Exhibit 10.2


 


CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED
FROM THE


EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND
(II) WOULD BE


COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED


 


A320 FAMILY PURCHASE AGREEMENT


 


Dated as of     December
3, 2019


 


between


 


AIRBUS S.A.S.


 


as Seller


 


and


 


UNITED AIRLINES, INC.


 


as Buyer


 


***


 


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TABLE OF CONTENTS


 


	CLAUSES	TITLES
	 	 
	0	DEFINITIONS 
	 	 
	1	SALE AND PURCHASE 
	 	 
	2	SPECIFICATION
	 	 
	3	PRICES
	 	 
	4	PRICE ***
	 	 
	5	PAYMENT TERMS
	 	 
	6	MANUFACTURE PROCEDURE - INSPECTION
	 	 
	7	CERTIFICATION
	 	 
	8	TECHNICAL ACCEPTANCE
	 	 
	9	DELIVERY
	 	 
	10	EXCUSABLE DELAY AND TOTAL LOSS
	 	 
	11	INEXCUSABLE DELAY
	 	 
	12	WARRANTIES AND SERVICE LIFE POLICY
	 	 
	13	PATENT AND COPYRIGHT INDEMNITY
	 	 
	14	TECHNICAL DATA AND SOFTWARE SERVICES
	 	 
	15	SELLER REPRESENTATIVE SERVICES
	 	 
	16	TRAINING SUPPORT AND SERVICES
	 	 
	17	EQUIPMENT SUPPLIER PRODUCT SUPPORT
	 	 
	18	BUYER FURNISHED EQUIPMENT
	 	 
	19	INDEMNITIES AND INSURANCE
	 	 
	20	TERMINATION
	 	 
	21	ASSIGNMENTS AND TRANSFERS
	 	 
	22	MISCELLANEOUS PROVISIONS



 


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C O N T E N T S


 


	EXHIBITS	TITLES
	 	 
	Exhibit A	SPECIFICATION
	 	 
	Exhibit B-1	FORM OF SPECIFICATION CHANGE NOTICE
	Exhibit B-2	FORM OF MANUFACTURER SPECIFICATION CHANGE NOTICE
	 	 
	Exhibit C	PART 1 SELLER PRICE ***
		PART 2 PROPULSION SYSTEMS PRICE ***
	 	 
	Exhibit D	FORM OF CERTIFICATE OF ACCEPTANCE
	 	 
	Exhibit E	FORM OF BILL OF SALE
	 	 
	Exhibit F	SERVICE LIFE POLICY – LIST OF ITEMS
	 	 
	Exhibit G	TECHNICAL DATA INDEX
	 	 
	Exhibit H	MATERIAL SUPPLY AND SERVICES
	 	 
	Exhibit I	LICENSES AND ONLINE SERVICES 
	 	 
	Exhibit J	FORM OF AIRBUS S.A.S. WARRANTY



 


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A320 FAMILY PURCHASE AGREEMENT


 


This A320 Family Purchase Agreement is made as
of December 3, 2019.


 


BETWEEN:


 


AIRBUS S.A.S.,
a French société par actions simplifiée, organized and existing under the laws of France, having its registered
office located at 2, rond-point Emile Dewoitine, 31700 Blagnac, France, registered with the Commercial and Companies Register of Toulouse
under number 383 474 814 (the “Seller”),


 


and


 


UNITED AIRLINES,
INC., a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal
corporate offices located at 233 South Wacker Drive, Chicago, Illinois 60606 (the “Buyer”).


 


WHEREAS
subject to the terms and conditions of this Agreement, the Seller desires to sell the Aircraft to the Buyer and the Buyer desires to
purchase the Aircraft from the Seller.


 


 


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NOW THEREFORE IT IS AGREED AS FOLLOWS:


 


		0	DEFINITIONS



 


For all purposes of this Agreement, except
as otherwise expressly provided, the following terms will have the following meanings:


 


***
- an *** in design weights from *** (as such terms are defined in Clause 2.1.3).


 


A320
NEO Aircraft - any or all of the Airbus A320-200N type aircraft to be sold by the Seller and purchased by the Buyer pursuant
to this Agreement, including the Airframe and all components, equipment, parts and accessories installed in or on such aircraft and the
Propulsion Systems installed thereon upon Delivery.


 


A320
NEO Specification - either (a) the A320 NEO Standard Specification if no SCNs, MSCNs or Development Changes are applicable
or (b) if SCNs, MSCNs or Development Changes are issued or deemed issued, the A320 NEO Standard Specification as amended by all applicable
SCNs, MSCNs and Development Changes.


 


A320
NEO Standard Specification - the A320-200N standard specification document ***, a copy of which has been annexed hereto as
Exhibit A.


 


A321
NEO Aircraft - any or all of the Airbus A321-200NX type aircraft to be sold by the Seller and purchased by the Buyer pursuant
to this Agreement, including the Airframe and all components, equipment, parts and accessories installed in or on such aircraft and the
Propulsion Systems installed thereon upon Delivery.


 


A321
NEO Specification - either (a) the A321 NEO Standard Specification if no SCNs, MSCNs or *** are applicable or (b) if SCNs,
MSCNs or *** are issued or deemed issued, the A321 NEO Standard Specification as amended by all applicable SCNs, MSCNs and ***.


 


A321
NEO Standard Specification - the A321-200NX standard specification document ***, a copy of which has been annexed hereto as
Exhibit A.


 


A321
XLR ACT - the optional additional forward center tank developed for the A321XLR type aircraft and its installation.


 


A321
XLR ACT Provisions - the internal aircraft modifications required in order to facilitate the installation of the A321 XLR
ACT.


 


A321
XLR Aircraft - any or all of the Airbus A321-200NX type aircraft incorporating the A321 XLR Changes to be sold by the Seller
and purchased by the Buyer pursuant to this Agreement, including the Airframe and all components, equipment, parts and accessories installed
in or on such aircraft and the Propulsion Systems installed thereon upon Delivery.


 


A321
XLR Changes - as defined in Clause 2.1.2.


 


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A321
XLR Specification - either (a) the A321 XLR Standard Specification if no SCNs, MSCNs or Development Changes are applicable
or (b) if SCNs, MSCNs or Development Changes are issued or deemed issued, the A321 XLR Standard Specification as amended by all applicable
SCNs, MSCNs and Development Changes.


 


A321
XLR Specification *** - as defined in Clause 2.1.2.


 


A321
XLR Standard Specification - as defined in Clause 2.1.2.


 


A350
PA - as defined in Clause 15.1.1.


 


AACS
- Airbus Americas Customer Services, Inc., a corporation organized and existing under the laws of Delaware, having its registered
office located at 2550 Wasser Terrace, Suite 9100, Herndon, VA 20171, or any successor thereto.


 


Advanced
Consultation Tool - as defined in Clause 14.8.1.


 


Affiliate
- with respect to any person or entity, any other person or entity directly or indirectly controlling, controlled by or under
common control with such person or entity. For purposes of this definition, “control”, “controlling” and “controlled”,
when used with respect to any person or entity, means the power to direct the management and policies of such person or entity, directly
or indirectly, whether through the ownership of voting securities, by contract or otherwise.


 


Agreement
- this A320 family purchase agreement, including all exhibits, appendices and schedules attached hereto, in each case as may
be amended or otherwise modified and in effect from time to time.


 


Airbus
S.A.S. Warranty - as defined in Clause 9.2.2 and in a form attached hereto as Exhibit J.


 


AirbusWorld
- as defined in Clause 14.4.1.


 


Aircraft
- any or all of the A321 XLR Aircraft, A321 NEO Aircraft or A320 NEO Aircraft to be sold by the Seller and purchased by the
Buyer pursuant to this Agreement, including the Airframe and all components, equipment, parts and accessories installed in or on such
aircraft and the Propulsion Systems installed thereon upon Delivery.


 


Aircraft
Training Services - all flight support services performed on aircraft and provided to the Buyer pursuant to this Agreement,
as the case may be, including but not limited to any and all training courses, flight training, flight assistance, line training, line
assistance and more generally all flights of any kind performed by the Seller, its agents, employees or subcontractors, and maintenance
support, maintenance training (including practical training), training support of any kind.


 


Airframe
- any Aircraft including the nacelles and thrust reversers, but excluding the Propulsion Systems therefor.


 


AOG
- as defined in Clause 15.2.2.


 


Applicable
Payment - as defined in Clause 5.6.


 


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Approved
BFE Supplier - as defined in Clause 18.1.1.2.


 


ATA
Specification - recommended specifications developed by the Air Transport Association of America reflecting consensus in the
commercial aviation industry on accepted means of communicating information, conducting business, performing operations and adhering
to accepted practices.


 


Aviation
Authority - when used with respect to any jurisdiction, the government entity that, under the laws of such jurisdiction, has
control over civil aviation or the registration, airworthiness or operation of civil aircraft in such jurisdiction.


 


Balance
of the Final Price - the amount payable by the Buyer to the Seller on the Delivery Date for an Aircraft after deducting from
the Final Price of the Aircraft the amount of all Predelivery Payments received by the Seller from the Buyer in respect of such Aircraft
on or before the Delivery Date for such Aircraft, and that are not otherwise applied pursuant to Clause 5.6 to any other amount owed
by the Buyer to the Seller.


 


Base
Period - as defined in Part 1 of Exhibit C.


 


Base
Price - for any Aircraft, Airframe, SCN or Propulsion Systems, its base price as more completely described in Clause 3.1.


 


BFE
Data - as defined in Clause 14.3.2.1.


 


BFE
Engineering Definition - as defined in Clause 18.1.2.1.


 


BFE
Supplier - as defined in Clause 18.1.1.1.


 


Bill
of Sale - as defined in Clause 9.2.2.


 


Business
Day - with respect to any action to be taken hereunder, a day other than a Saturday, Sunday or other day designated as a holiday
and on which commercial banks are closed in the jurisdiction in which such action is required to be taken.


 


Buyer
- as defined in the preamble.


 


Buyer
Furnished Equipment or BFE - as defined in Clause 18.1.1.1.


 


Buyer’s
Inspector(s) - as defined in Clause 6.2.1.


 


Buyer
Termination - as defined in Clause 20.2.1.


 


CDR
- as defined in Clause 18.1.3.


 


Certificate
of Acceptance - as defined in Clause 8.3.


 


CFM
- as defined in Clause 2.3.1.


 


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Change
in Law - as defined in Clause 7.3.1.


 


Commitment
Fee - the commitment fee amount described in Clause 5.2.


 


Commitment
Fee Portion - the portion of the Commitment Fee described in Clause 5.2.


 


Confidential
Information - as defined in Clause 22.10.1.


 


Contractual
Definition Freeze or CDF - as defined in Clause 2.4.1.


 


Customer
Services Catalog - as defined in Clause 14.5.


 


Customization
Milestones Chart - as defined in Clause 2.4.1.


 


Declaration
of Design and Performance or DDP - the documentation provided by an equipment manufacturer guaranteeing that the corresponding
equipment meets the requirements of the Specification, the interface documentation as well as all the relevant certification requirements.


 


Default
Rate - interest rate at the rate of ***.


 


Delivery
- with respect to any Aircraft, the transfer of title to such Aircraft from the Seller to the Buyer in accordance with Clause
9.


 


Delivery
Date - the date on which Delivery occurs.


 


Delivery
Location - the facilities of the Seller at the location of final assembly of the Aircraft, which will be either Airbus Operations
S.A.S. works in Toulouse, France, Airbus Operations GmbH works in Hamburg, Germany, or Airbus Americas, Inc. works in Mobile, Alabama,
as designated solely by the Seller, or such other location agreed to by the Seller and the Buyer in writing.


 


Delivery
Period - as defined in Clause 11.1.


 


Development
Change - as defined in Clause 2.2.2.2.


 


Disclosing
Party - as defined in Clause 22.10.1.


 


EASA
- the European Aviation Safety Agency or any successor thereto.


 


Excusable
Delay - as defined in Clause 10.1.


 


Export
Certificate of Airworthiness - an export certificate of airworthiness issued by the Aviation Authority of the Delivery Location.


 


FAA
- the U.S. Federal Aviation Administration, or any successor thereto.


 


FAA
Bill of Sale - as defined in Clause 9.2.2.


 


FAI
- as defined in Clause 18.1.3.


 


Failure
- as defined in Clause 12.2.1.


 


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Final
Price - as defined in Clause 3.2.


 


Fleet
Serial Numbers - as defined in Clause 14.2.1.


 


Goods
and Services - any goods, excluding Aircraft or aircraft, and services that may be purchased by the Buyer from the Seller
or any of its Affiliates (except A220 related).


 


IAE
LLC - as defined in Clause 2.3.1.


 


Indemnitee
- as defined in Clause 19.3.


 


Indemnitor
- as defined in Clause 19.3.


 


Industrial
and Commercial Constraints - when referring to availability of A320 family aircraft delivery position(s), means the Seller’s
then prevailing reasonable (i) industrial constraints, (ii) constraints regarding outstanding proposals for sales campaigns then in process,
and (iii) constraints relating to delivery positions subject to firm commitments under any letters of intent, memoranda of understanding
(or other documents of similar import), or purchase agreements that have then been signed.


 


Individual
- as defined in Clause 22.10.3.


 


Inexcusable
Delay - as defined in Clause 11.1.


 


In-house
Warranty Repair - as defined in Clause 12.1.8(i).


 


In-house
Warranty Labor Rate - as defined in Clause 12.1.8(v)(b).


 


Inspection
- as defined in Clause 6.2.1.


 


Interface
Problem - as defined in Clause 12.4.1.


 


Item
- as defined in Clause 12.2.1.


 


Liable
Party - as defined in Clause 5.5.5.


 


Losses
- as defined in Clause 19.1.


 


Major
BFE - as defined in Clause 18.1.3.


 


Manufacture
Facilities - the various manufacture facilities of the Seller, its Affiliates or any subcontractor, where the Airframe or
its parts are manufactured or assembled.


 


Manufacturer
Specification Change Notice or MSCN - as defined in Clause 2.2.2.1.


 


Material
- has the meaning as defined in Clause 1.2 of Exhibit H.


 


MLW
- as defined in Clause 2.1.3.


 


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MTOW
- as defined in Clause 2.1.3.


 


MWE
- as defined in Clause 2.1.3.


 


MZFW
- as defined in Clause 2.1.3.


 


Paris
Convention - as defined in Clause 13.1.1 (ii) (b).


 


PDR
- as defined in Clause 18.1.3.


 


PEP
- as defined in Clause 14.12.1.


 


Predelivery
Payment - any of the payments determined in accordance with Clause 5.3.


 


Predelivery
Payment Reference Price - as defined in Clause 5.3.2.


 


Propulsion
Systems - as defined in Clause 2.3.1.


 


Propulsion
Systems Manufacturer - means the manufacturer of the Propulsion Systems.


 


Propulsion
Systems Price *** - the Propulsion Systems price *** set forth in the Part 2 of Exhibit C applicable to the subject Propulsion
Systems Manufacturer.


 


Ready
for Delivery - with respect to any Aircraft, the time when (i) the Technical Acceptance Process has been completed for
such Aircraft in accordance with Clause 8 and (ii) such Aircraft is eligible to receive an Export Certificate of Airworthiness.


 


Receiving
Party - as defined in Clause 5.5.5.


 


Recipient
- as defined in Clause 22.10.1.


 


Reference
Price - means the reference price of an applicable set of Propulsion Systems as set out in Part 2 of Exhibit C.


 


Revised
NED SDM - as defined in Clause 11.2.2.


 


Revised
SDM - as defined in Clause 10.3.2.


 


Revision
Service Period - as defined in Clause 14.5.


 


SA PA
- as defined in Clause 15.1.1.


 


Scheduled
Delivery Month - as defined in Clause 9.1.1.


 


Scheduled
Delivery Period - for any given Aircraft, its Scheduled Delivery Quarter or Scheduled Delivery Month, as applicable.


 


Scheduled
Delivery Quarter - as defined in Clause 9.1.1.


 


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Seller
- as defined in the preamble.


 


Seller
Price *** - the price *** set forth in Part 1 of Exhibit C.


 


Seller
Representative - as defined in Clause 15.1.1.


 


Seller
Termination - as defined in Clause 20.2.2.1(D).


 


Service
Bulletin - a document issued by the Seller, as aircraft manufacturer, to all operators of an aircraft type, notifying them
of a modification to the design of, or the need to inspect, or perform an upgrade on, a delivered aircraft, excluding, for the avoidance
of doubt, any such service bulletin issued by the Seller in connection with a Supplier service bulletin.


 


Service
Life Policy - as defined in Clause 12.2.


 


SI
- as defined in Clause 18.1.3.


 


Software
Services - as defined in Clause 14.1.


 


Spare
Parts - the items of equipment and material that may be provided pursuant to Exhibit H.


 


SPC
Purchase Agreement - an agreement or agreements pursuant to which the Buyer and Seller agree to a transaction whereby certain
of the Aircraft are assigned, novated or otherwise transferred to an Affiliate of the Buyer, an orphan trust company, a special purpose
vehicle or any other similar entity for the purpose of financing Predelivery Payments due on such Aircraft.


 


Specification
- individually or collectively the A320 NEO Specification, the A321 NEO Specification or the A321 XLR Specification, as applicable.


 


Specification
*** - as defined in Clause 2.2.1.


 


Standard
Specification - individually or collectively the A320 NEO Standard Specification, the A321 NEO Standard Specification or the
A321 XLR Standard Specification, as applicable.


 


State
of the Art - with respect to a Warranted Part, the standards and knowledge of the commercial airframe manufacturing industry
prevailing, and the level of applicable technology existing, with respect to the design and function of such Warranted Part, at the time
of its manufacture.


 


Successor
- as defined in Clause 21.4.


 


Supplier
- any supplier of Supplier Parts.


 


Supplier
Indemnities - as defined in Clause 13.4.


 


Supplier
Part - any component, equipment, accessory or part installed in an Aircraft at the time of Delivery thereof (and excluding
the Propulsion Systems or Buyer Furnished Equipment), and for which there exists a Supplier Product Support Agreement.


 


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Supplier
Product Support Agreement - an agreement between the Seller and a Supplier containing, among other things, enforceable and
transferable warranties (and in the case of landing gear suppliers, service life policies for selected structural landing gear elements).


 


Taxes
- as defined in Clause 5.5.6.


 


***
Process - as defined in Clause 8.1.1.


 


Technical
Data - as defined in Clause 14.1.


 


Termination
Event - as defined in Clause 20.1.


 


Total
Loss - as defined in Clause 10.5.


 


Trade
Dispute Charge - as defined in Clause 5.11.


 


Type
Certificate - as defined in Clause 7.1.


 


VAT
- as defined in Clause 5.5.1.


 


Warranted
Part - as defined in Clause 12.1.1.


 


Warranty
Claim - as defined in Clause 12.1.7 (v).


 


Warranty
Period - as defined in Clause 12.1.3.


 


 


The terms “herein”, “hereof”
and “hereunder” and other words of similar import refer to this Agreement, and not to a particular Clause thereof.


 


The definition of a singular will apply
to plurals of the same words, and vice versa.


 


Except as otherwise provided, references
in this Agreement to an exhibit, schedule, article, section, subsection or clause refer to the appropriate exhibit or schedule to, or
article, section, subsection or clause in this Agreement.


 


Each agreement defined in this Agreement
will include all appendixes, exhibits and schedules thereto. If the prior written consent of any person is required hereunder for an
amendment, restatement, supplement or other modification to any such agreement and the consent of each such person is obtained, references
in this Agreement to such agreement shall be to such agreement as so amended, restated, supplemented or modified.


 


References in this Agreement to any statute,
regulation or other law will be to such statute, regulation or other law as amended or modified and in effect at the time any such reference
is operative.


 


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The term “including” when
used in this Agreement means “including, without limitation” except when used in the computation of time periods.


 


Technical and trade terms not otherwise
defined herein will have the meanings assigned to them as generally accepted in the aircraft manufacturing industry.


 


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		1	SALE AND PURCHASE



 


The Seller shall sell and deliver to
the Buyer, and the Buyer shall purchase and take delivery of all of the fifty (50) A321 XLR Aircraft from the Seller, subject to the
terms and conditions contained in this Agreement.


 





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		2	SPECIFICATION



 


		2.1.1	A321 NEO Aircraft Specification and A320
                                            NEO Aircraft Specification



 


Each A321 NEO Aircraft, if purchased
by the Buyer, shall be manufactured by or on behalf of the Seller in accordance with the A321 NEO Specification.


 


Each A320 NEO Aircraft, if purchased
by the Buyer, shall be manufactured by or on behalf of the Seller in accordance with the A320 NEO Specification.


 


		2.1.2	A321
                                            XLR Aircraft Specification



 


The A321
XLR Aircraft standard specification is currently based on a combination of the A321 NEO Standard Specification and the A321 XLR
Changes as set out hereunder.


 


The standard specification of the A321XLR
aircraft shall be derived from the current A321 NEO Standard Specification to include *** as detailed below in Clause 2.1.3, and ***,
all as required during the development of such A321XLR aircraft (collectively the “A321 XLR Changes”).


 


The implementation
of the A321 XLR Changes shall be reflected in the first issue of the A321XLR aircraft standard specification (the “A321
XLR Standard Specification”). Such A321 XLR Standard Specification shall be issued by the Seller once the design of such A321XLR
aircraft type has been frozen (the “A321 XLR Specification Freeze”). Such A321 XLR Standard Specification shall ***
of the A321 NEO Standard Specification and the A321 XLR Changes, all references to such combination in this Agreement shall be deemed
to be references to the A321 XLR Standard Specification, and the implementation of the A321 XLR Changes through the A321 XLR Standard
Specification is hereby irrevocably accepted by the Buyer.


 


In addition
to the A321 XLR Standard Specification and subject to the conditions set forth in Clause 3.1.1, the Seller is developing, and shall offer
the Buyer the opportunity to select for implementation through SCNs, additional features specifically for the A321 XLR Aircraft, including:


 


		-	the ***, which is hereby selected
                                            by the Buyer for all A321 XLR Aircraft; and



		-	either the A321 XLR ACT Provisions, or both
                                            the A321 XLR ACT Provisions and the A321 XLR ACT, which are offered to the Buyer for selection.



 


Any feature currently offered as an ***
for an A321-200NX aircraft type that may be *** of the A321 XLR Standard Specification; any such feature shall however be available for
selection for the A321 XLR Aircraft ***.


 


With respect
to *** features that are ***, the Buyer hereby acknowledges that some of such *** or set forth in Appendix 1 to Exhibit A hereto may
not be ***d for A321 XLR Aircraft scheduled for delivery in earlier years and their point of embodiment shall be notified to the
Buyer by the Seller.


 


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	2.1.3	Design Weights






 


In line
with the respective Standard Specifications, the applicable design weights (Maximum Take-off Weight (“MTOW”),
Maximum Landing Weight (“MLW”) and Maximum Zero Fuel Weight (“MZFW”)), expressed in metric tons,
are the following:


 


	 	MTOW	MLW	MZFW
	A321
    XLR Aircraft	***	***	***
	A321
    NEO Aircraft	***	***	***
	A320
    NEO Aircraft	***	***	***

 


The A321 XLR Changes *** the Manufacturer’s
Weight Empty (“MWE”) set forth in § 13-10.01.00 of the A321 NEO Standard Specification. Such MWE *** is currently
estimated to be around ***.


 


It is agreed and understood that all
of the weights related to the A321 XLR Aircraft as set forth in this Clause 2.1 are current development targets and may be *** by the
Seller until A321 XLR Specification Freeze.


 


	2.1.4	Notwithstanding the provisions of Clause 2.1.3 above, the Buyer has
                                 elected that the Aircraft be manufactured with the following design weights ***, expressed in metric tons:



 


	 	MTOW	MLW	MZFW
	A321
    XLR Aircraft	***	***	***
	A321
    NEO Aircraft	***	***	***
	A320
    NEO Aircraft	***	***	***



  


	2.2	Specification Amendment



 


The parties
understand and agree that any Specification may be further amended following execution of this Agreement in accordance with the
terms of this Clause 2.


 


At *** to the Buyer, and for as long
as the Buyer has access to AirbusWorld, the Seller shall provide the Buyer, through the relevant application in AirbusWorld, with ongoing
access on a regular basis to the ***.


 


	2.2.1	Specification Change Notice



 


*** which
the Buyer may *** applicable to the relevant Aircraft type. *** set out in Exhibit B-1 and shall set out the SCN’s Aircraft embodiment
rank and shall also set forth, in detail, the particular change to be made to such Specification and the effect, if any, of such ***.
Upon the Buyer’s request, the Seller will, to the extent reasonably practicable, share with the Buyer any ***, provided the Buyer
provides the Seller with any required information related thereto. The Seller will not *** to the relevant Aircraft type.


 


 


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	2.2.2	MSCNs and Development Changes



 


Any Specification
may also be amended to incorporate changes deemed necessary by the Seller to improve the applicable Aircraft, prevent delay or ensure
compliance with this Agreement, as set forth in these Clauses 2.2.2.1 and 2.2.2.2.


 


	2.2.2.1	Manufacturer Specification Changes Notices



 


Any Specification
may be amended by the Seller through a Manufacturer Specification Change Notice (“MSCN”), which shall be substantially
in the form set out in Exhibit B-2 hereto and shall set out the MSCN’s Aircraft embodiment rank as well as, in detail, the
particular change to be made to such Specification and the effect, if any, of such change on performance, weight, Base Price of the Aircraft,
Delivery Date of the Aircraft affected thereby and interchangeability or replaceability requirements under such Specification. Upon the
Buyer’s request, the Seller will, to the extent reasonably practicable, share with the Buyer any relevant information it may have
concerning the effect of an MSCN on the cost such MSCN may have over the life of the Aircraft to which such MSCN applies, provided the
Buyer provides the Seller with any required information related thereto.


 


The Seller
will promptly notify the Buyer in writing of any MSCN applicable to any Aircraft and the reason for such MSCN. Except when the MSCN is
necessitated by an Aviation Authority directive or by equipment obsolescence, in which case the MSCN shall be accomplished without requiring
the Buyer’s consent, if the MSCN adversely affects the performance, weight, Base Price of the Aircraft, Delivery Date of the Aircraft
affected thereby or the interchangeability or replaceability requirements under the Specification, the Buyer shall have the right to
reject such MSCN within *** of the Buyer’s receipt of notice thereof. If the Buyer does not notify the Seller of the rejection
of the MSCN within such period, the MSCN shall be deemed accepted by the Buyer and the corresponding modification shall be accomplished.


 


Any MSCN issued to cover equipment obsolescence
will be issued at no additional cost to the Buyer.


 


	2.2.2.2	Development Changes



 


If the Seller revises the Specification
to incorporate changes to the Specification which have no adverse effect on any of the elements as set forth in Clause 2.2.2.1 above
(each, a “Development Change”), such revision shall be performed by the Seller without the Buyer’s consent.


 





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In such cases, the Seller shall provide
to the Buyer the details of all such changes on a regular basis.


 


	2.3	Propulsion Systems



 


	2.3.1	The Aircraft shall be equipped with a set of either two (2) *** engines
                                 or two (2) *** engines, upon selection referred to respectively as the “Propulsion Systems”,
                                 as more particularly described in the following table:



 


	 	***	***
	 

     

    A321 XLR Aircraft

     
	 

     

    ***

     
	 

     

    ***

     

	 

     

    A321 NEO Aircraft

     
	 

     

    ***

     
	 

     

    ***

     

	 

     

    A320 NEO Aircraft

     
	 

     

    ***

     
	 

     

    ***

     




 


* AET means Airbus Equivalent Thrust


 


	2.3.2	The Buyer will notify the Seller
                                            of its Propulsion Systems selections as follows:



 


		(i)	With
                                            respect to the fleet of A321 XLR Aircraft to be delivered under the Agreement, no later than
                                            *** prior to the Scheduled Delivery Month of the first A321 XLR Aircraft of such fleet (in
                                            chronological order);



 


		(ii)	With
                                            respect to the fleet of A321 NEO Aircraft to be delivered under the Agreement, if purchased
                                            by the Buyer, no later than *** prior to the Scheduled Delivery Month of the first A321 NEO
                                            Aircraft of such fleet (in chronological order); and



 


		(iii)	With
                                            respect to the fleet of A320 NEO Aircraft to be delivered under the Agreement, if purchased
                                            by the Buyer, no later than *** prior to the Scheduled Delivery Month of the first A320 NEO
                                            Aircraft of such fleet (in chronological order).



 


Each such
selection shall be formalized by the execution of an SCN. The Buyer may select either, or a combination of both, Propulsion Systems
Manufacturers for respectively all or a portion of the Aircraft, and any of the Propulsion Systems listed in Clause 2.3.1.


 





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	2.4	Milestones



 


	2.4.1	Customization Milestones Chart 



 


Within a reasonable period prior to the
first customization milestone of the first Aircraft, the Seller shall provide the Buyer with a customization milestones chart (the “Customization
Milestones Chart”) which shall be valid for all Aircraft covered under the Agreement, unless otherwise agreed. The Customization
Milestones Chart shall set out the dates by which:


 





		1)	the Buyer shall, in relation
                                            to the Aircraft customization, take certain actions and decisions and provide to the Seller
                                            certain information and documentation (such as making its BFE selection);



 


		2)	specific SCNs shall be
                                            executed; and



 


		3)	the contractual definition
                                            of the Aircraft must be finalised by way of execution of all SCNs by the Buyer (the “Contractual
                                            Definition Freeze” or “CDF”), in order to enable a) the Seller
                                            to manufacture the Aircraft and b) incorporation of such SCNs into the manufacturing of the
                                            Aircraft and Delivery of the Aircraft in the Scheduled Delivery Month.



 


	2.4.2	Compliance with Customization
                                            Milestones



 


The Buyer
hereby agrees and acknowledges that any delay or failure by the Buyer to comply with any of the requirements referred to in Clauses 2.3
and 2.4.1 above may delay the Delivery of certain Aircraft under the Agreement. In such case, in addition to any other rights
and remedies available to the Seller under the Agreement and at law, the Seller shall be relieved from its obligation to deliver any
Aircraft affected by such delay or failure by the Buyer within their respective Scheduled Delivery Period(s). Upon the Buyer complying
with the corresponding requirements or finalising of the Contractual Definition Freeze, as applicable, the Seller shall use commercially
reasonable efforts to maintain the Scheduled Delivery Period(s) of all such affected Aircraft, failing which the Seller shall inform
the Buyer of new Scheduled Delivery Period(s) which shall be as close as possible to the original Scheduled Delivery Period(s) for such
affected Aircraft, subject to the Seller’s Industrial and Commercial Constraints.


 





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	3	PRICES



 


	3.1	Base Price of the Aircraft



 


The Base Price of each Aircraft is the
sum of:


 


(i)       the
Base Price of the Airframe and


 


(ii)       the
Base Price of the Propulsion Systems.


 


	3.1.1	Base Price of the Airframe



 


	3.1.1.1	The Base Price of the Airframe of an A321 XLR Aircraft is the sum
                                   of the following base prices:



 


		(i)	the Base Price of the Airframe corresponding
                                            to the A321 NEO Standard Specification and the A321 XLR Changes (excluding Buyer Furnished
                                            Equipment) as amended by Clause 2.1.4 and subject to Clause 2.1.2 (for clarity, ***), which
                                            is:



 


***
and


 


		(ii)	the sum of the Base Prices of any and all
                                            SCNs set forth in Appendix 1 to Exhibit A, which is:



 


***
and


 


		(iii)	the Base Price of the master charge,
                                            which is a *** Propulsion Systems are selected, which is:



 


*** and


 


		(iv)	the Base Price of the A321 XLR ACT
                                            Provisions, if selected by the Buyer in accordance with Clause 2, which is:



 


***
and


 


		(v)	the Base Price of the A321 XLR ACT,
                                            if selected by the Buyer in accordance with Clause 2 (and subject also to prior selection
                                            of the A321 XLR ACT Provisions), which is:



 


***


 


	3.1.1.2	The Base Price of the Airframe of an A321 NEO Aircraft, if purchased
                                   by the Buyer, is the sum of the following base prices:



 


		(i)	the Base Price of the Airframe as defined
                                            in the A321 NEO Standard Specification (excluding Buyer Furnished Equipment) as amended by
                                            Clause 2.1.4 (for clarity, ***, which is:



 





***
and


 





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		(ii)	the sum of the Base Prices of any and all
                                            SCNs set forth in Appendix 2 to Exhibit A, which is:



 


***
and


 


		(iii)	the Base Price of the master charge,
                                            which is a *** Propulsion Systems are selected, which is:



 


***


  


	3.1.1.3	The Base Price of the Airframe of an A320 NEO Aircraft, if purchased
                                   by the Buyer, is the sum of the following base prices:



 


		(i)	the Base Price of the Airframe as defined
                                            in the A320 NEO Standard Specification (excluding Buyer Furnished Equipment) as amended by
                                            Clause 2.1.4 (for clarity, ***), which is:



 


***
and


 


		(ii)	the sum of the Base Prices of any and all
                                            SCNs set forth in Appendix 3 to Exhibit A, which is:



 


***
and


 


		(iii)	the Base Price of the master charge,
                                            which is a *** Propulsion Systems are selected, which is:



 


***


 


	3.1.1.4	The Base Price of the Airframe has been established to correspond
                                   to the Base Period (***).



 


	3.1.2	Base Price of the Propulsion Systems



 


	3.1.2.1	The Base Price of a set of two (2) *** Propulsion Systems is:



 


***


 


The Base Price of such Propulsion Systems
has been established to correspond to *** delivery conditions and has been calculated from the Reference Price indicated by the Propulsion
System Manufacturer (such Reference Price corresponding to *** delivery conditions) of *** in accordance with Part 2 of Exhibit C.


 





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	3.1.2.2	The Base Price of a set of two (2) *** Propulsion Systems is:



 


***





 


The Base Price of such Propulsion Systems
has been established to correspond to *** delivery conditions and has been calculated from the Reference Price indicated by the Propulsion
System Manufacturer (such Reference Price corresponding to *** delivery conditions) of *** in accordance with Part 2 of Exhibit C.


 


	3.1.2.3	The Base Price of a set of two (2) *** Propulsion Systems is:



 


***


 


The Base Price of such Propulsion Systems
has been established to correspond to *** delivery conditions and has been calculated from the Reference Price indicated by the Propulsion
System Manufacturer (such Reference Price corresponding to *** delivery conditions) of *** in accordance with Part 2 of Exhibit C.


 


	3.1.2.4	The
                                            Base Price of a set of two (2) *** Propulsion Systems is:



 


***


 


The Base Price of such Propulsion Systems
has been established to correspond to *** delivery conditions and has been calculated from the Reference Price indicated by the Propulsion
System Manufacturer (such Reference Price corresponding to *** delivery conditions) of *** in accordance with Part 2 of Exhibit C.


 


	3.1.2.5	The
                                            Base Price of a set of two (2) *** Propulsion Systems is:



 


***


 


The Base Price of such Propulsion Systems
has been established to correspond to *** delivery conditions and has been calculated from the Reference Price indicated by the Propulsion
System Manufacturer (such Reference Price corresponding to January 2010 delivery conditions) of *** in accordance with Part 2 of Exhibit
C.


 


	3.2	Final Price of the Aircraft



 


The “Final Price” of each
Aircraft shall be the sum of:


 


		(i)	the Base Price of the Airframe, as adjusted
                                            to the applicable Delivery Date of such Aircraft in accordance with Clause 4.1; plus



 


		(ii)	the aggregate of all increases or decreases
                                            to the Base Price of the Airframe as agreed (or deemed accepted) by the parties in any Specification
                                            Change Notice, Manufacturer Specification Change Notice or part thereof applicable to such
                                            Airframe subsequent to the date of this Agreement, as adjusted to the Delivery Date of such
                                            Aircraft in accordance with Clause 4.1; plus






 





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		(iii)	the Reference Price of the Propulsion
                                            Systems as adjusted to the Delivery Date of such Aircraft in accordance with Clause 4.2;
                                            plus



 


		(iv)	the aggregate of all increases or decreases
                                            to the Reference Price of the Propulsion Systems as agreed by the parties in any Specification
                                            Change Notice or part thereof applicable to such Propulsion Systems subsequent to the date
                                            of this Agreement, as adjusted to the Delivery Date of such Aircraft in accordance with Clause
                                            4.2; plus



 


		(v)	any other amount due by the Buyer to the
                                            Seller pursuant to this Agreement and/or any other written agreement between the Buyer and
                                            the Seller relating to such Aircraft.



 





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	4	PRICE
                                            ***



 


	4.1	Seller Price ***



 


The Base Prices of the Airframe and of
the SCNs, Manufacturer Specification Change Notice or parts thereof applicable to such Airframe are subject to ***, in accordance with
the Seller Price ***.


 


	4.2	Propulsion Systems ***



 


	4.2.1	The
                                            Reference Price of the Propulsion Systems and the Base Price of the SCNs or parts
                                            thereof applicable to such Propulsion Systems are subject to ***, in accordance with the
                                            Propulsion Systems Price ***.



 


	4.2.2	The Reference Price of the Propulsion Systems, the prices of any related
                                 equipment, the Propulsion Systems designation(s) and the Propulsion Systems Price *** are based on information
                                 received from the Propulsion Systems Manufacturer and ***. If the Propulsion Systems Manufacturer provides
                                 written notice of any such amendment, the amendment shall be deemed to be incorporated into this Agreement
                                 and the Reference Price of the Propulsion Systems, the prices of the related equipment, the Propulsion
                                 Systems designation(s) and the Propulsion Systems Price *** shall be adjusted accordingly. The Seller
                                 agrees to notify the Buyer as soon as the Seller receives notice of any such amendment from the Propulsion
                                 Systems Manufacturer.



 





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	5	PAYMENT
                                            TERMS



 


	5.1	Seller’s Account



 


The Buyer shall pay the Predelivery Payments,
the Balance of the Final Price and any other amount due by the Buyer hereunder in immediately available funds in United States dollars
to:


 


Beneficiary
                                            Name: ***


Account No.: ***


with: ***


SWIFT: ***


ABA: ***


***


New York, NY 10019,


USA





 


or to such other account as may be designated
by the Seller in writing to the Buyer. Payments with due dates that fall on a day that is not a Business Day shall be due on the next
Business Day following such due date.


 


	5.2	***



 


The Seller acknowledges that it has received
from the Buyer ***. The Seller shall ***.


 


	5.3	*** Payments



 


***


 


	5.5	Taxes



 


	5.5.1	The amounts stated in this Agreement to be payable by the Buyer are
                                 exclusive of value added tax, sales tax and/or similar tax (“VAT”) chargeable under
                                 the applicable laws of any jurisdiction and accordingly the Buyer shall pay any VAT chargeable with
                                 respect to any Aircraft, component, accessory, equipment, part or service delivered or furnished under
                                 this Agreement. The Seller shall (i) comply with all applicable laws regarding VAT collection and remittance
                                 and (ii) issue proper VAT invoices in a timely manner. ***



 


	5.5.2	The Seller shall pay all Taxes not allocated to the Buyer under Clause
                                 5.5.1 (except for Taxes based on or measured by the income of the Buyer or any Taxes levied against
                                 the Buyer for the privilege of doing business in any jurisdiction), levied, assessed, charged or collected,
                                 on or prior to Delivery of any Aircraft, for or in connection with the fabrication, manufacture, assembly,
                                 modification, sale, delivery and use under this Agreement of such Aircraft or any component, accessory,
                                 equipment, part, service, instructions or data installed thereon, incorporated therein or furnished
                                 under this Agreement (except Buyer Furnished Equipment referred to in Clause 18).



 





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	5.5.3	The Buyer shall pay all Taxes not assumed by the Seller under Clause
                                 5.5.2, except for Taxes based on or measured by the income of the Seller or any Taxes levied against
                                 the Seller for the privilege of doing business in any jurisdiction.



 


	5.5.4	***



 


	5.5.5	***



 


	5.5.6	“Taxes” means any present or future tax, stamp or
                                 other taxes, levies, imposts, duties, charges, fees, deductions or withholdings arising from the transactions
                                 contemplated or effectuated under this Agreement, now or hereafter imposed, levied, collected, withheld
                                 or assessed by any governmental authority or any political subdivision or taxing authority thereof or
                                 therein.



 


	5.6	Application of Payments



 


Notwithstanding any other rights the
Seller may have at contract or at law, the Buyer and the Seller hereby agree that should any *** become due and payable
and not be paid in full in immediately available funds on its due date, ***, the Seller shall have the right to debit and apply, in whole or in part, the Predelivery Payments paid to the Seller by
the Buyer against such unpaid Applicable Payment. The Seller shall promptly notify the Buyer in writing after such debiting and application,
and the Buyer shall pay to the Seller, ***, the amount required to comply with Clause
5.3.3.


 


For the purposes of this Clause 5.6,
 *** shall mean any *** required to be made under this Agreement.


 


	5.7	Setoff Payments



 


Notwithstanding anything to the contrary
contained herein, before being required to make any payments to the Buyer, the Seller will have the right, ***, to deduct from any such payments an amount equal to any other amounts that are overdue to the Seller
by the Buyer under this Agreement, ***


 





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	5.8	Overdue Payments



 


If any
payment due to the Seller is not received by the Seller on the date or dates due, the Seller shall have the right to claim from the Buyer,
and the Buyer shall promptly pay to the Seller upon receipt of such claim, interest at the Default Rate per annum on the amount of such
overdue payment, to be calculated from and including the due date of such payment to (but excluding) the date such payment is received
by the Seller. The Seller's right to receive such interest shall be in addition to any other rights of the Seller hereunder or at law.***


 


	5.9	Proprietary Interest



 


Notwithstanding any provision of law
to the contrary, the Buyer shall not, by virtue of anything contained in this Agreement (including, without limitation, any *** Predelivery Payments hereunder, or any designation or identification by the Seller of a particular aircraft as an Aircraft to
which any of the provisions of this Agreement refers) acquire any proprietary, insurable or other interest whatsoever in any Aircraft
before Delivery of and payment for such Aircraft, as provided in this Agreement.


 


	5.10	Payment in Full



 


The Buyer’s obligation to make
payments to the Seller hereunder shall not be affected by and shall be determined without regard to any setoff, counterclaim, recoupment,
defense or other right that the Buyer may have against the Seller or any other person and all such payments shall be made without deduction
or withholding of any kind. The Buyer shall ensure that the sums received by the Seller under this Agreement shall be equal to the full
amounts expressed to be due to the Seller hereunder, without deduction or withholding on account of and free from any and all taxes,
levies, imposts, duties or charges of whatever nature, except that if the Buyer is required by law to make any such deduction or withholding
the Buyer shall pay such additional amounts to the Seller as may be necessary so that the net amount received by the Seller after such
deduction or withholding shall equal the amounts that would have been received in the absence of such deduction or withholding. The Buyer
and the Seller shall cooperate in preparing and filing any tax forms required to minimize or eliminate any such deduction or withholding
(e.g., IRS Form W-8BEN-E).


 





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If the Buyer is required by law to make
any such deduction or withholding, the Buyer will:


 


		(i)	ensure that the deduction or withholding
                                            does not exceed the minimum amount legally required;



 


		(ii)	timely pay to the relevant taxation authority
                                            or other authorities the full amount of the deduction or withholding (including the full
                                            amount of any deduction or withholding from any additional amount paid pursuant hereto);
                                            and



 


		(iii)	timely provide to the Seller an official
                                            receipt from the relevant taxation authorities involved for all amounts so deducted or withheld
                                            or, if such receipts are not issued by the tax authorities concerned, a certificate of deduction
                                            or equivalent evidence of the relevant deduction or withholding.



 


***.


 


	5.11	***



 


	5.12	Other Charges



 


Unless expressly stipulated otherwise,
any charges due under this Agreement other than those set out in Clauses 5.2, 5.3 and 5.8 shall be paid by the Buyer at the same time
as payment of the Balance of the Final Price or, if invoiced after Delivery, within *** after the invoice date.


 





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	6	MANUFACTURE
                                            PROCEDURE - INSPECTION



  


	6.1	Manufacture Procedures



 


The Airframe shall be manufactured in
accordance with this Agreement and the relevant requirements of the laws of the jurisdiction of incorporation of the Seller or of its
relevant Affiliate as enforced by the Aviation Authority of such jurisdiction.


  


	6.2	Inspection



 


	6.2.1	The
                                            Buyer or its duly authorized representatives (the “Buyer’s Inspector(s)”)
                                            shall be entitled to inspect the manufacture of the Airframe and all materials and parts
                                            obtained by the Seller (and its subcontractors) for the manufacture of the Airframe, attend
                                            inspection presentations and have access to the relevant logbooks (each an “Inspection”).
                                            The Seller will provide the Buyer reasonable notice of the start of each Inspection.
                                            Each Inspection shall be subject to the following terms and conditions;



 


		(i)	any Inspection shall be conducted pursuant
                                            to the Seller’s system of inspection and the relevant Seller procedures, as developed
                                            under the supervision of the relevant Aviation Authority;



 


		(ii)	the Buyer’s Inspector(s) shall
                                            have access to such relevant technical data, including documentation, as is reasonably necessary
                                            for the purpose of each Inspection;



 


		(iii)	any Inspection and any related discussions
                                            with the Seller and other relevant personnel by the Buyer’s Inspector(s) shall be at
                                            reasonable times during business hours and shall take place in the presence of the relevant
                                            inspection department personnel of the Seller;



 


		(iv)	the Inspections shall be performed in a
                                            manner not to unduly delay or hinder the manufacture or assembly of the Aircraft or the performance
                                            of this Agreement by the Seller or any other work in progress at the Manufacture Facilities.



 


Without prejudice to Clause 5.9, the
Seller shall not, without the prior written consent of the Buyer, permit any representatives, employees, agents or personnel of any airline
or customer of the Seller (other than the Buyer) to physically access or inspect any Aircraft or any designs or specifications relating
to any Aircraft.


 


Upon the
Buyer’s Inspector(s) reasonable request, the Seller shall use reasonable efforts to allow the Buyer’s Inspector(s) to see
the Airframes and get a status thereof. The Inspections will be provided to the Buyer based on the then prevailing catalogue of
inspections made available by the Seller to all its customers.


 


The Buyer’s Inspector(s) shall
be entitled to inspect the cabin for each Aircraft at its Delivery Location.


 





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	6.2.2	Location of Inspections



 


The Buyer’s Inspector(s)
shall be entitled to conduct any such Inspection at the relevant Manufacture Facility of the Seller or its Affiliates and at the Manufacture
Facilities of the sub-contractors provided that if access to any part of the Manufacture Facilities where the Airframe manufacture is
in progress or materials or parts are stored are restricted for security or confidentiality reasons, the Seller shall be allowed reasonable
time to make the relevant items available elsewhere.


 


	6.3	Seller’s Service for Buyer’s Inspector(s)



 


For the purpose of the Inspections, and
starting from a mutually agreed date until the Delivery Date, the Seller shall furnish without additional charge administrative assistance,
as well as suitable space and office equipment including internet, facsimile and telephone in or conveniently located with respect to
the Delivery Location for the use of a reasonable number of Buyer’s Inspector(s) which shall not exceed six (6).


 


	6.4	No Effect on Buyer’s Rights



 


The Buyer’s participation in or
acts in connection with any Inspections for the applicable Aircraft shall not impair any other rights of the Buyer that may be applicable
to any Aircraft, after Delivery thereof, as set forth in the Agreement.


 





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	7	CERTIFICATION





 


Except
as set forth in this Clause 7, the Seller shall not be required to obtain any certificate or approval with respect to the Aircraft.
If any certificate identified in this Agreement, or use thereof, becomes ineffective or otherwise is no longer effective, withdrawn or
superseded after execution of this Agreement, then any reference to such certificate in this Agreement will be deemed to be a reference
to any other certificate or instrument issued by the applicable Aviation Authority that replaces or otherwise corresponds to such certificate.


 





		7.1	Type Certification



 


The Seller shall obtain or cause to be
obtained a type certificate for each type of Aircraft issued by each of the EASA and the FAA in the transport category (the “Type
Certificate”) prior to Delivery of the first Aircraft of such type, in a manner that allows the issuance of the Export Certificate
of Airworthiness for each Aircraft.


 





		7.2	Export Certificate of Airworthiness 



 


Subject to the provisions of Clause 7.3,
the Seller shall cause each Aircraft to be delivered to the Buyer with an Export Certificate of Airworthiness (without any limitation
or restriction, unless otherwise agreed between the parties) and in a condition enabling the Buyer (or an eligible person selected by
the Buyer, if the Buyer so elects, which election shall be notified to the Seller in writing) to obtain at the time of Delivery a Standard
Airworthiness Certificate issued pursuant to Part 21 of the US Federal Aviation Regulations and a Certificate of Sanitary Construction
issued by the U.S. Public Health Service of the Food and Drug Administration. However, the Seller shall have no obligation to make and
shall not be responsible for any costs of alterations or modifications to such Aircraft to enable such Aircraft to meet FAA or U.S. Department
of Transportation requirements that arise solely due to specific operation requirements on the Buyer’s specific routes, whether
before, at or after Delivery of any Aircraft.


 


If the FAA requires additional or modified
data before the issuance of the Export Certificate of Airworthiness, the Seller shall provide such data or implement the required modification
to the data, in either case, at the Seller’s cost.


 





		7.3	Specification Changes before Aircraft Ready
                                            for Delivery



 
	7.3.1	If, any time before the date on which any Aircraft
    is Ready for Delivery, any law, rule, directive, order or regulation is enacted, promulgated, becomes effective and/or an interpretation
    of any law, rule, directive, order or regulation is issued by the EASA or FAA that requires any change to the applicable Specification
    for the purposes of obtaining the Export Certificate of Airworthiness or the Standard Airworthiness Certificate referred to in Clause
    7.2 (a “Change in Law”), the Seller shall make the required change to comply with such Change in Law and, if applicable,
    the parties hereto shall execute an SCN or MSCN pursuant to Clause 2.2.


 






    
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		7.3.2	The Seller shall as far as practicable, without
                                            prejudice to Clause 7.3.3 (ii), take into account the information available to it concerning
                                            any proposed law, rule, directive, order or regulation or interpretation that could become
                                            a Change in Law, in order to minimize the costs of changes to the applicable Specifications
                                            as a result of such proposed law, rule, directive, order, regulation or interpretation becoming
                                            effective before the date on which the applicable Aircraft is Ready for Delivery.



 





		7.3.3	The cost of implementing the required modifications
                                            referred to in Clause 7.3.1 shall be:



 


***


 


		7.3.4	Notwithstanding the provisions of Clause 7.3.3,
                                            ***.



 


 


		7.4	Specification Changes after Aircraft Ready
                                            For Delivery



 


Nothing in Clause 7.3 shall require the
Seller to make any changes or modifications to, or to make any payments or take any other action with respect to, any Aircraft after
it is Ready for Delivery before the compliance date of any law or regulation referred to in Clause 7.3. Any such changes or modifications
made to an Aircraft after it is Ready for Delivery shall be at the ***.


 






    
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	8	TECHNICAL ACCEPTANCE


 





		8.1	Technical Acceptance
                                            Process



 


		8.1.1	Prior
                                            to Delivery, each Aircraft shall undergo a technical acceptance process developed by the
                                            Seller that demonstrates the satisfactory functioning of the Aircraft in accordance with
                                            the Specification (the “Technical Acceptance Process”). Completion of
                                            the Technical Acceptance Process shall demonstrate the satisfactory functioning of such Aircraft
                                            and shall be deemed to demonstrate compliance with the Specification. Should it be established
                                            that such Aircraft does not comply with the Technical Acceptance Process requirements, the
                                            Seller shall without hindrance from the Buyer carry out, at the Seller’s expense, any
                                            necessary changes to correct such non-compliance and, as soon as practicable thereafter,
                                            resubmit such Aircraft to such further Technical Acceptance Process as is necessary to demonstrate
                                            the elimination of the non-compliance and complete the Technical Acceptance Process (and
                                            for the avoidance of doubt, to the extent that the non-compliance relates to matters requiring
                                            an additional flight, then such further Technical Acceptance Process shall include such additional
                                            flight). The Buyer will be entitled to request that additional demonstrations be performed
                                            during the Technical Acceptance Process, and the Seller will consider such request in good
                                            faith. During the Technical Acceptance Process, the Buyer’s Inspector(s) shall
                                            be entitled to raise any concerns with respect to any non-compliance of the Aircraft with
                                            the Technical Acceptance Process requirements and the seller shall advise the Buyer of the
                                            actions it has taken to rectify such non-compliance. Any agreements between the Buyer and
                                            the Seller with respect to any non-compliance issues demonstrated during the Technical Acceptance
                                            Process will be documented in a separate written agreement. There shall be no duplicate remedies
                                            available to the Buyer with respect to any such non-compliance issues demonstrated during
                                            the Technical Acceptance Process set forth in such separate written agreement and this Agreement.



 


		8.1.2	The Technical Acceptance
                                            Process shall:



 


		(i)	commence
                                            on a date notified by the Seller to the Buyer, subject to Clause 9.1.3. In the event
                                            an Aircraft fails any Technical Acceptance Process, any resubmission of such Aircraft to
                                            further Technical Acceptance Process shall commence, and the Seller shall notify the Buyer
                                            of such commencement, as quickly as practicable following such failure;



 


		(ii)	take place at the
                                            Delivery Location;



 


		(iii)	be carried out
                                            by the personnel of the Seller; and



 


		(iv)	include an engine
                                            run, ground checks, static tests and a technical acceptance flight, conducted at the Seller’s
                                            expense, that shall not be less than *** and may not *** unless necessary to complete the
                                            Technical Acceptance Process (the “Technical Acceptance Flight”). It is
                                            understood by the parties that the content of the Technical Acceptance Process may evolve
                                            in the future, however it shall always include a Technical Acceptance Flight.



 






    
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		8.2	Buyer’s Attendance



 


		8.2.1	The Buyer shall be entitled to attend the
                                            Technical Acceptance Process.



 


		8.2.2	If the Buyer elects to attend the Technical
                                            Acceptance Process, the Buyer:



 


		(i)	shall comply with
                                            the reasonable requirements of the Seller, with the intention of completing the Technical
                                            Acceptance Process within ***;



 


		(ii)	may have a maximum
                                            of *** of its representatives (no more than *** of whom shall have access to the cockpit
                                            at any one time) accompany the Seller’s representatives on the Technical Acceptance
                                            Flight, during which the Buyer’s representatives shall comply with the instructions
                                            of the Seller’s representatives; and



 


		(iii)	***                                            



 


		8.2.3	If the Buyer except in good faith for legitimate
                                            reasons beyond the Buyer’s control, does not attend or fails to cooperate in the Technical
                                            Acceptance Process, the Seller shall be entitled to complete the Technical Acceptance Process
                                            and the Buyer shall be deemed to have accepted that the Technical Acceptance Process has
                                            been completed, in all respects, and the Seller will furnish such data with respect to such
                                            tests as the Buyer may reasonably request.



 





		8.3	Certificate of Acceptance



 


Following completion of the Technical
Acceptance Process, the Buyer shall, on or before the Delivery Date, execute and deliver to the Seller a certificate of acceptance in
respect of the applicable Aircraft in the form of Exhibit D (the “Certificate of Acceptance”).


 


		8.4	Finality of Acceptance



 


The Buyer’s execution of the Certificate
of Acceptance for the applicable Aircraft, and the parties execution of any written agreement referenced in Clause 8.1.1, shall constitute
waiver by the Buyer of any right it may have, under the Uniform Commercial Code as adopted by the State of New York or otherwise, to
revoke acceptance of such Aircraft for any reason, whether known or unknown to the Buyer at the time of acceptance.


 






    
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		8.5	No Effect on Buyer’s
                                            Rights



 


The Buyer’s execution of the Certificate
of Acceptance for the applicable Aircraft shall not impair any other rights of the Buyer that may be applicable to any Aircraft, after
Delivery thereof, as set forth in the Agreement.


 





		8.6	Aircraft Utilization



 


		8.6.1	The Seller shall, without payment or other
                                            liability, be entitled to use any Aircraft before its Delivery solely as may be necessary
                                            to obtain the certificates required under Clause 7. Such use shall not limit the Buyer’s
                                            obligation to accept Delivery hereunder.



 


		8.6.2	The Seller shall, without specific agreement
                                            of the Buyer, be authorized to use the Aircraft ***, whichever occurs first, for any purpose
                                            other than the ones referred to in Clause 8.6.1 above but which are related to aircraft technical
                                            development. The Seller shall ***.



 


		8.6.3	The Seller shall not use any such Aircraft
                                            for additional testing beyond what is provided for in Clauses 8.6.1 and 8.6.2 above without
                                            first obtaining the Buyer’s prior written consent. The Seller will provide the Buyer
                                            with a summary of the accumulated hours and cycles for each Aircraft and the primary reason
                                            for each flight and the result thereof.



 






    
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		9	DELIVERY



 


		9.1	Delivery Schedule



 


		9.1.1	Except
                                            as otherwise provided in this Agreement, the Seller shall have the Aircraft Ready for
                                            Delivery at the Delivery Location as follows:



 


***


 





Each of such quarters
shall be, with respect to the corresponding Aircraft, its “Scheduled Delivery Quarter”.


 


The Seller shall notify
the Buyer of the delivery month (the “Scheduled Delivery Month”) for each Aircraft no later than *** prior to the
first day of such Aircraft’s Scheduled Delivery Quarter.


 


		9.1.2	The delivery schedule set forth in Clause
                                            9.1.1 with respect to the A321 XLR Aircraft is ***.



 


The respective Scheduled Delivery Quarters
quoted above remain subject to the Propulsion Systems type availability from the Propulsion System Manufacturers at the time of the Buyer’s
selection as set forth in Clause 2.3.


 


		9.1.3	The Seller shall give the Buyer at least (i)
                                            ***. Thereafter the Seller shall notify the Buyer of any change to such dates.



 





		9.2	Delivery Process



 


		9.2.1	The Buyer shall send its representatives to
                                            the Delivery Location to take Delivery of each Aircraft within *** after the date on which
                                            such Aircraft is Ready for Delivery (or, if such day is not a Business Day, on the first
                                            Business Day thereafter), and collect the Aircraft from the Delivery Location.



 


		9.2.2	The
                                            Seller shall deliver and transfer title to each Aircraft to the Buyer free and clear of all
                                            liens, claims, charges and encumbrances (except for any liens, claims, charges or encumbrances
                                            created by or on behalf of the Buyer) provided that the Balance of the Final Price of such
                                            Aircraft has been paid by the Buyer pursuant to Clause 5.4 and that the Certificate of Acceptance
                                            has been executed and delivered to the Seller pursuant to Clause 8.3. The Seller shall provide
                                            the Buyer with (a) a bill of sale in the form of Exhibit E-1 if the Delivery Location is
                                            located outside of the *** or in the form of Exhibit E-2 if the Delivery Location is located
                                            in *** (the “Bill of Sale”), (b) an FAA Form 8050-2 or any successor form
                                            thereto (the “FAA Bill of Sale”), (c) such other documentation confirming
                                            transfer of title and receipt of the Final Price of such Aircraft as may reasonably be requested
                                            by the Buyer and (d) if *** is the Delivery Location, a warranty from Airbus S.A.S.
                                            in the form of Exhibit J (the “Airbus S.A.S. Warranty”). Title to and
                                            risk of loss of or damage to such Aircraft shall pass to the Buyer contemporaneously with
                                            the delivery by the Seller to the Buyer of such Bill of Sale.



 


		9.2.3	If, by the date specified in Clause 9.2.1,
                                            the Buyer fails to:



 






    
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		(i)	deliver
                                            the executed Certificate of Acceptance to the Seller, or



 


		(ii)	pay
                                            to the Seller the Balance of the Final Price of the applicable Aircraft in accordance with
                                            this Agreement,



 


then the Buyer shall be deemed to have
rejected Delivery wrongfully when such Aircraft was duly tendered to the Buyer hereunder. If such a deemed rejection arises, and in addition
to any applicable remedies in Clause 5.8, (a) the Seller shall retain title to such Aircraft, and (b) the Buyer shall indemnify and hold
the Seller harmless against any and all costs *** resulting from the Buyer’s failure ***, it being understood that the Seller shall
be under no duty to the Buyer to store, park, insure or otherwise protect the Aircraft.


 


These rights of the Seller shall be in
addition to the Seller’s other rights and remedies under this Agreement.


 


If the Buyer fails to collect the Aircraft
as mentioned in Clause 9.2.1 above and without prejudice to the Seller’s other rights under this Agreement or at law, the provisions
of Clause 9.2.3 (b) shall apply.


 





		9.3	Flyaway



 


		9.3.1	The
                                            Buyer and the Seller shall cooperate to obtain any licenses that may be required by the Aviation
                                            Authority of the Delivery Location for the purpose of exporting each Aircraft. If
                                            approval from such Aviation Authority is delayed for any reason not attributable to the Buyer,
                                            such that any Aircraft cannot be exported on the date of Delivery thereof, then the Seller,
                                            at the Seller’s expense, shall park and store such Aircraft for a reasonable period
                                            of time until such approval is issued.



 


		9.3.2	All operating expenses of, or connected with,
                                            flying the Aircraft from the Delivery Location after Delivery shall be borne by the Buyer.
                                            The Buyer will make direct arrangements with the supplying companies for the fuel and oil
                                            required for all post-Delivery flights.



 





		9.4	Power of attorney



 


With respect to each Aircraft and prior
to Delivery thereof, (i) the Seller will present to the Buyer a copy of the power of attorney designating and authorizing the applicable
persons to act on its behalf and to execute the transfer of title documents for such Aircraft Delivery and (ii) the Buyer will present
to the Seller a copy of the power of attorney designating and authorizing the applicable persons to act on its behalf and to execute
the documents necessary for such Aircraft Delivery.


 






    
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	10	EXCUSABLE DELAY AND TOTAL LOSS


 





		10.1	Scope of Excusable Delay



 


Neither
the Seller nor any Affiliate of the Seller shall be responsible for or be deemed to be in default on account of delays in delivery of
the Aircraft or failure to deliver or otherwise in the performance of this Agreement or any part hereof due to causes beyond the Seller’s,
or any Affiliate’s control and not occasioned by the Seller’s or any Affiliate’s fault or negligence (“Excusable
Delay”), which may include: (i) acts of God or the public enemy, natural disasters, fires, floods, storms beyond ordinary strength,
explosions or earthquakes; epidemics or quarantine restrictions; serious accidents; any applicable law, decision, regulation, directive
or other act (whether or not having the force of law) of any government or of the Council of the European Community or the Commission
of the European Community or of any national, Federal, State, municipal or other governmental department, commission, board, bureau,
agency, court or instrumentality, domestic or foreign; governmental priorities, regulations or orders affecting allocation of materials,
facilities or a completed Aircraft; war, civil war or warlike operations, terrorism, insurrection or riots; failure of transportation;
strikes or labor disputes causing cessation, slow down or interruption of work; delay in obtaining any airworthiness or type certification;
(ii) inability after due and timely diligence to procure materials, accessories, equipment or parts, or the failure of a subcontractor
or supplier to furnish materials, components, accessories, equipment or parts, in each case, if caused by events set forth in
(i); (iii) any delay caused directly by the action or inaction of the Buyer; and (iv) delay in delivery or otherwise in the performance
of this Agreement by the Seller due in whole or in part to any delay in or failure of the delivery of, or any other event or circumstance
relating to, the Propulsion Systems or Buyer Furnished Equipment.


 





		10.2	Consequences of Excusable Delay



 
	10.2.1	If an Excusable Delay occurs in respect of any particular Aircraft:


 


		(i)	the Seller shall notify the Buyer in writing
                                            of such Excusable Delay as soon as practicable after becoming aware of the same;



 


		(ii)	the Seller shall not be deemed to be in
                                            default in the performance of its obligations hereunder as a result of such Excusable Delay;



 


		(iii)	the Seller shall not be responsible for
                                            any damages arising from or in connection with such Excusable Delay suffered or incurred
                                            by the Buyer;



 


		(iv)	the Seller shall use commercially reasonable
                                            efforts to minimize the duration of such Excusable Delay; and



 
	 	(v)	the Seller shall as soon as practicable after the removal
    of the cause of such Excusable Delay resume performance of its obligations under this Agreement and in particular shall notify the
    Buyer of the revised Scheduled Delivery Month for such Aircraft, and Seller shall treat Buyer in a like manner as Seller’s
    other customers of aircraft of a similar type affected by similar circumstances to that of the Excusable Delay.


 






    
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		10.3	Price *** Payments for Excusable Delay 



 





		10.3.1	For each Aircraft affected by an Excusable
                                            Delay, and provided such Excusable Delay is ***



 


For each Aircraft affected by an Excusable
Delay, the Propulsion Systems ***.


 


		10.3.2	Provided that any Excusable Delay is ***.



 





		10.4	Termination on Excusable Delay



 


		10.4.1	If any Delivery of any Aircraft is delayed
                                            as a result of one (1) or more Excusable Delays for a period of more than ***.



 


		10.4.2	If the Seller advises the Buyer in its notice
                                            of a revised Scheduled Delivery Month pursuant to Clause 10.2.1(v) that there shall be a
                                            delay in Delivery of an Aircraft of more than ***.



 


		10.4.3	If this Agreement ***. The Seller shall notify
                                            the Buyer of the new Scheduled Delivery Month *** referred to
                                            in Clause 10.4.1 or 10.4.2, and this new Scheduled Delivery Month shall be deemed to be an
                                            amendment to the applicable Scheduled Delivery Month in Clause 9.1.



 





		10.5	Total Loss, Destruction or Damage



 


If, prior to Delivery, any Aircraft is
lost, destroyed or in the reasonable opinion of the Seller is damaged beyond economic repair (“Total Loss”), the Seller
shall, ***, notify the Buyer to this effect. The Seller shall include in said notification (or as soon after the issue of the notice
as such information becomes available to the Seller) the earliest date consistent with the Seller's other commitments and production
capabilities that an aircraft to replace the Aircraft may be delivered to the Buyer and the Scheduled Delivery Month shall be extended
as specified in the Seller's notice to accommodate the delivery of the replacement aircraft; provided, however, that if the Scheduled
Delivery Month is extended to a month that is later than *** after the last day of the original Scheduled Delivery Month ***:


 


		(i)	the Buyer notifies the Seller ***; and



 


		(ii)	the parties execute an amendment to this
                                            Agreement recording the change in the Scheduled Delivery Month.



 


Nothing herein shall require the Seller
to manufacture and deliver a replacement aircraft if such manufacture would require the reactivation of its production line for the model
or series of aircraft that includes the Aircraft.


 






    
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		10.6	Termination Rights Exclusive



 


***,
such termination shall discharge all obligations and liabilities of the parties hereunder with respect to such affected Aircraft and
undelivered material, services, data or other items applicable thereto and to be furnished under the Agreement.


 


If a termination
of this Agreement pursuant to the provisions of Clause 10.4 occurs with respect to an Aircraft in which *** prior to the date of
such termination, the Seller shall at the Seller’s option, either (i) ***, or (ii) ***


 


		10.7	Remedies



 


THIS CLAUSE 10 SETS FORTH THE SOLE AND
EXCLUSIVE REMEDY OF THE BUYER FOR DELAYS IN DELIVERY OR FAILURE TO DELIVER AN AIRCRAFT, OTHER THAN SUCH DELAYS AS ARE COVERED BY CLAUSE
11, AND THE BUYER HEREBY WAIVES ALL RIGHTS TO WHICH IT WOULD OTHERWISE BE ENTITLED IN RESPECT THEREOF, INCLUDING, WITHOUT LIMITATION,
ANY RIGHTS TO INCIDENTAL AND CONSEQUENTIAL DAMAGES OR SPECIFIC PERFORMANCE. THE BUYER SHALL NOT BE ENTITLED TO CLAIM THE REMEDIES AND
RECEIVE THE BENEFITS PROVIDED IN THIS CLAUSE 10 WHERE THE DELAY REFERRED TO IN THIS CLAUSE 10 IS CAUSED DIRECTLY BY THE ACTION OR INACTION
OR FAULT OF THE BUYER.


 






    
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	11	INEXCUSABLE DELAY


 





		11.1	Liquidated Damages



 


Should an Aircraft not be Ready for Delivery
*** may be changed pursuant to Clauses 2, 7 and/or 10)***


		(a)	***, or



		(b)	*** 



and such delay is not as a result of
an Excusable Delay or Total Loss, then such delay shall be termed an “Inexcusable Delay”.


 


*** the Buyer will have the right to
claim and the Seller will pay to the Buyer, ***, liquidated damages
of:


 


***





In no event will the total amount of
liquidated damages ***:


 


***


 


***  the Buyer will have the right to
claim and the Seller will pay to the Buyer, for ***:


 


***


 


In no event will the total amount of
liquidated damages ***:


 


***


 


The Buyer shall submit a written claim
for liquidated damages to the Seller after Delivery of the affected Aircraft. Should the Seller fail to pay such liquidated damages for
the affected Aircraft within ***.


 





		11.2	Price Revision and Predelivery Payments
                                            for Inexcusable Delay 



 





		11.2.1	For each Aircraft affected by an Inexcusable
                                            Delay, the Seller Price *** set forth in Part 1 of Exhibit C hereto *** with respect to such Aircraft.



 






    
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For each Aircraft affected by an Inexcusable
Delay, the Propulsion Systems Price *** set forth in Part 2 of Exhibit C hereto *** of the Propulsion Systems
Reference Price *** with respect to such Aircraft.


 


		11.2.2	When the Seller has notified the Buyer in
                                            writing of the *** resulting from an Inexcusable Delay (the “Revised NED SDM”),
                                            the payment schedule *** in respect of the affected Aircraft
                                            are deemed to be based on such *** for such affected Aircraft.



 





		11.3	Renegotiation



 


If, as a result of an Inexcusable Delay,
the Delivery does not occur *** the Buyer shall have the right, exercisable by written notice to the Seller given between ***, to require
from the Seller a *** for the affected Aircraft. Unless otherwise agreed between the Seller and the Buyer during such renegotiation,
the said ***.


 





		11.4	Termination



 


If, as a result of *** Inexcusable Delays,
the Delivery of an Aircraft ***, then the Buyer shall have the right exercisable by written notice to the Seller, given between ***,
to terminate this Agreement in respect of the affected Aircraft.


 


If, as a result of *** Inexcusable Delays,
the Delivery of an Aircraft does not occur ***, then the Seller shall have the right exercisable by written notice to the Buyer, given
between ***, to terminate this Agreement in respect of the affected Aircraft.


 


***.


 


		11.5	Termination Rights Exclusive



 


***,
such termination shall discharge all obligations and liabilities of the parties hereunder with respect to such affected Aircraft and
undelivered material, services, data or other items applicable thereto and to be furnished under the Agreement.


 


***,
the Seller shall at the Seller’s option, either ***.


 


		11.6	Remedies



 


THIS CLAUSE 11 SETS FORTH THE SOLE AND
EXCLUSIVE REMEDY OF THE BUYER FOR DELAYS IN DELIVERY OR FAILURE TO DELIVER, OTHER THAN SUCH DELAYS AS ARE COVERED BY CLAUSE 10, AND THE
BUYER HEREBY WAIVES ALL RIGHTS TO WHICH IT WOULD OTHERWISE BE ENTITLED IN RESPECT THEREOF, INCLUDING, WITHOUT LIMITATION, ANY RIGHTS
TO INCIDENTAL AND CONSEQUENTIAL DAMAGES OR SPECIFIC PERFORMANCE. THE BUYER SHALL NOT BE ENTITLED TO CLAIM THE REMEDIES AND RECEIVE THE
BENEFITS PROVIDED IN THIS CLAUSE 11 WHERE THE DELAY REFERRED TO IN THIS CLAUSE 11 IS CAUSED BY THE NEGLIGENCE OR FAULT OF THE BUYER OR
ITS REPRESENTATIVES.


 






    
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		12	WARRANTIES AND SERVICE
                                            LIFE POLICY



 


		12.1	Warranty



 


		12.1.1	Nature of Warranty



 


Subject to the limitations and conditions
hereinafter provided, and except as provided in Clause 12.1.2, the Seller warrants to the Buyer that the Aircraft and each Warranted
Part will at the time of Delivery to the Buyer be free from defects:


 


		(i)	in material,



 


		(ii)	in workmanship, including, without limitation,
                                            processes of manufacture,



 


		(iii)	in design (including, without limitation,
                                            selection of materials) having regard to the State of the Art at the date of such design,
                                            and



 


		(iv)	arising from failure to conform to the
                                            Specification, except as to those portions of the Specification that are expressly stated
                                            in the Specification to be estimates or approximations or design aims.



 


For the purpose of this Agreement, the
term Warranted Part will mean any Seller proprietary component, equipment, software, accessory or part, that (a) is installed
on an Aircraft at Delivery, (b) is manufactured to the detailed design of the Seller or a subcontractor of the Seller and (c) bears a
Seller’s part number. Software that is installed on or embedded within a Warranted Part shall be deemed to be a component of such
Warranted Part.


 


		12.1.2	Exclusions



 


The warranties set forth in Clause 12.1.1
will not apply to Buyer Furnished Equipment, Propulsion Systems, or to any component, accessory, equipment or part purchased by the Buyer
that is not a Warranted Part, provided, however, that:


 


		(i)	any defect in the Seller’s workmanship
                                            in respect of the installation of such items in the Aircraft, including any failure by the
                                            Seller to conform to the installation instructions of the manufacturers of such items that
                                            invalidates any applicable warranty from such manufacturers, will constitute a defect in
                                            workmanship for the purpose of this Clause 12.1 and be covered by the warranty set forth
                                            in Clause 12.1.1(ii), and



 


		(ii)	any defect inherent in the Seller’s
                                            design of the installation, considering the State of the Art at the date of such design,
                                            that impairs the use of such items will constitute a defect in design for the purposes of
                                            this Clause 12.1 and be covered by the warranty set forth in Clause 12.1.1(iii).



 






    
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		12.1.3	Warranty Periods



 


The warranties described in Clauses 12.1.1
and 12.1.2 will be limited to those defects that become apparent within *** (the “Warranty Period”), provided, however,
that for any Warranted Part ***, whichever will first occur.


 





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		12.1.4	Limitations of Warranty



 


		12.1.4.1	The Buyer’s remedy and the Seller’s
                                            obligation and liability under Clauses 12.1.1 and 12.1.2 are limited to, at the Seller’s
                                            expense and option, the repair, replacement or correction (to include, in the case of software,
                                            supply of a comparable product with equivalent function) of any defective Warranted Part.
                                            The Seller may elect to effect such repair, replacement or correction by supplying modification
                                            kits designed to rectify the defect
                                            *** of such Warranted Part multiplied by the In-house Warranty Labor Rate. The Seller may alternatively
                                            furnish a credit to the Buyer for the future purchase of Goods and Services equal to the
                                            price at which the Buyer is then entitled to acquire a replacement for the defective Warranted
                                            Part. ***



 


		12.1.4.2	If the Seller corrects a defect covered
                                            by Clause 12.1.1(iii) that becomes apparent within the Warranty Period, on the Buyer’s
                                            written request the Seller will correct any such defect of the same type in any Aircraft
                                            that has not already been delivered to the Buyer. The Seller will not be responsible for,
                                            nor deemed to be in default on account of any delay in Delivery of any Aircraft or otherwise,
                                            in respect of performance of this Agreement, due to the Seller's undertaking to make such
                                            correction. Alternatively, the Buyer and the Seller may agree to deliver such Aircraft with
                                            subsequent correction of the defect by the Buyer at the Seller's expense, or the Buyer may
                                            elect to accept Delivery and thereafter file a Warranty Claim as though the defect had become
                                            apparent immediately after Delivery of such Aircraft.



 


		12.1.5	Cost of Inspection



 


In addition to the remedies set forth
in Clauses 12.1.4.1 and 12.1.4.2, the Seller will *** within the Warranty Period subject
to the following conditions:


 


		(i)	Such ***  are recommended in a Seller
                                            Service Bulletin to be ***






 


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		(ii)	Such *** are not performed ***



 


		(iii)	the *** and



 


		(iv)	the *** will not exceed the Seller’s reasonable estimate of the *** unless the Buyer can
                                                              reasonably justify the actual *** 



 


		12.1.6	Warranty Claim Requirements



 


The Buyer’s remedy and the Seller’s
obligation and liability under this Clause 12.1 with respect to each claimed defect are subject to the following conditions:


 


		(i)	the defect has becomes apparent within the
                                            Warranty Period,



 


		(ii)	the Buyer has filed a Warranty Claim ***
                                            of a defect becoming apparent, except where the Seller has issued a Service Bulletin intended
                                            to provide a Remedy for such a defect, in which case the Warranty Claim must be filed no
                                            later than *** following embodiment of the Seller Service Bulletin in the Aircraft;



 


		(iii)	the Buyer has submitted to the Seller
                                            evidence reasonably satisfactory to the Seller that the claimed defect is due to a matter
                                            covered under the provisions of this Clause 12. In the event that the Seller concludes that
                                            the cause of the claimed defect is an act or omission of the Buyer or a third party, the
                                            Seller will provide to the Buyer the results of its investigations and the Buyer will have
                                            to provide to the Seller evidence reasonably satisfactory to the Seller that such defect
                                            did not result from any act or omission of the Buyer (except when such act or omission is
                                            in accordance with the Seller’s instructions), including but not limited to, any failure
                                            to operate and maintain the affected Aircraft or part thereof in accordance with the standards
                                            set forth in Clause 12.1.10 or from any act or omission of any third party;



 


		(iv)	the Buyer returns the Warranted Part claimed
                                            to be defective to the repair facilities designated by the Seller as soon as practicable,
                                            unless the Buyer elects to repair a defective Warranted Part in accordance with the provisions
                                            of Clause 12.1.8; and



 


		(v)	the Seller receives a Warranty Claim complying
                                            with the provisions of Clause 12.1.7(v).



 


		12.1.7	Warranty Administration



 


The warranties set forth in this Clause
12.1 will be administered as hereinafter provided:


 


		(i)	Claim Determination



 


Determination by
the Seller as to whether any claimed defect in any Warranted Part is a valid Warranty Claim will be made by the Seller, acting reasonably,
and will be based on claim details, reports from the Seller's regional representative, historical data logs, inspections, tests, findings
during repair, defect analysis and other relevant documents and information. The Seller will make reasonable efforts to make such determination
within thirty (30) Business Days of the submission of all information required by Clause 12.1.7(v).


 





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		(ii)	Transportation Costs



 


The cost of
transporting a Warranted Part claimed to be defective to the facilities designated by the Seller, and the return thereof to the ***,
will be borne by the Seller, except in cases where a Warranty Claim is *** 


 


		(iii)	On-Aircraft Work by the Seller



 


If either (a) the
Seller determines that a defect subject to this Clause 12.1 requires the dispatch by the Seller of a Seller’s working team to the
Buyer’s facilities, to repair or correct such defect through implementation of one (1) or more Seller’s Service Bulletins,
or (b) the Seller accepts the return of an Aircraft to perform or have performed a repair or correction, then, in each case, the labor
costs for such on-Aircraft work will be borne by the Seller.


 


On-Aircraft work
by the Seller will be undertaken only if, in the Seller’s opinion, the work requires the Seller’s technical expertise. In
such case, the Seller and the Buyer will agree on a schedule and place for the work to be performed.


 


		(iv)	Return of an Aircraft



 


If the Buyer desires
to return an Aircraft to the Seller for consideration of a Warranty Claim, the Buyer will notify the Seller of its intention to do so,
and the Seller will, prior to such return, have the right to inspect such Aircraft, and without prejudice to the Seller’s rights
hereunder, to repair such Aircraft either at the Buyer’s facilities or at another place acceptable to the Seller.


***


 


		(v)	Warranty Claim Substantiation



 


For each claim under
this Clause 12.1 the Buyer will give written notice (a “Warranty Claim”) to the Seller that contains at least the
data listed below with respect to an Aircraft or Warranted Part, as applicable.


 





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The minimum data
to be supplied are as follows, as applicable:


 


		(a)	Description
                                            of the defect and any action taken,



 


		(b)	Date
                                            on which the default has become apparent and the date on which the Warranted Part was removed,



 


		(c)	Description
                                            of the Warranted Part claimed to be defective,



 


		(d)	Part
                                            number,



 


		(e)	Serial
                                            number,



 


		(f)	Position
                                            on Aircraft,



 


		(g)	If
                                            known and available, total flying hours or dates operated, as applicable, at the date of
                                            appearance of a defect,



 


		(h)	Time
                                            since last shop visit before appearance of the defect,



 


		(i)	Manufacturer's
                                            serial number or “MSN” of the Aircraft and/or its registration number,



 


		(j)	If
                                            known and available, Aircraft total flying hours and/or number of landings at the date of
                                            appearance of defect.



 


Warranty Claims have
to be filed electronically using the Seller’s on-line claiming tool, access to which the Seller will provide to the Buyer (along
with reasonable instructions regarding the access and use of the claiming tool).


 


		(vi)	Replacements



 


Replaced components,
equipment, accessories or parts will become the Seller's property.


 


Title
to and risk of loss of any Aircraft, component, accessory, equipment or part returned by the Buyer to the Seller will at all times remain
with the Buyer, except that (a) when the Seller has possession of a returned Aircraft, component, accessory, equipment or part to which
the Buyer has title, the Seller will have such responsibility therefor as is chargeable by law to a bailee for hire, but the Seller will
not be liable for loss of use, and (b) title to and risk of loss of a returned component, accessory, equipment or part will pass to the
Seller on shipment by the Seller to the Buyer of any item furnished by the Seller to the Buyer as a replacement therefor. Upon the Seller's
shipment to the Buyer of any replacement component, accessory, equipment or part provided by the Seller pursuant to this Clause
12.1, title to and risk of loss of such replacement component, accessory, equipment or part will pass to the Buyer.


 





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		(vii)	Acceptance or Rejection



 


The Seller will provide
to the Buyer, within a reasonable timeframe, a notification of whether a Warranty Claim is accepted or rejected, or the status of such
Warranty Claim. Such notification will include reasonable


written substantiation in case of rejection
of such Warranty Claim. The Buyer will pay to the Seller reasonable inspection and test charges incurred by the Seller in connection
with the investigation and processing of a rejected Warranty Claim.


 


		(viii)	Inspection



 


The Seller will have
the right to inspect the affected Aircraft and documents and other records relating thereto, at the Seller’s expense, in the event
of any claim under this Clause 12.1.


 


		12.1.8	In-house Warranty



 


		(i)	Authorization



 


The Buyer is hereby
authorized to repair Warranted Parts, subject to the terms of this Clause 12.1.8 (“In-house Warranty Repair”). To
the extent practicable, when the estimated cost of an In-house Warranty Repair ***, the Buyer will notify the Seller Representative of
its decision to perform any in-house repairs before such repairs are commenced. When such prior notice cannot reasonably be provided,
the Buyer will provide such notice as soon as possible and the Buyer’s notice will include sufficient detail regarding the defect,
estimated labor hours and material to allow the Seller to ascertain the reasonableness of the estimate. The Seller will use reasonable
efforts to ensure a prompt response and will not unreasonably condition or withhold authorization.


 


		(ii)	Conditions of Authorization



 


The Buyer will be
entitled to the benefits under this Clause 12.1.8 for repair of Warranted Parts:


 


		(a)	if the Buyer complies with the terms of
                                            Clause 12.1.8(i);



 


		(b)	if adequate facilities and qualified personnel
                                            are available to the Buyer;



 


		(c)	provided that repairs are to be performed
                                            in accordance with the Seller’s written instructions set forth in applicable Technical
                                            Data or in any other written instructions provided to the Buyer by the Seller; and



 


		(d)	only to the extent specified by the Seller,
                                            or, in the absence of the Seller’s specifying, to the extent reasonably necessary to
                                            correct the defect, in accordance with the standards set forth in Clause 12.1.10.



 





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		(iii)	Seller’s Rights



 


The Seller will have
the right to require the return to Seller of any Warranted Part, or any part removed therefrom, that is claimed to be defective, if,
in the Seller’s judgment, the nature of the claimed defect requires technical investigation. Such return will be subject to the
provisions of Clause 12.1.7(ii).


 


The Seller will have
the right to have a representative present during the disassembly, inspection and testing of any Warranted Part claimed to be defective,
provided the presence of such representative is practical and does not unduly delay such repair.


 


		(iv)	In-house Warranty Claim Substantiation



 


Claims for In-house
Warranty Repair credit must be submitted to the Seller no later than *** after completion of such In-house Warranty Repair, and will
comply with the requirements for Warranty Claims under Clause 12.1.7(v) and in addition will include:


 


		(a)	a report of technical findings with respect
                                            to the defect,



 


		(b)	for parts required to remedy the defect:
                                            part numbers, serial numbers (if applicable), description of the parts, quantity of parts,
                                            unit price of parts, copies of related Seller's or third party's invoices (if applicable),
                                            total price of parts,



 


		(c)	detailed number of labor hours,



 


		(d)	In-house Warranty Labor Rate, and



 


		(e)	total claim value.



 


		(v)	Credit



 


The Buyer’s
sole remedy, and the Seller’s sole obligation and liability, in respect of In-house Warranty Repair claims, will be a credit to
the Buyer’s account. Such credit will be equal to the sum of the direct labor cost expended in performing such repair, plus the
direct cost of materials incorporated in the repair. Such costs will be determined as set forth below.


 


		(a)	To determine direct labor costs, only
                                            the man-hours spent on *** of the Warranted Part, and ***. The hours required for maintenance work concurrently being carried out on
                                            the Aircraft or other Warranted Part will not be included.



 





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		(b)	The hours counted as set forth in Clause
                                            12.1.8 (v)(a) above will ***, which is deemed to represent the Buyer’s composite average
                                            hourly labor rate (excluding all fringe benefits, premium time allowances, social security
                                            charges, business taxes and similar items) paid to the Buyer’s employees or to a third
                                            party that the Buyer has authorized to perform the repair, whose jobs, in both cases, are
                                            directly related to the performance of the repair. This labor rate is *** at economic conditions
                                            prevailing in *** (the “In-house Warranty Labor Rate”).



 


The In-house Warranty
Labor Rate is subject to adjustment annually *** Labor Index defined in the Seller Price Revision Formula.


 


		(c)	Direct material costs are determined by
                                            the prices at which the Buyer acquired such material, excluding any parts and materials used
                                            for overhaul furnished free of charge by the Seller.



 


		(vi)	Limitation on Credit



 


The Buyer will in
no event be credited for repair costs (labor or material) for any Warranted Part to the extent such repair costs exceed in the *** for
a replacement of such defective Warranted Part provided such replacement part is available for purchase.


 


The Seller will substantiate
such Seller costs in writing on reasonable request by the Buyer.


 


		(vii)	Scrapped Material



 


The Buyer may, with
the agreement of the Seller Representative, scrap any defective Warranted Parts that are beyond economic repair and not required for
technical evaluation.


 


If the Buyer does
not obtain the agreement of the Seller Representative to scrap a Warranted Part immediately, the Buyer will retain such Warranted Part
and any defective part removed from a Warranted Part during repair for a period of either *** after the date of completion of repair
or *** after submission of a claim for In-house Warranty Repair credit relating thereto, whichever is longer. Such parts will be returned
to the Seller (at Seller’s cost) within *** of receipt of the Seller's request therefor, made within such retention periods.


 


A record of scrapped
Warranted Parts, certified by an authorized representative of the Buyer, will be kept in the Buyer’s file for at least the duration
of the Warranty Period.


 


		(viii)	DISCLAIMER OF SELLER LIABILITY FOR BUYER’S
                                            REPAIR



 


THE SELLER WILL NOT
BE LIABLE FOR, AND THE BUYER WILL INDEMNIFY THE SELLER AGAINST, THE CLAIMS OF ANY THIRD PARTIES FOR LOSSES DUE TO ANY DEFECT, NONCONFORMANCE
OR PROBLEM OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH ANY REPAIR OF WARRANTED PARTS UNDERTAKEN BY THE BUYER UNDER THIS CLAUSE
12.1.8 OR ANY OTHER ACTIONS UNDERTAKEN BY THE BUYER UNDER THIS CLAUSE 12.1.8, IN EACH CASE, WHICH WAS NOT IN COMPLIANCE WITH THE TERMS
THEREOF, WHETHER SUCH CLAIM IS ASSERTED IN CONTRACT OR IN TORT, OR IS PREMISED ON ALLEGED, ACTUAL, IMPUTED, ORDINARY OR INTENTIONAL ACTS
OR OMISSIONS OF THE BUYER, *** 

 





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		12.1.9	Warranty Transferability



 


Notwithstanding the
provisions of Clause 21.1, the warranties provided for in this Clause 12.1 for any Warranted Part will accrue to the benefit of any airline
in revenue service other than the Buyer, if the Warranted Part enters into the possession of any such airline as a result of a pooling
agreement between such airline and the Buyer, in accordance with the terms and subject to the limitations and exclusions of the foregoing
warranties and to applicable laws or regulations.


 


		12.1.9.1	Warranty for Corrected, Replacement
                                            or Repaired Warranted Parts



 


Whenever any
Warranted Part that contains a defect for which the Seller is liable under this Clause 12.1 has been corrected, repaired or replaced
pursuant to the terms hereof, the period of the Seller’s warranty with respect to such corrected, repaired or replacement
Warranted Part will be the remaining portion of the original warranty in respect of such corrected, repaired or replaced Warranted
Part ***. If a defect is attributable to a defective repair or replacement by the Buyer, a Warranty Claim with respect to such
defect will be rejected, notwithstanding any subsequent correction or repair, and will immediately terminate the remaining
warranties under this Clause 12.1 in respect of the affected Warranted Part.


 


		12.1.10	Accepted Industry Standard Practices
                                            – Normal Wear and Tear



 


The Buyer’s rights
regarding each Warranted Part under this Clause 12.1 are subject to such Warranted Part, the Aircraft and each component, equipment,
accessory and part thereof being maintained, overhauled, repaired and operated in accordance with accepted industry standard practices,
all Technical Data and any other instructions issued by the Seller, the Suppliers or the Propulsion Systems Manufacturer and all applicable
rules, regulations and directives of the relevant Aviation Authorities.


 


The Seller’s
liability under this Clause 12.1 will not extend to normal wear and tear or to


 


		(i)	any Warranted Part, Aircraft or component,
                                            equipment, accessory or part thereof that has been repaired, altered or modified after Delivery
                                            in a manner other than that approved by the Seller;



 





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		(ii)	any Warranted Part, Aircraft or component,
                                            equipment, accessory or part thereof that has been operated in a damaged state; or



 


		(iii)	any Warranted Part, component, equipment,
                                            accessory or part from which the part or serial number or other identification marks have
                                            been removed,



 


***





 


		12.2	Service Life Policy



 


		12.2.1	Scope and Definitions



 


In addition to the
warranties set forth in Clause 12.1, the Seller agrees that should a Failure occur in any Item (as these terms are defined below), then,
subject to the general conditions and limitations set forth in Clause 12.2.4, the provisions of this Clause 12.2 will apply.


 


For the purposes of
this Clause 12.2:


 


		(i)	“Item” means any item
                                            listed in Exhibit F that are installed on an Aircraft at any time during the period of effectiveness
                                            of the Service Life Policy specified in Clause 12.2.2.



 


		(ii)	“Failure” means any
                                            breakage of, or defect in, an Item that materially impairs the utility or safety of the Item,
                                            provided that (a) any such breakage of, or defect in, such Item did not result from any breakage
                                            or defect in any other Aircraft part or component or from any other extrinsic force and (b)
                                            has occurred or can reasonably be expected to occur on a repetitive and fleet-wide basis.



 


The Seller’s
obligations under this Clause 12.2 are referred to as the “Service Life Policy”.


 


		12.2.2	Periods and Seller’s Undertaking



 


Subject to the general
conditions and limitations set forth in Clause 12.2.4, the Seller agrees that if a Failure occurs in an Item *** after the Delivery of
the Aircraft in which such Item is installed, the Seller will, at its discretion, as promptly as practicable and for a price that reflects
the Seller’s financial participation as hereinafter provided, either:


 


		(i)	design and furnish to the Buyer a correction
                                            for such Item and provide any parts required for such correction (including Seller designed
                                            standard parts but excluding industry standard parts), or



 


		(ii)	replace such Item.






 





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		12.2.3	***



 


Any part or Item or
part that the Seller is required to furnish to the Buyer under this Service Life Policy will be furnished to the Buyer ***, which will
be determined in accordance with the following formula:


 


***





 


		12.2.4	General Conditions and Limitations



 


		12.2.4.1	Notwithstanding any provision of this Clause
                                            12.2, during the Warranty Period, all Items will be covered by the provisions of Clause 12.1
                                            of this Agreement



and not by the provisions of this Clause
12.2. After the Warranty Period ends, all Items will be covered by the provisions of Clause 12.2 of this Agreement.


 


		12.2.4.2	The Buyer’s remedies and the Seller’s
                                            obligations and liabilities under this Service Life Policy with respect to each Item are
                                            subject to the following conditions:



 


		(i)	The Buyer maintains log books and other
                                            historical records with respect to such Item adequately to enable the Seller to determine
                                            whether the alleged Failure is covered by this Service Life Policy and, if so, to define
                                            the portion of the cost to be borne by the Seller in accordance with Clause 12.2.3.



 


		(ii)	The Buyer complies with the conditions
                                            of Clause 12.1.10.



 


		(iii)	The Buyer implements specific structural
                                            inspection programs for monitoring purposes as may be established from time to time by the
                                            Seller. Such programs will be, to the extent possible, compatible with the Buyer’s
                                            operational requirements and will be carried out at the Buyer’s expense, reports relating
                                            thereto to be regularly furnished to the Seller.



 


		(iv)	The Buyer reports in writing any breakage
                                            or defect in such Item to the Seller *** after such breakage or defect becomes apparent to
                                            the Buyer, whether or not the breakage or defect can reasonably be expected to occur in any
                                            other Aircraft, and the Buyer provides the Seller with sufficient detail about the breakage
                                            or defect to enable the Seller to determine whether said breakage or defect is subject to
                                            this Service Life Policy.



 


		12.2.4.3	Except as otherwise provided in this Clause
                                            12.2, any claim under this Service Life Policy will be administered as provided in, and will
                                            be subject to the terms and conditions of, Clause 12.1.6. All claims under this Service Life
                                            Policy will include all information reasonably available to the Buyer regarding significant
                                            incidents relating to the relevant Aircraft.



 


		12.2.4.4	If the Seller has issued a Service Bulletin
                                            modification applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller
                                            may elect to supply to the Buyer the necessary modification kit free of charge or under a
                                            pro rata formula established by the Seller. If such a kit is so offered to the Buyer, then,
                                            in respect of such Failure and any Failures that could ensue therefrom, the validity of the
                                            Seller’s commitment under this Clause 12.2 will be subject to the Buyer’s incorporating
                                            such modification in the relevant Aircraft, within a reasonable time, in accordance with
                                            the Seller’s instructions.



 





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		12.2.4.5	THIS SERVICE LIFE POLICY IS NEITHER A WARRANTY,
                                            PERFORMANCE GUARANTEE, NOR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO
                                            CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ART.
                                            THE SELLER'S OBLIGATION UNDER THIS CLAUSE 12.2 IS TO MAKE ONLY THOSE CORRECTIONS TO THE ITEMS
                                            OR FURNISH REPLACEMENTS THEREFOR AS PROVIDED IN THIS CLAUSE 12.2. THE BUYER'S SOLE REMEDY
                                            AND RELIEF FOR THE NONPERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER
                                            OR BY VIRTUE OF THIS SERVICE LIFE POLICY WILL BE IN A CREDIT FOR GOODS AND SERVICES, LIMITED
                                            TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY
                                            ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH
                                            NONPERFORMANCE IS RELATED, LESS THE AMOUNT THAT THE BUYER OTHERWISE WOULD HAVE BEEN REQUIRED
                                            TO PAY UNDER THIS CLAUSE 12.2 IN RESPECT OF SUCH CORRECTED OR REPLACEMENT ITEM. WITHOUT LIMITING
                                            THE EXCLUSIVITY OF WARRANTIES AND GENERAL LIMITATIONS OF LIABILITY PROVISIONS SET FORTH IN
                                            CLAUSE 12.5, THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL CLAIMS TO ANY FURTHER DIRECT,
                                            INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS AND ALL OTHER RIGHTS, CLAIMS
                                            AND REMEDIES, ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY.









 


		12.3	Supplier Warranties and Service Life
                                            Policies



 


		12.3.1	Seller’s Support



 


Before Delivery of
the first Aircraft, the Seller will provide the Buyer with the warranties and, where applicable, service life policies that the Seller
has obtained pursuant to the Supplier Product Support Agreements, such that the Buyer is authorized, to the full extent permitted in
the applicable Supplier Product Support Agreements, to directly enforce such warranties and service life policies against any applicable
Suppliers. Upon the Buyer’s written request, the Seller shall provide reasonable assistance to the Buyer regarding the enforcement
of such warranties and services life policies.


 


		12.3.2	Supplier’s Default



 


		12.3.2.1	If any Supplier under any warranty referred
                                            to in Clause 12.3.1 defaults in the performance of any material obligation under such warranty
                                            with respect to a Supplier Part and the Buyer submits reasonable evidence, within a reasonable
                                            time, that such default has occurred, then Clause 12.1 of this Agreement will apply to the
                                            extent it would have applied had such Supplier Part been a Warranted Part, except that the
                                            Supplier’s warranty period indicated in the Supplier Product Support Agreements will
                                            apply.



 


		12.3.2.2	If any Supplier under any Supplier service
                                            life policy referred to in to Clause 12.3.1 defaults in the performance of any material obligation
                                            under such service life policy, and (i) the Buyer has used its reasonable efforts to resolve
                                            the applicable issue under such service life policy, and (ii) the Buyer submits within reasonable
                                            time to the Seller reasonable evidence that such default has occurred, then Clause 12.2 of
                                            this Agreement will apply to the extent the same would have applied had such Supplier Part
                                            been an Item, except that the Supplier’s service life policy period as indicated in
                                            the applicable Supplier Product Support Agreement shall apply.



 


		12.3.2.3	At the Seller’s request, the Buyer
                                            will assign to the Seller, and the Seller will be subrogated to, all of the Buyer’s
                                            rights against the relevant Supplier with respect to, and arising by reason of, such default
                                            and the Buyer will provide reasonable assistance to enable the Seller to enforce the rights
                                            so assigned.









 


		12.4	Interface Commitment



 


		12.4.1	Interface Problem



 


If the Buyer experiences
any technical problem in the operation of an Aircraft or its systems due to a malfunction, the cause of which, after due and reasonable
investigation, is not readily identifiable by the Buyer, but which the Buyer reasonably believes to be attributable to the design characteristics
of one or more components of the Aircraft (an “Interface Problem”), the Seller will, if requested by the Buyer, and without
additional charge to the Buyer, except for *** transportation of the Seller’s or its designee’s personnel to the
Buyer’s facilities, promptly conduct or have conducted an investigation and analysis of such problem to determine, if possible,
the cause or causes of the problem and to recommend such corrective action as may be feasible. The Buyer will furnish to the Seller all
data and information in the Buyer’s possession relevant to the Interface Problem and will cooperate with the Seller in the conduct
of the Seller’s investigations and such tests as may be required. At the conclusion of such investigation the Seller will promptly
advise the Buyer in writing of the Seller’s opinion as to the cause or causes of the Interface Problem and the Seller’s recommendations
as to corrective action.


 


		12.4.2	Seller’s Responsibility



 


If the Seller determines
that the Interface Problem is primarily attributable to the design or workmanship of a Warranted Part, the Seller will, at the Buyer’s
request, promptly correct the design or processes of manufacture of such Warranted Part pursuant to the terms and conditions of Clause
12.1.


 


		12.4.3	Supplier’s Responsibility



 


If the Seller determines
that the Interface Problem is primarily attributable to the design of any Supplier Part, the Seller will at the Buyer’s request,
*** and make reasonable efforts to find a solution satisfactory to the Buyer,
including assisting the Buyer with processing and enforcing any warranty claim against the applicable Suppliers.


 





	CT1903666 - A320 Family Purchase Agreement -
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		12.4.4	Joint Responsibility



 


If the Seller
determines that the Interface Problem is attributable partially to the design or workmanship of a Warranted Part and partially to
the design or workmanship of any Supplier Part, the Seller will, if requested by the Buyer, *** and make reasonable efforts to find
a solution satisfactory to the Buyer. The Seller will promptly advise the Buyer of any corrective action proposed by the Seller and
any such Supplier. Such proposal will be consistent with any then existing obligations of the Seller hereunder and of any such
Supplier to the Buyer. Such corrective action, unless reasonably rejected by the Buyer, will constitute full satisfaction of any
claim the Buyer may have against either the Seller or any such Supplier with respect to such Interface Problem.


 


		12.4.5	General



 


		12.4.5.1	All requests under this Clause 12.4 will
                                            be directed both to the Seller and to the affected Suppliers.



 


		12.4.5.2	Except as specifically set forth in this
                                            Clause 12.4, this Clause 12.4 will not be deemed to impose on the Seller any obligations
                                            not expressly set forth elsewhere in this Agreement.



 


		12.4.5.3	All reports, recommendations, data and
                                            other documents furnished by the Seller to the Buyer pursuant to this Clause 12.4 will be
                                            deemed to be delivered under this Agreement and will be subject to the terms, covenants and
                                            conditions set forth in this Clause 12 and in Clause 22.10.



 


		12.5	Exclusivity
                                            of Warranties 



 


THIS CLAUSE 12 SETS
FORTH THE EXCLUSIVE WARRANTIES, EXCLUSIVE LIABILITIES AND EXCLUSIVE OBLIGATIONS OF THE SELLER, AND THE EXCLUSIVE REMEDIES AVAILABLE TO
THE BUYER, WHETHER UNDER THIS AGREEMENT OR OTHERWISE, ARISING FROM ANY DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN ANY AIRCRAFT,
COMPONENT, EQUIPMENT, ACCESSORY, PART, SOFTWARE, DATA OR SERVICE DELIVERED BY THE SELLER UNDER THIS AGREEMENT.


 


THE BUYER RECOGNIZES
THAT THE RIGHTS, WARRANTIES AND REMEDIES IN THIS CLAUSE 12 ARE ADEQUATE AND SUFFICIENT TO PROTECT THE BUYER FROM ANY DEFECT OR NONCONFORMITY
OR PROBLEM OF ANY KIND IN THE GOODS AND SERVICES SUPPLIED UNDER THIS AGREEMENT. THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER
WARRANTIES, OBLIGATIONS, GUARANTEES AND LIABILITIES OF THE SELLER AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST THE
SELLER, WHETHER EXPRESS OR IMPLIED BY CONTRACT, TORT, OR STATUTORY LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMITY OR DEFECT OR PROBLEM
OF ANY KIND IN ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART, SOFTWARE, DATA OR SERVICE DELIVERED BY THE SELLER UNDER THIS AGREEMENT,
INCLUDING BUT NOT LIMITED TO:


 


		(1)	ANY IMPLIED WARRANTY OF MERCHANTABILITY
                                            AND/OR FITNESS FOR ANY GENERAL OR PARTICULAR PURPOSE;



 





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



 


		(3)	ANY RIGHT, CLAIM OR REMEDY FOR BREACH OF
                                            CONTRACT;



 


		(4)	ANY RIGHT, CLAIM OR REMEDY FOR TORT, UNDER
                                            ANY THEORY OF LIABILITY, HOWEVER ALLEGED, INCLUDING,



BUT NOT LIMITED TO, ACTIONS AND/OR
CLAIMS FOR NEGLIGENCE, GROSS NEGLIGENCE, INTENTIONAL ACTS, WILLFUL DISREGARD, IMPLIED WARRANTY, PRODUCT LIABILITY, STRICT LIABILITY OR
FAILURE TO WARN;


 


		(5)	ANY RIGHT, CLAIM OR REMEDY ARISING UNDER
                                            THE UNIFORM COMMERCIAL CODE OR ANY OTHER STATE OR FEDERAL STATUTE;



 


		(6)	ANY RIGHT, CLAIM OR REMEDY ARISING UNDER
                                            ANY REGULATIONS OR STANDARDS IMPOSED BY ANY INTERNATIONAL, NATIONAL, STATE OR LOCAL STATUTE
                                            OR AGENCY;



 


		(7)	ANY RIGHT, CLAIM OR REMEDY TO RECOVER OR
                                            BE COMPENSATED FOR:



 


		(i)	LOSS OF USE OR REPLACEMENT OF ANY AIRCRAFT,
                                            COMPONENT, EQUIPMENT, ACCESSORY OR PART PROVIDED UNDER THIS AGREEMENT;



 


		(ii)	LOSS OF, OR DAMAGE OF ANY KIND TO, ANY
                                            AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART PROVIDED UNDER THIS AGREEMENT;



 


		(iii)	LOSS OF PROFITS AND/OR REVENUES;



 


		(iv)	ANY OTHER INCIDENTAL OR CONSEQUENTIAL
                                            DAMAGE.



 


THE WARRANTIES AND
SERVICE LIFE POLICY PROVIDED BY THIS AGREEMENT SHALL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY THE
SELLER AND THE BUYER. IN THE EVENT THAT ANY PROVISION OF THIS CLAUSE 12 SHOULD FOR ANY REASON BE HELD UNLAWFUL, OR OTHERWISE UNENFORCEABLE,
THE REMAINDER OF THIS CLAUSE 12 SHALL REMAIN IN FULL FORCE AND EFFECT.


 





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***


 


FOR THE PURPOSES OF
THIS CLAUSE 12.5, THE “SELLER” SHALL BE UNDERSTOOD TO INCLUDE THE SELLER, ANY OF ITS SUPPLIERS, SUBCONTRACTORS, AND AFFILIATES.


 


		12.6	Duplicate
                                            Remedies



 


The remedies provided
to the Buyer under Clause 12.1 and Clause 12.2 as to any defect in respect of any Aircraft or any part thereof are mutually exclusive
and not cumulative. The Buyer will be entitled to the remedy that provides the maximum benefit to it, as the Buyer may elect, pursuant
to the terms and conditions of this Clause 12 for any particular defect for which remedies are provided under this Clause 12; provided,
however, that the Buyer will not be entitled to elect a remedy under both Clause 12.1 and Clause 12.2 for the same defect. The Buyer’s
rights and remedies herein for the nonperformance of any obligations or liabilities of the Seller arising under these warranties will
be in monetary damages limited to the amount the Buyer expends in procuring a correction or replacement for any covered part subject
to a defect or nonperformance covered by this Clause 12, and the Buyer will not have any right to require specific performance by the
Seller.


 


		12.7	Negotiated Agreement



 


The Buyer and the Seller
each acknowledge that:


 


		(i)	the Specification has been agreed upon after
                                            careful consideration by the Buyer using its judgment as a professional operator of aircraft
                                            used in public transportation and as such is a professional within the same industry as the
                                            Seller;



 


		(ii)	this Agreement, and in particular this
                                            Clause 12, has been the subject of discussion and negotiation and is fully understood by
                                            the Buyer; and



 


		(iii)	the price of the Aircraft and the other
                                            mutual agreements of the Buyer set forth in this Agreement were arrived at in consideration
                                            of, inter alia, the provisions of this Clause 12, specifically including the Exclusivity
                                            of Warranties set forth in Clause 12.5.



 





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	13	PATENT AND COPYRIGHT INDEMNITY



  


	13.1	Indemnities at Delivery



  


	13.1.1	Subject to the provisions of Clause 13.3.3, the Seller shall indemnify
                                  and hold harmless the Buyer and its Affiliates from and against any damages, costs and expenses (including
                                  reasonable attorneys’ fees but excluding damages, costs, expenses, loss of profits and other
                                  liabilities in respect of or resulting from loss of use of the Aircraft) resulting from any infringement
                                  or claim of infringement by the Airframe (or any part or software installed therein at Delivery) of:



 


		(i)	any British, French, German, Spanish or
                                            U.S. patent; and



 


		(ii)	any patent issued under the laws of any
                                            other country in which the Buyer may lawfully operate the Aircraft, provided that from the
                                            time of design of such Airframe or any part or software installed therein at Delivery and
                                            until infringement claims are resolved, the country of the patent and the flag country of
                                            the Aircraft are both parties to:



 


		(a)	the Chicago Convention on International
                                            Civil Aviation of December 7, 1944, and are each fully entitled to all benefits of Article
                                            27 thereof, or



 


		(b)	the International Convention for the Protection
                                            of Industrial Property of March 20, 1883 (the “Paris Convention”); and



 


		(iii)	in respect of software installed on the
                                            Aircraft, any copyright, provided that the Seller's obligation to indemnify shall be limited
                                            to infringements in countries which, at the time of design versus infringement claim, are
                                            members of The Berne Union and recognize software as a “work” under the Berne
                                            Convention.



 


	13.1.2	Clause 13.1.1 shall not apply to



 


		(i)	Buyer
                                            Furnished Equipment



 


		(ii)	the
                                            Propulsion Systems;



 


		(iii)	Supplier
                                            Parts, except to the extent provided in Clause 13.4; or



 


		(iv)	software
                                            not developed by the Seller.



 


	13.1.3	If the Buyer, due to circumstances contemplated in Clause 13.1.1, is
                                  prevented from using the Aircraft (whether by a valid judgment of a court of competent jurisdiction
                                  or by a settlement arrived at among the claimant, the Seller and the Buyer), the Seller shall as soon
                                  as possible and at its expense either:



 


		(i)	procure for the Buyer the right to use the
                                            affected Airframe, part or software free of charge; or



 


		(ii)	replace the infringing part or software
                                            with a non-infringing substitute of equivalent function and without additional cost to the
                                            Buyer.



 






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		13.2	Other Indemnities



 


Subject to the provisions
of Clause 13.3.3, the Seller will indemnify and hold harmless the Buyer and its Affiliates from and against any damages, costs and expenses
(including reasonable attorneys’ fees but excluding damages, costs, expenses, loss of profits and other liabilities in respect
of or resulting from loss of use of the Aircraft) resulting from any infringement or claim of infringement by:


 


		(i)	The Technical Data but only to the extent
                                            that such Technical Data has been authored or developed by the Seller;



 


		(ii)	The training materials provided to the
                                            Buyer by the Seller, whether provided by the Seller at the Seller’s training centers
                                            or at an external location, but only to the extent that such training materials have been
                                            authored by the Seller and not modified in any way by the Buyer or any other third party;



 


		(iii)	Seller Parts but only to the extent that
                                            such Seller Parts are purchased by the Buyer directly from the Seller or a Licensee of the
                                            Seller.



 


		13.3	Administration of Patent and Copyright Indemnity
                                            Claims



 


		13.3.1	If the Buyer receives a written claim or
                                            a suit is threatened or begun against the Buyer for infringement of a patent or copyright
                                            referred to in Clause 13.1, the Buyer shall:



 


		(i)	forthwith notify the Seller giving particulars
                                            thereof;



 


		(ii)	furnish to the Seller all data, papers
                                            and records within the Buyer's control or possession relating to such patent or claim;



 


		(iii)	refrain from admitting any liability or
                                            making any payment or assuming any expenses, damages, costs or royalties or otherwise acting
                                            in a manner prejudicial to the defense or denial of the suit or claim, it being agreed that
                                            nothing in this Clause 13.3.1 (iii) shall prevent the Buyer from paying the sums that may
                                            be required to obtain the release of the Aircraft, provided that payment is accompanied by
                                            a denial of liability and is made without prejudice;



 


		(iv)	without cost to the Buyer, fully cooperate
                                            with, and render all assistance to, the Seller as may be pertinent to the defense or denial
                                            of the suit or claim; and



 


		(v)	act to reasonably mitigate damages and/or
                                            to reduce the amount of royalties that may be payable, and minimize costs and expenses.



 


		13.3.2	The Seller shall be entitled either in its
                                            own name or on behalf of the Buyer to conduct negotiations with the party or parties alleging
                                            infringement and may assume and conduct the defense or settlement of any suit or claim in
                                            the manner that, in the Seller's opinion, it deems proper, it being understood that any settlement
                                            will be subject to the Buyer’s prior consent, such consent not to be unreasonably withheld
                                            by the Buyer.



 






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		13.3.3	The Seller’s liability hereunder shall
                                            be conditioned on the strict and timely compliance by the Buyer with the terms of this Clause
                                            13, except to the extent that the Buyer can establish that such failure to so comply did
                                            not actually prejudice the Seller, and is in lieu of any other liability to the Buyer, whether
                                            express or implied, which the Seller might incur at law as a result of any infringement or
                                            claim of infringement of any patent or copyright.



 


		13.4	Supplier Parts Installed on the Aircraft
                                            at Delivery



 


The Seller has obtained indemnity provisions
from the Suppliers of Supplier Parts (the “Supplier Indemnities”) installed on the Aircraft at Delivery in form and
content substantially similar to the provisions of this Clause 13. The Buyer will receive the benefit of such provisions.


 


If, following reasonably diligent efforts
by the Buyer to obtain the benefit of the Supplier Indemnities, the relevant Supplier defaults on its obligations with respect thereto,
the provisions of Clause 13.1.1 will be applicable to such Supplier Part.


  


		13.5	THE INDEMNITY PROVIDED IN THIS CLAUSE 13 AND
                                            THE OBLIGATIONS AND LIABILITIES OF THE SELLER UNDER THIS CLAUSE 13 ARE EXCLUSIVE AND IN SUBSTITUTION
                                            FOR, AND THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER INDEMNITIES, WARRANTIES,
                                            OBLIGATIONS, GUARANTEES AND LIABILITIES ON THE PART OF THE SELLER AND RIGHTS, CLAIMS AND
                                            REMEDIES OF THE BUYER AGAINST THE SELLER, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE
                                            (INCLUDING WITHOUT LIMITATION ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY ARISING FROM
                                            OR WITH RESPECT TO LOSS OF USE OR REVENUE OR CONSEQUENTIAL DAMAGES), WITH RESPECT TO ANY
                                            ACTUAL OR ALLEGED PATENT INFRINGEMENT OR THE LIKE BY ANY AIRFRAME, PART OR SOFTWARE INSTALLED
                                            THEREIN AT DELIVERY, OR BY ANY TECHNICAL DATA, SUPPLIER PART OR TRAINING MATERIAL, OR THE
                                            USE OR SALE THEREOF, PROVIDED THAT, IN THE EVENT THAT ANY OF THE AFORESAID PROVISIONS SHOULD
                                            FOR ANY REASON BE HELD UNLAWFUL OR OTHERWISE INEFFECTIVE, THE REMAINDER OF THIS CLAUSE SHALL
                                            REMAIN IN FULL FORCE AND EFFECT. THIS INDEMNITY AGAINST PATENT AND COPYRIGHT INFRINGEMENTS
                                            SHALL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY THE SELLER
                                            AND THE BUYER.



 






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		14	TECHNICAL DATA AND SOFTWARE SERVICES



 


		14.1	Scope



 


This Clause 14 covers the terms and conditions
for the supply of technical data by the Seller (such technical data, including as set forth in Exhibit G, together with any revisions
thereto, hereinafter “Technical Data”) and software services described hereunder (together with any revisions thereto,
hereinafter “Software Services”) needed to support the Aircraft operation. The *** of such Technical Data
and the Software Services for each of (i) the A320 NEO Aircraft type, (ii) the A321 NEO Aircraft type and (iii) the A321 XLR Aircraft
type will be provided *** to the Buyer.


 


		14.1.1	The
                                            Technical Data and Software Services shall be supplied in the English language using
                                            the aeronautical terminology in common use and shall include United States customary unit
                                            conversions.



 


		14.1.2	All
                                            Technical Data shall be available on-line as set forth in Clause 14.4. Range, type, format
                                            and delivery schedule of the on-line Technical Data to be provided under this Agreement
                                            are outlined in Exhibit G hereto.



 


		14.2	Aircraft Identification for Technical Data
                                            



 


		14.2.1	For
                                            those Technical Data that are customized to the Buyer’s Aircraft, the Buyer
                                            agrees to the allocation of fleet serial numbers (“Fleet Serial Numbers”)
                                            in the form of blocks of numbers selected in the range from 001 to 999.



 


		14.2.2	The
                                            sequence shall not be interrupted unless two (2) different Propulsion Systems or two
                                            (2) different Aircraft models are selected.



 


		14.2.3	The
                                            Buyer shall indicate to the Seller the Fleet Serial Number allocated to each Aircraft
                                            corresponding to the delivery schedule set forth in Clause 9.1 *** prior to the Scheduled
                                            Delivery Month of the first Aircraft. Neither the designation of such Fleet Serial Numbers
                                            nor the subsequent allocation of the Fleet Serial Numbers to Manufacturer Serial Numbers
                                            for the purpose of producing certain customized Technical Data shall constitute any property,
                                            insurable or other interest of the Buyer in any Aircraft prior to the Delivery of such Aircraft
                                            as provided for in this Agreement.



 


The customized Technical Data that are
affected thereby are the following:


 


- Aircraft Maintenance Manual,


- Illustrated Parts Catalog,


- Trouble Shooting Manual,


- Aircraft Wiring Manual,


- Aircraft Schematics Manual, and


- Aircraft Wiring Lists.


 


		14.3	Integration of Equipment Data



 


		14.3.1	Supplier Parts



 


Information, including revisions, relating
to (i) Supplier Parts or (ii) equipment that are installed on the Aircraft at Delivery, or through Airbus Service Bulletins thereafter,
will be introduced into the customized Technical Data to the extent necessary for the comprehension of the affected systems, at no additional
charge to the Buyer.


 






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		14.3.2	Buyer Furnished Equipment



 


		14.3.2.1	The
                                            Seller shall introduce data related to Buyer Furnished Equipment for Buyer Furnished
                                            Equipment that is installed on the Aircraft by the Seller (the “BFE Data”)
                                            into the customized Technical Data, *** to the Buyer for the initial issue of the Technical
                                            Data, which the Seller shall provide at the first Aircraft Delivery of each Aircraft type
                                             *** provided such BFE Data is provided in accordance with the conditions
                                            set forth in Clauses 14.3.2.2 through 14.3.2.6.



 


		14.3.2.2	The
                                            Buyer shall cause the BFE Suppliers to supply the applicable BFE Data to the Seller
                                            at least six (6) months prior to the Scheduled Delivery Month of the first Aircraft of each
                                            Aircraft type ***. If any applicable BFE Data is provided thereafter,
                                            the Seller shall incorporate such BFE Data into the next scheduled revision of the applicable
                                            Technical Data to the extent such incorporation does not require undue effort from the Seller.



 


		14.3.2.3	The BFE Data shall be supplied in English
                                            and shall be established in compliance with the then applicable revision of ATA iSpecification
                                            2200 and/or S1000D Specification jointly defined by the ASD (Aerospace and Defense Industries
                                            Association of Europe), AIA (Aerospace Industries Association) and ATA (Air Transport Association
                                            of America), as applicable.



 


		14.3.2.4	The
                                            Buyer and the Seller shall agree on the requirements for the provision to the Seller of BFE
                                            Data for “on-aircraft maintenance”, such as but not limited to timeframe, media
                                            and format in which the BFE Data shall be supplied to the Seller, in order to manage the
                                            BFE Data integration process in an efficient, expeditious and economic manner.



 


		14.3.2.5	The
                                            BFE Data shall be delivered in digital format (SGML or XML raw data) and/or in Portable Document
                                            Format (PDF), as agreed between the Buyer and the Seller.



 


		14.3.2.6	All
                                            costs related to the delivery to the Seller of the applicable BFE Data shall be borne by
                                            the Buyer.



 


		14.4	Supply



 


		14.4.1	Except as specifically otherwise set forth in Exhibit G, all Technical
                                                                                                 Data shall be made available on-line through the relevant services on the Seller’s customer portal AirbusWorld
                                                                                                 (“AirbusWorld”), under terms and conditions set forth in Part 2 of Exhibit I to the Agreement, “General
                                                                                                 Terms and Conditions of Access to and Use of AirbusWorld”. Such General Terms and Conditions of Access to and Use of
                                                                                                 AirbusWorld will apply only to AirbusWorld. Notwithstanding anything to the contrary in such Exhibit I, the Buyer will have full
                                                                                                 access to AirbusWorld, or any future equivalent solution provided by the Seller, *** for as long as the Buyer operates one (1)
                                                                                                 Aircraft.



 






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		14.4.2	The
                                            Technical Data shall be delivered according to *** to correspond with the Deliveries
                                            of Aircraft. The Buyer shall provide *** notice when requesting ***.



 


		14.4.3	It
                                            will be the responsibility of the Buyer to provide the FAA with such Technical Data
                                            as it may require, using the Technical Data supplied by the Seller to the Buyer in accordance
                                            with the terms hereof. Upon request from the Buyer’s Aviation Authorities, such Aviation
                                            Authorities shall be given on-line access to the Buyer’s Technical Data by the Seller.



 


		14.5	Revision Service



 


For each
firmly ordered Aircraft covered under this Agreement, revision service for the Technical Data shall be provided *** (each a “Revision
Service Period”).


 


Thereafter
revision service shall be provided in accordance with the terms and conditions set forth in the Seller’s then current customer
services catalog available to the Buyer via AirbusWorld (the “Customer Services Catalog”).


 


		14.6	Service Bulletins (SB) Incorporation



 


SB information shall
be incorporated into the Technical Data, provided that the Buyer notifies the Seller that it intends to accomplish such SB and identifies
the applicable Aircraft, after which post-SB status shall be shown. In case an SB requires the prior embodiment of other SBs, the Buyer
will use reasonable efforts to indicate the application status of each such SB, to the extent known to the Buyer. It is the Buyer‘s
responsibility to provide the Seller with a complete and accurate SB reporting. Notwithstanding the above, in case of incomplete or inaccurate
SB notification or reporting, the Seller shall analyse the configuration of the Aircraft and, to the extent practicable, shall complement
the Buyer’s reporting according to the Aircraft configuration known by the Seller and reported by the Buyer.


 


***


 


		14.7	Technical Data Familiarization 



 


Upon request by the
Buyer and *** to the Buyer, the Seller shall provide up to *** of Technical Data familiarization training at the Seller’s or the
Buyer’s facilities. The basic familiarization course is tailored for maintenance and engineering personnel.


 


		14.8	Advanced Consultation Tool



 


		14.8.1	Technical Data shall be provided on-line
                                            through an advanced consultation tool, which shall include the necessary navigation software
                                            and viewer to browse the Technical Data (together, the “Advanced Consultation Tool”).



  






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		14.8.2	Further details on the Technical Data included
                                            in such Advanced Consultation Tool are set forth in Exhibit G.


  


		14.8.3	The licensing conditions for the use of the
                                            Advanced Consultation Tool shall be as set forth in Part 1 of Exhibit I to the Agreement,
                                            “End-User License Agreement for Software”.



 


Notwithstanding
anything to the contrary in such Exhibit I, the Buyer will have full access to the Advanced Consultation Tool, including any revisions
thereto, or any future equivalent solution provided by the Seller, at commercial conditions set forth in Clause 14.5 of this Agreement, ***.


 


		14.8.4	The revision service for, and the license
                                            to use the Advanced Consultation Tool shall be *** of the corresponding Revision Service
                                            Period. At the end of such Revision Service Period, the yearly revision service for the Advanced
                                            Consultation Tool and the associated license fee shall be provided to the Buyer under the
                                            commercial conditions set forth in the Seller’s then current Customer Services Catalog.



 


		14.9	On-Line Access to Technical Data



 


		14.9.1	Access
                                            to AirbusWorld shall be *** for the Technical Data related to any Aircraft which shall
                                            be operated by the Buyer.



 


		14.9.2	Should
                                            AirbusWorld provide access to Technical Data in software format, the use of such software
                                            shall be further subject to the End-User License Agreement for Software.



 


		14.10	Waiver, Release and Renunciation 



 


The Seller warrants that the Technical
Data are prepared in accordance with the state of art at the date of their conception. Should any Technical Data prepared by the Seller
contain a non-conformity or defect, the sole and exclusive liability of the Seller shall be to promptly correct such Technical Data.


 


THE WARRANTIES, OBLIGATIONS AND LIABILITIES
OF THE SELLER (AS DEFINED BELOW FOR THE PURPOSES OF THIS CLAUSE) AND REMEDIES OF THE BUYER SET FORTH IN THIS CLAUSE 14 ARE EXCLUSIVE
AND IN SUBSTITUTION FOR, AND THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE
SELLER AND RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST THE SELLER, EXPRESS OR IMPLIED, ARISING BY LAW, CONTRACT OR OTHERWISE, WITH
RESPECT TO ANY NON-CONFORMITY OR DEFECT OF ANY KIND, IN ANY TECHNICAL DATA OR SERVICES DELIVERED UNDER THIS AGREEMENT, INCLUDING BUT
NOT LIMITED TO:


 


		A.	ANY WARRANTY AGAINST HIDDEN DEFECTS;



   






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		B.	ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
                                            FITNESS;


 


		C.	ANY IMPLIED WARRANTY ARISING FROM COURSE
                                            OF PERFORMANCE, COURSE OF DEALING OR USAGE OR TRADE;


  


		D.	ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR
                                            REMEDY, WHETHER IN CONTRACT OR IN TORT, WHETHER OR NOT ARISING FROM THE SELLER’S NEGLIGENCE,
                                            ACTUAL OR IMPUTED; AND



 


		E.	ANY OBLIGATION, LIABILITY, RIGHT, CLAIM,
                                            OR REMEDY FOR LOSS OF OR DAMAGE TO ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART, SOFTWARE,
                                            DATA OR SERVICES DELIVERED UNDER THIS AGREEMENT, FOR LOSS OF USE, REVENUE OR PROFIT, OR FOR
                                            ANY OTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES;



 


PROVIDED THAT, IN THE EVENT THAT ANY
OF THE AFORESAID PROVISIONS SHOULD FOR ANY REASON BE HELD UNLAWFUL OR OTHERWISE INEFFECTIVE, THE REMAINDER OF THIS AGREEMENT SHALL REMAIN
IN FULL FORCE AND EFFECT.


 


***


 


FOR THE PURPOSES OF THIS CLAUSE 14, THE
 “SELLER” SHALL BE UNDERSTOOD TO INCLUDE THE SELLER, ANY OF ITS SUPPLIERS, SUBCONTRACTORS, AND AFFILIATES.


 


		14.11	Proprietary Rights 



 


		14.11.1	All
                                            proprietary rights, including but not limited to patent, design and copyrights, relating
                                            to Technical Data shall remain with the Seller and/or its Affiliates, as the case
                                            may be.



 


These proprietary
rights shall also apply to any translation into a language or languages or media that may have been performed or caused to be
performed by the Buyer.


 


		14.11.2	Whenever
                                            this Agreement and/or any Technical Data provides for manufacturing by the Buyer, the consent
                                            given by the Seller shall not be construed as express or implicit approval howsoever
                                            neither of the Buyer nor of the manufactured products. The supply of the Technical Data shall
                                            not be construed as any further right for the Buyer to design or manufacture any Aircraft
                                            or part thereof or spare part.



     






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		14.12	Performance Engineer's Program 


 


		14.12.1	In
                                            addition to the Technical Data provided under Clause 14, the Seller shall provide
                                            to the Buyer Software Services, which shall consist of the Performance Engineer's Program
                                            (“PEP”) for the Aircraft type covered under this Agreement. Such PEP is
                                            composed of software components and databases and its use is subject to the End-User License
                                            Agreement for Software.


  


		14.12.2	The
                                            license to use the PEP and the revision service shall be provided *** of the corresponding
                                            Revision Service Period as set forth in Clause 14.5.



 


		14.12.3	At
                                            the end of such Revision Service Period, the PEP shall be provided to the Buyer under
                                            commercial conditions set forth in the Seller’s then current Customer Services Catalog.



 


		14.13	Future Developments



 


The Buyer agrees to consider for implementation
any new technological development applicable to and deemed by the Seller to be beneficial and economical for the production, modification
and transmission of data and documents.


 






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		15	SELLER REPRESENTATIVE SERVICES



 


The Seller
shall provide *** to the Buyer the services as described in this Clause 15, at the Buyer’s main base or at other locations
as the Buyer and the Seller may agree.


 


		15.1	Customer Support Representative(s)



 


		15.1.1	The Seller shall provide *** to the Buyer,
at the Buyer’s main base or such other locations as the Buyer and the Seller may agree, the services of Seller customer support
representatives (each a “Seller Representative”), ***



 


***


 


***


 


***


 


***


 


		(i)	***



 


		(ii)	*** 



 


***


 


		15.1.2	In
                                            addition to the provisions of Clause 15.1.1 hereto, the Seller shall provide *** to the Buyer, ***, Except as otherwise mutually agreed between the Buyer and the Seller, the
                                            number of *** shall not exceed *** at any one time. In the
                                            event the Buyer raises a concern regarding any Seller Representative, the parties will work
                                            in good faith to address such concern in a manner acceptable to both parties.



 


		15.1.3	In providing the services as described herein,
                                            each Seller Representative, or any other Seller employee providing services to the Buyer
                                            hereunder, are deemed to be acting in an advisory capacity only and at no time will they
                                            be deemed to be acting as Buyer’s employee or agent, either directly or indirectly.



  






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		15.2	Availability


  


		15.2.1	The Parties acknowledge
                                            and agree that during the period defined in Clause 15.1, (i) each Seller Representative may
                                            provide support to airlines other than the Buyer, and (ii) if all Seller Representatives
                                            assigned to the Buyer are absent from such base or location, as previously agreed, for non-business-related
                                            reasons, the Buyer shall have *** to the Seller Representative network closest to the Buyer's
                                            main base, for the period of time of such absence. A list of contacts of such Seller Representatives
                                            shall be provided to the Buyer.





 


		15.2.2	If Aircraft-On-Ground (“AOG”)
                                            technical assistance is needed after the end of the Seller Representatives’ assignment
                                            referred to in Clause 15.1, the Buyer shall have *** to:



 


		1)	AIRTAC (Airbus Technical AOG Centre), for
                                            as long as ***; and



 


		2)	the Seller Representative network closest
                                            to the Buyer's main base. A list of contacts of such Seller Representatives shall be provided
                                            to the Buyer.



 


		15.2.3	Should the Buyer request
                                            Seller Representative services exceeding the allocation specified in Clauses 15.1.1 and 15.1.2,
                                            the Seller may provide such additional services subject to terms and conditions to be mutually
                                            agreed.





 


		15.2.4	The Seller will cause AACS to assign the
                                            services of *** Customer Support Director based in Herndon, Virginia, or another location
                                            as the Buyer and the Seller may agree, to liaise between the Seller and the Buyer on product
                                            support matters, after execution of this Agreement and ***.



 


		15.3	Buyer's Support



 


		15.3.1	From the date of arrival of the first Seller
                                            Representative at the Buyer’s facilities (or another location as the Buyer and the
                                            Seller may agree) and for the duration of the assignment referred to in Clauses 15.1.1 and
                                            15.1.2, the Buyer shall provide free of charge a suitable lockable office, conveniently located
                                            with respect to the Buyer's maintenance facilities, with complete office furniture and equipment
                                            including telephone, internet connections for the sole use of the Seller Representative(s).
                                            All related communication costs shall be borne by the Seller upon receipt by the Seller of
                                            all relevant justifications.



 


		15.3.2	The Buyer shall *** of the Seller Representatives
                                            of ***, to and from their place of assignment and Toulouse, France.



 


		15.3.3	Should the Buyer request any Seller Representative
                                            to travel on business to a city other than such Seller Representative usual place of assignment,
                                            the Buyer shall ***.



 


		15.4	Withdrawal of the Seller Representative



 


The Seller shall have
the right, upon providing the Buyer with written notice, to withdraw any assigned Seller Representatives if conditions arise, which are
in the Seller's reasonable opinion dangerous to their safety or health or which prevent them from fulfilling their contractual tasks.
The Seller shall return or replace such Seller Representatives as soon as possible.


 






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	16	TRAINING SUPPORT AND SERVICES



  


INTENTIONALLY LEFT BLANK.


 






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		17	EQUIPMENT SUPPLIER PRODUCT SUPPORT



 


		17.1	Equipment Supplier Product Support Agreements



 


		17.1.1	The Seller has obtained enforceable and transferable
                                            product support agreements from Suppliers of Supplier Parts, the benefit of which is hereby
                                            accepted by and transferred to the Buyer. Said agreements become enforceable as soon as and
                                            for as long as an operator is identified as an Airbus aircraft operator.



 


		17.1.2	These agreements are based on the “World
                                            Airlines Suppliers Guide”, are made available to the Buyer through the Supplier Product
                                            Support Agreement application that is made available by the Seller to the Buyer, and include
                                            Supplier commitments as contained in the Supplier Product Support Agreements, which include
                                            the following provisions:



 


		(i)	Technical
                                            data and manuals required to operate, maintain, service and overhaul the Supplier Parts will
                                            (a) be prepared in accordance with the applicable provisions of ATA Specification, (b) include
                                            revision service and (c) be published in the English language. The Seller will recommend
                                            that a software user guide, where applicable, be supplied in the form of an appendix to the
                                            Component Maintenance Manual. Such data will be provided in compliance with the applicable
                                            ATA Specification;



 


		(ii)	Warranties
                                            and guarantees, including standard warranties and standard indemnities against copyright
                                            and patent infringement;



 


		(iii)	With
                                            respect to landing gear Suppliers, service life policies for selected structural landing
                                            gear elements;



 


		(iv)	Training
                                            to ensure efficient operation, maintenance and overhaul of the Supplier Parts for the Buyer's
                                            instructors, shop and line service personnel;



 


		(v)	Spares
                                            data in compliance with ATA iSpecification 2200, initial provisioning recommendations, spare
                                            parts and logistics service including routine and expedited deliveries;



 


		(vi)	Technical
                                            service to assist the Buyer with maintenance, overhaul, repair, operation and inspection
                                            of Supplier Parts as well as required tooling and spares provisioning.



  


		17.2	Supplier Compliance



 


The Seller shall monitor
Suppliers’ compliance with support commitments defined in the Supplier Product Support Agreements and shall, if requested by the
Buyer, jointly take remedial action with the Buyer.


 


Nothing in this Clause
17 shall be construed to prevent or limit the Buyer from entering into any direct negotiations or agreements with any Supplier with respect
to or containing different or additional terms and conditions applicable to Suppliers Parts selected by the Buyer to be installed on
the Aircraft.


  






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		17.3	Familiarization Training



 


Upon the Buyer’s request, the Seller
will provide the Buyer with Supplier Product Support Agreements familiarization training at the Seller’s facilities in Blagnac,
France. An on-line training module will also be available to the Buyer through AirbusWorld.


   




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		18	BUYER FURNISHED EQUIPMENT



 


		18.1	Administration



 


		18.1.1.1	In accordance with the Specification, the
                                            Seller shall install those items of equipment that are identified in the Specification as
                                            being furnished by the Buyer (“Buyer Furnished Equipment” or “BFE”),
                                            provided that the BFE and the supplier of such BFE (the “BFE Supplier”)
                                            are referred to in the Airbus BFE Product Catalog valid at the time the BFE Supplier is selected.



 


		18.1.1.2	Notwithstanding the foregoing and without
                                            prejudice to Clause 2.4, if the Buyer wishes to install BFE supplied by a supplier who is
                                            not referred to in the Airbus BFE Product Catalog, the Buyer will so notify the Seller and
                                            the Seller shall conduct, in a timely manner using commercially reasonable efforts, a feasibility
                                            study of the Buyer’s request, in order to consider approving such supplier, provided
                                            that such request is compatible with the Seller’s industrial planning and the associated
                                            Scheduled Delivery Month for the Buyer’s Aircraft. In addition, it is a prerequisite
                                            to such approval that the considered supplier be qualified by the Seller’s Aviation
                                            Authorities to produce equipment for installation on civil aircraft. Any approval of a supplier
                                            under this Clause 18.1.1.2 (such approved supplier, an “Approved BFE Supplier”)
                                            by the Seller shall be performed at the Buyer’s expense. Any BFE supplied by an Approved
                                            BFE Supplier shall comply with the conditions set forth in this Clause 18 and specifically
                                            Clause 18.2.



 


Except for the specific purposes of this
Clause 18.1.1.2, the term “BFE Supplier” shall be deemed to include Approved BFE Suppliers.


 


		18.1.2.1	The Seller shall advise the Buyer of the
                                            dates by which, in the planned release of engineering for the Aircraft, the Seller requires
                                            a written detailed engineering definition encompassing a Declaration of Design and Performance
                                            (the “BFE Engineering Definition”). The Seller shall provide to the Buyer
                                            and/or the BFE Supplier(s), within an appropriate timeframe, the necessary interface documentation
                                            and other technical data and information to enable the development of the BFE Engineering
                                            Definition.



 


The BFE Engineering Definition shall
include the description of the dimensions and weight of BFE, the information related to its certification and the information necessary
for the installation and operation thereof, including when applicable 3D models compatible with the Seller’s systems. The Buyer
shall furnish, or cause the BFE Suppliers to furnish, the BFE Engineering Definition by the dates specified through the Customization
Milestones Chart as set forth in Clause 2.4.1.


 


Thereafter, the BFE Engineering Definition
shall not be revised, except through an SCN executed in accordance with Clause 2.


 


		18.1.2.2	The Seller shall also provide in due time
                                            to the Buyer a schedule of dates and the shipping addresses for delivery of the BFE and,
                                            where requested by the Seller, additional spare BFE to permit installation in the Aircraft
                                            and Delivery of the Aircraft in accordance with the Aircraft delivery schedule. The Buyer
                                            shall provide, or cause the BFE Suppliers to provide, the BFE by such dates in a serviceable
                                            condition, in order to allow performance of any assembly, installation, test or acceptance
                                            process in accordance with the Seller’s industrial schedule. In order to facilitate
                                            the follow-up of the timely receipt of BFE, the Buyer shall, upon the Seller’s request,
                                            provide to the Seller dates and references of all BFE purchase orders placed by the Buyer
                                            with respect to the Aircraft.



 






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The Buyer shall also provide, when requested
by the Seller, at AIRBUS OPERATIONS S.A.S. works in TOULOUSE (FRANCE) and/or at AIRBUS OPERATIONS GmbH works in HAMBURG (GERMANY) and/or
at AIRBUS AMERICAS, INC. works in MOBILE, ALABAMA (USA) adequate field service including support from BFE Suppliers to act in a technical
advisory capacity to the Seller in the installation, calibration and possible repair of any BFE.


 


		18.1.3	At a suitable time prior to CDF and without
                                            prejudice to the Buyer’s obligations hereunder, in order to facilitate the development
                                            of the BFE Engineering Definition, the Seller shall organize meetings between the Seller,
                                            the Buyer and BFE Suppliers. The Buyer hereby agrees to participate in such meetings and
                                            to provide applicable technical and engineering expertise to reach decisions within the defined
                                            timeframe.



 


In addition, throughout the development
phase and up to Delivery of the Aircraft to the Buyer, the Buyer agrees:


 


		§	to
                                            monitor the BFE Suppliers and ensure that they shall enable the Buyer to fulfil its obligations,
                                            including but not limited to those set forth in the Customization Milestones Chart;



 


		§	that,
                                            should a timeframe, quality or other type of risk be identified at a given BFE Supplier,
                                            the Buyer shall allocate reasonable resources to such BFE Supplier so as not to jeopardize
                                            the industrial schedule of the Aircraft;



 


		§	for
                                            major BFE, including, but not being limited to, seats, galleys and IFE (“Major BFE”)
                                            to participate on a mandatory basis in the specific meetings that take place between BFE
                                            Supplier selection and BFE delivery, namely:



 


		o	Preliminary
                                            Design Review (“PDR”),



 


		o	Critical
                                            Design Review (“CDR”);



 


		§	to
                                            attend the First Article Inspection (“FAI”) for the first shipset of all
                                            Major BFE. Should the Buyer not attend such FAI, the Buyer shall delegate the FAI to the
                                            BFE Supplier and confirmation thereof shall be supplied to the Seller in writing; 



 


		§	to
                                            attend the Source Inspection (“SI”) that takes place at the BFE Supplier’s
                                            premises prior to shipping, for each shipset of all Major BFE. Should the Buyer not attend
                                            such SI, the Buyer shall delegate the SI to the BFE Supplier and confirmation thereof shall
                                            be supplied to the Seller in writing. Should the Buyer not attend the SI, the Buyer shall
                                            be deemed to have accepted the conclusions of the BFE Supplier with respect to such SI.



 






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The Seller shall make reasonable efforts
to attend the PDR, the CDR and the FAI on the dates determined by the BFE Supplier in consultation with the Buyer and the Seller. In
doing so, the Seller’s employees shall be acting in an advisory capacity only and at no time shall they be deemed to be acting
as Buyer’s employees or agents, either directly or indirectly.


 


		18.1.4	The BFE shall be imported into FRANCE or
                                            into GERMANY by the Buyer under a suspensive customs system (“Régime de l’entrepôt
                                            douanier ou régime de perfectionnement actif” or “Zollverschluss”)
                                            without application of any French or German tax or customs duty, and shall be shipped according
                                            to the Incoterms 2010 “Delivered At Place (DAP)” to the following shipping addresses,
                                            it being understood that the Seller shall perform all tax and customs formalities in relation
                                            thereto (it being however understood that the payment of any related fees shall be borne
                                            by the Buyer), subject to the Buyer providing (or causing to be provided) all relevant documents
                                            required therefor:



 


AIRBUS OPERATIONS S.A.S.


316 Route de Bayonne


31300 TOULOUSE


FRANCE


 


or


 


AIRBUS OPERATIONS GmbH


Kreetslag 10


21129 HAMBURG


GERMANY


 


or such other location
as may be specified by the Seller.


 


BFE delivered to the
Airbus Americas, Inc. works in Mobile, Alabama (USA), as may be requested by the Seller pursuant to Clause 18.1.2.2, will be shipped
according to the Incoterms 2010 “Delivered Duty Paid (DDP)” to Airbus Americas, Inc., Mobile, Alabama, and the Buyer shall
perform all tax and customs formalities in relation thereto (it being understood that the payment of any related fees shall be borne
by the Buyer).


 


		18.2	Applicable Requirements



 


The Buyer will cause at its expense that
the BFE shall:


 


		§	be
                                            manufactured by a qualified BFE Supplier, and



 


		§	meet
                                            the requirements of the applicable Specification of the Aircraft, and



 


		§	be
                                            delivered with the relevant certification documentation, including but not limited to the
                                            Declaration of Design and Performance, and



 


		§	comply
                                            with the BFE Engineering Definition, and



 






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		§	comply
                                            with applicable requirements incorporated by reference to the Type Certificate and listed
                                            in the Type Certificate Data Sheet, and



 


		§	be
                                            approved by the Aviation Authority issuing the Export Airworthiness Certificate and by the
                                            Buyer’s Aviation Authority for installation and use on the Aircraft at the time of
                                            Delivery of the Aircraft, and



 


		§	not
                                            infringe any patent, copyright or other intellectual property right of the Seller or any
                                            third party, and



 


		§	not
                                            be subject to any legal obligation or other encumbrance that may prevent, hinder or delay
                                            the installation of the BFE in the Aircraft and/or the Delivery of the Aircraft.



 


The Seller shall be entitled to refuse
any item of BFE that is incompatible with the Specification, the BFE Engineering Definition or the certification requirements.


 


The Seller shall without additional charge
to the Buyer, securely and safely store any BFE provided to the Seller.


 


		18.3	Buyer’s Obligation and Seller’s
                                            Remedies



 


		18.3.1	Any delay or failure by the Buyer or the
                                            BFE Suppliers in:



 


		§	complying
                                            with Clause 18.2 or in providing the BFE Engineering Definition or field service mentioned
                                            in Clause 18.1.2.2, or 



 


		§	furnishing
                                            the BFE in a serviceable condition at the requested delivery date, or



 


		§	obtaining
                                            any required approval for such BFE under the above mentioned Aviation Authorities’
                                            regulations, 



 


may delay
the performance of any act to be performed by the Seller, including Delivery of the Aircraft. The Seller shall not be responsible for
such delay which may cause the Final Price of the affected Aircraft to be adjusted in accordance with the updated delivery schedule of
the affected Aircraft, as the case may be, and to include in particular the amount of the Seller’s additional costs, if
any, directly attributable to such delay or failure by the Buyer or the BFE Suppliers, such as storage, taxes, insurance and costs of
out-of-sequence installation.


 


 


		18.3.2	In the event of any delay or failure mentioned
                                            in Clause 18.3.1 above, the Seller may:



 


		(i)	subject to the prior written consent of
                                            the Buyer, select, purchase and install equipment similar to the BFE at issue, in which event
                                            the Final Price of the affected Aircraft shall also be increased by the purchase price of
                                            such equipment plus reasonable costs and expenses incurred by the Seller for handling charges,
                                            transportation, insurance, packaging and, if so required and not already provided for in
                                            the Final Price of the affected Aircraft, for adjustment and calibration; or



 






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		(ii)	if the BFE is delayed by more than *** beyond,
                                            or is not approved within *** of the dates specified in Clause 18.1.2.2, deliver the Aircraft
                                            without the installation of such BFE, notwithstanding applicable terms of Clause 7, if any,
                                            and the Seller shall thereupon be relieved of all obligations to install such equipment.






 


		18.4	Title and Risk of Loss



 


Except as provided for under Clause 18.5,
title to and risk of loss of any BFE shall at all times remain with the Buyer except that risk of loss (limited to cost of replacement
of said BFE) shall be with the Seller for as long as such BFE is under the care, custody and control of the Seller.


 


		18.5	Disposition of BFE Following Termination



 


		18.5.1	Disposition of BFE Following Seller Termination



 


		18.5.1.1	If a Seller Termination of this Agreement pursuant to the provisions
                                                                                                   of Clause 20 occurs with respect to an Aircraft in which all or any part of the BFE has been installed prior to the date of such
                                                                                                   termination, the Seller shall at the Seller’s option, either (i) *** or (ii) *** 



 


		18.5.1.2	The Buyer shall cooperate with the Seller *** pursuant to Clause 18.5.1.1 and shall be responsible
                                                              for ***  The Buyer shall
                                                              ***.



 


		18.5.1.3	The Seller shall notify the Buyer as to
                                            those items of BFE *** pursuant to Clause 18.5.1.1 above and, at the Seller’s
                                            request, the Buyer shall ***  of the date of such notice. The Buyer shall have no claim against
                                            the Seller for damage, loss or destruction of any item of BFE ***



 


		18.5.1.4	The Buyer shall have no claim against the Seller for damage to or destruction of any item of BFE
                                                              damaged or destroyed *** provided that the Seller shall use reasonable care ***



 






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		18.5.2	Disposition of BFE Following Buyer Termination
                                            



 


		18.5.2.1	If a Buyer Termination of this Agreement pursuant to the provisions of
                                                                                                   Clause 20 occurs with respect to an Aircraft in which all or any part of the BFE has been installed prior to the date of such
                                                                                                   termination, the Seller shall *** either (i) *** or (ii) ***



 






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		19	INDEMNITIES AND INSURANCE


 


		19.1	Seller’s Indemnities



 


The Seller shall, except in the case
of gross negligence or willful misconduct of the Buyer, its directors, officers, agents and/or employees, be solely liable for and shall
indemnify, defend and hold the Buyer, its Affiliates and each of their respective directors, officers, agents, employees and insurers
harmless against all losses, liabilities, claims, damages, costs and expenses, including settlements, witness costs, court costs and
reasonable attorneys’ fees (“Losses”), arising from:


 


		(a)	claims for injuries to, or death of, the
                                            Seller’s directors, officers, agents or employees, or loss of, or damage to, property
                                            of the Seller or its employees when such Losses result from either party’s exercise
                                            of any right or performance of any obligation under this Agreement, and



 


		(b)	claims for injuries to, or death of, third
                                            parties, or loss of, or damage to, property of third parties that result from (i) any Technical
                                            Acceptance Process, including any Technical Acceptance Flight or (ii) any exercise the Buyer’s
                                            inspection rights.



 


 


		19.2	Buyer’s Indemnities



 


The Buyer shall, except in the case of
gross negligence or willful misconduct of the Seller, its directors, officers, agents and/or employees, be solely liable for and shall
indemnify, defend and hold the Seller, its Affiliates, its subcontractors, and each of their respective directors, officers, agents,
employees and insurers, harmless against all Losses arising from:


 


		(a)	claims for injuries to, or death of, the
                                            Buyer’s directors, officers, agents or employees, or loss of, or damage to, property
                                            of the Buyer or its employees, when such Losses result from either party’s exercise
                                            of any right or performance of any obligation under this Agreement, and



 


		(b)	claims for injuries to, or death of, third
                                            parties, or loss of, or damage to, property of third parties that result from (i) the provision
                                            of Seller Representatives services under Clause 15 including *** or (ii) the provision of
                                            Aircraft Training Services to the Buyer.



 






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		19.3	Notice and Defense of Claims



 


If any claim is made or suit is brought
against a party or entity entitled to indemnification under this Clause 19 (the “Indemnitee”) for damages for which
liability has been assumed by the other party under this Clause 19 (the “Indemnitor”), the Indemnitee shall promptly
give notice to the Indemnitor and the Indemnitor (unless otherwise requested by the Indemnitee) shall assume and conduct the defense,
or settlement, of such claim or suit, as the Indemnitor shall deem prudent; provided that any settlement will be subject to the prior
consent of the Indemnitee, which shall not be unreasonably withheld. Notice of the claim or suit shall be accompanied by all information
pertinent to the matter as is reasonably available to the Indemnitee and shall be followed by such cooperation by the Indemnitee as the
Indemnitor or its counsel may reasonably request, at the expense of the Indemnitor.


 


If the Indemnitor fails or refuses to
assume the defense of any claim or suit notified to it under this Clause 19, the Indemnitee shall have the right to proceed with the
defense or settlement of the claim or suit as it deems prudent and shall have a claim against the Indemnitor for any judgments, settlements,
costs or expenses, including reasonable attorneys’ fees. Further, in such event, the Indemnitor shall be deemed to have waived
any objection or defense to the Indemnitee’s claim based on the reasonableness of any settlement.


 


		19.4	Insurance



 


For all Aircraft Training Services, to
the extent of the Buyer’s undertaking set forth in Clause 19.2, the Buyer shall:


 


		(a)	cause
                                            the Seller, its Affiliates, its subcontractors and each of their respective directors, officers,
                                            agents and employees to be named as additional insured under the Buyer’s Comprehensive
                                            Aviation Legal Liability insurance policies, including War Risks and Allied Perils (such
                                            insurance to include the AVN 52E, or equivalent market standard coverage, Extended Coverage
                                            Endorsement Aviation Liabilities or any further Endorsement replacing AVN 52E, or equivalent
                                            market standard coverage, as may be available to the extent such coverage is commercially
                                            available as well as any excess coverage in respect of War and Allied Perils Third Parties
                                            Legal Liabilities Insurance), and



 


		(b)	with respect to the Buyer’s Hull All
                                            Risks and Hull War Risks insurances and Allied Perils, cause the insurers of the Buyer’s
                                            hull insurance policies to waive all rights of subrogation against the Seller, its Affiliates,
                                            its subcontractors and each of their respective directors, officers, agents, employees and
                                            insurers except to the extent that such coverage is provided to the Buyer under a U.S. government
                                            program that prohibits such waivers (“US Government Insurance”), it being
                                            understood that the Buyer hereby confirms that as of the date hereof, the Buyer does not
                                            purchase such coverage.



 






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Any applicable deductible for insurance
required under this Clause 19.4 shall be borne by the Buyer. The Buyer shall furnish to the Seller, not less than *** prior to the start
of any Aircraft Training Services, certificates of insurance, in English, evidencing the requested insurance coverage and provisions
as well as period of insurance in a form acceptable to the Seller from the Buyer’s insurance broker(s), certifying that such policies
have been endorsed as follows:


 


		(i)	under the Comprehensive Aviation Legal Liability
                                            Insurances, the Buyer’s policies are primary and non-contributory to any insurance
                                            maintained by the Seller, and



 


		(ii)	such
                                            insurance can only be cancelled or materially altered by the giving of not less than thirty
                                            (30) days (but seven (7) days or such lesser period as may be customarily available in respect
                                            of War Risks and Allied Perils and ten (10) days for non-payment of premium) prior
                                            written notice thereof to the Seller.



 






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		20	TERMINATION



 


		20.1	Termination Events



 


Each of the following shall constitute
a “Termination Event” under this Agreement.


 


		20.1.1	The following shall constitute Termination
                                            Events attributable to the Buyer or the Seller, as applicable:



 


		(1)	Any
                                            case, proceeding or other action is commenced in any jurisdiction against the Buyer or the
                                            Seller or their properties relating to bankruptcy, insolvency, reorganization, relief from
                                            debtors, an arrangement, winding-up, liquidation, dissolution or other relief from, or with
                                            respect to, or readjustment of, the Buyer’s or the Seller’s (as the case may
                                            be) debts or obligations and such case, proceeding or other action remains unstayed, undismissed
                                            or undischarged for ***.



 


		(2)	An
                                            action is commenced in any jurisdiction seeking the appointment of a receiver, trustee, custodian
                                            or other similar official for the Buyer or the Seller for all or substantially all of its
                                            respective assets, and such action remains unstayed, undismissed or undischarged for ***,
                                            or the Buyer or the Seller, as the case may be, makes a general assignment for the benefit
                                            of its creditors.



 


		(3)	An
                                            action is commenced in any jurisdiction against the Buyer or the Seller seeking issuance
                                            of a warrant of attachment, execution, distraint or similar process against all or substantially
                                            all of its respective assets, and such action remains unstayed, undismissed or undischarged
                                            for ***.



 


		(4)	The
                                            Buyer or the Seller admits in writing that it is generally not able to pay its debts as they
                                            become due.



 


		20.1.2	In addition, the following shall constitute
                                            Termination Events attributable to the Buyer:



 


		(1)	The Buyer fails to make payment of:



 


		(i)	any payment(s), other than Predelivery Payments, required to be made under this Agreement when such
                                                               payment(s) is (are) due, *** (a)  ***, (b)  *** and (c) the Seller has provided the Buyer with notice that the Seller will
                                                               consider such non-payment(s) a Termination Event if the Buyer does not  *** of the Buyer’s receipt of
                                                               such notice and the Buyer has not *** of its receipt of such notice;



 


		(ii)	any Predelivery Payment required to be
                                            made under this Agreement and the Seller has provided the Buyer with notice that the Seller
                                            will consider such unpaid Predelivery Payment a Termination Event if the Buyer does not make
                                            such Predelivery Payment within *** of the Buyer’s receipt of such notice and the Buyer
                                            has not made such Predelivery Payment within *** of its receipt of such notice; or






 


		(iii)	payment of all or part of the Final
                                            Price of any Aircraft required to be made under this Agreement.



 






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		(2)	The Buyer repudiates this Agreement in whole
                                            or in part.



 


		(3)	The Buyer defaults in its obligation to
                                            take Delivery of an Aircraft as provided in Clause 9.2.



 


		(4)	Should any pre-delivery payment or payment of the final price of any aircraft required to be made
                                                             under any SPC Purchase Agreement not be made when due and the Seller has provided the Buyer with notice that the Seller will
                                                             consider such unpaid pre-delivery payment or unpaid payment of the final price a Termination Event if the Buyer *** of the
                                                             Buyer’s receipt of such notice and the Buyer has *** of its receipt of such notice.



 


		20.2	***



 






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		20.3	Notice of Termination Event



 


Promptly upon becoming aware of the occurrence
of a Termination Event by a party, the other party shall notify the party to which the Termination Event is attributable of such occurrence
in writing, provided however that any failure to notify shall not prejudice the rights or remedies of the other party hereunder.


 






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		21	ASSIGNMENTS AND TRANSFERS


 


		21.1	Assignments



 


Except as hereinafter provided, neither
party may sell, assign, novate or transfer its rights or obligations under this Agreement to any person without the prior written consent
of the other, except that the Seller may sell, assign, novate or transfer its rights or obligations under this Agreement to any Affiliate
without the Buyer’s consent.


 


Notwithstanding any such sale, assignment,
novation or transfer, the Seller will remain ultimately responsible for fulfilment of all obligations undertaken by the Seller in this
Agreement, provided, however, that the Seller will not be so responsible to the extent performance of such obligations would be prohibited
by applicable law.


 


		21.2	Assignments on Sale, Merger or Consolidation



 


		21.2.1	Either party may assign all but not part
                                            of its rights and obligations under this Agreement to an entity (i) that results from any
                                            merger, consolidation or reorganization of such party; (ii) that acquires or succeeds to
                                            all or substantially all of the assets of such party; or (iii) into which such party may
                                            be merged or consolidated, provided that:



 


		(i)	the assigning party shall provide notice
                                            thereof to the non-assigning party, such notice to contain a summary of the material terms
                                            of the transaction, *** following the public announcement thereof (or if no such announcement,
                                            from the completion thereof);



 


		(ii)	if the assigning party is the Buyer, the
                                            surviving or acquiring entity shall execute an assumption agreement in form and substance
                                            reasonably acceptable to the Seller, agreeing to assume all of the Buyer's obligations under
                                            this Agreement;



 


		(iii)	if the assigning party is the Buyer, the
                                            entity that will take delivery of any Aircraft following the consummation of the transaction
                                            will hold either an FAA Part 121 (or successor provision) air carrier operating certificate,
                                            or an EASA air carrier operating certificate; at the time of any such delivery;



 


		(iv)	if the assigning party is the Buyer, if
                                            the entity that would result from such transaction, or that would acquire all or substantially
                                            all of the Buyer’s assets (including, for the purposes of clarity, this Agreement)
                                            in such transaction, is a direct competitor of the Seller or is an Affiliate of any such
                                            direct competitor, then such assignment shall require the Seller’s prior written consent;



 


		(v)	if
                                            the assigning party is the Buyer, if the surviving or acquiring entity has an existing purchase
                                            agreement for aircraft manufactured by the Seller of the same type as the Aircraft, the Buyer
                                            and Seller shall discuss in good faith the potential rescheduling of the consolidated order
                                            of such surviving or acquiring entity for such aircraft (including the Aircraft) in order
                                            to optimize the delivery schedule of such consolidated order.






 






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		21.2.2	If, at the time of, and immediately following
                                            the consummation of, the transaction, a Termination Event exists or shall have occurred and
                                            be continuing, such transaction shall not prejudice any rights that the non-assigning party
                                            may have in respect thereof.



 


If either party enters into an assignment
that does not comply with the provisions of Clause 21.2.1, such assignment will be null and void and the non-assigning party will be
entitled to deem such attempted assignment as a Termination Event and the terms and conditions of this Clause 20 will apply.


 


		21.3	Designations by Seller



 


The Seller may at any time by notice
to the Buyer designate facilities or personnel of the Seller, AACS or any other Affiliate of the Seller at which or by whom the services
to be performed under this Agreement shall be performed. Notwithstanding such designation, the Seller shall remain ultimately responsible
for fulfilment of all obligations undertaken by the Seller in this Agreement.


 


		21.4	Transfer of Rights and Obligations upon
                                            Reorganization



 


In the event that the Seller is subject
to a corporate restructuring having as its object the transfer of, or succession by operation of law in, all or a substantial part of
its assets and liabilities, rights and obligations, including those existing under this Agreement, to a person (the “Successor”)
that is an Affiliate of the Seller at the time of that restructuring, for the purpose of the Successor carrying on the business carried
on by the Seller at the time of the restructuring, such restructuring shall be completed without consent of the Buyer following notification
by the Seller to the Buyer in writing. The Buyer recognizes that succession of the Successor to the Agreement by operation of law that
is valid under the law pursuant to which that succession occurs shall be binding upon the Buyer.


 


		21.5	Assignments for Delivery Financing



 


Prior to
Delivery, the Buyer will not assign, novate, lease or transfer the Aircraft, or contract to do so, without the Seller's written consent.
However, the Buyer may at the time of Delivery, subject to the Seller's approval of form and substance of the assignment documentation,
which approval will not be unreasonably withheld, assign certain of its rights hereunder, with respect to any Aircraft for the purpose
of causing the Aircraft at the time of Delivery to be subjected to an equipment trust, conditional sale, lien or other arrangement
for the financing by the Buyer of such Aircraft, provided (i) any third party participating in such equipment trust, conditional sale
or other financing arrangement has met Seller’s reasonable due diligence procedures including “know your customer”
requirements of the Seller and (ii) the Buyer simultaneously therewith agrees to a long-term lease from the assignee of such Aircraft
as to which such assignment is applicable; provided, however, that no such action will subject the Seller to any liability which it would
not otherwise be subject to hereunder, or require the Seller to divest itself of title to or possession of any such Aircraft until Delivery
thereof and payment therefor as provided in this Agreement. No action by the Buyer or the Seller under this Clause 21.5 will require
the Seller to divest itself of title to or possession of such Aircraft until Delivery and payment therefor as provided in this Agreement.


 






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	21.6	Post Delivery Resale



 


In the event of the resale of any Aircraft,
the Buyer's rights with respect to warranties and support and services applicable to such Aircraft under this Agreement will inure to
the benefit of such purchaser, but only (i) to the extent such rights exist or remain at the time of such resale and (ii) pursuant to
an assignment agreement in form and substance acceptable to the Seller, which approval will not be unreasonably withheld and (iii) should
the Seller have any obligations towards the subsequent new operator pursuant to such resale, such new operator has met Seller’s
reasonable due diligence procedures including “know your customer” requirements of the Seller.


 






    
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	22	MISCELLANEOUS PROVISIONS



 


	22.0	Material Supply and Services



 


The Seller will make available to the
Buyer support services for Material, which may be needed in connection with the Aircraft operation, including (i) initial provisioning,
(ii) replenishment, (iii) lease of certain Seller Parts, (iv) loan of ground support equipment and (v) repair of certain Seller Parts.
Associated terms and conditions are set forth in Exhibit H attached hereto.


 


	22.1	Data Retrieval



 


On the
Seller's reasonable request, the Buyer shall provide the Seller with all the necessary data, as customarily compiled by the Buyer
and pertaining to the operation of the Aircraft, to assist the Seller in making an efficient and coordinated survey of all reliability,
maintenance, operational and cost data with a view to improving safety, availability, operations and cost efficiency of the aircraft.
For the avoidance of doubt, all intellectual property rights relating to data provided to the Seller pursuant to this Clause 22.1 shall
remain with the Buyer. The provisions of Clause 22.10 shall apply to the Seller’s handling of any such data. The Buyer shall not
unreasonably cease the provision of any such data at any time.


 


The Seller will use such data to run
technical analysis of the Buyer’s Aircraft fleet performance in order to (i) identify root causes of technical issues, (ii) make
recommendations to the Buyer and (iii) propose technical solutions to the Buyer based on comparisons between the Buyer’s Aircraft
fleet-wide performance and a sample of operators operating aircraft of the same type as the Aircraft. The Seller will prepare and support
technical review meetings with the Buyer to present results of such technical analysis, recommendations and/or technical solutions.


  


	22.2	Notices



 


All notices and requests required or
authorized hereunder shall be given in writing either by personal delivery to an authorized officer of the party to whom the same is
given or by commercial courier, express mail, certified air mail (return receipt requested) or facsimile at the addresses and numbers
set forth below. The date on which any such notice or request is so personally delivered, or if such notice or request is given by commercial
courier, express mail, certified air mail or facsimile, the date on which sent, provided that if such date is not a Business Day notice
shall be deemed to have been received on the first following Business Day, shall be deemed to be the effective date of such notice or
request.


 






    
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The Seller will be addressed at:


 


Airbus S.A.S.


Attention: Senior Vice President Contracts


2, rond-point Emile Dewoitine


31700 Blagnac


France


 


***


 


The Buyer shall be addressed at:


 


United Airlines, Inc.


Attention: Managing Director, Fleet Planning
and Transactions


233 South Wacker Drive,


Chicago, Illinois 60606,


USA


 


***


 


From time to time, the party receiving
the notice or request may designate another address or another person.


 


	22.3	Waiver



 


The failure of either party to enforce
at any time any of the provisions of this Agreement, to exercise any right herein provided or to require at any time performance by the
other party of any of the provisions hereof shall in no way be construed to be a present or future waiver of such provisions nor in any
way to affect the validity of this Agreement or any part hereof or the right of the other party thereafter to enforce each and every
such provision. The express waiver by either party of any provision, condition or requirement of this Agreement shall not constitute
a waiver of any future obligation to comply with such provision, condition or requirement.


 


	22.4	International Supply Contract



 


The Buyer and the Seller recognize that
this Agreement is an international supply contract which has been the subject of discussion and negotiation, that all its terms and conditions
are fully understood by the parties, and that the Specification and price of the Aircraft and the other mutual agreements of the parties
set forth herein were arrived at in consideration of, inter alia, all provisions hereof specifically including all waivers, releases
and renunciations by the Buyer set out herein.


 


	22.5	Certain Representations of the Parties



 


	22.5.1	Buyer’s Representations 



 


The Buyer represents and warrants to
the Seller:


 


		(i)	the
                                            Buyer is a corporation organized and existing in good standing under the laws of the State
                                            of Delaware and has the corporate power and authority to enter into and perform its obligations
                                            under this Agreement;



 






    
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		(ii)	neither
                                            the execution and delivery by the Buyer of this Agreement, nor the consummation of any of
                                            the transactions by the Buyer contemplated thereby, nor the performance by the Buyer of the
                                            obligations thereunder, constitutes a breach of any agreement to which the Buyer is a party
                                            or by which its assets are bound;



 


		(iii)	this
                                            Agreement has been duly authorized, executed and delivered by the Buyer and constitutes the
                                            legal, valid and binding obligation of the Buyer enforceable against the Buyer in accordance
                                            with its terms.



 


	22.5.2	Seller’s Representations



 


The Seller represents and warrants to
the Buyer:


 


		(i)	the
                                            Seller is organized and existing in good standing under the laws of the Republic of France
                                            and has the corporate power and authority to enter into and perform its obligations under
                                            the Agreement;



 


		(ii)	neither
                                            the execution and delivery by the Seller of this Agreement, nor the consummation of any of
                                            the transactions by the Seller contemplated thereby, nor the performance by the Seller of
                                            the obligations thereunder, constitutes a breach of any agreement to which the Seller is
                                            a party or by which its assets are bound;



 


		(iii)	this
                                            Agreement has been duly authorized, executed and delivered by the Seller and constitutes
                                            the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance
                                            with its terms.



 


	22.6	Interpretation and Law



 


THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED AND THE PERFORMANCE THEREOF SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT
TO ITS CONFLICT OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.


 


Each of the Seller and the Buyer (i)
hereby irrevocably submits itself to the nonexclusive jurisdiction of the courts of the state of New York, New York County, of the United
States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of
this Agreement, the subject matter hereof or any of the transactions contemplated hereby brought by any party or parties hereto, and
(ii) hereby waives, and agrees not to assert, by way of motion, as a defense or otherwise, in any such suit, action or proceeding, to
the extent permitted by applicable law, any defense based on sovereign or other immunity or that the suit, action or proceeding which
is referred to in clause (i) above is brought in an inconvenient forum, that the venue of such suit, action or proceeding is improper,
or that this Agreement or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by these
courts.


 






    
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THE PARTIES HEREBY ALSO AGREE THAT THE
UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS SHALL NOT APPLY TO THIS TRANSACTION.


 


	22.6.1	The Buyer for itself and its successors and assigns
                                            hereby designates and appoints the Secretary of the Buyer duly elected from time to time
                                            as its legal agent and attorney-in-fact upon whom all processes against the Buyer in any
                                            suit, action or proceeding in respect of any matter as to which it has submitted to jurisdiction
                                            under Clause 22.6 may be served with the same effect as if the Buyer were a corporation organized
                                            under the laws of the State of New York and had lawfully been served with such process in
                                            such state, it being understood that such designation and appointments shall become effective
                                            without further action on the part of its Secretary. The Seller for itself and its successors
                                            and assigns hereby designates and appoints CT Corporation, located at CT Corporation, 111
                                            Eighth Avenue, New York, NY 10011, as its legal agent and attorney-in-fact upon whom all
                                            processes against the Seller in any suit, action or proceeding in respect of any matter as
                                            to which it has submitted to jurisdiction under Clause 22.6 may be served with the same effect
                                            as if the Seller were a corporation organized under the laws of the State of New York and
                                            had lawfully been served with such process in such state.



 


	22.6.2	The assumption in Clause 22.6.1 made for the purpose
                                            of effecting the service of process shall not affect any assertion of diversity by either
                                            party hereto initiating a proceeding in the New York Federal Courts or seeking transfer to
                                            the New York Federal Courts on the basis of diversity.



 


	22.6.3	Service of process in any suit, action or proceeding
                                            in respect of any matter as to which the Seller or the Buyer has submitted to jurisdiction
                                            under Clause 22.6 (i) may be made on the Seller by delivery of the same personally or by
                                            dispatching the same via Federal Express, UPS, or similar international air courier service
                                            prepaid to, CT Corporation, New York City offices as agent for the Seller, it being agreed
                                            that service upon CT Corporation shall constitute valid service upon the Seller or by any
                                            other method authorized by the laws of the State of New York, and (ii) may be made on the
                                            Buyer by delivery of the same personally or by dispatching the same by Federal Express, UPS,
                                            or similar international air courier service prepaid, return receipt requested to: Corporate
                                            Secretary, 233 South Wacker Drive, Chicago, Illinois 60606, or by any other method authorized
                                            by the laws of the State of New York.



 


	22.6.4	Headings



 


All headings in this Agreement are for
convenience of reference only and do not constitute a part of this Agreement.


 


	22.7	Waiver of Jury Trial



 


EACH OF THE PARTIES HERETO WAIVES ITS
RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM OR CROSS-CLAIM THEREIN.


 






    
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	22.8	Waiver of Consequential Damages



 


In no circumstances
shall either party claim or receive consequential damages under this Agreement.


 


	22.9	No Representations Outside of this Agreement



 


The parties declare that, prior to the
execution of this Agreement, they, with the advice of their respective counsel, apprised themselves of sufficient relevant data in order
that they might intelligently exercise their own judgments in deciding whether to execute this Agreement and in deciding on the contents
of this Agreement. Each party further declares that its decision to execute this Agreement is not predicated on or influenced by any
declarations or representations by any other person, party, or any predecessors in interest, successors, assigns, officers, directors,
employees, agents or attorneys of any said person or party, except as set forth in this Agreement. This Agreement resulted from negotiation
involving counsel for all of the parties hereto and no term herein shall be construed or interpreted against any party under the contra
proferentum or any related doctrine.


  


	22.10	Confidentiality



 


	22.10.1	This Agreement and all reports or other data
                                            exchanged by the parties hereunder (including but in no way limited to aircraft or Aircraft
                                            pricing) shall be deemed to be “Confidential Information”. For the purposes
                                            of this Clause 22.10, a “Disclosing Party” is the party who discloses
                                            Confidential Information pursuant to this Agreement and a “Recipient”
                                            is the party who receives Confidential Information pursuant to this Agreement.



 


	22.10.2	The Recipient will, and will cause its employee(s),
                                            and any other person who obtains any part of the Confidential Information through the Recipient,
                                            to preserve the confidentiality of the Confidential Information. Except as provided in this
                                            Agreement, the Recipient shall not:



 


		(i)	copy,
                                            reproduce, distribute or disclose (whether oral or written) to any person, firm, entity or
                                            corporation any of the Confidential Information, or any facts related thereto, other than
                                            on a need-to-know basis, or



 


		(ii)	permit
                                            any third party to have access to such Confidential Information, or



 


		(iii)	use
                                            the Confidential Information for any purpose other than the purpose for which it is provided.



 






    
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	22.10.3	The Recipient may provide the Confidential Information
                                            to its employees, officers, directors, contractors, counsel, auditors and Affiliates (each
                                            such person, an “Individual”), provided such Individuals (i) need to know
                                            the Confidential Information for such Recipient’s performance under the Agreement,
                                            the operation of the party’s business, or for any other purpose specifically agreed
                                            by the parties and (ii) are informed of this Agreement; and provided also that the Recipient
                                            remains fully liable to the Disclosing Party for any disclosure of Confidential Information
                                            by any such Individuals that would constitute a breach of this Clause 22.10 had such Individual
                                            been party to this Agreement.



 


	22.10.4	If a party is required to make any filing with
                                            any governmental agency that involves disclosure of Confidential Information, it will give
                                            the other party prior notice of such filing and an opportunity to review and comment upon
                                            any planned disclosures. The Recipient will act to limit the scope of such disclosures to
                                            the extent legally permissible.



 


	22.10.5	If either party is required by any judicial or
                                            governmental proceeding to disclose any Confidential Information, such party will give the
                                            other party prompt notice of such request, and such other party may seek an appropriate protective
                                            order. If, in the absence of a protective order, a party is nonetheless advised by counsel
                                            that disclosure of the Confidential Information is required by law, such party may disclose
                                            such Confidential Information without liability hereunder. A party may disclose all or any
                                            portion of the Confidential Information without liability (i) as required by law or regulation,
                                            (ii) without prejudice to Clause 22.10.4, as requested by any bank regulatory body or other
                                            governmental authority or any representative thereof with legal authority to compel disclosure,
                                            or (iii) in any action or proceeding or arising out of or related to this Agreement among
                                            the parties hereto, to the extent and only to the extent such disclosure is necessary for
                                            the parties to defend such action.



 


	22.10.6	The term Confidential Information does not include
                                            any information that, as demonstrated through production of credible evidence:



 


		(i)	becomes
                                            or has become generally available to the public other than as a result of violation of this
                                            Clause 22.10;



 


		(ii)	has
                                            been available on a non-confidential basis prior to its disclosure hereunder;



 


		(iii)	is
                                            or has been developed or acquired independently by personnel of the Recipient having no substantive
                                            knowledge of the Confidential Information; or



 


		(iv)	becomes
                                            available on a non-confidential basis from a third party source.



 


	22.10.7	The parties specifically acknowledge that an
                                            action for damages may not be an adequate remedy for a breach by the Recipient of the terms
                                            of this Clause 22.10, and that each party shall be entitled to pursue all remedies available
                                            to it in the event of such breach, including but not limited to, an action against the other
                                            party for equitable relief and emergency or injunctive relief to prevent further or continuing
                                            breach.



 


	22.10.8	The provisions of this Clause 22.10 will survive
                                            termination of the Agreement.



 






    
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	22.11	Severability



 


Any provision of the Agreement determined
to be unlawful or unenforceable under applicable law applied by any court of competent jurisdiction shall, to the extent required by
such law, be deemed severed from the Agreement and rendered ineffective so far as is possible without modifying the remaining provisions.
Where, however, the provisions of any such applicable law may be waived, they are hereby waived by the parties hereto to the fullest
extent permitted by such law, with the result that the provisions of the Agreement shall be a valid and binding and enforceable in accordance
with their terms. The parties agree to replace, so far as practicable, any provision which is prohibited, unlawful or unenforceable with
another provision having substantially the same effect (in its legal and commercial content) as the replaced provision, but which is
not prohibited, unlawful or unenforceable. The invalidity in whole or in part of any provisions of the Agreement shall not void or affect
the validity of any other provision.


 


	22.12	Entire Agreement



 


This Agreement contains the entire agreement
between the parties with respect to the subject matter hereof and supersedes any previous understanding, commitments or representations
whatsoever, whether oral or written. This Agreement shall not be amended or modified except by an instrument in writing of even date
herewith or subsequent hereto executed by both parties or by their fully authorized representatives.


 


	22.13	Inconsistencies



 


In the event of any inconsistency between
the terms of this Agreement and the terms contained in either (i) the Specification, or (ii) any other Exhibit, in each such case the
terms of this Agreement shall prevail over the terms of the Specification or any other Exhibit. For the purpose of this Clause 22.13,
the term Agreement shall not include the Specification or any other Exhibit hereto.


 


	22.14	Language



 


All correspondence, documents and any
other written matters in connection with this Agreement shall be in English.


 






    
	CT1903666 - A320 Family Purchase Agreement - final	Page 98/100
	AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	 

 


     


    

 




	22.15	Counterparts



 


This Agreement has been executed in two
(2) original copies.


 


Notwithstanding the foregoing, this Agreement
may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but
all such counterparts shall together constitute but one and the same instrument.


 






    
	CT1903666 - A320 Family Purchase Agreement - final	Page 99/100
	AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	 

 


     


    

 




IN WITNESS WHEREOF, this A320 Family Purchase
Agreement was entered into as of the day and year first above written.


 


	AIRBUS
    S.A.S.	 
	 	 
	By:
    	Benoît
    de Saint-Exupéry	 
	Title:
    	Senior
    Vice President, Contracts	 




 


	UNITED
    AIRLINES, INC.	 
	  	 
	By:	Gerald
    Laderman 	 
	Title:	Executive
    Vice President and Chief Financial Officer	 




 






    
	CT1903666 - A320 Family Purchase Agreement - final	Page 100/100
	AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	 

 


     


    

 


EXHIBIT A


 


EXHIBIT A 


 


SPECIFICATION


 


The A321 NEO Standard Specification
is contained in a separate folder.


 


The A320 NEO Standard Specification
is contained in a separate folder.


 






    
	CT1903666 - A320 Family Purchase Agreement - final	Exhibit A - Page 1/4
	AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	 




     


    

 


EXHIBIT A


 


Appendix 1 to Exhibit
A


 


List of SCNs - A321
XLR Aircraft


 


 


 





	Option	 	Description	 	 Comments	 	SCN List
    Price
	***	 	***	 	***	 	***
	***	 	***	 	***	 	$***



 


©
AIRBUS S.A.S. All rights reserved. Confidential and proprietary document. This document and all information contained herein is the
sole property of AIRBUS S.A.S. No intellectual property rights are granted by the delivery of this document or the disclosure of its
content. This document shall not be reproduced or disclosed to a third party without the express written consent of AIRBUS S.A.S. This
document and its content shall not be used for any purpose other than that for which it is supplied. They are based on the mentioned
assumptions and are expressed in good faith. Where the supporting grounds for these statements are not shown, AIRBUS S.A.S. will be pleased
to explain the basis thereof. 


AIRBUS,
its logo, A300, A310, A318, A319, A320, A321, A330, A340, A350, A380, A400M are registered trademarks.  




 






    
	CT1903666 - A320 Family Purchase Agreement - final	Exhibit A - Page 2/4
	AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	 




     


    

 


EXHIBIT A


 


Appendix 2 to Exhibit
A


 


List of SCNs - A321
NEO Aircraft


 





 


 





	Option	 	Description	 	 Comments	 	SCN List
    Price
	***	 	***	 	***	 	$***


 


©
AIRBUS S.A.S. All rights reserved. Confidential and proprietary document. This document and all information contained herein is the
sole property of AIRBUS S.A.S. No intellectual property rights are granted by the delivery of this document or the disclosure of its
content. This document shall not be reproduced or disclosed to a third party without the express written consent of AIRBUS S.A.S. This
document and its content shall not be used for any purpose other than that for which it is supplied. They are based on the mentioned
assumptions and are expressed in good faith. Where the supporting grounds for these statements are not shown, AIRBUS S.A.S. will be pleased
to explain the basis thereof.


AIRBUS,
its logo, A300, A310, A318, A319, A320, A321, A330, A340, A350, A380, A400M are registered trademarks.  



 






    
	CT1903666 - A320 Family Purchase Agreement - final	Exhibit A - Page 3/4
	AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	 




     


    

 


EXHIBIT A


 


Appendix 3 to Exhibit
A


 


List of SCNs - A320
NEO Aircraft


 


 


 


 





	Option	 	Description	 	 Comments	 	Selected
    SCN Price
	***	 	***	 	***	 	$***


 


©
AIRBUS S.A.S. All rights reserved. Confidential and proprietary document. This document and all information contained herein is the
sole property of AIRBUS S.A.S. No intellectual property rights are granted by the delivery of this document or the disclosure of its
content. This document shall not be reproduced or disclosed to a third party without the express written consent of AIRBUS S.A.S. This
document and its content shall not be used for any purpose other than that for which it is supplied. They are based on the mentioned
assumptions and are expressed in good faith. Where the supporting grounds for these statements are not shown, AIRBUS S.A.S. will be pleased
to explain the basis thereof.


AIRBUS,
its logo, A300, A310, A318, A319, A320, A321, A330, A340, A350, A380, A400M are registered trademarks.



 






    
	CT1903666 - A320 Family Purchase Agreement - final	Exhibit A - Page 4/4
	AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	 




     


    

 



 


EXHIBIT B


 


EXHIBIT B


 





Exhibit B-1:
Form of Specification Change Notice


 


Exhibit B-2:
Form of Manufacturer Specification Change Notice


 






    
	CT1903666 - A320 Family Purchase Agreement - final	Exhibit B - Page-1/7
	AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	 

 


     


    

 


EXHIBIT B-1


 


	

     

    SPECIFICATION CHANGE NOTICE

     

    (SCN)
	 

    For

     

     

    SCN Number

    Issue

    Dated

    Page

     

	 

    Title : 

     

    Description : 

     

     

     

     

     

     

     

     

     

    Effect on weight :

    

    

     • Manufacturer’s Weight Empty change
    :

     • Operational Weight Empty change :

     • Allowable Payload change :

     

    Remarks / References

    

     

    Specification changed by this SCN

     

    This SCN requires prior or concurrent acceptance of the following
    SCN(s):

    

     







	 
	Price
    per aircraft 
	 
	US
    DOLLARS:
	AT
    DELIVERY CONDITIONS:
	 
	 
	This
    change will be effective on 	AIRCRAFT N°	and
    subsequent.
	Provided
    approval is received by 
	 
	Buyer
    approval	 	Seller approval
	 	 	 
	By
    :	 	By:
	Date
    :	 	Date
    :
	 	 	 




 






    
	CT1903666 - A320 Family Purchase Agreement - final	Exhibit B - Page-2/7
	AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	 

 


     


    

 


EXHIBIT B-1


 


	 

    SPECIFICATION CHANGE NOTICE

     

    (SCN)
	 

    For

    


     

    SCN Number

    Issue

    Dated

    Page

     

	 

     

    Specification repercussion:

    After contractual agreement with respect
    to weight, performance, delivery, etc., the indicated part of the specification wording will read as follows:

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     




 






    
	CT1903666 - A320 Family Purchase Agreement - final	Exhibit B - Page-3/7
	AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	 

 


     


    

 


EXHIBIT B-1


 


	

     

    SPECIFICATION CHANGE NOTICE

     

    (SCN)
	 

    For

    

     

    SCN Number

    Issue

    Dated

    Page

     

	 

     

    Scope
    of change (FOR INFORMATION ONLY)

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     







 









    
	CT1903666 - A320 Family Purchase Agreement - final	Exhibit B - Page-4/7
	AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	 

 


     


    

 


EXHIBIT B-2


 


	

     

    MANUFACTURER SPECIFICATION CHANGE NOTICE

     

    (MSCN)
	 

    For

    

     

    MSCN Number

    Issue

    Dated

    Page

     

	 

    Title : 

     

    Description : 

     

     

     

     

     

     

     

     

     

     

    Effect on weight :

    • Manufacturer’s Weight Empty change
    :

    • Operational Weight Empty change :

    • Allowable Payload change :



     

    Remarks / References

     

     

     

    Specification changed by this MSCN

     

     










	 
	Price
    per aircraft 
	 
	US
    DOLLARS:
	AT
    DELIVERY CONDITIONS:
	 
	 
	This
    change will be effective on 	AIRCRAFT N°	and
    subsequent.
	Provided
    MSCN is not rejected by
	 
	Buyer
    approval	 	Seller approval
	 	 	 
	By
    :	 	By:
	Date
    :	 	Date
    :
	 	 	 


 






    
	CT1903666 - A320 Family Purchase Agreement - final	Exhibit B - Page-5/7
	AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	 

 


     


    




 


EXHIBIT B-2


 


	

     

    MANUFACTURER SPECIFICATION CHANGE NOTICE

     

    (MSCN)
	 

    For

     

    MSCN Number

    Issue

    Dated

    Page

     

	 

     

    Specification repercussion:

    After contractual agreement with respect
    to weight, performance, delivery, etc., the indicated part of the specification wording will read as follows:

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     




 






    
	CT1903666 - A320 Family Purchase Agreement - final	Exhibit B - Page-6/7
	AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	 

 


     


    

 


EXHIBIT B-2


 


	

     

    MANUFACTURER SPECIFICATION CHANGE NOTICE

     

    (MSCN)
	 

    For

     

    MSCN Number

    Issue

    Dated

    Page

     

	 

     

    Scope
    of change (FOR INFORMATION ONLY)

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     






 






    
	CT1903666 - A320 Family Purchase Agreement - final	Exhibit B - Page-7/7
	AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	 

 


     


    

 



 


EXHIBIT C


 


	PART 1	SELLER PRICE *** FORMULA
	 	 
	 	***




 









    	CT1903666 - A320 Family Purchase Agreement - final	Exhibit C Part 1 - Page 1/1

AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL


     


    

 


EXHIBIT C


 


	PART 2	PROPULSION SYSTEMS PRICE REVISION FORMULA
	 	CFM INTERNATIONAL 







 


	1.	REFERENCE
                                            PRICE OF THE PROPULSION SYSTEMS
	 	 
	 	***



 






    	CT1903666 - A320 Family Purchase Agreement - final	Exhibit C Part 2 CFM - Page 1/1

AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL


     


    

 


EXHIBIT C



 


	PART 2	PROPULSION SYSTEMS PRICE REVISION FORMULA
	 	 
	 	***
	1.	REFERENCE PRICE OF THE PROPULSION SYSTEMS
	 	 
	 	***



 






    	CT1903666 - A320 Family Purchase Agreement - final	Exhibit C Part 2 IAE LLC - Page 1/1

AIRBUS S.A.S. & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL


     


    

 


EXHIBIT E


 


 


FORM OF AIRCRAFT BILL OF SALE


 






    	CT1903666 - A320 Family Purchase Agreement - final	Exhibit E   - Page 1/3

AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL


     


    

 


EXHIBIT E-1


 


AIRCRAFT BILL OF SALE


(the “Bill of Sale”)


 


Know all men by
these presents that Airbus S.A.S., a French société par actions simplifiée, organized and existing
under the laws of France, having its registered office located at 2, rond-point Emile Dewoitine, 31700 Blagnac, France, registered with
the Commercial and Companies Register of Toulouse under number 383 474 814 (the “Seller”), was, this _____
day of __________ _____, the owner of the following airframe (the “Airframe”), the [engines/propulsion systems] as
specified (the “[Engines/Propulsion Systems]”) and all appliances, components, parts, instruments, accessories,
furnishings, modules and other equipment of any nature, excluding buyer furnished equipment, incorporated therein, installed thereon
or attached or allocated thereto on the date hereof (the “Parts”):


 


	AIRFRAME:	[ENGINES/PROPULSION SYSTEMS]:
	AIRBUS Model A3__-___	[engine or p/s manufacturer] Model _____




 


	MANUFACTURER'S
  SERIAL NUMBER:	ENGINE SERIAL NUMBERS:
	___________________________________	LH:        ____________________
	 	RH:       ____________________







REGISTRATION
MARK:_____________


 


 


The Airframe, [Engines/Propulsion Systems] and
Parts are hereafter together referred to as the “Aircraft”.


 


The Seller does,
on this _____ day of __________ _____, convey, sell, transfer and deliver all of its rights, title and interest in and to the Aircraft
to the following entity and to its successors and assigns forever, the said Aircraft to be the property thereof:


 


[Insert name of Buyer]


[Insert address of Buyer]


(the “Buyer”)


 


The Seller hereby warrants to the Buyer and to
its successors and assigns forever that (i) the Seller had good and lawful right to convey, sell, deliver and transfer all of its rights,
title and interests in and to the Aircraft to the Buyer, (ii) the Seller conveyed to the Buyer good, legal and valid title to the Aircraft,
free and clear of all liens, claims, charges and encumbrances (except for any liens, claims, charges or encumbrances created by or on
behalf of the Buyer), and (iii) the Seller shall defend such title forever against all claims and demands whatsoever.


 


This Bill of Sale shall be governed by and construed
in accordance with the laws of the State of New York, U.S.A.


 


IN WITNESS WHEREOF, the Seller has caused this
instrument to be executed by its duly authorized representative this _____ day of __________ _____ in [Delivery Location located outside
of the United States].


 


AIRBUS S.A.S.


Name:


Title:


Signature:


 






    	CT1903666 - A320 Family Purchase Agreement - final	Exhibit E   - Page 2/3

AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL


     


    

 


EXHIBIT E-2


 


AIRCRAFT BILL OF SALE


(the “Bill of Sale”)


 


Know all men by
these presents that Airbus Americas, Inc., a Delaware corporation having its principal place of business at 2550 Wasser Terrace,
Suite 9100, Herndon, VA 20171, United States (the “Seller”), was, this _____ day of __________ _____, the owner of
the following airframe (the “Airframe”), the [engines/propulsion systems] as specified (the “[Engines/Propulsion
Systems]”) and all appliances, components, parts, instruments, accessories, furnishings, modules and other equipment of any
nature, excluding buyer furnished equipment, incorporated therein, installed thereon, or attached or allocated thereto on the date hereof
(the “Parts”):


 


	AIRFRAME:	[ENGINES/PROPULSION SYSTEMS]:
	AIRBUS Model A3__-___	[engine or p/s manufacturer] Model _____




 


	MANUFACTURER'S
  SERIAL NUMBER:	ENGINE SERIAL NUMBERS:
	__________________________________	LH:       ____________________
	 	RH:       ____________________







REGISTRATION
MARK:___________


 


 


The Airframe, [Engines/Propulsion Systems] and
Parts are hereafter together referred to as the “Aircraft”.


 


The Seller does, on this _____ day of __________
_____, convey, sell, transfer and deliver all of its rights, title and interest in and to the Aircraft to the following entity and to
its successors and assigns forever, the said Aircraft to be the property thereof:


 


[Insert name of Buyer]


[Insert address of Buyer]


(the “Buyer”)


 


The Seller hereby warrants to the Buyer and to
its successors and assigns forever that (i) the Seller had good and lawful right to convey, sell, deliver and transfer all of its rights,
title and interests in and to the Aircraft to the Buyer, (ii) the Seller conveyed to the Buyer good, legal and valid title to the Aircraft,
free and clear of all liens, claims, charges and encumbrances (except for any liens, claims, charges or encumbrances created by or on
behalf of the Buyer), and (iii) the Seller shall defend such title forever against all claims and demands whatsoever.


 


This Bill of Sale shall be governed by and construed
in accordance with the laws of the State of New York, U.S.A.


 


IN WITNESS WHEREOF, the Seller has caused this
instrument to be executed by its duly authorized representative this _____ day of __________ _____ in Mobile, Alabama, United States.


 


AIRBUS AMERICAS, INC.


Name:


Title:


Signature:


 






    	CT1903666 - A320 Family Purchase Agreement - final	Exhibit E   - Page 3/3

AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL


     


    

 


 


EXHIBIT F


 


 


EXHIBIT F


 


 





SERVICE LIFE POLICY


 


 


LIST OF ITEMS 


 






    	CT1903666 - A320 Family Purchase Agreement - final	Exhibit F - Page 1/2

AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL


     


    

 








EXHIBIT F


 


SELLER SERVICE LIFE POLICY


 


 


		1	The
                                            Items covered by the Service Life Policy pursuant to Clause 12.2 are those Seller Items of
                                            primary and auxiliary structure described hereunder.
	 	 	 
	 	 	 
	 	 	***



 






    	CT1903666 - A320 Family Purchase Agreement - final	Exhibit F - Page 2/2

AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL


     


    

 


EXHIBIT G 


 


 


TECHNICAL DATA INDEX


 






    	CT1903666 - A320 Family Purchase Agreement - final	Exhibit G - Page 1/11

AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL


     


    

 


EXHIBIT G


 


TECHNICAL DATA INDEX


 


Where applicable, data will be established in
general compliance with ATA iSpecification 2200 jointly defined by the ASD (Aerospace and Defense Industries Association of Europe),
AIA (Aerospace Industries Association) and ATA (Air Transport Association of America), as applicable.


 


 


AVAILABILITY




 


Except as specifically otherwise set forth in
this Exhibit G, all Technical Data shall be available on-line through the relevant service on AirbusWorld.


 





 


The following index identifies the Technical
Data provided in support of the Aircraft.


 


The explanation of the table is as follows:


 


		NOMENCLATURE	Self-explanatory



 


		ABBR.	Abbreviated
                                            designation of the relevant Technical Data



 


FORMATS:


     







ADVANCED CONSULTATION
TOOL


 


Includes the relevant Technical Data and an advanced
consultation and navigation software to browse the data.


 


SPECIFIC FORMATS


 


Refers to Technical Data, which are neither located
in an “Advanced Consultation Tool” nor issued as SGML/XML raw data. Such Technical Data may be available as either:


 


		-	Portable Document Format (PDF), allowing data
                                            consultation, or



 


		-	Office
                                            Automation Format, such as XLS and/or Rich Text Format (Word RTF) or HyperText Markup
                                            Language (HTML), for consultation and information update, or



 


		-	Task Structure Data File (TSDF).



 


XML/SGML raw
data


 


1/ Maintenance, Planning, Structural, Overhaul
and Engineering Data


 


ATA iSpecification 2200 compliant
raw data, for data processing by the Buyer.


 


If the Buyer has elected to receive
raw data from the Seller, effective delivery of such raw data shall only take place upon request from the Buyer to the Seller.


 


2/ Flight Operations Data


 


Raw data shall be delivered in XML
format by default.


 






    	CT1903666 - A320 Family Purchase Agreement - final	Exhibit G - Page 2/11

AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL


     


    

 


EXHIBIT G


 


		TYPE	C	CUSTOMIZED.
                                            Refers to manuals or data that are applicable to an individual Airbus customer/operator fleet
                                            or aircraft.



 


		G	GENERIC. Refers to manuals that are applicable
                                            for all Airbus aircraft types/models/series.



 


		E	ENVELOPE. Refers to manuals that are applicable
                                            to a whole group of Airbus customers for a specific aircraft type/model/series.



 


	DELIVERY
  (Deliv)	Delivery refers to scheduled delivery dates and is expressed in either the number of corresponding
  days prior to first Aircraft delivery, or nil (0) referring to the Delivery Date of the corresponding Aircraft.
	 	 
	 	The number of days indicated shall be rounded up to the next regular revision release date.




 









    	CT1903666 - A320 Family Purchase Agreement - final	Exhibit G - Page 3/11

AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL


     


    

 


EXHIBIT G


 


	***	***	***	***	***	***	***	***


 






    	CT1903666 - A320 Family Purchase Agreement - final	Exhibit G - Page 4/11

AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL


     


    

 


 


 


 


 


 


 


 



 


EXHIBIT H


 


EXHIBIT H


 


MATERIAL 


 


 


SUPPLY AND SERVICES


 






    	CT1903666 - A320 Family Purchase Agreement - final
 AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	Exhibit H – Page 1/8



     


    

 


EXHIBIT H


 


CONTENTS


 


PARAGRAPHS


 


	1	-	GENERAL
	 	 	 
	2	-	INITIAL PROVISIONING AND REPLENISHMENT
	 	 	 
	3	-	WARRANTIES ON SELLER PARTS
	 	 	 
	4	-	LEAD TIMES FOR MATERIAL OTHER THAN INITIAL PROVISIONING MATERIAL
	 	 	 
	5	-	DELIVERY
	 	 	 
	6	-	INTENTIONALLY LEFT BLANK
	 	 	 
	7	-	OTHER MATERIAL SUPPORT
	 	 	 
	8	-	COMMERCIAL CONDITIONS
	 	 	 
	9	-	TITLE
	 	 	 
	10	-	TERMINATION OF SPARES PROCUREMENT COMMITMENTS
	 	 	 
	11	-	INCONSISTENCIES







 






    	CT1903666 - A320 Family Purchase Agreement - final
 AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	Exhibit H – Page 2/8



     


    

 


		1.	GENERAL



 


		1.1	Scope
                                            of Material Support



 


		1.1.1	This Exhibit H defines the terms and conditions
                                            for the support services offered by the Seller to the Buyer relating to the Aircraft only,
                                            in the following areas:



 


***


 


References
made to Paragraphs shall refer to paragraphs of this Exhibit H, unless otherwise specified.


 


For the exclusive
purposes of this Exhibit H, the term “Supplier” shall mean any supplier providing any of the Material listed in Paragraph
1.2.1 (each item of Material supplied by a Supplier being a “Supplier Part”).


 


The term “SPEC
2000” as used throughout this Exhibit H means the “E-Business Specification for Materiels Management” document
published by the Air Transport Association of America.


 


Notwithstanding
any other agreement in force between the Buyer and the Seller as of the date hereof pertaining to spare parts procurement by the Buyer
in relation to Airbus aircraft, this Exhibit H shall be the only agreement between the Buyer and the Seller governing the terms and conditions
applicable to the A320neo Family Spare Parts Procurement.


 


		1.2	Material



 


		1.2.1	The “Material” will
                                            be comprised of the following:



 


***


 


		1.3	Term



 


***


 


		1.4	Stores



 


***


 


		1.4.3	Other Points of Shipment



 


***


 


		1.4.4	Customer Order Desk



 


***


 


		1.5	Spare Parts Representative Services



 


***


 






    	CT1903666 - A320 Family Purchase Agreement - final
 AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	Exhibit H – Page 3/8



     


    

 


		1.6	Seller Parts Procurement



 


***


 


		1.7	Manufacture of parts equivalent to Seller
                                            Parts by the Buyer



 


		1.7.1	***



 


		2	INITIAL
                                            PROVISIONING AND REPLENISHMENT



 


		2.1	Initial
                                            Provisioning 



 


		2.1.1	Period



 


***


 


		2.1.2	Pre-Provisioning
                                            Meeting



 


***


 


		2.1.3	Initial
                                            Provisioning Conference



 


***


 


		2.1.4	Initial
                                            Provisioning Data



 


***


 


		2.1.5	Supplier-Supplied
                                            Data



 


***


 


		2.1.6	Supplementary Data



 


***


 


		2.1.7	Commercial
                                            Offer for Certain Material



 


***


 


		2.1.8	Delivery
                                            of Initial Provisioning Material



 


***


 


		2.1.9	***



 
		3.	WARRANTIES ON SELLER PARTS


 


		3.1	Nature of Warranty



 


***


 






    	CT1903666 - A320 Family Purchase Agreement - final
 AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	Exhibit H – Page 4/8



     


    

 


		3.2	Exceptions



 


***


 


		3.3	Warranty Periods



 


***


 


		3.4	Limitations of Warranty



 


***


 


		3.6	Duplicate Remedies



 


***


 


		4.	LEAD
                                            TIMES FOR MATERIAL OTHER THAN INITIAL PROVISIONING MATERIAL



 


***


 


		4.2	Expedite Service



 


***


 


		5.	DELIVERY 



 


***


 


		5.1	Shortages, Overshipments, Non-Conformity
                                            in Orders



 


***


 


		5.1.3	Packaging



 


***


 


		5.1.4	Cessation of Deliveries



 


***


 


		6	INTENTIONALLY LEFT BLANK



 





		7	OTHER MATERIAL SUPPORT



 


		7.1	***



 






    	CT1903666 - A320 Family Purchase Agreement - final
 AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	Exhibit H – Page 5/8



     


    

 


		7.1.1	General



 


***


 


		7.1.2	Title



 


***


 


		7.1.3	Warranties



 


		7.1.3.1	***



 


		7.1.3.2	Warranty and Notice Periods



 


***


 


		7.2	Tools and Ground Support Equipment 



 


***


 


		8	COMMERCIAL
                                            CONDITIONS



 


		8.1	Price



 


***


 


		8.2	Payment Procedures and Conditions



 


***


 


		8.3	Payment in Full 



 


***


 


		9.	TITLE



 


With the exception
of Material to be supplied under Paragraph 7.1, title to any Material purchased under Exhibit H shall remain with the Seller until full
payment of the invoices and interest thereon, if any, has been received by the Seller.


 


The Buyer will at
all times keep an amount of Material at least equal in value to the total amount of invoices for Material outstanding to the Seller at
any given time free from any lien, debenture, security interest or other similar interest charge or claim in favor of any third party.


 


 


		10.	TERMINATION OF SPARES PROCUREMENT COMMITMENTS



 


Any termination
of the Agreement under its terms shall ***. The Seller may, but shall not be required, to ***.


 


		11.	INCONSISTENCY



 


In the event of any
inconsistency between ***, this Exhibit H shall prevail to the extent of such inconsistency.


 






    	CT1903666 - A320 Family Purchase Agreement - final
 AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	Exhibit H – Page 6/8



     


    

 


Exhibit
H


 


APPENDIX “A” TO PARAGRAPH 7.1.1



 


***





 






    	CT1903666 - A320 Family Purchase Agreement - final
 AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	Exhibit H – Page 7/8



     


    

 


EXHIBIT I 


 


LICENSES AND ONLINE SERVICES


 


		Part 1	END-USER
                                            LICENSE AGREEMENT FOR SOFTWARE



			The parties agree to negotiate
                                            in good faith license terms governing use of software no later than ***
                                            prior to Delivery of the first (1st) firmly ordered Aircraft.



 


		Part 2	GENERAL
                                            TERMS AND CONDITIONS OF ACCESS TO AND USE OF AIRBUSWORLD



			The general terms and conditions
                                            of access to and use of the secure area of the AirbusWorld / online services (as amended
                                            and supplemented from time to time) are already agreed and contained in a separate folder.



 






    	CT1903666 - A320 Family Purchase Agreement - final
 AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	Exhibit I – Page 1/1



     


    

 



 


EXHIBIT J


 


FORM OF AIRBUS S.A.S. WARRANTY


 


AIRBUS S.A.S. WARRANTY


 





Airbus S.A.S. hereby warrants to United Airlines,
Inc. (the “Buyer”) and to its successors and assigns forever that the bill of sale executed by Airbus Americas, Inc.,
dated ___ ________ _____ and relating to one Aircraft comprising an Airbus A3__-____ airframe bearing MSN __________ (the “Bill
of Sale”) conveyed to the Buyer on the date thereof good, legal and valid title to the Aircraft (as defined in the Bill of
Sale), free and clear of all liens, claims, charges and encumbrances (except for any liens, claims, charges or encumbrances created by
or on behalf of the Buyer), and that Airbus Americas, Inc. had good and lawful right to convey, sell, deliver and transfer all of its
rights, title and interest in and to the Aircraft to the Buyer and that Airbus S.A.S. will warrant and shall defend such title forever
against all claims and demands whatsoever.


 


This Airbus S.A.S. Warranty shall be governed
by and construed in accordance with the laws of the State of New York, U.S.A.


 


IN WITNESS WHEREOF,
Airbus S.A.S. has caused this Airbus S.A.S. Warranty to be executed by its duly authorized representative this ______ day of _________
______.


 





AIRBUS S.A.S.


 


	Name:	Benoît de Saint-Exupéry	 
	Title:	Senior Vice President, Contracts	 
	Signature:	/s/ Benoît de Saint-Exupéry	 




 






    
	CT1903666 - A320 Family Purchase Agreement - final	Exhibit J - Page 1/1
	AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	 




     


    

 


LETTER AGREEMENT NO. 1


 


TO THE A320 FAMILY PURCHASE AGREEMENT


 


As of December 3, 2019


 


UNITED AIRLINES, INC.


233 South Wacker Drive


Chicago, Illinois 60606


USA


 


Re: ***


 





Dear Ladies and Gentlemen,


 


UNITED AIRLINES, INC. (the “Buyer”),
and AIRBUS S.A.S. (the “Seller”), have entered into an A320 Family Purchase Agreement dated as of the date hereof
(the “Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain
Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter
Agreement No. 1 (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft.
Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement.
The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.


 


Both parties agree that this Letter Agreement
will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein
by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this
Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.


 






    
	CT1903666 – A320 Family Purchase Agreement – final	LA1-1
	AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	 

 


     


    

 


		1	***



 


		1.1	Clause 5.3.3 of the Agreement is deleted
                                            in its entirety and replaced with the following quoted text:



 


QUOTE


 


		5.3.3	*** shall be paid according to the
                                            following schedules:



 


***.


 


		5.3.3.1	For each Aircraft in the initial
                                            firm order of fifty (50) A321 XLR Aircraft:



 


	 	Payment Date  	Percentage of *** 

    Reference Price
	 	***	***	***%
	 	TOTAL PAYMENT *** DELIVERY	***%
	 	 	 	 



 





***.


 





		5.3.3.2	For each *** Aircraft:



 


	 	Payment Date  	Percentage of ***

    Reference Price
	 

                           
	***	***	***%
	 	
	 	TOTAL PAYMENT PRIOR TO DELIVERY	***%
	 	 	 	 



 


***.


 


UNQUOTE


 


1.2       ***


 


 


		1.3	Clause 5.3.5 of the Agreement is deleted
                                            in its entirety and replaced with the following quoted text:



 


QUOTE


 


5.3.5       ***


 


UNQUOTE


 






    
	CT1903666 – A320 Family Purchase Agreement – final	LA1-2
	AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	 

 


     


    

 


		2	ASSIGNMENT



 


This Letter Agreement and the rights
and obligations of the parties will be subject to the provisions of Clause 21 of the Agreement.


 





		3	CONFIDENTIALITY



 


This Letter Agreement is subject to
the terms and conditions of Clause 22.10 of the Agreement.


 





		4	COUNTERPARTS



 


This Letter Agreement may be executed
by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts
will together constitute but one and the same instrument. If the foregoing correctly sets forth your understanding, please execute the
original and one (1) copy hereof in the space provided below and return a copy to the Seller.


 



    
	CT1903666 – A320 Family Purchase Agreement – final	LA1-3
	AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	 

 


     


    




 


	 	Very truly yours,
	 	 
	 	AIRBUS S.A.S.
	 	 
	 	 
	 	By:	Benoît de Saint-Exupéry
	 	 
	 	Its:	Senior Vice President, Contracts




 


	Accepted and Agreed
	 
	 
	UNITED AIRLINES, INC.
	 
	 
	By:	Gerald Laderman	 
	 
	Its:	Executive Vice President and Chief Financial
    Officer	 







 






    
	CT1903666 – A320 Family Purchase Agreement – final	LA1-4
	AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	 

 


     


    

 


LETTER AGREEMENT NO. 2


 


TO THE A320 FAMILY PURCHASE AGREEMENT


 





As of December 3, 2019


 


UNITED AIRLINES, INC.


233 South Wacker Drive


Chicago, Illinois 60606


USA


 


Re: CREDIT MATTERS


 


Dear Ladies and Gentlemen,


 


UNITED AIRLINES, INC. (the “Buyer”),
and AIRBUS S.A.S. (the “Seller”), have entered into an A320 Family Purchase Agreement dated as of the date hereof
(the “Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain
Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter
Agreement No. 2 (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft.
Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement.
The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.


 


Both parties agree that this Letter Agreement
will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein
by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this
Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.


 






    
	CT1903666 – A320 Family Purchase Agreement – final	LA2-1
	AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	 

 


     


    

 


		1	A321 XLR AIRCRAFT ***



 


***


 





		2	A321 NEO AIRCRAFT ***



 


***


 


		3	A320 NEO AIRCRAFT ***



 


		4	***



 


		5	ASSIGNMENT



 


This Letter Agreement and the rights
and obligations of the parties will be subject to the provisions of Clause 21 of the Agreement.


 





		6	CONFIDENTIALITY



 


This Letter Agreement is subject to
the terms and conditions of Clause 22.10 of the Agreement.


 


		7	COUNTERPARTS



 


This Letter Agreement may be executed
by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts
will together constitute but one and the same instrument.


 






    
	CT1903666 – A320 Family Purchase Agreement – final	LA2-2
	AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	 

 


     


    

 


If the foregoing correctly sets forth your understanding,
please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


 


	 	 
	 	Very truly yours,
	 	 
	 	AIRBUS S.A.S.
	 	 
	 	 
	 	By:	Benoît de Saint-Exupéry
	 	 
	 	Its:	Senior Vice President, Contracts
	 	 




 


	Accepted and Agreed
	 
	 
	UNITED AIRLINES, INC.
	 
	 
	By:	Gerald Laderman	 
	 
	Its:	Executive Vice President and Chief Financial
    Officer	 
	 




 






    
	CT1903666 – A320 Family Purchase Agreement – final	LA2-3
	AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	 

 


     


    

 


LETTER AGREEMENT NO. 3


 


TO THE A320 FAMILY PURCHASE AGREEMENT


 


As of December 3, 2019


 


UNITED AIRLINES, INC.


233 South Wacker Drive


Chicago, Illinois 60606


USA


 


Re: ***


 


Dear Ladies and Gentlemen,


 


UNITED AIRLINES, INC. (the “Buyer”),
and AIRBUS S.A.S. (the “Seller”), have entered into an A320 Family Purchase Agreement dated as of the date hereof
(the “Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain
Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter
Agreement No. 3 (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft.
Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement.
The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.


 


Both parties agree that this Letter Agreement
will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein
by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this
Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.


 




    
	CT1903666 – A320 Family Purchase Agreement – final	LA3-1
	AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	 

 


     


    

 


	1	DEFINITIONS
	 
	 	Clause 0 to the Agreement is amended to add the following
    defined terms between the “QUOTE” and “UNQUOTE”:
	 
	 	QUOTE
	 
	 	*** Aircraft – has the meaning set forth in Paragraph 2.2.1 of
    Letter Agreement No. 3.
	 
	 	*** Notice – has the meaning set forth in Paragraph 2.2.1 of Letter
    Agreement No. 3.
	 
	 	*** – has the meaning set forth in Paragraph 2.1 of Letter Agreement
    No. 3.
	 
	 	*** Aircraft – has the meaning set forth in Paragraph 2.1 of Letter
    Agreement No. 3.
	 
	 	*** Fee Portion – has the meaning set forth in Paragraph 2.1 of
    Letter Agreement No. 3.
	 
	 	First *** Fee Portion – has the meaning set forth in Paragraph
    2.1 of Letter Agreement No. 3.
	 
	 	Second *** Fee Portion – has the meaning set forth in Paragraph
    2.1 of Letter Agreement No. 3.
	 
	 	*** – has the meaning set forth in Paragraph 2.2.1 of Letter Agreement
    No. 3.
	 
	 	*** Notice – has the meaning set forth in Paragraph 2.2.2 of Letter
    Agreement No. 3.
	 
	 	UNQUOTE




 





2              ***


 


	3	ASSIGNMENT
	 
	 	This Letter Agreement and the rights and obligations of
    the parties will be subject to the provisions of Clause 21 of the Agreement.
	 
	4	CONFIDENTIALITY
	 
	 	This Letter Agreement is subject to the terms and conditions of Clause 22.10
    of the Agreement.
	 
	5	COUNTERPARTS
	 
	 	This Letter Agreement may be executed by the parties hereto
    in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together
    constitute but one and the same instrument.




 






    
	CT1903666 – A320 Family Purchase Agreement – final	LA3-2
	AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	 

 


     


    

 


If the foregoing correctly sets forth your understanding,
please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


 


	 	 
	 	Very truly yours,
	 	 
	 	AIRBUS S.A.S.
	 	 
	 	 
	 	By:	Benoît de Saint-Exupéry
	 	 
	 	Its:	Senior Vice President, Contracts
	 	 
	 	 




	 
	Accepted and Agreed
	 
	 
	UNITED AIRLINES, INC.
	 
	 
	By:	Gerald Laderman	 
	 
	Its:	Executive Vice President and Chief Financial Officer	 




 






    
	CT1903666 – A320 Family Purchase Agreement – final	LA3-3
	AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL	 

 


     


    

 



 


LETTER AGREEMENT NO. 4


 


TO THE A320 FAMILY PURCHASE
AGREEMENT


 


As of December 3, 2019


 


UNITED AIRLINES, INC.


233 South Wacker Drive


Chicago, Illinois 60606


USA


 


Re: SPECIFICATION MATTERS


 


Dear Ladies and Gentlemen,


 


UNITED AIRLINES, INC. (the “Buyer”),
and AIRBUS S.A.S. (the “Seller”), have entered into an A320 Family Purchase Agreement dated as of the date hereof
(the “Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain
Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter
Agreement No. 4 (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft.
Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement.
The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.


 


Both parties agree that this Letter Agreement
will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein
by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this
Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.


 






    
	CT1903666 – A320 Family Purchase Agreement – final	LA4- 1
	AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL	 




     


    

 


	1	SPECIFICATION



 


	1.1	The
                                            following provision between the “QUOTE” and “UNQUOTE” shall be added
                                            at the end of Clause 2.2.2.1 of the Agreement:



 


		QUOTE



 


		***



 


		UNQUOTE



 


	1.2	The
                                            following provision between the “QUOTE” and “UNQUOTE” shall be added
                                            as Clause 2.2.3 of the Agreement:



 


		QUOTE



 


		***	



 


		UNQUOTE


 


	1.3	The
                                            following provision between the “QUOTE” and “UNQUOTE” shall be added
                                            at the end of Clause 2.4.1 of the Agreement:



 


		UNQUOTE


 


		***


 


		UNQUOTE


 


	2	ASSIGNMENT



 


	 	This
                                            Letter Agreement and the rights and obligations of the parties will be subject to the provisions
                                            of Clause 21 of the Agreement.



 


	3	CONFIDENTIALITY



 


		This
                                            Letter Agreement is subject to the terms and conditions of Clause 22.10 of the Agreement.



 


	4	COUNTERPARTS



 


		This
                                            Letter Agreement may be executed by the parties hereto in separate counterparts, each of
                                            which when so executed and delivered will be an original, but all such counterparts will
                                            together constitute but one and the same instrument.



 






    
	CT1903666 – A320 Family Purchase Agreement – final	LA4- 2
	AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL	 




     


    

 





If the foregoing correctly sets forth your understanding,
please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


 


	 	Very truly yours,
	 	 
	 	AIRBUS S.A.S.
	 	 
	 	By:	/s/
    Benoît de Saint-Exupéry
	 	Its: 	Senior Vice President, Contracts




 


	Accepted and Agreed	 
	 	 
	UNITED AIRLINES, INC.	 
	 	 
	By:	/s/
    Gerald Laderman	 
	Its:	Executive Vice President and Chief Financial Officer	 




 






    
	CT1903666 – A320 Family Purchase Agreement – final	LA4- 3
	AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL	 




     


    

 


LETTER AGREEMENT NO. 5


 


TO THE A320 FAMILY PURCHASE
AGREEMENT


 


As of December 3, 2019


 


UNITED AIRLINES, INC.


233 South Wacker Drive


Chicago, Illinois 60606


USA


 


Re: PRODUCT SUPPORT MATTERS


 


Dear Ladies and Gentlemen,


 


UNITED AIRLINES, INC. (the “Buyer”),
and AIRBUS S.A.S. (the “Seller”), have entered into an A320 Family Purchase Agreement dated as of the date hereof
(the “Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain
Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter
Agreement No. 5 (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft.
Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement.
The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.


 


Both parties agree that this Letter Agreement
will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein
by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this
Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.


 






    
	CT1903666 – A320 Family Purchase Agreement – final	LA5- 1
	AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL	 




     


    

 


	1	***



		 	 



	2	***



		 	 



	3	ASSIGNMENT



		 	 



		This
                                            Letter Agreement and the rights and obligations of the parties will be subject to the provisions
                                            of Clause 21 of the Agreement.



		 	 



	4	CONFIDENTIALITY



		 	 



		This
                                            Letter Agreement is subject to the terms and conditions of Clause 22.10 of the Agreement.



		 	 



	5	COUNTERPARTS



		 	 



		This
                                            Letter Agreement may be executed by the parties hereto in separate counterparts, each of
                                            which when so executed and delivered will be an original, but all such counterparts will
                                            together constitute but one and the same instrument.



 






    
	CT1903666 – A320 Family Purchase Agreement – final	LA5- 2
	AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL	 




     


    

 


If the foregoing correctly sets forth your understanding,
please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


 


	 	Very truly yours,
	 	 
	 	AIRBUS S.A.S.
	 	 
	 	By:	Benoît
    de Saint-Exupéry
	 	Its: 	Senior Vice President, Contracts




 


	Accepted and Agreed	 
	 	 
	UNITED AIRLINES, INC.	 
	 	 
	By:	Gerald
    Laderman	 
	Its:	Executive Vice President and Chief Financial Officer	 




 






    
	CT1903666 – A320 Family Purchase Agreement – final	LA5- 3
	AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL	 




     


    

 


LETTER AGREEMENT NO. 6


 


TO THE A320 FAMILY PURCHASE AGREEMENT


 


As of December 3, 2019


 


UNITED AIRLINES, INC.


233 South Wacker Drive


Chicago, Illinois 60606


USA


 


Re: *** (A321XLR Aircraft, ***)


 


Dear Ladies and Gentlemen,


 


UNITED AIRLINES, INC. (the “Buyer”),
and AIRBUS S.A.S. (the “Seller”), have entered into an A320 Family Purchase Agreement dated as of the date hereof (the
 “Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain Aircraft,
under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement
No. 6 (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized
terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. The terms
 “herein”, “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.


 


Both parties agree that this Letter Agreement
will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein
by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this
Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.


 




    	CT1903666 – A320 Family Purchase Agreement – final
 AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL	LA6-1



     


    

 


***


 


		11	ASSIGNMENT



 


This Letter Agreement and the rights
and obligations of the parties will be subject to the provisions of Clause 21 of the Agreement.


 


		12	CONFIDENTIALITY



 


This Letter Agreement is subject to
the terms and conditions of Clause 22.10 of the Agreement.


 


		13	COUNTERPARTS



 


This Letter Agreement may be executed
by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts
will together constitute but one and the same instrument.


 




    	CT1903666 – A320 Family Purchase Agreement – final
 AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL	LA6-2



     


    

 


If the foregoing correctly sets forth your understanding,
please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


 


	 	 	 	Very truly
    yours,
	 	 	 	 	 
	 	 	 	AIRBUS S.A.S.
	 	 	 	 	 
	 	 	 	By:	Benoît de Saint-Exupéry
	 	 	 	 	 
	 	 	 	Its: 	Senior Vice President, Contracts
	 	 	 	 	 
	Accepted and
    Agreed	 	 	 
	 	 	 	 	 
	UNITED AIRLINES, INC.	 	 	 
	 	 	 	 	 
	By:	Gerald Laderman	 	 	 
	 	 	 	 	 
	Its:	Executive Vice President and Chief Financial Officer	 	 	 


 




    	CT1903666 – A320 Family Purchase Agreement – final
 AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL	LA6-3



     


    

 


APPENDIX A


***


 






    	CT1903666 – A320 Family Purchase Agreement – final
 AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL	LA6-4



     


    

 


LETTER AGREEMENT NO. 6


 


TO THE A320 FAMILY PURCHASE AGREEMENT


 


As of December 3, 2019


 


UNITED AIRLINES, INC.


233 South Wacker Drive


Chicago, Illinois 60606


USA


 


Re: *** (A321XLR Aircraft, ***)


 


Dear Ladies and Gentlemen,


 


UNITED AIRLINES, INC. (the “Buyer”),
and AIRBUS S.A.S. (the “Seller”), have entered into an A320 Family Purchase Agreement dated as of the date hereof (the
 “Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain Aircraft,
under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement
No. 6 (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized
terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. The terms
 “herein”, “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.


 


Both parties agree that this Letter Agreement
will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein
by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this
Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.


 




    	CT1903666 – A320 Family Purchase Agreement – final
 AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL	LA6-1



     


    

 


***




 


		11	ASSIGNMENT



 


This Letter Agreement and the rights
and obligations of the parties will be subject to the provisions of Clause 21 of the Agreement.


 


		12	CONFIDENTIALITY



 


This Letter Agreement is subject to
the terms and conditions of Clause 22.10 of the Agreement.


 


		13	COUNTERPARTS



 


This Letter Agreement may be executed
by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts
will together constitute but one and the same instrument.


 




    	CT1903666 – A320 Family Purchase Agreement – final
 AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL	LA6-2



     


    

 


If the foregoing correctly sets forth your understanding,
please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


 





	 	 	 	Very truly
    yours,
	 	 	 	 	 
	 	 	 	AIRBUS S.A.S.
	 	 	 	 	 
	 	 	 	By:	/s/
    Benoît de Saint-Exupéry
	 	 	 	 	 
	 	 	 	Its: 	Senior Vice President, Contracts
	 	 	 	 	 
	Accepted and
    Agreed	 	 	 
	 	 	 	 	 
	UNITED AIRLINES, INC.	 	 	 
	 	 	 	 	 
	By:	/s/
    Gerald Laderman	 	 	 
	 	 	 	 	 
	Its:	Executive Vice President and Chief Financial Officer	 	 	 


 




    	CT1903666 – A320 Family Purchase Agreement – final
 AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL	LA6-3



     


    

 


APPENDIX A


 


***


 






    	CT1903666 – A320 Family Purchase Agreement – final
 AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL	LA6-4



     


    

 


LETTER AGREEMENT NO. 6


 


TO THE A320 FAMILY PURCHASE AGREEMENT


 


As of February 20, 2020


 


UNITED AIRLINES, INC.


233 South Wacker Drive 

Chicago, Illinois 60606 

USA


 


Re: *** (A320neo Aircraft, ***)


 


Dear Ladies and Gentlemen,


 


UNITED AIRLINES, INC. (the “Buyer”),
and AIRBUS S.A.S. (the “Seller”), have entered into an A320 Family Purchase Agreement dated as of the date hereof (the
 “Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain Aircraft,
under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement
No. 6 (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized
terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. The terms
 “herein”, “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.


 


Both parties agree that this Letter Agreement
will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein
by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this
Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.


 




    	CT1903666 – A320 Family Purchase Agreement – NEO PG - final - A320neo LEAP-1A26
 AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL	LA6-1



     


    

 


		1	***



 





		11	ASSIGNMENT



 


This Letter Agreement and the rights
and obligations of the parties will be subject to the provisions of Clause 21 of the Agreement.


 


		12	CONFIDENTIALITY



 


This Letter Agreement is subject to
the terms and conditions of Clause 22.10 of the Agreement.


 




    	CT1903666 – A320 Family Purchase Agreement – NEO PG - final - A320neo LEAP-1A26
 AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL	LA6-2



     


    





 


		13	COUNTERPARTS



 


This Letter Agreement may be executed
by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts
will together constitute but one and the same instrument.


 






    	CT1903666 – A320 Family Purchase Agreement – NEO PG - final - A320neo LEAP-1A26
 AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL	LA6-3



     


    

 


If
the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided
below and return a copy to the Seller.


 


	 	Very truly yours, 
	 	 
	 	AIRBUS S.A.S.
	 	 
	 	By:	/s/ Benoît de Saint-Exupéry
	 	 	 
	 	Its: 	Senior Vice President, Contracts



 


	Accepted and Agreed	 
	 	 	 
	UNITED AIRLINES, INC.	 
	 	      	 
	By:	/s/ Gerald Laderman	 
	 	 	 
	Its: 	Executive Vice President and Chief Financial Officer	 



 






    	CT1903666 – A320 Family Purchase Agreement – NEO PG - final - A320neo LEAP-1A26
 AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL	LA6-4



     


    

 


APPENDIX A


***


 






    	CT1903666 – A320 Family Purchase Agreement – NEO PG - final - A320neo LEAP-1A26
 AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL	LA6-5



     


    

 


LETTER AGREEMENT NO. 6


 


TO THE A320 FAMILY PURCHASE AGREEMENT


 


As of February 20, 2020


UNITED AIRLINES, INC.


233 South Wacker Drive


Chicago, Illinois 60606


USA


 


Re: *** (A320neo Aircraft, ***)


 


Dear Ladies and Gentlemen,


 


UNITED AIRLINES, INC. (the “Buyer”),
and AIRBUS S.A.S. (the “Seller”), have entered into an A320 Family Purchase Agreement dated as of the date hereof
(the “Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain
Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter
Agreement No. 6 (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft.
Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement.
The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.


 


Both parties agree that this Letter Agreement
will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein
by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this
Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.


 






    	CT1903666 – A320 Family Purchase Agreement – NEO PG - final - A320neo PW1127G-JM
 AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL	LA6-1



     


    

 


**


 


		11	ASSIGNMENT



 


This Letter Agreement and the rights
and obligations of the parties will be subject to the provisions of Clause 21 of the Agreement.


 


		12	CONFIDENTIALITY



 


This Letter Agreement is subject to
the terms and conditions of Clause 22.10 of the Agreement.


 


		13	COUNTERPARTS



 


This Letter Agreement may be executed
by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts
will together constitute but one and the same instrument.


 






    	CT1903666 – A320 Family Purchase Agreement – NEO PG - final - A320neo PW1127G-JM
 AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL	LA6-2



     


    

 


If
the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided
below and return a copy to the Seller.


 





	 	Very truly yours, 
	 	 
	 	AIRBUS S.A.S.
	 	 
	 	By:	 Benoît de Saint-Exupéry
	 	 	 
	 	Its: 	Senior Vice President, Contracts


 





	Accepted and Agreed	 
	 	 	 
	UNITED AIRLINES, INC.	 
	 	      	 
	By:	Gerald Laderman	 
	 	 	 
	Its: 	Executive Vice President and Chief Financial Officer	 


 






    	CT1903666 – A320 Family Purchase Agreement – NEO PG - final - A320neo PW1127G-JM
 AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL	LA6-3



     


    

 


APPENDIX A


 


***


 






    	CT1903666 – A320 Family Purchase Agreement – NEO PG - final - A320neo PW1127G-JM
 AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL	LA6-4



     


    

 


LETTER AGREEMENT NO. 6


 


TO THE A320 FAMILY PURCHASE AGREEMENT


 


As of February 20, 2020


 


UNITED AIRLINES, INC.


233 South Wacker Drive


Chicago, Illinois 60606


USA


 


Re: *** (A321neo Aircraft, ***)


 


Dear Ladies and Gentlemen,


 


UNITED AIRLINES, INC. (the “Buyer”),
and AIRBUS S.A.S. (the “Seller”), have entered into an A320 Family Purchase Agreement dated as of the date hereof
(the “Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain
Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter
Agreement No. 6 (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft.
Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement.
The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.


 


Both parties agree that this Letter Agreement
will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein
by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this
Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.


 






    	CT1903666 – A320 Family Purchase Agreement – NEO PG - final - A321neo LEAP-1A32
 AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL	LA6-1



     


    

 


***


 


		11	ASSIGNMENT



 


This Letter Agreement and the rights
and obligations of the parties will be subject to the provisions of Clause 21 of the Agreement.


 


		12	CONFIDENTIALITY



 


This Letter Agreement is subject to
the terms and conditions of Clause 22.10 of the Agreement.


 


		13	COUNTERPARTS



 


This Letter Agreement may be executed
by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts
will together constitute but one and the same instrument.


 






    	CT1903666 – A320 Family Purchase Agreement – NEO PG - final - A321neo LEAP-1A32
 AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL	LA6-2



     


    

 


If the foregoing correctly sets forth your understanding,
please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


 





	 	Very truly yours, 
	 	 
	 	AIRBUS S.A.S.
	 	 
	 	By:	 Benoît de Saint-Exupéry
	 	 	 
	 	Its: 	Senior Vice President, Contracts


 





	Accepted and Agreed	 
	 	 	 
	UNITED AIRLINES, INC.	 
	 	      	 
	By:	Gerald Laderman	 
	 	 
	Its: 	Executive Vice President and Chief Financial Officer	 


 






    	CT1903666 – A320 Family Purchase Agreement – NEO PG - final - A321neo LEAP-1A32
 AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL	LA6-3



     


    

 


APPENDIX A


 


***


 






    	CT1903666 – A320 Family Purchase Agreement – NEO PG - final - A321neo LEAP-1A32
 AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL	LA6-4



     


    

 


LETTER AGREEMENT NO. 6


 


TO THE A320 FAMILY PURCHASE AGREEMENT


 


As of February 20, 2020


 


UNITED AIRLINES, INC.


233 South Wacker Drive


Chicago, Illinois 60606


USA


 


Re: *** (A321neo Aircraft, ***)


 


Dear Ladies and Gentlemen,


 


UNITED AIRLINES, INC. (the “Buyer”),
and AIRBUS S.A.S. (the “Seller”), have entered into an A320 Family Purchase Agreement dated as of the date hereof
(the “Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain
Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter
Agreement No. 6 (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft.
Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement.
The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.


 


Both parties agree that this Letter Agreement
will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein
by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this
Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.


 


***


 






    	CT1903666 – A320 Family Purchase Agreement – NEO PG - final - A321neo LEAP-1A33
 AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL	LA6-1



     


    

 


		11	ASSIGNMENT



 


This Letter Agreement and the rights
and obligations of the parties will be subject to the provisions of Clause 21 of the Agreement.


 


		12	CONFIDENTIALITY



 


This Letter Agreement is subject to
the terms and conditions of Clause 22.10 of the Agreement.


 


		13	COUNTERPARTS



 


This Letter Agreement may be executed
by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts
will together constitute but one and the same instrument.


 






    	CT1903666 – A320 Family Purchase Agreement – NEO PG - final - A321neo LEAP-1A33
 AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL	LA6-2



     


    

 


If
the foregoing correctly sets forth your understanding, please execute the original and one (I) copy hereof in the space provided
below and return a copy to the Seller.


 





	 	Very truly yours, 
	 	 
	 	AIRBUS S.A.S.
	 	 
	 	By:	 Benoît de Saint-Exupéry
	 	 	 
	 	Its: 	Senior Vice President, Contracts


 





	Accepted and Agreed	 
	 	 	 
	UNITED AIRLINES, INC.	 
	 	      	 
	By:	Gerald Laderman	 
	 	 	 
	Its: 	Executive Vice President and Chief Financial Officer	 


 







    	CT1903666 – A320 Family Purchase Agreement – NEO PG - final - A321neo LEAP-1A33
 AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL	LA6-3



     


    

 









APPENDIX A


***


 






    	CT1903666 – A320 Family Purchase Agreement – NEO PG - final - A321neo LEAP-1A33
 AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL	LA6-1



     


    

 





LETTER AGREEMENT NO. 6


 


TO THE A320 FAMILY PURCHASE AGREEMENT


 


As of February 20, 2020


 


UNITED AIRLINES, INC.


233 South Wacker Drive


Chicago, Illinois 60606


USA


 


Re: *** (A321neo Aircraft, ***)


 


Dear Ladies and Gentlemen,


 


UNITED AIRLINES, INC. (the “Buyer”),
and AIRBUS S.A.S. (the “Seller”), have entered into an A320 Family Purchase Agreement dated as of the date hereof
(the “Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain
Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter
Agreement No. 6 (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft.
Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement.
The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.


 


Both parties agree that this Letter Agreement
will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein
by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this
Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.


 






    	CT1903666 – A320 Family Purchase Agreement – NEO PG - final - A321neo PW1133G-JM
 AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL	LA6-1



     


    

 


***


 


		11	ASSIGNMENT



 


This Letter Agreement and the rights
and obligations of the parties will be subject to the provisions of Clause 21 of the Agreement.


 


		12	CONFIDENTIALITY



 


This Letter Agreement is subject to
the terms and conditions of Clause 22.10 of the Agreement.


 


		13	COUNTERPARTS



 


This Letter Agreement may be executed
by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts
will together constitute but one and the same instrument.


 






    	CT1903666 – A320 Family Purchase Agreement – NEO PG - final - A321neo PW1133G-JM
 AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL	LA6-2



     


    

 


If
the foregoing correctly sets forth your understanding, please execute the original and one (I) copy hereof in the space provided
below and return a copy to the Seller.


 


	 	Very truly yours,

                                                                      

                                                                     AIRBUS S.A.S.

	 	 
	 	By:	/s/ Benoît de Saint-Exupéry
	 	 
	 	Its:	Senior Vice President, Contracts




 


	Accepted and Agreed	 
	 	 
	UNITED AIRLINES, INC.	 
	 	 
	By:	/s/ Gerald Laderman	 
	 	 
	Its:	Executive Vice President and Chief Financial Officer	 




 






    	CT1903666 – A320 Family Purchase Agreement – NEO PG - final - A321neo PW1133G-JM
 AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL	LA6-3



     


    

 


APPENDIX A


***


 






    	CT1903666 – A320 Family Purchase Agreement – NEO PG - final - A321neo PW1133G-JM
 AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL	LA6-4



     


    

 


LETTER AGREEMENT NO. 7


 


TO THE A320 FAMILY PURCHASE
AGREEMENT


  


As of December 3, 2019


 


UNITED AIRLINES, INC.


233 South Wacker Drive


Chicago, Illinois 60606


USA


  


Re: A321XLR PROGRAM DEVELOPMENT


 


Dear Ladies and Gentlemen,


 


UNITED AIRLINES, INC. (the “Buyer”),
and AIRBUS S.A.S. (the “Seller”), have entered into an A320 Family Purchase Agreement dated as of the date hereof
(the “Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain
Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter
Agreement No. 7 (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft.
Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement.
The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.


 


Both parties agree that this Letter Agreement
will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein
by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this
Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.


 






    
	CT1903666 – A320 Family Purchase Agreement - final 	LA7- 1
	AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL	 




     


    

 


	1	A321XLR Program Development Information and
                                            Date



 


	1.1	The
                                            Seller shall, no later than ***(“Program Development Information Date”)
                                            provide the Buyer with the following information pertaining to the A321XLR type aircraft
                                            (the “Program Development Information”):



 


	 	***



		 	 



	2	A321 XLR ***



 




	2.1	***



 


	2.2	***



 


	2.3	***



 


	2.4	The
                                            Buyer’s *** with respect to each A321 XLR Aircraft shall
                                            be as set out in ***.



 


	2.5	The
                                            Buyer’s *** with respect to each A321 XLR Aircraft shall
                                            be as set out in ***.



 


	2.6	For
                                            avoidance of doubt, nothing in this Letter Agreement shall be interpreted or construed to ***.



 



	3	ASSIGNMENT



		 	 



		This Letter Agreement and the rights and obligations
                                            of the parties will be subject to the provisions of Clause 21 of the Agreement.



		 	 



	4	CONFIDENTIALITY



		 	 



		This Letter Agreement is subject to the terms and conditions
                                            of Clause 22.10 of the Agreement.



		 	 



	5	COUNTERPARTS



		 	 



		This Letter Agreement may be executed by the parties
                                            hereto in separate counterparts, each of which when so executed and delivered will be an
                                            original, but all such counterparts will together constitute but one and the same instrument.



 






    
	CT1903666 – A320 Family Purchase Agreement - final 	LA7- 2
	AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL	 




     


    

 


If the foregoing correctly sets forth your understanding,
please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


 


	 	Very truly yours,
	 	 
	 	AIRBUS S.A.S.
	 	 
	 	By:	Benoît
    de Saint-Exupéry
	 	Its: 	Senior Vice President, Contracts




 


	Accepted and Agreed	 
	 	 
	UNITED AIRLINES, INC.	 
	 	 
	By:	Gerald
    Laderman	 
	Its:	Executive Vice President and Chief Financial Officer	 




 










    
	CT1903666 – A320 Family Purchase Agreement - final 	LA7- 3
	AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL