer understands that certain commercial and financial information contained in this Letter Agreement hereto are considered by Boeing as
confidential. Buyer 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: 31st March, 1999 
  

			
	 SOCIETE AIR FRANCE

		
	By	 	 /s/ Pierre Vellay

	 	 	

	 Its
	 	 Pierre Vellay

	 	 	 VP Fleet Planning


  










					
	 	 	Boeing Commercial Airplane Group	 	 
	 	 	P.O. Box 3707	 	 
	 	 	Seattle, WA 98124-2207	 	 

  
 6–1163–STE–3072R1

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

			
	 Subject:
	  	Letter Agreement No. 6–1163–STE–3072 to Purchase Agreement No. 1966 – Aircraft Performance Guarantees – Block A Aircraft (January 1999 and later) and Block B
Aircraft

  
 This Letter Agreement amends Purchase
Agreement No. 1966 dated as of November 28, 1996 (the Agreement) between The Boeing Company (Boeing) and société Air France (Buyer) relating to Model 777–2001GW aircraft (the Aircraft). 
  
 This letter cancels and supersedes Letter Agreement No. 6–1163–STE–3072 dated
December 9, 1998. 
  
 All terms used herein and in the Agreement, and not defined
herein, will have the same meaning as in the Agreement. 
  

	1.	Aircraft Performance Guarantees. 

  
 The performance guarantees applicable to the Block A Aircraft (January 1999 and later) and Block B Aircraft are those set forth in the Attachment hereto.
Such guarantees are exclusive and will expire upon delivery of the Aircraft to Buyer. Included in such performance guarantees is an Aircraft mission guarantee [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  

	2.	Confidential Treatment. 

  
 Boeing and Buyer 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 except as provided in Letter Agreement
6–1163–RTN–5140. 
  
 Very truly
yours, 
  

			
	 THE BOEING COMPANY

		
	By	 	 /s/ Illegible

	 	 	

	 Its
	 	 Attorney-In-Fact


  
 ACCEPTED, AND AGREED TO this

  
 Date: January 19, 1999 
  

			
	 SOCIETE AIR FRANCE

		
	By	 	 /s/ Illegible

	 	 	

	 Its
	 	 VP Fleet Planning


  
 Attachment 
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 MODEL 777 – 228IGW PERFORMANCE GUARANTEES 
 GE90 – 90B ENGINES 
  

			
	SECTION

	  	 CONTENTS


		
	1	  	AIRCRAFT MODEL’ APPLICABILITY
		
	2	  	FLIGHT PERFORMANCE
		
	3	  	MANUFACTURER’S EMPTY WEIGHT
		
	4	  	CENTER OF GRAVITY
		
	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] 
  
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










					
	 	 	Boeing Commercial Airplane Group	 	 
	 	 	P.O. Box 3707	 	 
	 	 	Seattle. WA 98124-2207	 	 

  
 6-1163-STE-3111 
  
 société Air France 
 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

	Subject:	Letter Agreement No. 6-1163-STE-3 111 to Purchase Agreement [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] Engines 

  
 This Letter Agreement amends
Purchase Agreement No. 1966 dated as of this date (the Agreement) between The Boeing Company (Boeing) and société Air France (Buyer) relating to Model 777-2001GW aircraft (the Aircraft). 
  
 All terms used herein and in the Agreement, and not defined herein, will have the same
meaning as in the Agreement. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  


					
	 	  	 	  	 











					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 

  

 12. Confidential Treatment. 
  
 Boeing and Buyer 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 except as provided in Letter Agreement 6- 1163 -RTN-5 140. 
  

			
	 Very truly yours,

	
	THE BOEING COMPANY
		
	By	 	 /s/ Illegible

	 	 	

	 Its
	 	 Attorney-In-Fact


  
 ACCEPTED AND AGREED TO as of this

  
 Date: February 12, 1999 
  

			
	SOCIETE AIR FRANCE
		
	By	 	 /s/ Illegible

	 	 	

	 Its
	 	 VP Fleet Planning


  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 The Boeing Company 
 P.O. Box 3707 
 Seattle, WA 98124-2207 
  
 This Letter Agreement is applicable to Model 777-300ER Aircraft only 
  
 6-1163-STE-3258 
  
 société Air France 
 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

	Subject:	Aircraft Performance Guarantees 

  

	Reference:	Purchase Agreement No. 1966 (the Purchase Agreement) between The Boeing Company (Boeing) and société Air France (Buyer) relating to Model 777-300ER 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 Buyer with the performance guarantees in the Attachment. These guarantees are exclusive and expire upon delivery of the Aircraft to Buyer.

  
 Upon completion of the flight test program and certification of the Model
777-300ER Aircraft, Boeing agrees to update the Air France performance guarantees to reflect actual flight-test results and reduced tolerances. 
  


					
	 	  	 	  	 









 Buyer 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: 2000, _____ 12
	 
	SOCIÉTÉ AIR FRANCE
		
	By	 	 /s/ Illegible

	 	 	

	 Its
	 	 VP Corp. Fleet Planning


  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 MODEL 777-300X PERFORMANCE GUARANTEES 
  

			
	 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 
  
 November 15,
1999 
 6-1163-STE-3302 
  
 société Air France 
 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

			
	 Attention:
	  	 Mr. Pierre Vellay,
 Vice-President Planning &
Fleet Development

		
	 Subject:
	  	Delivery Issues - [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
		
	 Reference:
	  	Purchase Agreement No. 1946, as amended and Supplemented, dated November 28, 1996 (the Purchase Agreement) between société Air France (Buyer) and The Boeing Company (Boeing)
related the purchase of Boeing Model 777-200 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 and Buyer hereby agree to modify the referenced Purchase Agreement as follows; 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] 
  
  


					
	 	  	 	  	 









 Confidential Treatment. 
  

Buyer understands that certain commercial and financial information contained in this Letter Agreement hereto are considered by Boeing as confidential. Buyer 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:	 	 November 17th, 1999


  

			
	
	SOCIETE AIR FRANCE
		
	By	 	 /s/ Illegible

	 	 	

	 Its
	 	 Illegible
 Resident
Representative


  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 The Boeing Company 
 P.O. Box 3707 
 Seattle, WA 98124-2207 
  
 November 30, 1999 
 6-1163-STE-3319 
  
 société Air France 
 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

			
	 Attention:
	  	 Mr. Pierre Vellay,
 Vice-President Planning & Fleet
Development

		
	 Subject:
	  	Delivery Issues - [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
		
	 Reference:
	  	Purchase Agreement No. 1946, as amended and Supplemented, dated November 28, 1996 (the Purchase Agreement) between société Air France (Buyer) and The Boeing Company (Boeing)
related the purchase of Boeing Model 777-200 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 and Buyer hereby agree to modify the referenced Purchase Agreement as follows; 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] 
  
  


					
	 	  	 	  	 









 Confidential Treatment. 
  

Buyer understands that certain commercial and financial information contained in this Letter Agreement hereto are considered by Boeing as confidential. Buyer 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: November 30, 1999 
  

			
	SOCIETE AIR FRANCE
		
	By	 	 /s/ Illegible

	 	 	

	 Its
	 	 Attorney-In-Fact


  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 March 29, 2000 
 6-1163-STE-3341 R2 
  
 société Air France 
 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

			
	Attention:	  	 Mr. Pierre Vellay,
 Vice-President Planning & Fleet
Development

		
	Subject:	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
		
	Reference:	  	 Purchase Agreement No. 1966, as amended and Supplemented, dated November 28, 1994 (the Purchase Agreement) between société
Air France (Buyer) and The Boeing Company (Boeing)
 related the purchase of Boeing Model 777-200 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 Treatment. 
  
 Buyer understands that certain commercial and financial information contained in this Letter Agreement hereto are considered by Boeing as
confidential. Buyer 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: March 30, 2000 
  

			
	 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 
  
 This Letter Agreement is
applicable to Model 777-300ER Aircraft only 
  
 6-1163-STE-3343 
  
 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. 1966 (the Purchase Agreement) between
 The Boeing Company (Boeing) and société Air France (Buyer)
 relating to, Model 777-300ER aircraft (the Aircraft)


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


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 











					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 

  


	6.	Confidential Treatment. 

  
 Boeing and Buyer 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 except as provided in Letter Agreement 6-1163-RTN-5140. 
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










	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: Nov 12, 2000 
  

			
	 SOCIÉTÉ AIR FRANCE

		
	By	 	 /s/ Illegible

	 	 	

	 Its
	 	 VP Corp. Fleet Planning


  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 The Boeing Company 
 P.O. Box 3707 
 Seattle, WA 98124-2207 
  
 This Letter Agreement is
applicable to Model 777-300ER Aircraft only 
  
 6-1163-STE-3364 
  
 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. 1966 (the Purchase Agreement) between The Boeing Company (Boeing) and societe Air France (Buyer) relating to Model 777-300ER 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.	General Terms and Conditions. 

  
 2.1 Assignment. 
  
 Neither party may assign this Letter Agreement without the express written approval of the other party. 
  
 [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 Buyer 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 except as provided in Letter Agreement 6-1163__RTN-5140. 
  
 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: Nov 12, 2000
  

	SOCIÉTÉ AIR FRANCE
		
	By	 	/s/ Illegible
	 	 	

	Its	 	VP Corp Fleet Planning

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 The Boeing Company 
 P.O. BOX 3707 
 Seattle. WA 98124-2207 
  
 This
Letter Agreement is applicable to Model 777-300ER Aircraft only 
  
 6-1163-STE-3380 
  
 société Air France 
 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

	Subject:	Letter Agreement No. 6-1163-STE-3380 to Purchase Agreement No. 1966 - [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] 

  
 Gentlemen: 
  
 This Letter Agreement amends Purchase Agreement No. 1966 dated November 28, 1996, as amended
and supplemented, (the Agreement) between The Boeing Company (Boeing) and société Air France (Buyer) relating to Model 777-300ER aircraft (the Aircraft). 
  
 All terms used herein and in the Agreement, and not defined herein, will have the same meaning as in the Agreement. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  
  


					
	 	  	 	  	 










	2.	Exclusive Rights. 

  
 The business opportunities described in this Letter Agreement are provided as a financial accommodation to Buyer in consideration of Buyer becoming the
operator of the Aircraft, and are not assignable, in whole or in part, without the prior written consent of The Boeing Company. 
  

	3.	Confidential Treatment. 

  
 Boeing and Buyer 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 except as provided in Letter Agreement 6-1163-RTN-5140, or as Buyer may be required to disclose to interested
official French industrial agencies. 
  

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

	 	 	

	 Its
	 	 Attorney-In-Fact


  

			
	 ACCEPTED AND AGREED TO this

	
	 Date: Nov 12, 2000

	
	 société AIR FRANCE

		
	 By
	 	 /s/ Illegible

	 	 	

	 Its
	 	 VP Corp. Fleet Planning


  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 The Boeing Company 
 P.O. Box 3707 
 Seattle, WA 98124-2207 
  
 6-1163-STE-3435 
  
 société Air France 
 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

			
	Subject:	  	Letter Agreement No. 6-1163-STE-3535 to Purchase Agreement No. 1966 - Aircraft Performance Guarantees GE90-94B Engines - Block B Aircraft and December 2000 Block A Aircraft

  
 This Letter Agreement amends Purchase
Agreement No. 1966 dated as of November 28, 1996 (the Agreement) between The Boeing Company (Boeing) and société Air France (Buyer) relating to Model 777-2001GW 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.	Aircraft Performance Guarantees. 

  
 The performance guarantees applicable to the Block B Aircraft and December 2000 Block A Aircraft are those set forth in the Attachment hereto. Such
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  

	2.	Confidential Treatment. 

  
 Boeing and Buyer 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 except as provided in Letter Agreement 6-1163-RTN-5140. 

 

			
	 Very truly yours,

	
	 THE BOEING COMPANY

		
	 By
	 	 /s/ Illegible

	 	 	

	 Its
	 	 Attorney-In-Fact


  

			
	 ACCEPTED AND AGREED TO this

	
	 Date: May 26, 2000

	
	 SOCIETE AIR FRANCE

		
	 By
	 	 /s/ Pierre VELLAY

	 	 	

	 Its
	 	 VP New Aircraft and Fleet Planning

	 Attachment


  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










					
	 Attachment to Letter Agreement
	  	 	  	 
	 No. 6-1163-STE-3435
	  	 	  	 
	 GE90-94B Engines
	  	 	  	 
	 Page 1
	  	 	  	 

  
 MODEL 777-228IGW
PERFORMANCE GUARANTEES 
 GE90-94B ENGINES 
  

			
	 SECTION

	  	 CONTENTS


		
	 1
	  	 AIRCRAFT MODEL APPLICABILITY

		
	 2
	  	 FLIGHT PERFORMANCE

		
	 3
	  	 MANUFACTURER’S EMPTY WEIGHT

		
	 4
	  	 CENTER OF GRAVITY

		
	 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 
  
 This Letter Agreement is applicable to Model 777-300ER Aircraft only 
  
 6-1163-STE-3483R2 
  
 société Air France 
 Roissypole 
 45 Rue
de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

			
	 Subject:
	  	Special Matters
		
	 Reference:
	  	Purchase Agreement No. 1966 (the Purchase Agreement) between The Boeing Company (Boeing) and société Air France (Buyer) relating to Model 777-300ER aircraft (Block C
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 6-1163-STE-3483131 dated January 11, 2002. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] 
  
  


					
	 	  	 	  	 











					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 

  


	26.	Confidential Treatment. 

  
 Buyer understands that certain commercial and financial information contained in this Letter Agreement is considered by Boeing as confidential. Buyer 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: November 21,2002 
  

			
	SOCIETE AIR FRANCE
		
	By	 	 /s/ Illegible

	 	 	

	 Its
	 	Vice President New Aircraft
	 	 	and Corporate Fleet Planning

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 











					
	 Attachment A to 6-1163-STE-3483R2
	  	 	  	Advance Payment Schedule Page 1

  

 [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 X3124-2207 
  
 This Letter Agreement is
applicable to Model 777-300ER Aircraft only 
  
 6-1163-STE-3484 
  
 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. 1966 (the Purchase Agreement) between The Boeing Company (Boeing) and societe Air France (Customer) relating to Model 777-300ER 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] 
  


					
	 	  	 	  	 









 Following the execution of this Letter Agreement, a Boeing Airline Promotion representative will meet with
Customer’s designated representative to discuss the extent, selection, scheduling, and funds disbursement process for the program. 
  

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

	 	 	

	 Its
	 	 Attorney-In-Fact


  

			
	ACCEPTED AND AGREED TO this
	
	Date:                     , 2000, ____
	
	SOCIETE AIR FRANCE
		
	By	 	 /s/ Illegible

	 	 	

	 Its
	 	 VP Corp. Fleet Planning


  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










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

  
 This Letter
Agreement is applicable to Model 777-300ER Aircraft only 
  
 6-1163-STE-3485

  
 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. 1966 (the Purchase Agreement) between The Boeing Company (Boeing) and société Air France (Buyer) relating to Model 777-300ER 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 will notify Buyer of a Non-Excusable Delay as soon as possible after Boeing has determined the Aircraft delivery will be delay for a non-excusable condition.

  
 Definition of Terms: 
  
 Non-Excusable Delay: Delay in delivery of any Aircraft beyond the last day of the
delivery month established in the Purchase Agreement by any cause that is not an Excusable Delay pursuant to Article 6 of the Purchase Agreement. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  


					
	 	  	 	  	 










	6.	Confidential Treatment 

  
 Buyer understands that certain commercial and financial information contained in this Letter Agreement are considered by Boeing as confidential. Buyer
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:                      2000, ____
	
	SOCIETE AIR FRANCE
		
	By	 	 /s/ Illegible

	 	 	

	 Its
	 	 VP Corp. Fleet Planing


  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 The Boeing Company 
 P.O. Box 3707 
 Seattle, WA 98124-2207 
  
 This Letter Agreement is applicable to Model 777-300ER Aircraft only 
  
 6-1163-STE-3486 
  
 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 1966 (the Purchase Agreement) between The Boeing Company (Boeing) and societe Air France (Buyer) relating to Model 777 300ER 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. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  

			
	 Very truly yours,
  
 THE BOEING COMPANY

		
	By:	 	 /s/ Illegible

	 	 	

	 Its
	 	 Attorney-in-Fact

	
	 ACCEPTED AND AGREED TO this

	 Date: Nov 12, 2000

	
	 SOCIETE AIR FRANCE

		
	By	 	 /s/ Illegible

	 	 	

	 Its
	 	 Illegible


  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 











					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 

  

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

			
		
	Subject:	  	Maintenance Cost Protection
		
	Reference:	  	Purchase Agreement 1966 (the Purchase Agreement) between The Boeing Company (Boeing) and societe Air France (Buyer) relating to Model 777-300ER 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. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










  

 5.8 THIS LETTER AGREEMENT AND THE RIGHTS AND REMEDIES OF BUYER AND OBLIGATIONS OF BOEING HEREIN ARE
SUBJECT TO THE DISCLAIMER AND RELEASE, AND EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES PROVISIONS OF EXHIBIT B, PRODUCT ASSURANCE DOCUMENT, OF THE PURCHASE AGREEMENT. 
  

	6.	Confidential Treatment. 

  
 Buyer understands that certain commercial and financial information contained in this Letter Agreement are considered by Boeing as confidential. Buyer
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. 
  
 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	 	 
	 	 	

	Its	 	Attorney-In-Fact

  

			
	 ACCEPTED AND AGREED TO this
  

	 Date:                     ,
200  
  

	SOCIETE AIR FRANCE
		
	BY	 	 
	 	 	

		
	Its	 	 
	 	 	


  


					
	 	  	 	  	 
	 	  	 	  	 









 Attachment A—[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] 
  


					
	 	  	 	  	 









 The above labor rate excludes all fringe benefits, premium time allowances, social charges, business taxes and the like.

  

									
	 SOCIETE AIR FRANCE
	 	 	 	 
					
	By	 	 	 	 	 	Date	 	 
	 	 	
	 	 	 	 	 	

					
	 Its
	 	 	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	 

  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










					
	 To:            SOCIETE AIR FRANCE
	  	 	  	 

  
 [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
	  	 

  
 This Letter
Agreement is applicable to Model 777-300ER Aircraft only 
  
 6-l163-STE-3487

  
 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. 1966 (the Purchase Agreement) between The Boeing Company (Boeing) and société Air France (Buyer) relating to Model 777-300ER Aircraft (the
Aircraft)

  
 This Letter Agreement 6-1163-STE-3487
(Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in the 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] 
  


					
	 	  	 	  	 











					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 

  


	5.	Assignment and Confidential Treatment 

  
 The commitments made by Boeing are provided to Buyer in consideration of Buyer’s becoming the operator of the Aircraft and cannot be assigned, in
whole or in part, without the prior written consent of Boeing. Buyer acknowledges the commitments made in this Letter Agreement by Boeing are considered to be confidential. Buyer agrees that it will treat this Letter Agreement and the commitments
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
	 	 
	 	 	


  
 ACCEPTED AND AGREED TO THIS

  
 Date: Nov 12, 2000 
  

			
	 SOCIETE AIR FRANCE

		
	By:	 	 /s/ Illegible

	 	 	

	 Its:
	 	 VP Corp. Fleet Planning


  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









 The Boeing Company 
 P.O. Box 3707 Seattle, 
 WA 98124.2207 
  
 This Letter
Agreement is applicable to Model 777-300ER Aircraft only 
  
 6-1163-STE-3488R1

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

	Subject:	Letter Agreement No. 6-1163-STE-3488R1 to Purchase Agreement No. 1966 - Aircraft Price & Payments 

  
 This Letter Agreement amends Purchase Agreement No. 1966 dated November 28, 1996, (the Agreement) between The Boeing Company (Boeing) and
société Air France (Buyer) relating to Model 777-300ER aircraft (the Aircraft). 
  
 All terms used herein and in the Agreement, and not defined herein, will have the same meaning as in the Agreement. 
  
 This Letter Agreement replaces in its entirety Letter Agreement 6-l163-STE-3488 dated November 12, 2000. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] 
  


					
	 	  	 	  	 











					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 

  


	5.	Confidential Treatment. 

  
 Boeing and Buyer 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 except as provided in Letter Agreement 6-1163-RTN-5 140. 
  
 Very truly yours, 
  

			
	 THE BOEING COMPANY

		
	By	 	 /s/ Kris A. Campbell

	 	 	

	 Its
	 	 Attorney-In-Faet


  
 ACCEPTED AND AGREED TO this

  
 Date: January 11, 2002 
  

			
	 SOCIETE AIR FRANCE

		
	By	 	 /s/ Pierre Vellay

	 	 	

	 Its
	 	 VP New Aircraft and Fleet Planning


  
 Attachment A and B 
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










					
	 	  	 	  	Attachment A to
	 	  	 	  	Letter Agreement 6-i 163-STE-3488R1

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








					
	 	  	 	  	Attachment B to Letter
	 	  	 	  	Agreement 6-1163-STE-3488R1

  
 Advance Payment Status as of
Execution of Supplemental Agreement No. 9 
  
 [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 
  
 This Letter Agreement is
applicable to Model 777-300ER Aircraft only 
  
 6-1163-STE-3489R1 
  
 sociètè Air France 
 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

			
	 Subject:
	  	Contracts Matters
		
	 Reference:
	  	Purchase Agreement No. 1966 (the Purchase Agreement) between The Boeing Company (Boeing) and sociètè Air France (Buyer) relating to Model 777-300ER 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. 
  
 This Letter Agreement replaces in its entirety Letter Agreement 6-1163-STE-3489 dated November 12, 2000. 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] 
  
  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 











					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 

  


	13.	Confidential Treatment. 

  
 Buyer understands that certain commercial and financial information contained in this Letter Agreement are considered by Boeing as confidential. Buyer 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


  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 










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

  
 6-1163-STE-3507 
  
 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. 1966 (the Purchase Agreement) between The Boeing Company (Boeing) and societe Air France (Buyer) relating to Model 777-300ER 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.	Confidential Treatment. 

  
 Buyer understands that certain commercial and financial information contained in this Letter Agreement and attachments hereto are considered by Boeing as confidential.
Buyer 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: Nov 12, 2000


  

			
	 SOCIETE AIR FRANCE

		
	By:	 	 /s/ Illegible

	 	 	

	 Its
	 	 VP Corp. Fleet Planning


  


					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 









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










					
	 	  	 Mark A. Owen
	  	 The Booing Company

	 	  	 Vice President - Operations
	  	 P.O. Box 3707 MC 7R-72

	 	  	 Airplane Services
	  	 Seattle, WA 98124-2207


  
 November 8, 2000 
  
 Mr. Alain Bassil

 President 
 Air France Industrie 
 Aeroport de Paris le Bourget 
 93350 Le Bourget 
 France 
  
 Mr. Pierre Vellay 

Vice President Planning & Fleet Development 
 société Air France 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  
 Reference: Telecon between Mr. Vellay and Mr. Belyamani on November 3, 2000 
  
 Dear Messrs, Bassil and Vellay; 
  
 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  
 I think this confirms our discussion during the MOU signing. We are looking forward to working closely together on this program and
developing a venture that is beneficial to both companies. 
  

	
	 Regards,

	
	 /s/ Mark A. Owen

	

	 Mark A. Owen


  









 The Boeing Company 
 P.O. Box 3707 
 Seattle, WA 98124-2207 
  
 This Letter Agreement is applicable to Model 777-300ER Aircraft only 
  
 6-1163-STE-3512 
  
 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:
	  	1) Purchase Agreement No. 1966 (the Purchase Agreement) between The Boeing Company (Boeing) and société Air France (Buyer) relating to Model 777-300ER aircraft (the
Aircraft)
		
	 	  	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

  
 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] 
  
  


					
	 	  	 	  	 











					
	[GRAPHIC]	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 

  


	6.	Confidential Treatment. 

  
 Buyer understands that certain commercial and financial information contained in this Letter Agreement are considered by Boeing as confidential. Buyer 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: Nov 12, 2000

	
	 SOCIÉTÉ AIR FRANCE

		
	By	 	 /s/ Illegible

	 	 	

		
	 Its
	 	 VP Corp Fleet Planning


  


					
	 	  	 	  	 









 The Boeing Company 
 P. O. Box 3707 
 Seattle, WA 98124-2207 
  
 December 1, 2000

 6-1163-STE-3534 
  
 société Air France 
 Roissypole 
 45 Rue de Paris 
 95747 Roissy Charles de Gaulle 
 France 
  

	Attention:	Mr. Pierre Vellay, 


	    	Vice-President Planning & Fleet Development 

  

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

  

	Reference:	Purchase Agreement No. 1966, as amended and Supplemented, dated November 28, 1996 (the Purchase Agreement) between société Air Prance (Buyer) and The Boeing Company
(Boeing) related the purchase of Boeing Model 777-200 Aircraft (the Aicraft). 

  
 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 Treatment. 
  
 Buyer understands that certain commercial and financial information contained in this Letter
Agreement hereto are considered by Boeing as confidential, Buyer 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: December 7, 2000 
  

			
	 SOCIETE AIR FRANCE

		
	By	 	 Pierre VELLAY

	 	 	

	 Its
	 	 VP New Aircraft and Fleet Planning