<PAGE>
* Confidential treatment has been requested for portions of this exhibit.
  The copy filed herewith omits the information subject to the confidentiality
  request. Omissions are designated as "*". A complete version of this exhibit
  has been filed separately with the Securities and Exchange Commission.

                                                                    Exhibit 10.1

                                   A320 FAMILY

                               PURCHASE AGREEMENT

                                     BETWEEN

                                AIRBUS INDUSTRIE

                                       AND

                                       TAM

                          TRANSPORTES AEREOS REGIONAIS


<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSES   TITLES
-------   ------
<S>       <C>
    0     PURCHASE AGREEMENT
    1     SALE AND PURCHASE
    2     SPECIFICATION CHANGES
    3     PRICES AND TAXES
    4     PRICE REVISION FORMULAE
    5     PAYMENT TERMS
    6     PLANT REPRESENTATIVES - INSPECTION
    7     CERTIFICATION
    8     BUYER'S TECHNICAL ACCEPTANCE
    9     DELIVERY
   10     EXCUSABLE DELAY
   11     NON EXCUSABLE DELAY
   12     WARRANTIES AND SERVICE LIFE POLICY
   13     PATENT - INDEMNITY
   14     TECHNICAL PUBLICATIONS
   15     SELLER REPRESENTATIVES
   16     TRAINING AND TRAINING AIDS
   17     VENDOR PRODUCT SUPPORT
   18     BUYER FURNISHED EQUIPMENT AND DATA
   19     DATA RETRIEVAL
   20     TERMINATION
   21     ASSIGNMENT
   22     MISCELLANEOUS PROVISIONS
</TABLE>

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
EXHIBITS      TITLES
--------      ------
<S>           <C>
Exhibit "A"   SPECIFICATION
Exhibit "B"   S.C.N.FORM
Exhibit "C"   SERVICE LIFE POLICY - ITEMS OF PRIMARY STRUCTURE
Exhibit "D"   MANUALS
Exhibit "E"   SPARE PARTS PROCUREMENT
</TABLE>

Letter Agreement No 1: *
Letter Agreement No 2: A319 PERFORMANCE GUARANTEES
Letter Agreement No 3: A320 PERFORMANCE GUARANTEES
Letter Agreement No 4: OPTION AIRCRAFT
Letter Agreement No 5: PRODUCT SUPPORT SERVICES
Letter Agreement No 6: *
Letter Agreement No 7: *
Letter Agreement No 8: *
Letter Agreement No 9: *

<PAGE>

                         A320 FAMILY PURCHASE AGREEMENT

This Agreement is made as of the 19 day of March 1998

BETWEEN

AIRBUS INDUSTRIE, having its principal office at:

     1 Rond-Point Maurice Bellonte

     31707 BLAGNAC - CEDEX

     FRANCE

(hereinafter referred to as the "Seller") of the one part

AND

T.A.M. - TRANSPORTES AEREOS REGIONAIS, having its principal office at:

     Rua Monsenhor Antonio Pepe, 94
     JD Aeroporto
     CEP - 04357-080

     SAO PAULO
     BRAZIL

(hereinafter referred to as the "Buyer") of the other part.

<PAGE>

WHEREAS

A-   The Seller is a "Groupement d'Interet Economique" created and existing
     under French Law and established under Ordonnance No 67-821 dated September
     23, 1967 of the Republic of FRANCE.

B-   The Members of the Seller are:

     (1)  AEROSPATIALE, SOCIETE NATIONALE INDUSTRIELLE,
          whose principal office is at:
          37, Boulevard Montmorency
          75016 PARIS
          FRANCE,

     (2)  DAIMLER-BENZ AEROSPACE AIRBUS GmbH,
          whose principal office is at:
          Kreetslag 10
          Postfach 95 01 09
          21111 - HAMBURG
          FEDERAL REPUBLIC OF GERMANY,

     (3)  CONSTRUCCIONES AERONAUTICAS S.A.,
          whose principal office is at:
          Avenida de Aragon, 404
          28022 MADRID
          SPAIN

          and

     (4)  BRITISH AEROSPACE (OPERATIONS) LTD,
          whose principal office is at:
          Warwick House
          P.O. Box 87
          Famborough Aerospace Centre
          Famborough
          HANTS GU14 6YU
          GREAT BRITAIN.

C-   Each of the Members of the Seller is (after service on the Seller by
     "huissier", of notice to perform) jointly and severally liable with the
     other Members (but not with the Seller) for all due and unperformed
     liabilities and obligations of the Seller (subject to any defences which
     may be available to the Seller or to that Member personally or to all the
     Members together).

D-   The Buyer wishes to purchase and the Seller is willing to sell thirty eight
     (38) A319 Aircraft and A320 Aircraft equipped with a set of two (2)
     Propulsion Systems installed thereon (hereinafter individually or
     collectively referred to as the "Aircraft") together with certain other
     spare parts, equipment and services more particularly described herein.

NOW THEREFORE IT IS AGREED AS FOLLOWS:

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE            TITLE
------            -----
<S>      <C>
  1-     SALE AND PURCHASE
  1.1    Scope
  1.2    Aircraft Specification
  1.3    Propulsion Systems
</TABLE>

<PAGE>

1-   SALE AND PURCHASE

1.1  Scope

     The Seller shall sell and supply and the Buyer shall buy and take delivery
     of thirty eight (38) Aircraft of the A319-100 and A320-200 type and also
     spare parts (pursuant to Exhibit "E") upon the terms and conditions
     contained in this Agreement, together with the Exhibits "A" thru "E"
     attached hereto which shall constitute an integral part of the Agreement.

1.2  Aircraft Specification

1.2.1 The Aircraft shall be manufactured in accordance with:

     -    For the A319-100, the Standard Specification Document No J.000.01000,
          Issue 3 dated March 29th, 1995 plus Temporary Revision No 1 dated
          August 25th, 1995 with the following design weights: MTOW: 75.5 tons,
          MLW: 62.5 tons, MZFW: 58.5 tons, a copy of which has been initialled
          on its effective pages for the purpose of identification by or on
          behalf of the parties and is annexed hereto as Exhibit "A".

     -    For the A320-200, the Standard Specification Document No D.000.02000,
          Issue 4 dated March 30th, 1995 with the following design weights:
          MTOW: 77 tons, MLW: 64.5 tons, MZFW: 61 tons, a copy of which has been
          initialled on its effective pages for the purpose of identification by
          or on behalf of the parties and is annexed hereto as Exhibit "A".

     Said Standard Specification as modified by the Specification Change Notices
     (SCNs) listed in Appendix 1 to Exhibit "A" for the A319-100 and Appendix 2
     to Exhibit "A" for the A320-200 shall constitute the Buyer's detailed
     Specification and is hereinafter referred to as the "Specification".

     The SCN form is annexed hereto as Exhibit "B".

1.2.2 The Specification may be modified or varied pursuant to the provisions of
     Clauses 2, 7 and 18.

1.2.3 In the event of any inconsistency between the Specification and any other
     part of this Agreement, the latter shall prevail to the extent of such
     inconsistency.

1.3  Propulsion Systems

     The Aircraft shall be equipped with a set of two (2) Propulsion Systems:

     -    For the A319-100: INTERNATIONAL AERO ENGINES IAE V2524-A5.

     -    For the A320-200: INTERNATIONAL AERO ENGINES IAE V2527-A5.

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE   TITLE
------   -----
<S>      <C>
  2-     SPECIFICATION CHANGES
  2.1    Specification Change Notice
  2.2    Effect on Aircraft Price
  2.3    Development Changes
  2.4    Customization Milestones Chart
</TABLE>

<PAGE>

2-   SPECIFICATION CHANGES

2.1  Specification Change Notice

     The Specification may be amended by written agreement between the parties
     in a Specification Change Notice (hereinafter referred to as a "SCN") which
     shall set forth in detail the particular change to be made therein and the
     effect, if any, of such change on design, performance, weight, time of
     delivery, price of the Aircraft, and on the text of the Specification.

     A specimen copy of a SCN form is attached hereto as Exhibit "B".

2.2  Effect on Aircraft Price

     The possible effect of changes on the price of the Aircraft shall be agreed
     before signature of the relevant SCN form.

                                       *

2.3  Development Changes

     The Specification may also be revised by the Seller without Buyer's consent
     in order to incorporate development changes if such changes do not
     adversely affect price, delivery, weight or performance of the Aircraft,
     interchangeability or replaceability requirements under the Specification.
     Development changes are changes deemed necessary to correct defects,
     improve the Aircraft, prevent delay or ensure compliance with this
     Agreement.

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE   TITLE
------   -----
<S>      <C>
  3-     PRICES AND TAXES
  3.1    Basic Price of the Aircraft
  3.2    Final Price of the Aircraft
  3.3    Taxes
</TABLE>

<PAGE>

3-   PRICES AND TAXES

3.1  Basic Price of the Aircraft

     The Basic Price of the Aircraft is the sum of :

     -    the Basic Price of the Airframe as defined in sub-Clause 3.1.1 and

     -    the Basic Price of the Propulsion Systems as defined in sub-Clause
          3.1.2 ;

     and is exclusive of any variation resulting from price revision provisions
     and, if any, other provisions of this Agreement.

3.1.1 Basic Price of the Airframe

     The Basic Price of the Airframe is the sum of:

     (i)  the basic price of the airframe as defined in the Standard
          Specification described in sub-Clause 1.2.1, which is :

          -    For the A319-100 Aircraft

                                        *

          -    For the A320-200 Aircraft

                                        *

     (ii) the basic price of all the SCNs defined and listed in :

          -    Appendix 1 to Exhibit "A" for the A319-100 Aircraft

                                        *

          -    Appendix 2 to Exhibit "A" for the A320-200 Aircraft

                                        *

     The basic prices have been established in accordance with the delivery
     conditions prevailing in January 1997 and are subject to adjustment in
     accordance with the Seller's Price Revision Formula set forth in sub-Clause
     4.1.

<PAGE>

3.1.2 Basic Price of the Propulsion Systems

     The basic price of a set of two (2) Propulsion Systems including standard
     equipment, nacelles and thrust reversers is :

     -    For the A319-100 Aircraft

     With INTERNATIONAL AERO ENGINES IAE V2524-A5 :

                                        *

     -    For the A320-200 Aircraft

     With INTERNATIONAL AERO ENGINES IAE V2527-A5 :

                                        *

     Said basic prices have been established in accordance with the delivery
     conditions prevailing in January 1997 and have been calculated from the
     Reference Price of the Propulsion Systems indicated in sub-Clause 4.2.1.

     Said Propulsion Systems Reference Price are subject to adjustment in
     accordance with the Propulsion Systems Manufacturer Price Revision Formula
     set forth in sub-Clause 4.2.

3.1.3 Validity of Propulsion Systems Price

     It is understood that the above-mentioned quotation as well as Price
     Revision Formula concerning the Propulsion Systems and related equipment
     are based upon information received from the Propulsion Systems
     Manufacturer.

<PAGE>

3.2  Final Price of the Aircraft

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

     -    the Basic Price of the Airframe as adjusted at the time of Aircraft
          delivery in accordance with the Seller's Price Revision Formula set
          forth in sub-Clause 4.1;

     -    the basic prices of any and all SCNs mutually agreed upon in addition
          to the SCNs already taken into account in the Basic Price of the
          Airframe as adjusted at the time of Aircraft delivery in accordance
          with the Seller's Price Revision Formula set forth in sub-Clause 4.1
          or as otherwise agreed upon;

     -    the installed Propulsion Systems Reference Price as adjusted at the
          time of Aircraft delivery in accordance with the Price Revision
          Formula set forth in sub-Clause 4.2;

     -    any further amount provided for or resulting from any other provisions
          of this Agreement (including but not limited to Clauses 7 and 18) and
          / or any other written agreement between the Buyer and the Seller.

3.3  Taxes

3.3.1 The Seller shall pay any and all taxes, duties, imposts or similar charges
     of any nature whatsoever levied, assessed, charged or collected for or in
     connection with the fabrication, manufacture, assembly, sale and delivery
     under this Agreement of any of the Aircraft, services, instructions and
     data delivered or furnished hereunder provided such charges have been
     promulgated and are enforceable under the laws of FRANCE, FEDERAL REPUBLIC
     OF GERMANY, GREAT BRITAIN and SPAIN.

3.3.2 The Buyer shall bear the costs of and pay any and all taxes, duties and
     similar charges of any nature whatsoever not covered by the preceding
     sub-Clause 3.3.1 including but not limited to any duties or taxes due upon
     or in relation to the importation or registration of the Aircraft in the
     Buyer's country and/or any withholdings or deductions levied or required in
     the Buyer's country in respect of the payment to the Seller of any amount
     due by the Buyer hereunder.

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE   TITLE
------   -----
<S>      <C>
  4-     PRICE REVISION FORMULAE
  4.1    Seller's Price Revision Formula
  4.2    Propulsion Systems Manufacturer's Price Revision Formula
</TABLE>

<PAGE>

4-   PRICE REVISION FORMULAE

4.1  Seller's Price Revision Formula

4.1.1 Basic Prices

     The basic prices quoted in sub-Clause 3.1.1 are subject to adjustment for
     changes in economic conditions as measured by data obtained from the US
     Department of Labor, Bureau of Labor Statistics, and in accordance with the
     provisions hereof.

4.1.2 Base Period

     The basic prices have been established in accordance with the average
     economic conditions prevailing in December 1995, January 1996, February
     1996 and corresponding to a theoretical delivery in January 1997 as defined
     by "ECIb" and "ICb" index values indicated hereafter.

     "ECIb" and "ICb" index values indicated hereof shall not be subject to any
     revision.

4.1.3 Indexes

     Labor Index: "Employment Cost Index for Workers in Aerospace manufacturing"
     (Aircraft manufacturing, standard industrial classification code SIC 3721,
     wages and salaries, base month and year June 1989 = 100), as released by
     the US Department of Labor, Bureau of Labor Statistics, on a quarterly
     basis, hereinafter referred to as "ECI SIC 3721W".

     The quarterly value released for a certain month (March, June, September
     and December) shall be the one deemed to apply for the two preceeding
     months.

     Material Index: "Industrial commodities" (hereinafter referred to as "IC")
     as published in "Producer Price Indexes" (Table 6. Producer price indexes
     and percent changes for commodity groupings and individual items). (Base
     Year 1982 = 100).

<PAGE>

4.1.4 Revision Formula

     Pn = (Pb + F)(0.75 ECIn/ECIb + 0.25 ICn/ICb)

     Where :

     Pn   : basic price as revised at delivery of the Aircraft

     Pb   : basic price at economic conditions December 1995, January 1996,
            February 1996 averaged (January 1997 delivery conditions)

     F    : (0.005 x N x Pb)
            where N = the calendar year of delivery of the Aircraft minus 1997

     ECIn : the arithmetic average of the latest published values of the ECI SIC
            3721W-Index available at the date of Aircraft delivery for the 11th,
            12th and 13th month prior to the month of Aircraft delivery

     EClb : ECI SIC 3721W-Index for December 1995, January 1996, February 1996
            averaged (= 128.7)

     ICn  : the arithmetic average of the latest published values of the
            IC-Index available at the date of Aircraft delivery for the 11th,
            12th and 13th month prior to the month of Aircraft delivery

     ICb  : IC-Index for December 1995, January 1996, February 1996 averaged (=
            126.2)

<PAGE>

4.1.5 General Provisions

4.1.5.1 Roundings

     The Labor Index average and the Material Index average shall be computed to
     the first decimal. If the next succeeding place is five (5) or more, the
     preceding decimal place shall be raised to the next higher figure.

     Each quotient shall be rounded to the nearest ten-thousandth (4 decimals).
     If the next succeeding place is five (5) or more, the preceding decimal
     place shall be raised to the next higher figure.

     The final factor shall be rounded to the nearest ten-thousandth (4
     decimals).

     The final price shall be rounded to the nearest whole number (0.5 or more
     rounded to 1).

4.1.5.2 Substitution of Indexes

     In the event that:

     (i)  the U.S. Department of Labor substantially revises the methodology of
          calculation of any of the indexes referred to hereabove, or

     (ii) the U.S. Department of Labor discontinues, either temporarily or
          permanently, any of the indexes referred to hereabove, or

     (iii) the data samples used to calculate any of the indexes referred to
          hereabove are substantially changed,

     the Seller shall select a substitute index and will provide the Buyer with
     the necessary justification with regards to this substitute index to allow
     its approval.

     Such substitute index shall reflect as closely as possible the actual
     variations of the wages or of the material costs, as the case may be, used
     in the calculation of the original index.

     As a result of this selection of a substitute index, the Seller shall make
     an appropriate adjustment to its price revision formula, allowing to
     combine the successive utilization of the original index and of the
     substitute index.

4.1.5.3 Final Index Values

     The Index values as defined in sub-Clause 4.1.4 above shall be considered
     final and no further adjustment to the basic prices as revised at delivery
     of the Aircraft shall be made after Aircraft delivery for any subsequent
     changes in the published Index values.

<PAGE>

4.2  Propulsion System Manufacturer's Price Revision Formula

4.2.1 Reference Price of the Propulsion Systems

     -    For the A319-100 Aircraft

     The Reference Price of a set of two (2) INTERNATIONAL AERO ENGINES IAE
     V2524-A5 Propulsion Systems is:

                                        *

     -    For the A320-200 Aircraft

     The Reference Price of a set of two (2) INTERNATIONAL AERO ENGINES IAE
     V2527-A5 Propulsion Systems is:

                                        *

     These Reference Prices are subject to adjustment for changes in economic
     conditions as measured by data obtained from the US Department of Labor,
     Bureau of Labor Statistics and in accordance with the provisions of
     sub-Clauses 4.2.4 and 4.2.5.

4.2.2 Reference Period

     The above Reference Price has been established in accordance with the
     economic conditions prevailing in September 1996 as defined, by
     INTERNATIONAL AERO ENGINES by the "HEb", "MMPb" and "EPb" index values
     indicated in sub-Clause 4.2.4.

4.2.3 Indexes

     Labor Index: "Aircraft engines and engine parts" Standard Industrial
     Classification 3724 - Average hourly earnings (hereinafter referred to as;
     "HE") as published in "Employment and Earnings" (Establishment Data-Hours
     and Earnings not seasonally adjusted Table B-15. Average hours and earnings
     of production or nonsupervisory workers on private nonfarm payrolls by
     detailed industry).

     Material Index: "Metals and metal products" Code 10 (hereinafter referred
     to as "MMP") as published in "Producer Price Indexes" (Table 6. Producer
     price indexes and percent changes for commodity groupings and individual
     items). (Base Year 1982=100).

     Energy Index: "Fuels and related products and power" Code 5 (hereinafter
     referred to as "EP") as published in "Producer Price Indexes" (Table 6.
     Producer price indexes and percent changes for commodity groupings and
     individual items). (Base Year 1982 = 100).

<PAGE>

4.2.4 Revision Formula

     Pn    = Pb x (.60 HEn/HEb + .30 MMPn/MMPb + .10 EPn/EPb)

     where :

     Pn    : revised Reference Price at Aircraft delivery.

     Pb    : Reference Price at economic conditions September 1996.

     HEn   : HE-lndex SIC 3724 for the fourth (4th) month prior to the month of
             Aircraft delivery.

     HEb   : HE-lndex IC 3724 for September 1996 (= 18.40).

     MMPn  : MMP-lndex for the fourth (4th) month prior to the month of Aircraft
             delivery.

     MMPb  : MMP-lndex for September 1996 (= 130.0).

     EPn   : EP-lndex for the fourth (4th) month prior to the month of Aircraft
             delivery.

     EPb   : EP-lndex for September 1996 (= 87.1).

<PAGE>

4.2.5 GENERAL PROVISIONS

4.2.5.1 Roundings

     Each factor (.60 HEn/HEb, .30 MMPn/MMPb, .10 EPn/EPb) shall be rounded to
     the nearest fourth decimal place.

     After final computation Pn shall be rounded to the nearest whole number
     (0.5 rounds to 1).

4.2.5.2 Final Index Values

     The revised Reference Price at the date of Aircraft delivery shall not be
     subject to any further adjustments in the indexes.

     If no final index values are available for the applicable month, the then
     published preliminary figures shall be the basis on which the revised
     Reference Price shall be computed.

4.2.5.3 Interruption of Index Publication

     If the US Department of Labor substantially revises the methodology of
     calculation or discontinues any of these indexes referred to hereabove, the
     Seller shall reflect the substitute for the revised or discontinued index
     selected by INTERNATIONAL AERO ENGINES, such substitute index to lead in
     application to the same adjustment result, insofar as possible, as would
     have been achieved by continuing the use of the original index as it may
     have fluctuated had it not been revised or discontinued.

     Appropriate revision of the formula shall be made to accomplish this
     result.

4.2.5.4 Annulment of Formula

     Should the above escalation provisions become null and void by action of
     the US Government, the Reference Price shall be adjusted due to increases
     in the costs of labor, material and fuel which have occurred from the
     period represented by the applicable Reference Price Indexes to the fourth
     (4th) month prior to the scheduled month of Aircraft delivery.

4.2.5.5 Limitation

     Should the revised Reference Price be lower than the Reference Price, the
     final price shall be computed with the Reference Price.

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE   TITLE
------   -----
<S>      <C>
  5-     PAYMENT TERMS
  5.1    Seller's Account
  5.2    Payment of the Aircraft
  5.3    Other Charges
  5.4    General
</TABLE>

<PAGE>

5-   PAYMENT TERMS

5.1  Seller's Account

     The Buyer shall pay the final price of each Aircraft or any invoice to the
     Seller's account No 74.65 159 2 000 with:

          NATEXIS GROUPE

          48 Allees Francois Verdier
          31000 TOULOUSE
          FRANCE

     or to such other account as may be designated by the Seller, sufficiently
     in advance to allow the Buyer to perform the payment accordingly.

5.2  Payment of the Aircraft

     The Final Price of each Aircraft as defined in sub-Clause 3.2 shall be paid
     in accordance with the following terms and conditions:

5.2.1 Predelivery Payments

     The Buyer shall make predelivery payments calculated on the Predelivery
     Payment Reference Price of the Aircraft.

5.2.1.1 The Predelivery Payment Reference Price is defined as:

     A = Pb * + * N)

     where :

     A  : the Predelivery Payment Reference Price for Aircraft to be delivered
          in year T;

     T  : the year of delivery of the relevant Aircraft as provided for in
          sub-Clause 9.1;

     Pb : the Basic Price of the Aircraft as defined in sub-Clause 3.1;

     N  : (T-1997).

<PAGE>

5.2.1.2 Such predelivery payments shall constitute an instalment for the Final
     Price of the Aircraft for each firmly ordered Aircraft and shall be made in
     accordance with the following schedule:

<TABLE>
<CAPTION>
                                              percentage of
                                           Predelivery Payment
Due Date of Payments                         Reference Price
--------------------                       -------------------
<S>                                        <C>
*

On the first day of each of the
following month prior to the scheduled
month of delivery:

*

TOTAL PAYMENT PRIOR TO AIRCRAFT DELIVERY
</TABLE>

5.2.2 Balance of the Final Price of the Aircraft

     Concurrently with the Aircraft delivery and on receipt of the Seller's
     invoice, the Buyer shall pay to the Seller the Final Price of the Aircraft
     as defined in sub-Clause 3.2 less the total amount of the predelivery
     payments received by the Seller and set forth in sub-Clause 5.2.

5.3  Other Charges

     If not expressly stipulated otherwise any other charges due under this
     Agreement other than those mentioned in sub-Clause 5.2 shall be paid by the
     Buyer concurrently with the Aircraft delivery *

<PAGE>

5.4  General

5.4.1 All payments provided for in this Agreement shall be made in United States
     Dollars (USD) in immediately available funds if not otherwise agreed upon.

5.4.2 All payments due to the Seller hereunder shall be made in full, without
     set-off, counterclaim, deduction or withholding of any kind. Consequently,
     the Buyer shall procure 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, dues or charges of whatever
     nature. If the Buyer is compelled by law to make any such deduction or
     withholding the Buyer shall pay such additional amounts as may be necessary
     in order that the net amount received by the Seller after such deduction or
     withholding shall equal the amounts which would have been received in the
     absence of such deduction or withholding.

                                        *

5.4.3 If any payment due to the Seller under this Agreement including but not
     limited to any predelivery payment, deposit, option fees for the Aircraft
     as well as any payment for any spare parts, data, documents, training and
     services due to the Seller is not received on the due date, without
     prejudice to the Seller's other rights under this Agreement, the Seller
     shall be entitled to interest for late payment calculated on the amount due
     from and including the due date of payment up to the date when the payment
     is received by the Seller at a rate equal to

                                       *

5.4.4 If any predelivery payment is not received on the date(s) as specified in
     this Clause or as may be subsequently agreed upon in writing between the
     parties, then the Seller will advise the Buyer in writing and in addition
     to any other rights and remedies available, the Seller shall have the right
     to set back the delivery date of the Aircraft by a period of * for each *
     days such payment is delayed.

     Furthermore, if such delay is greater than * days, the Seller shall have no
     obligation to deliver the Aircraft at the date quoted in sub-Clause 9.1 as
     modified as per the above Paragraph of this sub-Clause 5.4.4. Upon receipt
     of the full due payment of the delayed predelivery payment, the Seller
     shall indicate the new delivery date consistent with the Seller's other
     commitments and production capabilities.

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE   TITLE
------   -----
<S>      <C>
6-       PLANT REPRESENTATIVES - INSPECTION
6.1      Aircraft Inspection
6.2      Seller's Service
6.3      Inspection Requirements
6.4      Indemnities
</TABLE>

<PAGE>

6-   PLANT REPRESENTATIVES - INSPECTION

6.1  Aircraft Inspection

6.1.1 The manufacture of the Aircraft by the Seller and all materials and parts
     obtained by it therefor shall at all reasonable times during business hours
     be open to inspection by duly authorized representatives of the Buyer at
     the Members' works and if possible at the facilities of Seller's
     sub-contractors.

     The representatives shall in order to carry out the aforesaid inspection
     have access to such relevant technical data as is reasonably necessary for
     this purpose (except that if access to any part of the works where
     construction is in progress or materials or parts are stored is restricted
     for security reasons, the Seller shall be allowed a reasonable time to make
     the items available for inspection elsewhere).

     The actual detailed inspection of the Aircraft, materials and parts thereof
     shall only take place in the presence of the respective inspection
     department personnel of the Seller.

     This inspection shall be made according to a procedure to be agreed upon
     with the Buyer.

     All inspections, examinations and discussions with the Seller and other
     personnel by the Buyer and its said representatives shall be performed in
     such manner as not unduly to delay or hinder the manufacture or assembly of
     the Aircraft or the proper performance of this Agreement by the Seller or
     its sub-contractors or any other work in progress in the respective works.

6.2  Seller's Service

     For this purpose and commencing with the date of this Agreement until the
     delivery of the last Aircraft, the Seller shall furnish without additional
     charge suitable space and office equipment in or conveniently located with
     respect to the Aircraft final assembly line for the use of a reasonable
     number of Buyer's representatives.

6.3  Inspection Requirements

     The Aircraft shall be manufactured in accordance with the relevant
     requirements of the Governments of the Members of the Seller as enforced by
     their respective Aviation Authorities and shall only be inspected under the
     Seller's own systems of inspection as approved by and under the supervision
     of the above Aviation Authorities.

<PAGE>

6.4  Indemnities

6.4.1 THE SELLER SHALL BE SOLELY LIABLE FOR, AND HEREBY INDEMNIFIES AND HOLDS
     HARMLESS THE BUYER, ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL
     LIABILITIES, DAMAGES, LOSSES, COSTS AND EXPENSES FOR ALL INJURIES TO AND
     DEATHS OF PERSONS (EXCEPTING INJURIES TO AND DEATH OF THE BUYER'S
     REPRESENTATIVES PARTICIPATING IN ANY GROUND CHECK, TECHNICAL ACCEPTANCE
     FLIGHT, CHECK AND CONTROLS UNDER THIS CLAUSE) AND FOR LOSS OF OR DAMAGE TO
     PROPERTY, ARISING OUT OF OR IN CONNECTION WITH ANY GROUND CHECK, TECHNICAL
     ACCEPTANCE FLIGHT, CHECK OR CONTROLS UNDER THIS CLAUSE EXCEPT WHEN DUE TO
     GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF THE BUYER.

6.4.2 THE BUYER HEREBY INDEMNIFIES AND HOLDS HARMLESS THE SELLER, ITS OFFICERS,
     AGENTS AND EMPLOYEES FROM AND AGAINST ALL LIABILITIES, DAMAGES, LOSSES,
     COSTS AND EXPENSES FOR INJURIES TO OR DEATH OF THE BUYER'S SAID
     REPRESENTATIVES DURING ANY GROUND CHECK, TECHNICAL ACCEPTANCE FLIGHT, CHECK
     AND CONTROLS UNDER THIS CLAUSE EXCEPT WHEN DUE TO GROSS NEGLIGENCE OR
     WILFUL MISCONDUCT OF THE SELLER.

6.4.3 IN THE EVENT ANY CLAIM IS MADE OR SUIT IS BROUGHT AGAINST EITHER PARTY FOR
     DAMAGES, DEATH, INJURY OR LOSS, THE LIABILITY FOR WHICH HAS BEEN ASSUMED BY
     THE OTHER PARTY IN ACCORDANCE WITH THE PROVISIONS OF SUB-CLAUSES 6.4.1 OR
     6.4.2, SAID PARTY AGAINST WHOM CLAIM IS SO MADE OR SUIT IS SO BROUGHT SHALL
     PROMPTLY GIVE NOTICE TO THE OTHER PARTY, AND THE LATTER SHALL EITHER ASSUME
     AND CONDUCT THE DEFENCE THEREOF, OR EFFECT ANY SETTLEMENT WHICH IT, IN ITS
     OPINION, DEEMS PROPER.

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE   TITLE
------   -----
<S>      <C>
7-       CERTIFICATION
7.1      Type Certification
7.2      Certificate of Airworthiness for Export
7.3      Validation of the Certificate of Airworthiness for Export
</TABLE>

<PAGE>

7-   CERTIFICATION

7.1  Type Certification

     The Aircraft has been type certificated under Joint Aviation Authorities
     (JAA) procedures for joint certification in the transport category.

     The Seller has obtained the relevant Type Certificates (or equivalent) to
     allow the issuance of the Certificate of Airworthiness for Export.

7.2  Certificate of Airworthiness for Export

7.2.1 The Aircraft final assembly line being located either in FRANCE or in
     FEDERAL REPUBLIC OF GERMANY, it shall therefore be delivered to the Buyer
     with a Certificate of Airworthiness for Export issued by the "Direction
     Generale de I'Aviation Civile" (DGAC) for the A320-200 Aircraft or by the
     "Luftfahrt-Bundesant" (LBA) for the A319-100 Aircraft, valid for export of
     the Aircraft to Brazil.

7.2.2 If any law or regulation is promulgated or becomes effective or an
     interpretation of any law is issued before an Aircraft purchased under this
     Agreement is "ready for delivery" to the Buyer (as that expression is
     defined in sub-Clause 9.3) and which law, regulation or interpretation
     requires any change to the Specification as it may be modified pursuant to
     Clause 2 in order to obtain the Certificate of Airworthiness for Export as
     hereinabove provided for such Aircraft, the Seller shall make the requisite
     variation or modification. The costs thereof shall be borne

                                        *

     In the event of such a variation or modification being made pursuant to
     this sub-Clause, the parties hereto shall sign a SCN, in which the
     effects, if any, upon guaranteed performances, weights, interchangeability
     and delivery shall be specified.

7.2.3 Notwithstanding the provisions of sub-Clause 7.2.2, if any such change is
     applicable to Propulsion Systems and in particular to Engines, engine
     accessories, quick engine change units or thrust reversers,

                                        *

7.2.4 The Seller shall as far as practicable take into account the information
     available to it concerning any proposed new regulations of the Seller's
     Aviation Authorities in order to minimize the costs of changes which may
     appear necessary to obtain the Certificate of Airworthiness for Export from
     the DGAC after such proposed new regulations have become mandatory.

<PAGE>

7.3  Validation of the Certificate of Airworthiness for Export

7.3.1 The Seller shall endeavour to obtain the validation of the above
     certificate by the Buyer's Aviation Authorities.

7.3.2 Where the Buyer's Aviation Authorities require a modification to comply
     with additional import aviation requirements and/or supply of additional
     data, prior to the issuance of the first Certificate of Airworthiness for
     Export, the Seller shall incorporate such modification and/or provide such
     data at costs to be borne by the Buyer.

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE   TITLE
------   -----
<S>      <C>
  8-     BUYER'S TECHNICAL ACCEPTANCE
  8.1    Time, Place and Scheduling
  8.2    Technical Acceptance
  8.3    Certificate of Acceptance
  8.4    Aircraft Utilization
  8.5    Indemnities
</TABLE>

<PAGE>

8-   BUYER'S TECHNICAL ACCEPTANCE

8.1  Time, Place and Scheduling

     The Seller shall give to the Buyer not less than * days notice in writing
     of the proposed time when the Buyer's technical acceptance process shall be
     conducted and in the event of the Buyer electing to attend the said
     process, the Buyer shall co-operate in complying with the reasonable
     requirements of the Seller with the intention of completing the technical
     acceptance within * working days after commencement.

     The technical acceptance shall take place at the Aircraft final assembly
     line and shall be carried out by the personnel of the Seller (accompanied,
     if the Buyer so wishes, by representatives of the Buyer up to a total of *
     acting as observers, not more than * to have access to the cockpit at any
     one time). During technical acceptance flight, these representatives shall
     comply with the instructions of the Seller's representatives. The Seller
     shall not normally be required in the course of such technical acceptance
     to fly any of the Aircraft for an aggregate period of time in excess of *
     hours.

     Failure to attend the technical acceptance process or failure so to
     co-operate shall entitle the Seller to complete them in the absence of the
     Buyer who shall be deemed to have accepted the processing as satisfactory
     in all respects.

8.2  Technical Acceptance

     The technical acceptance process shall demonstrate the satisfactory
     functioning of the Aircraft and its equipment in accordance with the
     established Aircraft acceptance procedure proposed by the Seller. Should it
     be established from the processing that an Aircraft does not comply with
     the said acceptance procedure, the Seller shall without hindrance from the
     Buyer be entitled to carry out any necessary changes and as soon as
     practicable thereafter resubmit the Aircraft to such final processing as to
     demonstrate the elimination of the non-compliance.

     The successful compliance with Seller's proposed Aircraft acceptance
     procedure shall be deemed to demonstrate compliance with the Specification.

8.3  Certificate of Acceptance

     Upon successful completion of the said technical acceptance processing the
     Buyer shall forthwith give to the Seller a signed Certificate of Acceptance
     in respect of the Aircraft. Should the Buyer fail to deliver the said
     Certificate of Acceptance then the Buyer shall be deemed to be in default
     as though it had without warrant rejected delivery of the Aircraft when
     duly tendered to it hereunder and shall thereafter bear all risk of loss or
     damage to the Aircraft and all costs and consequences resulting from such
     delay in delivery including, but not limited to costs of storage, parking
     and insurance.

<PAGE>

8.4  Aircraft Utilization

     The Seller shall, without payment or other liability, be entitled to use
     the Aircraft prior to delivery as may be necessary to obtain the
     certificates required under Clause 7, and such use shall not prejudice the
     buyer's obligation to accept delivery of the Aircraft hereunder.

8.5  Indemnities

8.5.1 THE SELLER SHALL BE SOLELY LIABLE FOR, AND HEREBY INDEMNIFIES AND HOLDS
     HARMLESS THE BUYER, ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL
     LIABILITIES. DAMAGES, LOSSES, COSTS AND EXPENSES FOR ALL INJURIES TO AND
     DEATH OF PERSONS (EXCEPTING INJURIES TO AND DEATH OF THE BUYER'S
     REPRESENTATIVES PARTICIPATING IN ANY GROUND CHECK OR TECHNICAL ACCEPTANCE
     FLIGHT UNDER THIS CLAUSE) AND FOR LOSS OF OR DAMAGE TO PROPERTY, ARISING
     OUT OF OR IN CONNECTION WITH THE OPERATION OF THE AIRCRAFT DURING ANY
     GROUND CHECK OR TECHNICAL ACCEPTANCE FLIGHT UNDER THIS CLAUSE EXCEPT WHEN
     DUE TO GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF THE BUYER.

8.5.2 THE BUYER HEREBY INDEMNIFIES AND HOLDS HARMLESS THE SELLER, ITS OFFICERS,
     AGENTS AND EMPLOYEES FROM AND AGAINST ALL LIABILITIES, DAMAGES, LOSSES,
     COSTS AND EXPENSES FOR INJURIES TO OR DEATH OF THE BUYER'S SAID
     REPRESENTATIVES DURING ANY GROUND CHECK OR TECHNICAL ACCEPTANCE FLIGHT
     UNDER THIS CLAUSE EXCEPT WHEN DUE TO GROSS NEGLIGENCE OR WILFUL MISCONDUCT
     OF THE SELLER.

8.5.3 IN THE EVENT ANY CLAIM IS MADE OR SUIT IS BROUGHT AGAINST EITHER PARTY FOR
     DAMAGES, DEATH, INJURY OR LOSS, THE LIABILITY FOR WHICH HAS BEEN ASSUMED BY
     THE OTHER PARTY IN ACCORDANCE WITH THE PROVISIONS OF SUB-CLAUSES 8.5.1 OR
     8.5.2, SAID PARTY AGAINST WHOM CLAIM IS SO MADE OR SUIT IS SO BROUGHT,
     SHALL PROMPTLY GIVE NOTICE TO THE OTHER PARTY, AND THE LATTER SHALL EITHER
     ASSUME AND CONDUCT THE DEFENCE THEREOF, OR EFFECT ANY SETTLEMENT WHICH IT,
     IN ITS OPINION, DEEMS PROPER.

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE   TITLE
------   -----
<S>      <C>
  9-     DELIVERY
  9.1    Delivery Schedule
  9.2    Seller's Notification
  9.3    Aircraft Ready for Delivery
  9.4    Delivery
  9.5    Fly Away
</TABLE>

<PAGE>

9-   DELIVERY

9.1  Delivery Schedule

     Subject to the provisions of Clauses 2, 7, 8, 10 and 18 the Seller shall
     have the Aircraft ready for delivery at the Aircraft final assembly line in
     the following months:

<TABLE>
<CAPTION>
                     Delivery Date   Aircraft Type
                     -------------   -------------
<S>                  <C>             <C>
-Aircraft No  1...
-Aircraft No  2...
-Aircraft No  3...
-Aircraft No  4...
-Aircraft No  5...
-Aircraft No  6...
-Aircraft No  7...
-Aircraft No  8...
-Aircraft No  9...
-Aircraft No 10...
-Aircraft No 11...
-Aircraft No 12...
-Aircraft No 13...
-Aircraft No 14...
-Aircraft No 15...
-Aircraft No 16...
-Aircraft No 17...
-Aircraft No 18...
-Aircraft No 19...         *
-Aircraft No 20...
-Aircraft No 21...
-Aircraft No 22...
-Aircraft No 23...
-Aircraft No 24...
-Aircraft No 25...
-Aircraft No 26...
-Aircraft No 27...
-Aircraft No 28...
-Aircraft No 29...
-Aircraft No 30...
-Aircraft No 31...
-Aircraft No 32...
-Aircraft No 33...
-Aircraft No 34...
-Aircraft No 35...
-Aircraft No 36...
-Aircraft No 37...
-Aircraft No 38...
</TABLE>

<PAGE>

9.2  Seller's Notification

     At least * days prior to any anticipated date of delivery of the Aircraft,
     the Seller shall notify the Buyer of such anticipated delivery date.
     Thereafter, the Seller shall keep the Buyer advised of any change in such
     delivery date necessitated by conditions of manufacture or flight.

9.3  Aircraft Ready for Delivery

     The Aircraft shall for the purpose of this Agreement be deemed to be "ready
     for delivery" upon the successful completion of its acceptance tests and
     the issue of the Certificate of Airworthiness for Export pursuant to
     sub-Clause 7.2.

9.4  Delivery

9.4.1 The Buyer shall send representatives to said Aircraft final assembly line
     to take delivery of and collect the Aircraft within * days after the
     Aircraft is ready for delivery as defined in sub-Clause 9.3, any
     unreasonable refusal by the Buyer to take delivery of and collect the
     Aircraft being considered as late payment pursuant to sub-Clause 5.4.3.
     Should the Buyer fail to collect the Aircraft within the aforesaid period,
     the Buyer shall nevertheless thereafter bear all risk of loss or damage to
     the Aircraft and shall indemnify and hold the Seller harmless against any
     and all costs (including but not limited to any parking, storage, and
     insurance costs) and consequences resulting from such failure, it being
     understood that the Seller shall be under no duty to store, park, insure,
     or otherwise protect the uncollected Aircraft.

9.4.2 Each of the Aircraft shall be deemed to be delivered to the Buyer upon the
     issue of the Certificate of Acceptance in accordance with Clause 8.3 and
     full payment of the Final Price of the Aircraft in accordance with the
     provisions of Clause 5.

<PAGE>

9.4.3 Title to, property in and risk of loss of or damage to, the Aircraft shall
     be transferred to the Buyer upon delivery of the Aircraft. The Seller shall
     provide the Buyer with such receipt and a document confirming transfer of
     title as may reasonably be requested by the Buyer.

9.5  Fly Away

9.5.1 The Buyer and the Seller shall cooperate to obtain any licences which may
     be required by the French or German Authorities. as applicable, for the
     purpose of exporting the Aircraft.

9.5.2 All expenses of, or connected with, fly away shall be borne by the Buyer.
     The Buyer shall make direct arrangements with the supplying companies for
     the fuel and oil required for all post-delivery flights.

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE   TITLE
------   -----
<S>      <C>
 10-     EXCUSABLE DELAY
 10.1    GENERAL
 10.2    Anticipated or Actual Delay
 10.3    Loss, Destruction or Damage
 10.4    Termination Rights Exclusive
</TABLE>

<PAGE>

10-  EXCUSABLE DELAY

10.1 GENERAL

     The Seller shall not be responsible, nor be deemed to be in default on
     account of delays or interruptions in the performance of its obligations
     hereunder, due to causes beyond its control or not occasioned by its fault
     or negligence, including (but without limiting the foregoing) acts of God
     or public enemy, war, civil war, warlike operations, terrorism,
     insurrections or riots, fires, floods, explosions, earthquakes, natural
     disasters or serious accidents, epidemics or quarantine restrictions, any
     act of government, governmental priorities, allocation regulations or
     orders affecting materials, facilities or completed aircraft, strikes or
     labour troubles causing cessation, slowdown or interruption of work,
     inability after due and timely diligence to procure materials, accessories,
     equipment or parts, general hindrance in transportation, failure of a
     subcontractor or Vendor to furnish materials, accessories, equipment or
     parts due to the above mentioned causes or of the Buyer to perform under
     this Agreement.

     The Seller shall as soon as practicable after becoming aware of any delay
     falling within the provisions of this sub-Clause notify the Buyer of such
     delay and of the probable extent thereof and shall as soon as practicable
     after the removal of the cause of the delay resume its performance under
     this Agreement.

10.2 Anticipated or Actual Delay

10.2.1 In the event that the delivery of any Aircraft is delayed or interrupted
     by reason of any one or more of the causes described in sub-Clause 10.1 for
     a period of more than * months after the end of the calendar month in which
     delivery is otherwise required hereunder either party shall be entitled to
     terminate this Agreement with respect to the Aircraft so affected upon
     notice given to the other within thirty (30) days after the expiration of
     such * months period, provided, however, that a party shall not be entitled
     to terminate this Agreement pursuant to the provisions of this sub-Clause
     where the cause of such delay is within its control.

10.2.2 If the Seller concludes that the delivery of any Aircraft shall be
     delayed for more than * months due to one or more of the causes described
     in sub-Clause 10.1 and as a result thereof reschedules delivery of such
     Aircraft to a date reflecting such delay, then the Seller shall promptly
     notify the Buyer in writing to this effect and shall include in such
     notification the rescheduled delivery date. Either party may thereupon
     terminate this Agreement with respect to such Aircraft so delayed by giving
     written notice to the other party within thirty (30) days after receipt by
     the Buyer of the notice of anticipated delay.

     If at the expiry of the said thirty (30) day period this Agreement shall
     not have been terminated with respect to the delayed Aircraft pursuant to
     the terms of this sub-Clause, then the rescheduled delivery date as
     notified to the Buyer shall be deemed to be incorporated into Clause 9
     hereof as the date of delivery of the delayed Aircraft.

<PAGE>

10.3 Loss, Destruction or Damage

     If prior to its delivery, any Aircraft is lost, destroyed or damaged beyond
     repair, the Seller shall notify the Buyer to this effect within * days of
     such occurrence. Should the cause of such loss, destruction or damage be
     beyond the Seller's control or not be occasioned by its fault or negligence
     as described in the foregoing sub-Clause, 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 lost, destroyed or damaged may be delivered to the
     Buyer and the date of delivery of the Aircraft shall be extended as
     specified in the Seller's notice to accommodate the delivery of the
     replacement aircraft: provided, however, that in the event the specified
     extension of the delivery date shall exceed * months after the date
     relating to the lost, destroyed or damaged Aircraft contained in sub-Clause
     9.1 then this Agreement shall terminate as to such lost, destroyed or
     damaged Aircraft unless:

     (i)  the Buyer notifies the Seller within one (1) month of the date of
          receipt of the Seller's notice that it desires the Seller to provide a
          replacement aircraft on the delivery date quoted therein

          and

     (ii) the parties execute an amendment to this Agreement recording the
          variation in the aircraft delivery date

     provided, however, that 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 purchased hereunder.

10.4 Termination Rights Exclusive

     IN THE EVENT THAT THIS AGREEMENT SHALL BE TERMINATED AS PROVIDED FOR UNDER
     THE TERMS OF SUB-CLAUSES 10.2 OR 10.3, 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 HEREUNDER EXCEPT THAT THE SELLER
     SHALL REPAY TO THE BUYER THE PREDELIVERY PAYMENTS RECEIVED FROM THE BUYER
     HEREUNDER WITH RESPECT TO SUCH UNDELIVERED AIRCRAFT TOGETHER WITH ACCRUED
     INTEREST AT SIX MONTHS LIBOR PLUS 1.5%.

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE   TITLE
------   -----
<S>      <C>
 11-     NON-EXCUSABLE DELAY
 11.1    Liquidated Damages
 11.2    Renegotiation
 11.3    Termination
 11.4    Waiver
</TABLE>

<PAGE>

11-  NON-EXCUSABLE DELAY

11.1 Liquidated Damages

     Should any of the Aircraft not be ready for delivery to the Buyer within *
     days after the delivery date pursuant to Clause 9 (as varied by virtue of
     Clauses 2, 7, 10 and 18) and such delay is not excusable under sub-Clause
     10.1, the Buyer shall have the right to claim, and the Seller shall pay or
     credit to the Buyer in respect of any such subsequent delay the following
     amount per Aircraft by way of damages for each day of delay in the delivery
     starting from the * day beyond the agreed delivery date:

                                        *

     The amount of Seller's liquidated damages shall in no event exceed the
     total of USD * in respect of any one Aircraft.

                                        *

     The Buyer's right to recover said damages in respect of the Aircraft is
     conditional upon a claim therefor being submitted in writing to the Seller
     by the Buyer not later than * after the date when the Aircraft is ready for
     delivery.

11.2 Renegotiation

     Should a delay in delivery for non excusable reasons exceed * months after
     the initial * -days-period the Buyer shall have the right exercisable by
     written notice to the Seller given not less than * days nor more than *
     after the expiration of the said * months to require from the Seller a
     renegotiation of the delivery date of the Aircraft which is the subject of
     such delay. Unless otherwise agreed between the Seller and the Buyer during
     such renegotiation, the said renegotiation shall not prejudice the Buyer's
     right to receive liquidated damages in accordance with the preceding
     sub-Clause during the period of non-excusable delay.

<PAGE>

11.3 Termination

     Should a delay in delivery for non excusable reasons exceed * months after
     the initial * days-period both parties shall have the right exercisable by
     written notice to the other party, given not less than * nor more than *
     after expiration of such * months to terminate this Agreement in respect
     only of the said Aircraft which is the subject of such delay whereupon
     either party may cancel any undelivered spare parts applicable thereto

                                        *

11.4 Waiver

     The Seller shall not under any circumstances have any liability whatsoever
     in respect of delay or failure in the delivery of any Aircraft other than
     and beyond the liabilities set forth in this Clause and in Clause 10.

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE   TITLE
------   -----
<S>      <C>
 12-     WARRANTIES AND SERVICE LIFE POLICY
 12.1    Standard Warranty
 12.2    Seller Service Life Policy
 12.3    Vendor Product Support Agreements
 12.4    Interface Commitment
 12.5    Waiver, Release and Renunciation
 12.6    Duplicate Remedies
 12.7    Negotiated Agreement
</TABLE>

<PAGE>

12-  WARRANTIES AND SERVICE LIFE POLICY

12.1 Standard Warranty

12.1.1 Nature of Warranty

     Subject to the conditions and limitations as hereinafter provided for and
     except as provided for in sub-Clause 12.1.2, the Seller warrants to the
     Buyer that each Aircraft and all Warranted Parts as defined hereinafter
     shall at the time of delivery to the Buyer:

     (i)  be free from defects in material;

     (ii) be free from defects in workmanship, including without limitation
          processes of manufacture;

     (iii) be free from defects in design (including without limitation the
          selection of materials) having regard to the state of the art at the
          date of such design; and

     (iv) be free from defects arising from failure to conform to the
          Specification, except to those portions of the Specification relating
          to performance or where it is expressly stated that they are
          estimates, approximations or design aims.

     For the purpose of this Agreement: the term "Warranted Part" shall mean any
     Seller proprietary component, equipment, accessory or part as installed on
     an Aircraft at the time of delivery of such Aircraft and

     (a)  which is manufactured to the detailed design of the Seller or a
          subcontractor of the Seller and

     (b)  which bears a part number of the Seller at the time of such delivery.

12.1.2 Exclusions

     The warranties set forth in sub-Clause 12.1.1 shall not apply to Buyer
     Furnished Equipment, nor to the Propulsion Systems, nor to any component,
     equipment, accessory or part purchased by the Seller that is not a
     Warranted Part except that:

     (i)  any defect in the Seller's workmanship incorporated in the
          installation of such items in the Aircraft, including any failure by
          the Seller to conform to the installation instructions of the
          manufacturer of such item that invalidates any applicable warranty
          from such manufacturer, shall constitute a defect in workmanship for
          the purpose of this sub-Clause and be covered by the warranty set
          forth in sub-Clause 12.1.1 (ii); and

<PAGE>

     (ii) any defect inherent in the Seller's design of the installation, in
          view of the state of the art at the date of such design, which impair
          the use of such item shall constitute a defect in design for the
          purpose of this sub-Clause and be covered by the warranty set forth in
          sub-Clause 12.1.1 (iii).

12.1.3 Warranty Periods

     The warranties contained in sub-Clauses 12.1.1 and 12.1.2 shall be limited
     to those defects which become apparent within thirty six (36) months after
     delivery of the affected Aircraft.

12.1.4 Buyer's Remedy and Seller's Obligation

12.1.4.1 The Buyer's remedy and the Seller's obligation and liability under
     sub-Clauses 12.1.1 and 12.1.2 are limited to the repair, replacement or
     correction of any Warranted Part which is defective or to the supply of
     modification kits rectifying the defect, at the Seller's expense and
     option.

     The Seller may equally at its option furnish a credit to the Buyer equal to
     the price at which the Buyer is entitled to purchase a replacement for the
     defective Warranted Part.

12.1.4.2 In the event of a defect covered by sub-Clauses 12.1.1 (iii), 12.1.1
     (iv) and 12.1.2 (ii) becoming apparent within the applicable period set
     forth in sub-Clause 12.1.3 and the Seller being obliged to correct such
     defect, the Seller shall also, if so requested by the Buyer, make such
     correction in any Aircraft which has not yet been delivered to the Buyer;
     provided, however,

     that the Seller shall not be responsible nor deemed to be in default on
     account of any delay in delivery of any Aircraft or otherwise, in respect
     of the performance of this Agreement due to the Seller's undertaking to
     make such correction and provided further

     that, rather than accept a delay in the delivery of any such Aircraft, 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.

12.1.4.3 In addition to the remedies set forth in sub-Clauses 12.1.4.1 and
     12.1.4.2, the Seller shall reimburse the direct labour costs spent by the
     Buyer in performing inspections of the Aircraft to determine whether or not
     a defect exists in any Warranted Part within thirty six (36) months after
     delivery of each Aircraft or until the corrective technical solution
     removing the need for the inspection is provided by the Seller, whichever
     occurs earlier.

<PAGE>

     The above commitment is subject to the following conditions:

     (i)  such inspections are recommended by a Seller's Service Bulletin to be
          performed within the above covered period;

     (ii) the inspection is performed outside of a scheduled maintenance check
          as recommended by the Seller's Maintenance Planning Document;

     (iii) the reimbursement shall not apply for any inspections performed as an
          alternative to accomplishing corrective action when such corrective
          action has been offered to the Buyer at the time such inspections are
          performed or earlier,

     (iv) the labour rate to be used for the reimbursement shall be the labour
          rate defined in sub-Clause 12.1.7, and

     (v)  the manhours used to determine such reimbursement shall not exceed the
          Seller's estimate of the manhours required by the Buyer for such
          inspections.

12.1.5 Warranty Claim Requirements

     The Buyer's warranty claims shall be considered by the Seller only if the
     following conditions are first fulfilled:

     (i)  the defect having become apparent within the applicable warranty
          period as set forth in sub-Clause 12.1.3;

     (ii) the Buyer having submitted to the Seller proof reasonably satisfactory
          to the Seller that the claimed defect is due to a matter embraced
          within this sub-Clause 12.1, and that such defect has not resulted
          from any act or omission of the Buyer, including but not limited to,
          any failure to operate and maintain the affected Aircraft or part
          thereof in accordance with the standards set forth or any matter
          covered in sub-Clause 12.1.10;

     (iii) the Buyer having returned as soon as practicable the Warranted Part
          claimed to be defective to the repair facilities as may be designated
          by the Seller, except when the Buyer elects to repair a defective
          Warranted Part in accordance with the provisions of sub-Clause 12.1.7;

     (iv) the Seller having received a warranty claim as set forth in sub-Clause
          12.1.6.

<PAGE>

12.1.6 Warranty Administration

     The warranties set forth in sub-Clause 12.1 shall be administered as
     hereinafter provided for.

     (i)  Claim Determination

          Warranty claim determination by the Seller shall be reasonably based
          upon the claim details, reports from the Seller's local
          representative, historical data logs, inspection, tests, findings
          during repair, defect analysis and other suitable documents.

     (ii) Transportation Costs

          Transportation costs for sending a defective Warranted Part to the
          facilities designated by the Seller and for the return therefrom of a
          repaired or replaced Warranted Part shall be borne by

                                        *

     (iii) Return of an Aircraft

          In the event of the Buyer desiring to return an Aircraft to the Seller
          for consideration of a warranty claim, the Buyer shall notify the
          Seller of its intention to do so and the Seller shall, prior to such
          return, have the right to inspect such Aircraft and thereafter,
          without prejudice to its rights hereunder, to repair such Aircraft, at
          its sole option, either at the Buyer's facilities or at another place
          acceptable to the Seller. Return of any Aircraft by the Buyer to the
          Seller, at Buyer's option, and return of such Aircraft to the Buyer's
          facilities shall be at *

     (iv) On-Aircraft Work by the Seller

          In the event that a defect subject to this sub-Clause 12.1 may justify
          the dispatch by the Seller of a working team to repair or correct such
          defect through the embodiment of one or several Seller's Service
          Bulletins at the Buyer's facilities, or in the event of the Seller
          accepting the return of an Aircraft to perform or have performed such
          repair or correction, then the labour costs for such on-Aircraft work
          are to be borne by *

          All related expenses, including but not limited to travel and living
          expenses, in excess of the labour costs as defined above, incurred in
          performing such repair or correction shall be borne by *

<PAGE>

          The conditions which have to be fulfilled for on-Aircraft work by the
          Seller are the following:

          -    in the opinion of the Seller, the work necessitates the technical
               expertise of the Seller as manufacturer of the Aircraft, or

          -    the downtime of the affected Aircraft would exceed three (3) days
               per Aircraft outside of any scheduled maintenance downtime and
               the number of manhours as quoted on the Seller's service bulletin
               or batch of service bulletins for their embodiment on any
               Aircraft would exceed three hundred (300). In case a batch of
               service bulletins is contemplated, and for the purpose of
               assessing the volume of the work against the three hundred (300)
               manhours threshold, only service bulletins with more than twenty
               (20) hours of elapsed time shall be considered.

          If one or both of the above conditions are fulfilled, and if the
          Seller is requested to perform the work, the Seller and the Buyer
          shall agree on a schedule and place for the work to be performed.

     (v)  Warranty Claim Substantiation

          In connection with each claim by the Buyer made under this sub-Clause
          12.1, the Buyer shall file a warranty claim on the Buyer's form within
          sixty (60) days after a defect became apparent. Such form must contain
          at least the following data:

          a)   description of defect and action taken, if any,

          b)   date of incident and/or of removal date,

          c)   description of the defective part,

          d)   part number,

          e)   serial number (if applicable),

          f)   position on Aircraft,

          g)   total flying hours or calendar time, as applicable at the date of
               defect appearance,

          h)   time since last shop visit at the date of defect appearance,

          i)   Manufacturer's Serial Number of the Aircraft and/or its
               registration,

          j)   Aircraft total flying hours and/or number of landings at the date
               of defect appearance,

          k)   claim number,

          l)   date of claim,

          m)   delivery date of Aircraft or part to the Buyer,

          Claims are to be addressed as follows:

          AIRBUS INDUSTRIE
          CUSTOMER SERVICES DIRECTORATE
          WARRANTY ADMINISTRATION
          Rond-Point Maurice Bellonte
          B.P. 33
          F-31707 BLAGNAC CEDEX
          FRANCE

<PAGE>

     (vi) Replacements

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

     (vii) Seller's Rejection

          The Seller shall provide reasonable written substantiation in case of
          rejection of a warranty claim. In such event the Buyer shall refund to
          the Seller reasonable inspection and test charges incurred in
          connection therewith.

     (viii) Seller's inspection

          The Seller shall have the right to inspect the affected Aircraft and
          documents and other records relating thereto in the event of any
          warranty claim under this sub-Clause 12.1.

<PAGE>

12.1.7 Inhouse Warranty

     (i)  Seller's Authorization

          The Seller hereby authorizes the Buyer to perform the repair of
          Warranted Parts subject to the terms of this sub-Clause 12.1.7. The
          Buyer shall notify the Seller's representative of its intention to
          perform Inhouse Warranty repairs before such repairs are started,
          unless it is not practicable.

     (ii) Conditions for Seller's Authorization

          The Buyer shall be entitled to repair such Warranted Parts only:

          -    if adequate facilities and qualified personnel are available to
               the Buyer;

          -    in accordance with the Seller's written instructions set forth in
               the applicable Seller's technical documentation;

          -    to the extent specified by the Seller, or, in the absence of such
               specification, to the extent reasonably necessary to correct the
               defect, in accordance with the standards set forth in sub-Clause
               12.1.10.

     (iii) Seller's Rights

          The Seller shall have the right to have any Warranted Part, or any
          part removed therefrom, claimed to be defective, returned to the
          Seller, as set forth in sub-Clause 12.1.6 (ii) if, in the judgement of
          the Seller, the nature of the defect requires technical investigation.
          The Seller shall further have the right to have a representative
          present during the disassembly, inspection and testing of any
          Warranted Part claimed to be defective.

<PAGE>

     (iv) Inhouse Warranty Claim Substantiation

          Claims for Inhouse Warranty credit shall contain the same information
          as that required for warranty claims under sub-Clause 12.1.6 (v) and
          in addition shall 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),

               -    parts description,

               -    quantity of parts,

               -    unit price of parts,

               -    related Seller's or third party's invoices (if applicable),

               -    total price of parts,

          c)   detailed number of labour hours,

          d)   agreed Inhouse Warranty labour rate,

          e)   total claim value.

     (v)  Credit

          The Buyer's account shall be credited with an amount equal to the
          direct labour costs expended in performing the off-Aircraft repair of
          a Warranted Part and to the direct costs of materials incorporated in
          said repair.

          -    For the determination of direct labour costs only manhours spent
               on disassembly, inspection, repair, reassembly, and final
               inspection and test of the Warranted Part are permissible. Any
               manhours required for maintenance work concurrently being carried
               out on the Aircraft or Warranted Part as well as for removal and
               installation of the Warranted Part are not included.

               The manhours permissible above shall be multiplied by an agreed
               labour rate referred to as the Inhouse Warranty labour rate and
               representing the Buyer's composite labour rate meaning the
               average hourly rate (excluding all fringe benefits, premium time
               allowances, social charges, business taxes and the like) paid to
               the Buyer's employees whose jobs are directly related to the
               performance of the repair.

          -    Direct material costs are determined by the prices at which the
               Buyer acquired such material, excluding any parts and materials
               used for overhaul and as may be furnished by the Seller at no
               charge.

     (vi) Limitation

          The Buyer shall in no event be credited for repair costs (including
          labour and material) in excess of sixty-five percent (65 %) of the
          current catalog price for a replacement of the defective Warranted
          Part or in excess of those costs which would have resulted if repairs
          had been carried out at the Seller's facilities. Such costs shall be
          substantiated in writing by the Seller upon reasonable request by the
          Buyer.

<PAGE>

     (vii) Scrapped Material

          The Buyer shall retain any defective Warranted Part beyond economic
          repair and any defective part removed from a Warranted Part during
          repair for a period of either one hundred and twenty (120) days after
          the date of completion of repair or sixty (60) days after submission
          of a claim for Inhouse Warranty credit relating thereto, whichever is
          longer. Such parts shall be returned to the Seller within thirty (30)
          days of receipt of the Seller's request to that effect.

          Notwithstanding the foregoing, the Buyer may scrap any such defective
          parts which are beyond economic repair and not required for technical
          evaluation locally with the agreement of the Seller's local
          representative. Scrapped Warranted Parts shall be evidenced by a
          record of scrapped material certified by an authorized representative
          of the Buyer.

12.1.8 Standard Warranty Transferability

     The warranties provided for in this sub-Clause 12.1 for any Warranted Part
     shall 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 or leasing agreement between such airlines
     and the Buyer, in accordance with the terms and subject to the limitations
     and exclusions of the foregoing warranties and to the extent permitted by
     any applicable laws or regulations.

12.1.9 Warranty for Corrected, Replaced or Repaired Warranted Parts

     Whenever any Warranted Part which contains a defect for which the Seller is
     liable under sub-Clause 12.1 has been corrected, replaced or repaired
     pursuant to the terms of this sub-Clause 12.1, the period of the Seller's
     warranty with respect to such corrected, replaced or repaired Warranted
     Part whichever may be the case, shall be the remaining portion of the
     original warranty.

12.1.10 Good Airline Operation - Normal Wear and Tear

     The Buyer's rights under this sub-Clause 12.1 are subject to the Aircraft
     and each component, equipment, accessory and part thereof being maintained,
     overhauled, repaired, and operated in accordance with good commercial
     airline practice, all technical documentation and any other instructions
     issued by the Seller and the Vendors and the Manufacturer of the Propulsion
     Systems and all applicable rules, regulations and directives of relevant
     Aviation Authorities. The Seller's liability under this sub-Clause 12.1
     shall not extend to normal wear and tear nor to:

     (i)  any Aircraft or component, equipment, accessory or part thereof which
          has been repaired, altered or modified after delivery except by the
          Seller or in a manner approved by the Seller;

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

<PAGE>

     (iii) any component, equipment, accessory and part from which the trade
          mark, name, part or serial number or other identification marks have
          been removed;

     unless in any such case (except in the case of (iii) above) the Buyer
     submits reasonable evidence to the Seller that the defect did not arise
     from or was not contributed to by any one or more of the said causes.

12.2 Seller Service Life Policy

     In addition to the warranties set forth in sub-Clause 12.1, the Seller
     further agrees that should a Failure as defined in sub-Clause 12.2.1.2
     occur in any Item as defined in sub-Clause 12.2.1.1, and subject to the
     general conditions and limitations set forth in sub-Clause 12.2.4, then the
     provisions of this sub-Clause 12.2 shall apply.

12.2.1 Definitions

     For the purpose of this sub-Clause 12.2 the following conditions shall
     apply:

12.2.1.1 "Item" means any of the Seller components, equipment, accessories and
     parts listed in Exhibit "C", Seller Service Life Policy.

12.2.1.2 "Failure" means any breakage of, or defect in, an Item which has
     occurred and which can reasonably be expected to occur on a fleetwide
     basis, and which materially impairs the utility of the Item.

12.2.2 Periods and Seller's Undertakings

     The Seller agrees that if a Failure occurs in an Item within * years after
     the delivery of said Aircraft to the Buyer, whichever shall first occur,
     the Seller shall at its own discretion and as promptly as practicable and
     with the Seller's financial participation as hereinafter provided either:

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

12.2.2.2 replace such Item.

<PAGE>

12.2.3 Seller's Participation in the Costs

     Any part or Item which the Seller is required to furnish to the Buyer under
     this Service Life Policy in connection with the correction or replacement
     of an Item shall be furnished to the Buyer with the Seller's financial
     participation determined in accordance with the following formula:

          P = C (N - T)/N

     where :

     P:   financial participation of the Seller,

     C:   Seller's then current sales prices for the required Item or Seller
          designed parts,

     T:   total time in months since delivery of the Aircraft in which the Item
          subject to a Failure has been used,
          and,

     N:   (*) months,

<PAGE>

12.2.4 General Conditions and Limitations

12.2.4.1 The undertakings given in this sub-Clause 12.2 shall be valid after the
     period of the Seller's warranty applicable to an Item under sub-Clause
     12.1.

12.2.4.2 The Buyer's remedy and the Seller's obligation and liability under this
     Service Life Policy are subject to the prior compliance by the Buyer with
     the following conditions:

     (i)  the Buyer shall maintain log books and other historical records with
          respect to each Item adequate to enable determination of whether the
          alleged Failure is covered by this Service Life Policy and if so to
          define the costs to be borne by the Seller in accordance with
          sub-Clause 12.2.3;

     (ii) the Buyer shall keep the Seller informed of any significant incidents
          relating to an Aircraft howsoever occurring or recorded;

     (iii) the Buyer shall comply with the conditions of sub-Clause 12.1.10;

     (iv) the Buyer shall carry out specific structural inspection programs for
          monitoring purposes as may be established from time to time by the
          Seller. Such programs shall be as compatible as possible with the
          Buyer's operational requirements and shall be carried out at the
          Buyer's expense. Reports relating thereto shall be regularly furnished
          to the Seller;

     (v)  in the case of any breakage or defect, the Buyer must have reported
          the same in writing to the Seller within sixty (60) days after any
          breakage or defect in an Item becomes apparent whether or not said
          breakage or defect can reasonably be expected to occur in any other
          aircraft, and the Buyer shall have informed the Seller of the breakage
          or defect in sufficient detail 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 for in this sub-Clause 12.2, any claim
     under this Service Life Policy shall be administered as provided for in and
     shall be subject to the terms and conditions of sub-Clause 12.1.6.

12.2.4.4 In the event that the Seller shall have issued a modification
     applicable to an Aircraft, the purpose of which is to avoid a Failure, the
     Seller may elect to supply the necessary modification kit free of charge or
     under a pro rata formula. If such a kit is so offered to the Buyer, then,
     to the extent of such Failure and any Failures that could ensue therefrom,
     the validity of the Seller's commitment under this sub-Clause 12.2 shall be
     subject to the Buyer's incorporating such modification in the relevant
     Aircraft, as promulgated by the Seller and in accordance with the Seller's
     instructions, within a reasonable time.

<PAGE>

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 herein is to furnish only those corrections to the
     Items or provide replacement therefor as provided for in sub-Clause 12.2.3.

     The Buyer's sole remedy and relief for the non-performance of any
     obligation or liability of the Seller arising under or by virtue of this
     Service Life Policy shall be in monetary damages, limited to the amount the
     Buyer reasonably expends in procuring a correction or replacement for any
     Item which is the subject of a Failure covered by this Service Life Policy
     and to which such non-performance is related.

     The Buyer hereby waives, releases and renounces all claims to any further
     damages, direct, incidental or consequential, including loss of profits and
     all other rights, claims and remedies, arising under or by virtue of this
     Service Life Policy.

12.2.5 Transferability

     The Buyer's rights under this sub-Clause 12.2 shall not be assigned, sold,
     leased, transferred or otherwise alienated by operation of law or
     otherwise, without the Seller's prior consent thereto, which shall not be
     unreasonably withheld and given in writing.

     Any unauthorized assignment, sale, lease, transfer or other alienation of
     the Buyer's rights under this Service Life Policy shall, as to the
     particular Aircraft involved, immediately void this Service Life Policy in
     its entirety.

<PAGE>

12.3 Vendor Product Support Agreements

12.3.1 Seller's Support

     Prior to the delivery of the first Aircraft, the Seller shall obtain from
     all Vendors listed in the "Vendor Product Support Agreements" enforceable
     and transferable warranties for each of their components, equipment,
     accessories or parts installed in an Aircraft at the time of delivery
     thereof ("Vendor Parts") except for the Propulsion Systems, Buyer Furnished
     Equipment and other equipment selected by the Buyer to be supplied by
     Vendors with whom the Seller has no existing enforceable warranty
     agreements.

     The Seller shall also obtain enforceable and transferable Vendor Service
     Life Policies from landing gear Vendors for selected structural landing
     gear elements.

     The Seller undertakes to supply to the Buyer such Vendor warranties and
     Vendor Service Life Policies in the form of "Vendor Product Support
     Agreements".

12.3.2 Vendor's Default

12.3.2.1 In the event of any Vendor, under any standard warranty obtained by the
     Seller pursuant to sub-Clause 12.3.1, defaulting in the performance of any
     material obligation with respect thereto and the Buyer submitting in
     reasonable time to the Seller reasonable proof that such default has
     occurred, then sub-Clause 12.1 shall apply to the extent the same would
     have been applicable had such Vendor Part been a Warranted Part, except
     that the Vendor's warranty period as indicated in the "Vendor Product
     Support Agreement" shall apply.

12.3.2.2 In the event of any Vendor, under any Vendor Service Life Policy
     obtained by the Seller pursuant to sub-Clause 12.3.1, defaulting in the
     performance of any material obligation with respect thereto and the Buyer
     submitting in reasonable time to the Seller reasonable proof that such
     default has occurred, then sub-Clause 12.2 shall apply to the extent the
     same would have been applicable had such Vendor Item been listed in Exhibit
     "C", Seller Service Life Policy, except that the Vendor's Service Life
     Policy period as indicated in the "Vendor Product Support Agreement" shall
     apply.

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

<PAGE>

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 shall, if so requested by the Buyer, and without
     additional charge to the Buyer except for transportation of the Seller'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 shall furnish to the Seller all data and
     information in the Buyer's possession relevant to the Interface Problem,
     and shall 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 shall 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 of a Warranted Part, the Seller shall, if so
     requested by the Buyer and pursuant to the terms and conditions of
     sub-Clause 12.1, correct the design of such Warranted Part to the extent of
     the Seller's obligation as defined in sub- Clause 12.1.

12.4.3 Vendor's Responsibility

     If the Seller determines that the Interface Problem is primarily
     attributable to the design of any Vendor Part, the Seller shall, if so
     requested by the Buyer, reasonably assist the Buyer in processing any
     warranty claim the Buyer may have against the Vendor.

12.4.4 Joint Responsibility

     If the Seller determines that the Interface Problem is attributable
     partially to the design of a Warranted Part and partially to the design of
     any Vendor Part, the Seller shall, if so requested by the Buyer, seek a
     solution to the Interface Problem through cooperative efforts of the Seller
     and any Vendor involved.

     The Seller shall promptly advise the Buyer of such corrective action as may
     be proposed by the Seller and any such Vendor. Such proposal shall be
     consistent with any then existing obligations of the Seller hereunder and
     of any such Vendor to the Buyer. Such corrective action when duly accepted
     by the Buyer shall constitute full satisfaction of any claim the Buyer may
     have against either the Seller or any such Vendor with respect to such
     Interface Problem.

<PAGE>

12.4.5 General

12.4.5.1 All requests under this sub-Clause 12.4 shall be directed to both the
     Seller and the Vendors.

12.4.5.2 Except as specifically set forth in this sub-Clause 12.4, this
     sub-Clause shall not be deemed to impose on the Seller any obligations not
     expressly set forth elsewhere in this Clause 12.

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

12.5 Waiver, Release and Renunciation

     THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE SELLER AND REMEDIES OF
     THE BUYER SET FORTH IN THIS CLAUSE 12 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 OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMITY OR DEFECT IN ANY
     AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART THEREOF DELIVERED UNDER
     THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF
     MERCHANTABILITY OR FITNESS, ANY IMPLIED WARRANTY ARISING FROM COURSE OF
     PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, ANY OBLIGATION,
     LIABILITY, RIGHT, CLAIM OR REMEDY IN CONTRACT OR IN TORT, WHETHER OR NOT
     ARISING FROM THE SELLER'S NEGLIGENCE, ACTUAL OR IMPUTED, AND ANY
     OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OR DAMAGE TO ANY
     AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART THEREOF, FOR LOSS OF USE,
     REVENUE OR PROFIT WITH RESPECT TO ANY AIRCRAFT, COMPONENT, EQUIPMENT,
     ACCESSORY OR PART THEREOF, 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 SUB-CLAUSE 12.5 SHALL REMAIN IN FULL FORCE AND
     EFFECT.

<PAGE>

12.6 Duplicate Remedies

     The Seller shall not be obliged to provide any remedy which is duplicate of
     any other remedy provided to the Buyer under any part of this Clause 12 as
     may be amended, complemented or supplemented by other contractual
     agreements or Clauses of this Agreement.

12.7 Negotiated Agreement

     The Buyer and the Seller agree that this Clause 12 has been the subject of
     discussion and negotiation and is fully understood by the parties, and that
     the price of the Aircraft and the other mutual agreements of the parties
     set forth in this Agreement were arrived at in consideration of, inter
     alia, the provisions of this Clause 12, specifically including the waiver,
     release and renunciation by the Buyer set forth in sub-Clause 12.5.

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE   TITLE
------   -----
<S>      <C>
 13-     PATENT - INDEMNITY
 13.1    Seller's Obligation and Buyer's Remedy
 13.2    Claim Administration
 13.3    Buyer's Rights Exclusive
</TABLE>

<PAGE>

13-  PATENT - INDEMNITY

13.1 Seller's Obligation and Buyer's Remedy

13.1.1 Subject to the provisions of sub-Clause 13.2.2, the Seller shall
     indemnify the Buyer from and against any damages, costs or expenses
     including legal costs (excluding damages, costs, expenses, loss of profits
     and other liabilities in respect of or resulting from loss of use of the
     Aircraft or any of them) resulting from any infringement or claim of
     infringement 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:

          (1)  from the time of design of such Aircraft, accessory, equipment or
               part and until infringement claims are resolved, such country and
               the flag country of the Aircraft are legally bound by and
               recognize their obligations and duties under the Chicago
               Convention on International Civil Aviation of December 7, 1944
               and the flag country is fully entitled to all benefits of Article
               27 thereof

               or in the alternative,

          (2)  from such time of design and until infringement claims are
               resolved such country shall either be a party to the
               International Convention for the Protection of Industrial
               Property, or have in full force and effect patent laws which
               recognize and give adequate protection to patents issued under
               the laws of other countries.

13.1.2 The sub-Clause 13.1.1 shall not apply to Buyer Furnished Equipment nor to
     parts which the Buyer has requested the Seller to install on the Aircraft
     where such parts are to be supplied by Vendors with whom the Seller has no
     existing enforceable warranty agreements.

<PAGE>

13.1.3 In the event that the Buyer is prevented from using a unit or a part of
     the Aircraft (whether by a valid judgment of a court of competent
     jurisdiction or by a settlement arrived at between claimant, Seller and
     Buyer), the Seller shall at its expense either:

     (i)  procure for the Buyer the right to use the same free of charge to the
          Buyer; or

     (ii) replace the same as soon as possible with a non infringing substitute
          complying in all other respects with the requirements of this
          Agreement.

13.2 Claim Administration

13.2.1 If the Buyer receives a written claim or a suit is threatened or
     commenced against the Buyer for infringement, 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
          knowledge control or possession;

     (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 defence or denial of such suit or
          claim;

     (iv) fully cooperate with, and render all such assistance to, the Seller as
          may be pertinent to the defence or denial of the suit or claim;

     (v)  act in such a way as to mitigate damages and / or to reduce the amount
          of royalties which may be payable as well as to minimise costs and
          expenses.

13.2.2 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 defence or settlement of any
     suit or claim in the manner which, in its opinion, deems proper.

13.3 Buyer's Rights Exclusive

     The Seller's liability hereunder shall be conditional upon the strict and
     timely compliance by the Buyer with the terms of this Clause and is in lieu
     of any other liability to the Buyer express or implied which the Seller
     might incur at law as a result of any infringement or claim of infringement
     of any patent.

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE       TITLE
------       -----
<S>          <C>
 14          TECHNICAL PUBLICATIONS
 14.1        General
 14.2        Scope
 14.3        Delivery
 14.4        Revision Service
 14.5        Vendor Equipment
 14.6        Aircraft Identification for Technical Publications
 14.7        Performance Engineer's Programs
 14.8        CD-ROM
 14.9        Future Developments
 14.10       Warranties
 14.11       Proprietary Rights
Appendix A   Licence for use of the Performance Engineer's Programs (PEP)
Appendix B   Licence for use of CD-ROM
</TABLE>

<PAGE>

14-  TECHNICAL PUBLICATIONS

14.1 General

     This Clause covers the terms and conditions for the supply of technical
     publications (hereinafter "the Technical Publications") to support the
     Aircraft operation.

     The Technical Publications shall be supplied in the English language using
     the aeronautical terminology in common use.

14.2 Scope

     Range, form, type, format, ATA/Non ATA compliance, revision, quantity and
     delivery schedule of the Technical Publications are covered in Exhibit "D".

14.3 Delivery

14.3.1 The Technical Publications and corresponding revisions to be supplied by
     the Seller shall be sent to one address only as advised by the Buyer.

     Documentation already in the Buyer's possession through a previous
     agreement shall not be included in the Technical Publications package
     subject of the present Agreement, except as quantities may be increased in
     accordance with the provisions of Exhibit "D".

     Packing and shipment of the Technical Publications and their revisions
     shall be carried out in consideration of the quickest transportation
     methods. The shipment shall be Free Carrier (FCA) TOULOUSE, FRANCE and/or
     Free Carrier (FCA) HAMBURG, FEDERAL REPUBLIC OF GERMANY, as the term Free
     Carrier (FCA) is defined by publication no 460 of the International Chamber
     of Commerce, published in April 1990.

     The delivery schedule of the Technical Publications shall be phased as
     mutually agreed to correspond with Aircraft deliveries. The Buyer agrees to
     provide forty (40) days notice when requesting a change to the delivery
     schedule.

14.3.2 It shall be the responsibility of the Buyer to coordinate and satisfy
     local Aviation Authorities needs for Seller's Technical Publications. Such
     Technical Publications shall be supplied by the Seller at no charge to the
     Buyer Free Carrier (FCA) TOULOUSE, FRANCE and/or Free Carrier (FCA)
     HAMBURG, FEDERAL REPUBLIC OF GERMANY.

<PAGE>

14.4 Revision Service

14.4.1 General

     Unless otherwise specifically stated, Revision Service shall be offered on
     a free of charge basis for a period of * after delivery of the last firmly
     ordered Aircraft covered under this Agreement.

     Mandatory changes shall be incorporated into the Technical Publications at
     no charge for as long as one (1) Aircraft is in service with the Buyer.

14.4.2 Service Bulletins (SB)

     Seller's Service Bulletin information shall be incorporated into the
     Technical Publications for the Buyer's Aircraft after formal notification
     by the Buyer of its intention to accomplish a Service Bulletin. The split
     effectivity for the corresponding Service Bulletin shall remain in the
     Technical Publications until notification from the Buyer that embodiment
     has been completed on all the Buyer's Aircraft.

     The request for incorporation has to be made within two (2) years after
     issue of the Service Bulletin.

14.4.3 Customer Originated Changes (COC)

14.4.3.1 Buyer originated data documented in the Buyer's own Airline Engineering
     Bulletin may be introduced into the following Seller's customized manuals :

     -    Aircraft Maintenance Manual,

     -    Illustrated Parts Catalog,

     -    Trouble Shooting Manual,

     -    Wiring Manual (Schematics, Wirings, Lists).

     COC data shall be established by the Buyer according to the "Guidelines for
     Customer Originated Changes" as issued by the Seller.

     The data shall be labelled with COC as being Buyer originated. The Seller
     shall endeavour to incorporate such Buyer originated data within the two
     (2) revisions following the receipt of complete and accurate data for
     processing.

     COC data shall be incorporated by the Seller in all affected customized
     manuals unless the Buyer specifies in writing the documents of its choice
     into which the COC data shall be incorporated. The customized manuals into
     which the COC data are incorporated shall only show the Aircraft
     configuration reflecting the COC data and not the configuration before such
     COC data's incorporation.

14.4.3.2 The Buyer shall ensure that any such data have received prior agreement
     from its local Aviation Authorities.

<PAGE>

14.4.3.3 The Buyer hereby acknowledges and accepts that the incorporation of any
     COC into the Technical Publications issued by the Seller shall be entirely
     at the Buyer's risk. Accordingly, the Seller shall be under no liability
     whatsoever in respect of either the contents of any COC, including any
     omissions or inaccuracies therein, or the effect which the incorporation of
     such COC may have on the Seller's Technical Publications.

     The Seller shall not be required to check any COC data submitted for
     incorporation as aforesaid.

     Further, the Buyer acknowledges full liability for the effects, including
     all related costs, which any COC may have on all subsequent Service
     Bulletins/modifications.

14.4.3.4 In the event of the Seller being required under any court order or
     settlement to indemnify any third party for injury, loss or damage incurred
     directly or indirectly as a result of incorporation of any COC into the
     Technical Publications issued by the Seller, the Buyer agrees to reimburse
     the Seller for all payments or settlements made in respect of such injury,
     loss or damage including any expenses incurred by the Seller in defending
     such claims.

     The Seller's liability shall in no event be affected by any communication
     written or oral which the Seller may make to the Buyer with respect to such
     documentation.

14.4.3.5 The Seller's costs with respect to the incorporation of any COC as
     aforesaid shall be invoiced to the Buyer under conditions specified in the
     Seller's then current Support Services Price List.

14.5 Vendor Equipment

     Information relating to Vendor equipment which is installed on the Aircraft
     by the Seller shall be introduced into the Seller's Technical Publications
     to the extent necessary for the comprehension of the systems concerned, at
     no additional charge to the Buyer for the Technical Publications' basic
     issue.

     The Buyer shall supply the data related to Buyer Furnished Equipment (BFE)
     and Seller Furnished Equipment (SFE) (if not covered in the Seller's
     Standard SFE definition) to the Seller at least six (6) months before the
     scheduled delivery of the Seller's customized Technical Publications. The
     BFE and SFE data (if not covered in the Seller's standard SFE definition)
     supplied by the Buyer to the Seller shall be in English language.

     The Seller shall introduce BFE and SFE data into the Seller's Technical
     Publications at no additional charge to the Buyer for the Technical
     Publications basic issue. The transportation costs related to BFE and SFE
     data shipment shall be the Buyer's responsibility.

<PAGE>

14.6 Aircraft Identification for Technical Publications

     For the customized Technical Publications the Buyer agrees to the
     allocation of Fleet Serial Numbers (FSN) in the form of block of numbers
     selected in the range from 001 to 999.

     The sequence shall be interrupted only if two (2) different Propulsion
     Systems or different Aircraft models are selected.

     The Buyer shall indicate to the Seller the Fleet Serial Number allocated to
     the Aircraft Manufacturer's Serial Number (MSN) within forty-five (45) days
     after execution of this Agreement. The allocation of Fleet Serial Numbers
     to Manufacturer's Serial Numbers shall not constitute any property,
     insurable or other interest of the Buyer whatsoever in any Aircraft prior
     to the delivery of and payment for such Aircraft as provided for in this
     Agreement.

     The affected customized Technical Publications are:

     -    Aircraft Maintenance Manual,

     -    Illustrated Parts Catalog,

     -    Trouble Shooting Manual,

     -    Wiring Manual (Schematics, Wirings, Lists).

14.7 Performance Engineer's Programs

     Complementary to the standard Operational Manuals, covered in Exhibit "D",
     the Seller shall provide to the Buyer Performance Engineer's Programs (PEP)
     under licence conditions as defined in Appendix A to this Clause.

14.8 CD-ROM

     CD-ROM, in replacement for manuals/data provided by the Seller in other
     media, can be provided under licence conditions as defined in Appendix B to
     this Clause.

     The affected Technical Publications are the following :

     -    Trouble Shooting Manual,

     -    Aircraft Maintenance Manual,

     -    Illustrated Parts Catalog.

14.9 Future Developments

     The Seller shall continuously monitor technological developments and apply
     them to document production and method of transmission where beneficial and
     economical.

<PAGE>

14.10 Warranties

     The Seller warrants that the Technical Publications are prepared in
     accordance with the state of the art at the date of their conception.
     Should a Technical Publication prepared by the Seller contain error or
     omission, the sole and exclusive liability of the Seller shall be to take
     all reasonable and proper steps to, at its option, correct or replace such
     Technical Publication. Notwithstanding the above, no warranties of any kind
     are given for the Customer Originated Changes, as set forth in sub-Clause
     14.4.3. The provisions of sub-Clause 12.5,12.6 and 12.7 shall apply to all
     Technical Publications.

14.11 Proprietary Rights

14.11.1 All proprietary rights, including but not limited to patent, design and
     copyrights, relating to Technical Publications and data supplied under this
     Agreement shall remain with the Seller. All such Technical Publications and
     data are supplied to the Buyer for the sole use of the Buyer who undertakes
     not to divulge the contents thereof to any third party save as permitted
     therein or otherwise pursuant to any Government or legal requirement
     imposed upon the Buyer or if any such information falls into the public
     domain other than by any unauthorised disclosure of Buyer. 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 provides for manufacturing by the Buyer, the
     consent given by the Seller shall not be construed as express or implicit
     approval howsoever of the manufactured products. The supply of the
     Technical Publications and data shall not be construed as any further right
     for the Buyer to design or manufacture any Aircraft or part thereof or
     spare part.

14.11.3 In the case of the Seller having authorized the disclosure to third
     parties either under this Agreement or by an express prior written
     authorization, the Buyer shall undertake that such third party agree to be
     bound by the same conditions and restrictions as the Buyer with respect to
     the disclosed Technical Publications.

<PAGE>

          LICENCE FOR USE OF THE PERFORMANCE ENGINEER'S PROGRAMS (PEP)

1.   Grant

     The Seller grants the Buyer the right to use the PEP in machine readable
     form during the term of this licence on a single computer.

     Use of the PEP in readable form shall be limited to one (1) copy other than
     the copies contained in the single computer and copies produced for
     checkpoint and restart purposes or additional copies made with the consent
     of the Seller for a specific need.

2.   Merging

     The PEP may be used and adapted in machine readable form for the purpose of
     merging it into other program material of the Buyer but, on termination of
     this Agreement, the PEP shall be removed from the other program material
     with which it has been merged.

     The Buyer agrees to reproduce the copyright and other notices as they
     appear on or within the original media on any copies which the Buyer makes
     of the PEP.

3.   Personal Licence

     The above described licence is personal to the Buyer and, subject to prior
     written notice to the Seller by the Buyer of the name, address and identity
     thereof, Buyer's affiliates, and is otherwise non-transferable and
     non-exclusive.

4.   Installation

     It is the Buyer's responsibility to install the PEP and to perform any
     mergings and checks. The Seller shall however assist the Buyer's operations
     engineers in the initial phase following the delivery of the PEP until such
     personnel reach the familiarization level required to make inputs and
     correlate outputs.

<PAGE>

5.   Proprietary Rights and Non-Disclosure

5.1  The PEP and the copyright and other proprietary rights of whatever nature
     in the PEP are and shall remain with the Seller. The PEP and its contents
     are designated as confidential.

5.2  The Buyer undertakes not to disclose the PEP or parts thereof and its
     contents to any third party without the prior written consent of the
     Seller. In so far as it is necessary to disclose aspects of the PEP to
     employees, such disclosure is permitted only for the purpose for which the
     PEP is supplied and only to the employee who needs to know the same.

6.   Conditions of Use

6.1  The Seller does not warrant that the PEP shall not contain errors. However,
     should the PEP be found to contain any error at delivery, the Buyer shall
     notify the Seller promptly thereof and the Seller shall take all proper
     steps to correct the same at his own expense.

6.2  The Buyer shall ensure that the PEP is correctly used in appropriate
     machines as indicated in the Performance Programs Manual (PPM) and that
     staff are properly trained to use the same, to trace and correct running
     faults, to restart and recover after fault and to operate suitable checks
     for accuracy of input and output.

6.3  It is understood that the PPM is the user's guide of the PEP and the Buyer
     shall undertake to use the PEP in accordance with the PPM.

6.4  The PEP are supplied under the express condition that the Seller shall have
     no liability in contract or in tort arising from or in connection with the
     use of or inability to use the PEP.

7.   Duration

     The rights under this licence shall be granted to the Buyer as long as the
     Buyer operates a Seller's Aircraft model to which the PEP refers. When the
     Buyer stops operating said Aircraft model, the Buyer shall return the PEP
     and any copies thereof to the Seller, accompanied by a notice certifying
     that the Buyer has returned all existing copies.

<PAGE>

                            LICENCE FOR USE OF CD-ROM

1.   Grant

     The Seller grants the Buyer the right to use the Aircraft Documentation
     Retrieval System (ADRES) and/or the Computer Assisted Aircraft Trouble
     Shooting (CAATS) on CD-ROM for the term of this Licence. Use of ADRES
     and/or CAATS shall be limited to the number of copies defined between the
     parties.

     For clarification, it is hereby stated that the Power Plant IPC is not part
     of the electronic IPC and is only available on other media (paper or film).

2.   Term

     The rights under the Licence shall be granted from the date of first
     delivery of ADRES and/or CAATS to the end of the current year. The grant
     shall be renewed automatically at the beginning of each calendar year for
     another year, unless either the Buyer or the Seller gives written notice to
     the other party three (3) months prior to the end of the Licence of its
     intention to terminate the grant. Within thirty (30) days of termination,
     the Buyer shall return ADRES and/or CAATS and all copies thereof to the
     Seller.

3.   Revision Service

     the Seller shall provide revision service for ADRES and/or CAATS during the
     term. The revision service shall be based on the revision service which the
     Seller provides for the documentation in paper or film format.

     ADRES and/or CAATS CD-ROM shall be revised concurrently with the paper and
     film deliveries. However, temporary revisions are not currently provided in
     digital data format and are only available in paper format.

4.   Personal Licence

     The Licence is personal to the Buyer and, subject to prior written notice
     to the Seller by the Buyer of the name, address and identity thereof,
     Buyer's affiliates, and is otherwise non-transferable and non-exclusive.
     The Buyer shall not permit any third party to use ADRES and/or CAATS, nor
     shall it transfer or sub-licence ADRES and/or CAATS to any third party,
     without prior written consent from the Seller.

<PAGE>

5.   Installation

     The Seller shall provide the list of hardware on which ADRES and/or CAATS
     shall be installed. The Buyer shall be responsible for procuring such
     hardware and installing ADRES and/or CAATS.

6.   Proprietary Rights

     ADRES and/or CAATS are proprietary to the Seller and the copyright and all
     other proprietary rights in ADRES and/or CAATS are and shall remain the
     property of the Seller.

7.   Copyright Indemnity

     The Seller shall defend and indemnify the Buyer (such indemnity to include,
     without limitation, all reasonable legal fees and expenses incurred by the
     Buyer) against any claim that the normal use of ADRES and/or CAATS
     infringes the intellectual property rights of any third party, provided
     that the Buyer:

7.1  immediately notifies the Seller of any such claim;

7.2  makes no admission or settlement of any claim;

7.3  allows the Seller to have sole control of all negotiations for its
     settlement;

7.4  gives the Seller all reasonable assistance in connection therewith.

8.   Confidentiality

     ADRES and/or CAATS and their contents are designated as confidential. The
     Buyer undertakes not to disclose ADRES and/or CAATS or parts thereof to any
     third party without the prior written consent of the Seller except (i) as
     required by applicable court orders or governmental regulations (in which
     case it shall give the Seller prior written notice of such disclosure and
     use its best efforts to limit such disclosure to the greatest extent
     possible) or (ii) for information which is in the public domain at the time
     of disclosure otherwise than through a breach of this Agreement (but
     compilations of information which are not public shall not be treated as
     being public by reason of them containing information which is). In so far
     as it is necessary to disclose aspects of ADRES and/or CAATS to the
     employees, such disclosure is permitted solely for the purpose for which
     ADRES and/or CAATS are supplied and only to those employees who need to
     know the same.

<PAGE>

9.   Conditions of Use

9.1  The Buyer shall not make any copies of ADRES and/or CAATS, except for
     installation purposes.

9.2  The Seller does not warrant that the operation of ADRES and/or CAATS shall
     be error free. In the event of an error occurring within thirty (30) days
     of delivery, the sole and exclusive liability of the Seller shall be, at
     its expense, to correct ADRES and/or CAATS in the following revision.

9.3  THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE SELLER AND REMEDIES OF
     THE BUYER SET FORTH IN THIS LICENCE ARE EXCLUSIVE AND IN SUBSTITUTION FOR,
     AND THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES,
     OBLIGATIONS AND LIABILITIES OF THE SELLER AND THE RIGHTS, CLAIMS OR
     REMEDIES OF THE BUYER AGAINST THE SELLER, EXPRESS OR IMPLIED, ARISING BY
     LAW OR OTHERWISE, WITH RESPECT TO ANY NON CONFORMITY OR DEFECT IN THE ADRES
     AND/OR CAATS DELIVERED UNDER THIS LICENCE.

10.  Training

     In addition to the user guide supplied with ADRES and/or CAATS, training
     and other assistance may be provided upon the Buyer's request at conditions
     to be mutually agreed.

11.  Replacement of Product

     For clarification purposes it is hereby expressly stated that ADRES and/or
     CAATS shall be offered for a limited time period, not exceeding the term of
     this Licence. In the event that the Seller should offer a replacement
     product, the conditions for using such product shall be subject to a
     separate agreement.

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE   TITLE
------   -----
<S>      <C>
 15-     SELLER REPRESENTATIVES
 15.1    Seller's Service
 15.2    Customer Support Manager
 15.3    Buyer's Service
 15.4    Withdrawal of Seller's Representatives
 15.5    Seller's Representatives' Status
 15.6    Indemnities
</TABLE>

<PAGE>

15   SELLER REPRESENTATIVES

15.1 Seller's Service

15.1.1 The Seller shall provide free of charge the services of a team of
     Technical Representatives acting in an advisory capacity at the Buyer's
     main base for a period commencing at or about the delivery of the first
     Aircraft for a total of * man-months. The actual number of Seller
     Technical Representatives assigned to the Buyer at any time shall be
     mutually agreed upon but at no time shall this number exceed three men.

15.1.2 The Seller has set up a global Technical Services network available for
     the non-exclusive use by each of the Seller's aircraft operators.

     The Buyer shall have free access to this global network at any time in the
     course of the Aircraft operation, and in particular to the regional
     Technical Representatives closest to the Buyer's main base after the end of
     the mission of the Technical Representatives referred to in sub-Clause
     15.1.1, or to cover for their temporary absence in the course of their
     mission. A list of the contacts for the global Technical Services network
     including the regional Technical Representatives shall be provided to the
     Buyer.

15.1.3 The Seller shall cause similar services to be provided by competent
     Representatives of the Propulsion Systems Manufacturer and by Vendor
     Representatives when necessary and applicable.

15.2 Customer Support Manager

     The Seller shall provide one (1) Customer Support Manager to liaise on
     product support matters between the Seller's main office and the Buyer
     after signature of this Agreement for as long as one (1) Aircraft is
     operated by the Buyer.

15.3 Buyer's Service

15.3.1 From the date of arrival of the first of the Seller's Representatives
     specified in sub-Clause 15.1.1 the Buyer shall provide free of charge a
     non-exclusive English speaking secretary and a suitable office,
     conveniently located with respect to the Buyer's maintenance facilities,
     with complete office furniture and equipment including telephone, telefax
     and SITA connection for the sole use of the Seller's Representatives.

     Should the Buyer already provide such facilities through another Purchase
     Agreement with the Seller, the above Buyer's service may not be provided if
     they do not appear necessary.

15.3.2 For the Representatives mentioned in sub-Clause 15.1.1 and their
     families, that is their children still undergoing education and spouse, the
     Buyer shall provide at no charge to the Seller confirmed reservations,
     Business Class, if available, to and from their place of assignment and the
     airport on the Buyer's network nearest to TOULOUSE, FRANCE.

15.3.3 The Buyer shall also provide at no charge to the Seller air
     transportation, confirmed reservations for the annual vacation of the
     persons mentioned in sub-Clause 15.1.1 above to and from their place of
     assignment and the airport on the Buyer's network nearest to TOULOUSE,
     FRANCE.

<PAGE>

15.3.4 The Buyer shall assist the seller to obtain from the civil authorities of
     the Buyer's country those documents which are necessary to permit the
     Seller's Representatives to live and work in the Buyer's country. Failure
     of the Seller to obtain the necessary documents shall relieve the Seller of
     any obligation to the Buyer under the provisions of sub-Clauses 15.1.1 and
     15.1.2.

15.4 Withdrawal of Seller's Representatives

     The Seller shall have the right to withdraw its assigned personnel as it
     sees fit if conditions arise which are in the Seller's opinion dangerous to
     their safety or health or prevent them from fulfilling their contractual
     tasks.

15.5 Seller's Representatives' Status

     In providing the above technical services, the Seller's employees and other
     Representatives are deemed to be acting in an advisory capacity only and at
     no time shall they be deemed to act as Buyer's employees or agents either
     directly or indirectly.

<PAGE>

15.6 Indemnities

     THE BUYER SHALL, EXCEPT IN CASE OF WILFUL MISCONDUCT OF THE SELLER, ITS
     DIRECTORS, OFFICERS, AGENTS, SUBCONTRACTORS AND EMPLOYEES, BE SOLELY LIABLE
     FOR AND SHALL INDEMNIFY AND HOLD HARMLESS THE SELLER, ITS DIRECTORS,
     OFFICERS, AGENTS, SUBCONTRACTORS AND EMPLOYEES FROM AND AGAINST ALL
     LIABILITIES, CLAIMS, DAMAGES, LOSSES, COSTS AND EXPENSES (INCLUDING LEGAL
     EXPENSES AND ATTORNEY FEES) FOR ALL INJURIES TO OR DEATH OF PERSONS,
     EXCEPTING INJURIES TO OR DEATH OF THE SELLER'S REPRESENTATIVES PROVIDING
     THE SERVICES UNDER THIS CLAUSE 15, AND FOR LOSS OF OR DAMAGE TO PROPERTY
     AND/OR FOR LOSS OF USE THEREOF HOWSOEVER ARISING OUT OF OR IN CONNECTION
     WITH THE PERFORMANCE OF SERVICES UNDER THIS CLAUSE 15.

     THE SELLER SHALL, EXCEPT IN CASE OF WILFUL MISCONDUCT OF THE BUYER, ITS
     DIRECTORS, OFFICERS, AGENTS, SUBCONTRACTORS AND EMPLOYEES, BE SOLELY LIABLE
     FOR AND SHALL INDEMNIFY AND HOLD HARMLESS THE BUYER, ITS DIRECTORS,
     OFFICERS, AGENTS, SUBCONTRACTORS AND EMPLOYEES FROM AND AGAINST ALL
     LIABILITIES, CLAIMS, DAMAGES, LOSSES, COSTS AND EXPENSES (INCLUDING LEGAL
     EXPENSES AND ATTORNEY FEES) FOR ALL INJURIES TO OR DEATH OF THE SELLER'S
     SAID REPRESENTATIVES DURING THE PERFORMANCE OF SERVICES UNDER THIS CLAUSE
     15.

     FOR THE PURPOSE OF THIS SUB-CLAUSE 15.6, SELLER'S REPRESENTATIVES SHALL BE
     DEEMED TO INCLUDE THE REPRESENTATIVES REFERRED TO IN SUB-CLAUSES
     15.1.1, 15.1.2 AND 15.2.

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE   TITLE
------   -----
<S>      <C>
 16-     TRAINING AND TRAINING AIDS
 16.1    General
 16.2    Logistics
 16.3    Training Courses Execution
 16.4    Training Aids and Materials
 16.5    Training Engineering Support
 16.6    Indemnities and Insurance
</TABLE>

Appendix "A" Recommended Pilot Qualification in Relation to Training
             Requirements

Appendix "B" List of A319 and A320 Maintenance Courses

Appendix "C" List of A319 and A320 Operations/Performance Courses

<PAGE>

16.  TRAINING AND TRAINING AIDS

16.1. General

16.1.1. Training Organization

     The Seller shall supply training and training aids for the Buyer's
     personnel in accordance with the provisions set forth in this Clause 16.

     The training and training aids shall be provided by the Seller at its
     training center in BLAGNAC, FRANCE, or by Airbus Service Company ("Airbus
     Service Company") an US affiliate of the Seller having its training center
     in MIAMI, FLORIDA, USA, subject to the availability of training allocation
     in each training center. For the purposes of this Clause 16, the term
     Seller shall include Airbus Service Company.

     In the event of the non-availability of facilities or scheduling
     imperatives making training by the Seller impractical, the Seller shall
     make arrangements for the provision to the Buyer of such training support
     elsewhere.

     Certain training may also be provided by the Seller at one of the Buyer's
     bases, if and when practicable for the Seller, under terms and conditions
     to be mutually agreed upon. In this event, all additional charges listed in
     sub-Clause 16.2.1.2 shall be borne by the Buyer.

     Training courses provided for the Buyer shall be the Seller's standard
     courses. The Seller shall be responsible for all training course syllabi,
     training aids and training equipment necessary for the organization of the
     training courses.

     The training curricula and the training equipment may not be fully
     customized. However, academic curricula may be modified to include the most
     significant of the Buyer's Aircraft Specification (to the exclusion of
     Buyer Furnished Equipment (BFE)) as known at the latest six (6) months
     prior to the date of the first training course planned for the Buyer. The
     equipment used for flight and maintenance personnel shall not be fully
     customized; however, this equipment shall be configured in order to obtain
     the relevant approval and to support the Seller's teaching programs.

     In fulfilment of its obligation to provide training courses, the Seller
     shall deliver to the trainees a certificate of completion at the end of any
     such training course. The Seller's certificate does not represent authority
     or qualification by any official Civil Aviation Authorities but may be
     presented to such officials in order to obtain relevant formal
     qualification.

     Training courses provided for the Buyer's personnel shall be scheduled
     according to plans mutually agreed upon during a Training Conference to be
     held at least twelve (12) months prior to delivery of the first Aircraft.

     The contractual training courses shall be provided up to one (1) year after
     delivery of the last Aircraft ordered under this Agreement. In the event
     that the Buyer should use none or only part of the training or training
     aids to be provided pursuant to this Clause, no compensation or credit of
     any sort shall be allowed to the Buyer.

<PAGE>

16.1.2. Prerequisites

     The Buyer warrants that trainees have the prerequisite jet transport
     category experience as defined in Appendix "A" to this Clause 16 and are
     able to fully understand, write and speak English in order to attend the
     Seller's courses.

     It is clearly understood that said training courses are "Transition
     Training Courses" and not "Initial Training Courses".

     Furthermore, the Buyer shall be responsible for the selection of the
     trainees and for any liability with respect to the entry knowledge level of
     the trainees.

     The Buyer shall provide the Seller with an attendance list of the trainees
     for each course with the validated qualification of each trainee. The
     Seller reserves the right to check the trainees' proficiency and previous
     professional experience. The Seller shall in no case warrant or otherwise
     be held liable for the trainee's performance as a result of any training
     services thus provided.

     Upon the Buyer's request, the Seller may be consulted to orientate the
     above mentioned trainee(s) through a relevant entry level training program,
     which shall be at the Buyer's charge, and, if necessary, to coordinate with
     competent outside organizations for this purpose. Such consultation should
     be held during the Training Conference.

     In the event the Seller should determine that a trainee lacks such entry
     level, such trainee shall, following consultation with the Buyer, be
     withdrawn from the program and shall then be considered to be at the
     Buyer's disposal.

16.2. Logistics

16.2.1 Trainees

16.2.1.1 The Seller shall provide free local transportation by bus for the
     Buyer's trainees to and from designated pick up points and the training
     center.

     The Seller shall provide each flight crew with one (1) rented car, or
     transportation by taxi, at the beginning of the fixed base simulator phase
     of the course, specifically to be used to enable the crew to attend either
     simulator or flight sessions at any time.

16.2.1.2 However, the Buyer shall indemnify and hold the Seller harmless from
     and against all liabilities, claims, damages, costs and expenses for any
     injury to or death of any of the Buyer's trainees occasioned during the
     course of such transportation.

16.2.1.3 Living expenses for the Buyer's trainees are to be borne by the Buyer.

<PAGE>

16.2.2 Seller's Instructors

     In the event that, at the Buyer's request, training is provided by the
     Seller's instructors at any location other than the Seller's training
     centers, the Buyer shall reimburse the Seller for all the expenses related
     to the assignment of such instructors and their performance of the duties
     as aforesaid.

16.2.2.1 Living Expenses

     Such expenses, covering the entire period from day of secondment to day of
     return to the Seller's base, shall include but shall not be limited to
     lodging, food and local transportation to and from the place of lodging and
     the training course location. The Buyer shall reimburse the Seller for such
     expenses on the basis of a per diem rate corresponding to the current per
     diem rate used by the Seller for its personnel.

16.2.2.2 Air Travel

     Airline reservation(s) shall be guaranteed and confirmed to the Seller's
     instructors in business class on the Buyer's route network. When the use of
     the Buyer's route network is not feasible or practical, the Buyer shall
     reimburse the Seller for business class travel on other airlines.

     It is understood that transportation for the Seller's instructors includes
     air travel to and from the Seller's training centers and the place of
     assignment.

16.2.2.3 Indemnities

     The Buyer shall be solely liable for any and all delay in the performance
     of the training outside of the Seller's training centers associated with
     the transportation services described above and shall indemnify and hold
     harmless the Seller from and against such delay and any consequences
     arising therefrom.

16.2.3 Training Equipment Availability

     Training equipment necessary for course performance at any course location
     other than Seller's training centers shall be provided by the Buyer in
     accordance with the Seller's specifications.

<PAGE>

16.3. Training Courses Execution

16.3.1. Flight Crew Transition Course

     The Seller shall train up to the CAT three level, * a total of * of the
     Buyer's flight crews in a Flight Crew Transition course program (or in a
     Cross Crew Qualification program), each crew shall consist of one Captain
     (1) and one (1) First Officer. The training manual shall be the Airbus
     Industrie Flight Crew Operating Manual.

     In addition, the Seller shall provide * Flight Crew Instructor
     Familiarization Training Course for * Captains out of the Buyer's flights
     crews receiving the Flight Crew Transition Course as referred above.

     Whenever base flight training is required, the Buyer shall use its
     delivered Aircraft for said base flight training, which shall not exceed *
     of * * hours per pilot. When such base flight crew training is performed in
     BLAGNAC, FRANCE, the Seller shall provide * line maintenance, including
     servicing, preflight checks and changing of minor components, subject to
     conditions agreed in the present agreement.

     The Buyer shall provide mutually agreed spare parts as required to support
     said Aircraft in-flight training and shall provide public liability
     insurance in line with sub-Clause 16.6.

     In all cases, the Buyer shall bear all expenses such as fuel, oil and
     landing fees.

16.3.2. Flight Crew Line Initial Operating Experience

     In order to assist the Buyer with initial operating experience after
     delivery of the first Aircraft, the Seller shall provide to the Buyer *
     pilot instructor man-months (number of pilot present at the same time to be
     mutually agreed). The Buyer shall reimburse the expenses for each such
     instructor according to sub-Clause 16.2.1.2. Additional pilot instructors
     can be provided at the Buyer's expense and upon conditions to be mutually
     agreed upon.

<PAGE>

16.3.3. MAINTENANCE TRAINING

16.3.3.1 The available courses are listed in Appendix "B" to this Clause 16.

16.3.3.2 The Seller shall train * the Buyer's ground personnel for a training
     period equivalent to * trainee days of instruction in the courses listed in
     Appendix "B" to this Clause 16. However, the number of Engine Run-up
     courses shall be limited to * trainees per firmly ordered Aircraft and to a
     maximum of * in total.

16.3.3.3 Courses shall only be scheduled for a given minimum number of
     participants as agreed to at the Training Conference.

     Trainee days are counted as follows:

     -    for instruction at the Seller's training centers: one (1) day of
          instruction for one (1) trainee equals one (1) trainee day. The number
          of trainees at the beginning of the course shall be counted as the
          number of trainees considered to have taken the course.

     -    for instruction outside of the Seller's training centers: one (1) day
          of secondment of one (1) Seller instructor equals the actual number of
          trainees attending the course or a minimum of twelve (12) trainee
          days.

16.3.3.4 On-the-Job Training

     Upon request by the Buyer, the Seller shall organize up to a maximum of *
     On-the-Job training courses for * trainees per course.

     For On-the-Job training courses, one (1) day of instruction shall equal
     twelve (12) trainee days.

16.3.4. Line Maintenance Initial Operating Training

     In order to assist the Buyer during the entry into service of the Aircraft,
     the Seller shall provide to the Buyer one (1) maintenance instructor at the
     Buyer's base for a period of * months. This line maintenance training shall
     cover training in handling and servicing of Aircraft, flight crew /
     maintenance coordination, use of manuals and any other activities which
     might be deemed necessary for this training after delivery of the first
     Aircraft.

     The Buyer shall reimburse the expenses for said instructor according to
     sub-Clause 16.2.1.2. Additional maintenance instructors can be provided at
     the Buyer's expense.

16.3.5. Cabin Attendants' Familiarization Course

     The Seller shall offer up to * sessions of a free-of-charge cabin
     attendants' course to twelve (12) of the Buyer's cabin attendants.

<PAGE>

16.3.6. Performance / Operations Course

     The available courses are listed in Appendix "C" to this Clause 16.

     The Seller shall provide * trainee days of Performance/Operations training
     for the Buyer's personnel. Courses shall only be scheduled for a given
     minimum number of participants as agreed upon at the Training Conference.

16.3.7. Vendors and Engine Manufacturer Training

     The Seller shall ensure that major Vendors and the applicable Propulsion
     Systems Manufacturer provide maintenance and overhaul training on their
     products at appropriate times.

     A list of the Vendors concerned may be supplied to the Buyer upon request.

<PAGE>

16.4. Training Aids and Materials

16.4.1. Training Aids for Trainees at the Training Centers

     Paper documentation for trainees receiving the instruction referred to
     above in sub-Clause 16.3 at the Seller's training centers shall be
     free-of-charge.

     Training aids shall be "FOR TRAINING ONLY" and as such are supplied for the
     sole and express purpose of training.

16.4.2. Training Aids and Materials for Buyer's Training Organization

     The Seller shall provide * sets of the Seller's VACBI courseware for the
     workstation related to the Aircraft type as covered by this Agreement,
     including the relating utilization rights. The courseware shall be the
     Seller VACBI courseware as used by the Seller in its official training
     centers.

     The items delivered to the Buyer under the terms of this sub-Clause 16.4.2
     shall be for the training of the Buyer's personnel only.

     Supply of sets of additional courseware supports, as well as any extension
     to the right of utilization of such courseware, shall be subject to terms
     and conditions to be mutually agreed. VACBI supply general conditions shall
     apply and shall be detailed during the Training Conference.

     The Buyer shall agree not to disclose the content of the courseware or any
     information or documentation provided by the Seller in relation to training
     in whole or in part, to any third party without prior written consent of
     the Seller.

16.5. Training Engineering Support

     If requested by the Buyer and on terms to be agreed upon, the Seller shall
     assist the Buyer with the introduction of training programs at the Buyer's
     training center.

<PAGE>

16.6. Indemnities and Insurance

16.6.1. Indemnity and Insurance Relating to Ground Training

16.6.1.1 The Seller shall, except in case of wilful misconduct of the Buyer, its
     directors, officers, agents or employees, be solely liable for and shall
     indemnify and hold harmless the Buyer, its directors, officers, agents and
     employees from and against all liabilities, claims, damages, costs and
     expenses (including legal expenses and attorney fees) in respect of loss of
     or damage to the Seller's property and/or injury to or death of the
     directors, officers, agents or employees of the Seller and/or from and
     against all liabilities, claims, damages, costs and expenses (including
     legal expenses and attorney fees) for any damages caused by the Seller to
     third parties, caused by or in any way connected to the performance of the
     ground training services subject of this Agreement.

     The Buyer shall, except in case of wilful misconduct of the Seller, its
     directors, officers, agents or employees, be solely liable for and shall
     indemnify and hold harmless the Seller, its directors, officers, agents and
     employees from and against all liabilities, claims, damages, costs and
     expenses (including legal expenses and attorney fees) in respect of loss of
     or damage to the Buyer's property and/or injury to or death of the
     directors, officers, agents or employees of the Buyer and/or from and
     against all liabilities, claims, damages, costs and expenses (including
     legal expenses and attorney fees) for any damages caused by the Buyer to
     third parties, caused by or in any way connected with the performance of
     the ground training services subject of this Agreement.

16.6.1.2. For the purposes of this sub-Clause 16.6.1 "ground training services"
     include but are not limited to all training courses performed in classroom
     (classical or VACBI CBT courses), full flight simulator sessions, fixed
     base simulator sessions, field trips, provided under or in connection with
     the provisions of this Agreement.

16.6.2. Indemnity and Insurance relating to Training on Aircraft

16.6.2.1. The Buyer shall, except in the case of wilful misconduct of the
     Seller, its directors, officers, agents and employees, be solely liable for
     and shall indemnify and hold harmless the Seller from and against all
     liabilities, claims, damages, costs and expenses (including legal expenses
     and attorney fees) incident thereto or incident to successfully
     establishing the right to indemnification, for injury to or death of any
     person (including any of the Buyer's directors, officers, agents and
     employees utilizing such training services, but not directors, officers,
     agents and employees of the Seller) and/or for loss of or damage to any
     property and/or for loss of use thereof arising (including the aircraft on
     which the training services are performed), caused by or in any way
     connected to the performance of any training services defined in this
     Agreement.

     The foregoing indemnity shall not apply to legal liability to any person
     other than the Buyer, its directors, officers, agents or employees arising
     out of an accident caused solely by a product defect in the Aircraft
     delivered to and accepted by the Buyer hereunder.

<PAGE>

16.6.2.2. For the purposes of this sub-Clause 16.6.2. "training services"
     include but are not limited to all training courses, base flight training,
     line training, line assistance, flight, ferry flight, maintenance support,
     maintenance training (including On the Job Training and Hot Run-Up) or
     training support performed on aircraft, provided under or in connection
     with the provisions of this Agreement.

16.6.2.3. For all training periods on aircraft, after delivery, the Buyer shall
     cause the Seller, its subsidiaries, the associated contractors and
     sub-contractors and the assignees of each of the foregoing and their
     respective directors, officers, agents and employees to be named as
     additional insureds under all liability policies of the Buyer to the extent
     of the Buyer's undertaking set forth in sub-Clause 16.6.2.1. With respect
     to the Buyer's hull all risks and hull war risks insurances, the Buyer
     shall cause the insurers of the Buyer's hull insurance policies to waive
     all rights of subrogation against the Seller, its subsidiaries, the
     associated contractors and sub-contractors and the assignees of each of the
     foregoing and their respective directors, officers, agents and employees,
     to the extent of the Buyer's undertaking set forth in sub-Clause 16.6.2.1.

     Any applicable deductible shall be borne by the Buyer.

     With respect to the above policies, the Buyer shall furnish to the Seller,
     not less than seven (7) working days prior to the start of any such
     training period, certificates of insurance, in English language, evidencing
     the limits of liability cover and period of insurance in a form acceptable
     to the Seller from the Buyer's insurance brokers certifying that such
     policies have been endorsed as follows:

(I)  The Buyer's policies shall be primary and non-contributory to any insurance
     maintained by the Seller.

(II) Such insurance shall not become ineffective, cancelled, or coverage
     decreased or materially changed except on seven (7) days' prior written
     notice thereof to the Seller; and

(III) Under any such cover, all rights of subrogation against the Seller, its
     subsidiaries, each of the associated contractors and subcontractors, the
     assignees of each of the foregoing and their respective directors,
     officers, agents and employees, have been waived to the extent of the
     Buyer's undertaking and specifically referring to sub-Clause 16.6.2.1 and
     to this sub-Clause 16.6.2.3.

16.6.3. For the purposes of this sub-Clause 16.6, "the Seller and its
     subsidiaries" includes the Seller, Airbus Service Company, each of the
     associated contractors, and sub-contractors, the assignees of each of the
     foregoing, and their respective directors, officers, agents and employees.

16.6.4. If any claim is made or suit is brought against either party (or its
     respective directors, officers, agents or employees) for damages for which
     liability has been assumed by the other party in accordance with the
     provisions of this Agreement, the party against which a claim is so made or
     suit is so brought shall promptly give notice to the other party, and the
     latter shall (unless otherwise requested by the former party against which
     a claim is so made or suit is so brought, in which case the other party
     nevertheless shall have the right to) assume and conduct the defence
     thereof, or effect any settlement which it, in its opinion, deems proper.

<PAGE>

                            CLAUSE 16 - APPENDIX "A"

                         RECOMMENDED PILOT QUALIFICATION

                      IN RELATION TO TRAINING REQUIREMENTS

                              (TRANSITION COURSES)

The prerequisites listed below are the minimum requirements specified for Airbus
training. If the appropriate regulatory agency or the specific airline policy of
the trainee demand greater or additional requirements, they shall apply as
prerequisites.

-    FIRST OFFICER prerequisites

     -    Fluency in English

     -    500 hours minimum flying experience as pilot

     -    300 hours experience on FAR/JAR 25 aircraft

     -    200 hours flying experience as airline pilot or a corporate pilot or
          military pilot

-    CAPTAIN prerequisites

     -    Fluency in English

     -    1500 hours minimum flying experience as pilot

     -    1000 hours experience on FAR/JAR 25 aircraft

     -    200 hours experience as airline or corporate pilot

For both FIRST OFFICER and CAPTAIN, if one or several of the above criteria are
not met, the trainee must follow:

-    an adapted course (example: if not fluent in English, an adapted course
     with a translator)

-    or an ELT (Entry Level Training) program before entering the regular or the
     adapted course.

<PAGE>

                            CLAUSE 16 - APPENDIX "B"

                        LIST OF A319 MAINTENANCE COURSES

<TABLE>
<S>     <C>
JM01    GENERAL FAMILIARIZATION COURSE
JM02    RAMP SERVICING COURSE
JM35    LINE MECHANICS COURSE
JM45    LINE/BASE MECHANICS/ELECTRICS COURSE
JM52    LINE/BASE AVIONICS/ELECTRICS COURSE
JM42    LINE/BASE MECHANICS/ELECTRICS/AVIONICS COURSE
JM07    ENGINE RUN UP COURSE
JM09    MECHANICAL CONTROL RIGGING COURSE
JM10    CABIN INTERIOR & EMERGENCY EQUIPMENT
JM12    ON THE JOB PRACTICAL TRAINING
JM13    MAINTENANCE INITIAL OPERATING COURSE
JM18    MAINTENANCE ETOPS COURSE
JM20    AIDS MAINTENANCE COURSE
XM15    BASIC DIGITAL AND MICROPROCESSOR
JMG04   CARGO LOADING AND HANDLING COURSE
JMFT    FIELD TRIP
JMSIM   SIMULATOR SESSIONS
JMFMT   FIELD TRIP + SIMULATOR SESSIONS
JM11    METALLIC STRUCTURE MAINTENANCE
JM16    STRUCTURE NDT INSPECTION COURSE
JM17    COMPOSITE STRUCTURE REPAIR COURSE (SHOP LEVEL)
JM21    STRUCTURAL REPAIR COURSE FOR ENGINEERS
JM23    MATERIEL AND PROCESSES COURSE FOR ENGINEERS
</TABLE>

<PAGE>

                            CLAUSE 16 - APPENDIX "B"

                        LIST OF A320 MAINTENANCE COURSES

<TABLE>
<S>     <C>
EM01    GENERAL FAMILIARIZATION COURSE
EM02    RAMP SERVICING COURSE
EM35    LINE MECHANICS COURSE
EM45    LINE/BASE MECHANICS/ELECTRICS COURSE
EM52    LINE/BASE AVIONICS/ELECTRICS COURSE
EM42    LINE/BASE MECHANICS/ELECTRICS/AVIONICS COURSE
EM07    ENGINE RUN UP COURSE
EM09    MECHANICAL CONTROL RIGGING COURSE
EM10    CABIN INTERIOR & EMERGENCY EQUIPMENT
EM12    ON THE JOB PRACTICAL TRAINING
EM13    MAINTENANCE INITIAL OPERATING EXPERIENCE
EM18    MAINTENANCE ETOPS COURSE
EM20    AIDS MAINTENANCE COURSE
XM15    BASIC DIGITAL AND MICROPROCESSOR
EMG04   CARGO LOADING AND HANDLING COURSE
EMFT    FIELD TRIP
EMSIM   SIMULATOR SESSIONS
EMFMT   FIELD TRIP + SIMULATOR SESSIONS
EM11    METALLIC STRUCTURE MAINTENANCE
EM16    STRUCTURE NDT INSPECTION COURSE
EM17    COMPOSITE STRUCTURE REPAIR COURSE (SHOP LEVEL)
EM21    STRUCTURAL REPAIR COURSE FOR ENGINEERS
EM23    MATERIEL AND PROCESSES COURSE FOR ENGINEERS
</TABLE>

<PAGE>

                            CLAUSE 16 - APPENDIX "C"

                   LIST OF A319 OPERATIONS/PERFORMANCE COURSES

<TABLE>
<S>     <C>
JG01    MANAGEMENT SURVEY COURSE
JG02    PERFORMANCE ENGINEER COURSE
JG03    DISPATCHER TRANSITION COURSE
JG38    DISPATCHER TRANSITION AND ETOPS QUALIFICATION COURSE
JG06    BALANCE CHART DESIGN COURSE
JG07    LOAD MASTER TRANSITION COURSE
JG67    BALANCE CHART DESIGN AND LOAD MASTER TRANSITION COURSE
JG08    ETOPS QUALIFICATION DISPATCHER COURSE
</TABLE>

<PAGE>

                            CLAUSE 16 - APPENDIX "C"

                   LIST OF A320 OPERATIONS/PERFORMANCE COURSES

<TABLE>
<S>     <C>
EG01    MANAGEMENT SURVEY COURSE
EG02    PERFORMANCE ENGINEER COURSE
EG03    DISPATCHER TRANSITION COURSE
EG38    DISPATCHER TRANSITION AND ETOPS QUALIFICATION COURSE
EG06    BALANCE CHART DESIGN COURSE
EG07    LOAD MASTER TRANSITION COURSE
EG67    BALANCE CHART DESIGN AND LOAD MASTER TRANSITION COURSE
EG08    ETOPS QUALIFICATION DISPATCHER COURSE
</TABLE>

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE   TITLE
------   -----
<S>      <C>
17-      VENDOR PRODUCT SUPPORT
17.1     Vendor Product Support Agreements
17.2     Vendor Compliance
</TABLE>

<PAGE>

17-  VENDOR PRODUCT SUPPORT

17.1 Vendor Product Support Agreements

17.1.1 The Seller has obtained product support agreements transferable to the
     Buyer from Vendors of Seller Furnished Equipment listed in the
     Specification.

17.1.2 These agreements are based on the "World Airlines Suppliers Guide" and
     include Vendor commitments as contained in the "Vendor Product Support
     Agreements" which include the following provisions:

17.1.2.1 Technical data and manuals required to operate, maintain, service and
     overhaul the Vendor items. Such technical data and manuals shall be
     prepared in accordance with the applicable provisions of ATA Specification
     100 and 101 in accordance with Clause 14 including revision service and be
     published in the English language. The Seller shall recommend that software
     data, supplied in the form of an Appendix to the Component Maintenance
     Manual, be provided in compliance with ATA Specification 102 up to level 3
     to protect Vendor's proprietary interest.

17.1.2.2 Warranties and guarantees including standard warranties. In addition,
     landing gear Vendor shall provide Service Life Policies for landing gear
     structure.

17.1.2.3 Training to ensure efficient operation, maintenance and overhaul of the
     Vendor's items for the Buyer's instructors, shop and line service
     personnel.

17.1.2.4 Spares data in compliance with ATA 200/2000 Specification, Initial
     Provisioning Recommendations, spare parts and logistic service including
     routine and emergency deliveries.

17.1.2.5 Technical service to assist the Buyer with maintenance, overhaul,
     repair, operation and inspection of Vendor items as well as required
     tooling and Spares provisioning.

17.2 Vendor Compliance

     The Seller shall monitor Vendor compliance with support commitments defined
     in the "Vendor Product Support Agreements" and shall take remedial action
     together with the Buyer if necessary.

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE   TITLE
------   -----
<S>      <C>
18-      BUYER FURNISHED EQUIPMENT AND DATA
18.1     Administration
18.2     Aviation Authorities' Requirements
18.3     Buyer's Obligation and Seller's Remedies
18.4     Title and Risk of Loss
</TABLE>

<PAGE>

18-  BUYER FURNISHED EQUIPMENT AND DATA

18.1 Administration

18.1.1 Without additional charge, the Seller shall provide for the installation
     of those items of equipment which are identified in the Specification as
     being furnished by the Buyer ("Buyer Furnished Equipment" or "BFE").

     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 including the description of the dimensions
     and weight of BFE, the information related to its certification and
     information necessary for the installation and operation thereof. The Buyer
     shall furnish such detailed description and information by the dates so
     specified. Such information, dimensions and weights shall not thereafter be
     revised unless authorized by a SCN.

     The Seller shall also furnish in due time to the Buyer a schedule of dates
     and indication of shipping addresses for delivery of 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 delivery
     schedule. The Buyer shall provide such equipment by such dates in a
     serviceable condition, in order to allow performance of any assembly, test,
     or acceptance process in accordance with the industrial schedule.

     The Buyer shall also provide, when requested by the Seller, at AEROSPATIALE
     Works in TOULOUSE (FRANCE) and / or at DAIMLER-BENZ AEROSPACE AIRBUS GmbH,
     Division Hamburger Flugzeugbau Works in HAMBURG (FEDERAL REPUBLIC OF
     GERMANY) 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.

18.1.2 The Seller shall be entitled to refuse any item of BFE which it considers
     incompatible with the Specification, the above mentioned engineering
     definition or the certification requirements.

18.1.3 The BFE shall be imported into FRANCE or into the FEDERAL REPUBLIC OF
     GERMANY by the Buyer under a suspensive customs system ("Regime de
     I'entrepot industriel pour fabrication coordonnee" or "Zollverschluss")
     without application of any French or German tax or customs duty, and shall
     be Delivered Duty Unpaid (DDU) according to the Incoterms definition.

     Shipping Addresses :

          AEROSPATIALE, Societe Nationale Industrielle

          316 Route de Bayonne

          31300 TOULOUSE
          FRANCE

<PAGE>

     or:

          DAIMLER-BENZ AEROSPACE AIRBUS GmbH
          Division Hamburger Flugzeugbau
          Kreetslag 10

          21129 HAMBURG

          FEDERAL REPUBLIC OF GERMANY

     as provided for in sub-Clause 18.1.

18.1.4 If the Buyer requests the Seller to supply directly certain items which
     are considered as BFE according to the Specification and if such request is
     notified to the Seller in due time in order not to affect the delivery date
     of the Aircraft, the Seller may agree to order such items subject to the
     execution of a SCN reflecting the effect on price, escalation adjustment,
     and any other conditions of the Agreement. In such a case the Seller shall
     be entitled to the payment of a reasonable handling charge and shall bear
     no liability in respect of delay and product support commitments for such
     items which shall be the subject of separate arrangements between the Buyer
     and the relevant vendor.

18.2 Aviation Authorities' Requirements

     The Buyer is responsible for, at its expenses, and warrants that BFE shall
     be manufactured by a qualified supplier, shall meet the requirements of the
     applicable Specification, shall comply with applicable requirements
     incorporated by reference to the Type Certificate and listed in the Type
     Certificate Data Sheet, shall be approved by the Aviation Authorities
     delivering the Certificate of Airworthiness for Export and by the Buyer's
     Aviation Authorities for installation and use on the Aircraft at the time
     of delivery of such Aircraft.

18.3 Buyer's Obligation and Seller's Remedies

18.3.1 Any delay or failure in complying with the foregoing warranty or in
     providing the descriptive information or service representatives mentioned
     in sub-Clause 18.1 or in furnishing the BFE in serviceable condition at the
     requested delivery date or in obtaining any required approval for such
     equipment under the above mentioned Aviation Authorities regulations may
     delay the performance of any act to be performed by the Seller, and cause
     the Final Price of the Aircraft to be adjusted in accordance with the
     updated delivery schedule and to include in particular the amount of the
     Seller's additional costs, attributable to such delay or failure such as
     storage, taxes, insurance and costs of out-of sequence installation.

<PAGE>

18.3.2 Further, in any such event, the Seller may:

     (i)  select, purchase and install an equipment similar to the involved one,
          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 price of the Aircraft for adjustment and
          calibration; or

     (ii) if the BFE shall be so delayed by more than * days, or unapproved
          within * days deliver the Aircraft without the installation of such
          equipment, notwithstanding the terms of sub-Clause 7.1 insofar as it
          may otherwise have applied, and the Seller shall thereupon be relieved
          of all obligations to install such equipment The Buyer may also elect
          to have the Aircraft so delivered.

18.4 Title and Risk of Loss

     Title to and risk of loss of any BFE shall at all times remain with the
     Buyer. The Seller shall have only such responsibility for BFE as is
     provided for by law but shall not be liable for loss of use.

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE   TITLE
------   -----
<S>      <C>
19-      DATA RETRIEVAL
</TABLE>

<PAGE>

19-  DATA RETRIEVAL

     The Buyer shall provide the Seller, as the Seller may reasonably request,
     with all the necessary data pertaining to the operation of the Aircraft for
     an efficient and coordinated survey of all reliability, maintainability,
     operational and cost data with a view to improving the safety, availability
     and operational costs of the Aircraft.

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE   TITLE
------   -----
<S>      <C>
20-      TERMINATION
20.1     Termination for Insolvency
20.2     Termination for Non-Payment of Predelivery Payments
20.3     Termination for Failure to Take Delivery
20.4     General
</TABLE>

<PAGE>

20-  TERMINATION

20.1 Termination for Insolvency

     In the event that either the Seller or the Buyer:

     (a)  makes a general assignment for the benefit of creditors or becomes
          insolvent;

     (b)  files a voluntary petition in bankruptcy;

     (c)  petitions for or acquiesces in the appointment of any receiver,
          trustee or similar officer to liquidate or conserve its business or
          any substantial part of its assets;

     (d)  commences under the laws of any competent jurisdiction any proceeding
          involving its insolvency, bankruptcy, reorganisation, readjustment of
          debt, dissolution, liquidation or any other similar proceeding for the
          relief of financially distressed debtors;

     (e)  becomes the object of any proceeding or action of the type described
          in (c) or (d) above and such proceeding or action remains undismissed
          or unstayed for a period of at least * days; or

     (f)  is divested of a substantial part of its assets for a period of at
          least * days,

     then the other party may, to the full extent permitted by law, by written
     notice, terminate all or part of this Agreement.

20.2 Termination for Non-Payment of Predelivery Payments

     If for any Aircraft the Buyer fails to make any predelivery payments at the
     time, in the manner and in the amount specified in sub-Clause 5.2.1 the
     Seller may, by written notice, terminate all or part of this Agreement with
     respect to undelivered Aircraft.

20.3 Termination for Failure to Take Delivery

     If the Buyer fails to comply with its obligations as set forth under Clause
     8 and/or Clause 9, or fails to pay the Final Price of the Aircraft, * the
     Seller shall have the right to put the Buyer on notice to do so within a
     period of * working days after the date of such notification.

     If the Buyer has not cured such default within such period, the Seller may,
     by written notice, terminate all or part of this Agreement with respect to
     undelivered Aircraft.

     All costs referred to in sub-Clause 9.4.1 and relating to the period
     between the delivery date and the date of termination of all or part of
     this Agreement shall be borne by the Buyer.

<PAGE>

20.4 GENERAL

20.4.1 To the full extent permitted by law, the termination of all or part of
     this Agreement, pursuant to sub-Clauses 20.1, 20.2 and 20.3 shall become
     effective immediately upon receipt by the relevant party of the notice of
     termination sent by the other party without it being necessary for either
     party to take any further action or to seek any consent from the other
     party or any court having jurisdiction.

20.4.2 The right for either party under sub-Clause 20.1 and for the Seller under
     sub-Clauses 20.2 and 20.3 to terminate all or part of this Agreement shall
     be without prejudice to any other rights and remedies available to such
     party to seek termination of all or part of this Agreement before any court
     having jurisdiction pursuant to any failure by the other party to perform
     its obligations under this Agreement.

20.4.3 If the party taking the initiative of terminating this Agreement decides
     to terminate part of it only, the notice sent to the other party shall
     specify the number of Aircraft, services, data and other items undelivered
     or unfurnished on the date of such termination for which such partial
     termination shall be effective.

20.4.4 In the event of termination of this Agreement following a default from
     the Buyer, including but not limited to a default under sub-Clauses 20.1,
     20.2 and 20.3, the Seller, without prejudice to any other rights and
     remedies available under this Agreement or by law, shall retain an amount
     equal to all predelivery payments, deposits, option fees and any other
     monies paid by the Buyer to the Seller under this Agreement and
     corresponding to the Aircraft, services, data and other items covered by
     such termination.

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE      TITLE
------      -----
<S>      <C>
21-      ASSIGNMENT
</TABLE>

<PAGE>

21-  ASSIGNMENT

     This Agreement shall be deemed personal to the parties hereto and the
     rights and/or obligations induced shall not be assigned ("cession"),
     novated ("novation"), delegated ("delegation"), sold or transferred in any
     manner, in whole or in part, by either party without the prior written
     consent of the other party, such consent not to be unreasonably withheld.

     Any assignment made without such consent shall be of no effect whatsoever
     as between the parties hereto, except that the Seller shall have the right
     to transfer its rights and/or its obligations hereunder to any of its
     majority owned subsidiaries or to its successors or assigns without the
     consent of the Buyer.

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE   TITLE
------   -----
<S>      <C>
22-      MISCELLANEOUS PROVISIONS
22.1     Notices
22.2     Waiver
22.3     Interpretation and Law
22.4     Alteration to Contract
22.5     Language
22.6     Confidentiality
22.7     General
</TABLE>

<PAGE>

22-  M1SCELLANEOUS PROVISIONS

22.1 Notices

     All notices and requests required or authorized hereunder shall be given in
     writing either by personal delivery to an authorized representative of the
     party to whom the same is given or by registered mail (return receipt
     requested) or by telegraph or cable and the date upon which any such notice
     or request is so personally delivered or if such notice or request is given
     by registered mail, telegraph or cable, the date upon which it is received
     by the addressee shall be deemed to be the effective date of such notice or
     request.

     Seller's address for notices is:

          AIRBUS INDUSTRIE
          Attn. to V.P. Contracts

          1 Rond-Point Maurice Bellonte

          31707 BLAGNAC CEDEX
          FRANCE

     Buyer's address for notice is:

          TAM

          Rue Monsenhor Antonio Pepe 94

          SAO PAULO
          BRAZIL

     or such other address or such other person as the party receiving the
     notice or request may reasonably designate from time to time.

<PAGE>

22.2 Waiver

     The failure of either party to enforce at any time any of the provisions of
     this Agreement, or to exercise any option 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 thereof or the right of the other party thereafter to enforce each and
     every such provision. The express waiver (whether one (1) or several times)
     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.

22.3 Interpretation and Law

     This Agreement shall be governed by and construed and performance thereof
     shall be determined in accordance with the Laws of France.

     In the event of a dispute arising from the interpretation performance or
     breach of this Agreement, said dispute shall fall within the exclusive
     jurisdiction of the French Courts and only the Laws of France shall be
     applicable.

     In the event that any provision of this Agreement should for any reason be
     held ineffective, the remainder of this Agreement shall remain in full
     force and effect.

     Clause and sub-Clause headings used in this Agreement are for convenient
     reference only and shall not affect the Agreement's interpretation.

22.4 Alterations to Contract

     This Agreement contains the entire agreement between the parties and
     supersedes any previous understandings, commitments or representations
     whatsoever oral or written. This Agreement shall not be varied except by an
     instrument in writing of date even herewith or subsequent hereto executed
     by both parties or by their duly authorized representatives.

22.5 Language

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

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

<PAGE>

22.6 Confidentiality

     This Agreement including any Exhibits, or other documents related hereto
     shall be treated by both parties as confidential and shall not be released
     in whole or in part to any third party except as may be required by law, or
     to professional advisors for the purpose of implementation hereof. In
     particular, each party agrees not to make any press release concerning the
     whole or any part of the contents and/or subject matter hereof or of any
     future addendum hereto without the prior consent of the other party hereto.

22.7 General

     The Buyer and the Seller agree 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 price of the Aircraft and the other mutual agreements of the
     parties set forth herein were arrived at in consideration of, inter alia,
     all the provisions hereof specifically including all waivers, releases and
     renunciations by the Buyer set out herein.

IN WITNESS WHEREOF this Agreement was entered into the day and year first above
written.

For and on behalf of                    For and on behalf of

TAM -                                   AIRBUS INDUSTRIE
TRANSPORTES AEREOS REGIONAIS


/s/                                     /s/
-------------------------------------   ----------------------------------------
Name:                                   Name:
Title:                                  Title:
       ------------------------------          ---------------------------------


/s/                                     /s/
-------------------------------------   ----------------------------------------
Name:                                   Name:
Title:                                  Title:
       ------------------------------          ---------------------------------

<PAGE>

                                   EXHIBIT "A"

The A319-100 and A320-200 Standard Specification are contained in a separate
folder.

<PAGE>

                             [Four Pages redacted]

                                       *

<PAGE>

                                   EXHIBIT "B"

                                   S.C.N. FORM

<PAGE>

AIRBUS INDUSTRIE
(AIRBUS INDUSTRIE LOGO)
SPECIFICATION CHANGE NOTICE   SCN Number _________
                              Issue ______________
(SCN)                         Dated ______________
                              Page: 1 of 3

Title:
       ------------------------------
Description:
             ------------------------

EFFECT ON WEIGHT
     Manufacturer's Weight Empty Change ..:
     Operational Weight Empty Change .....:
     Allowable Payload Change ............:

REMARKS/ REFERENCES

     Responds to RFC

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 No _____ and subsequent _____

Provided approval is received by _____________________________


Buyer approval                          Seller approval
               ----------------------                    -----------------------

<PAGE>

AIRBUS INDUSTRIES
(AIRBUS INDUSTRIES LOGO)
SPECIFICATION CHANGE NOTICE   SCN Number ___________
                              Issue ________________
(SCN)                         Dated ________________
                              Page: 2 of 3

SPECIFICATION REPERCUSSION:

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

<PAGE>

AIRBUS INDUSTRIE
(AIRBUS INDUSTRIE LOGO)
SPECIFICATION CHANGE NOTICE   SCN Number ____________
                              Issue _________________
(SCN)                         Dated _________________
                              Page: 3 of 3

SCOPE OF CHANGE (FOR INFORMATION ONLY)

<PAGE>

                                   EXHIBIT "C"

                               SERVICE LIFE POLICY

                           ITEMS OF PRIMARY STRUCTURE

<PAGE>

                           SELLER SERVICE LIFE POLICY

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

2.   WINGS - CENTER AND OUTER WING BOX

2.1  Spars

2.2  Ribs inside the wing box

2.3  Upper and lower panels of the wing box

2.4  Fittings

2.4.1 Attachment fittings for the flap structure

2.4.2 Attachment fittings for the engine pylons

2.4.3 Attachment fittings for the main landing gear

2.4.4 Attachment fittings for the center wing box

2.5  Auxiliary Support Structure

2.5.1 For the slats:

2.5.1.1 Ribs supporting the track rollers on wing box structure

2.5.1.2 Ribs supporting the actuators on wing box structure

2.5.2 For the ailerons:

2.5.2.1 Hinge brackets and ribs on wing box rear spar or shroud box

2.5.2.2 Actuator fittings on wing box rear spar or shroud box

2.5.3 For airbrakes, spoilers, lift dumpers:

2.5.3.1 Hinge brackets and ribs on wing box rear spar or shroud box

2.5.3.2 Actuator fittings on wing box rear spar or shroud box

<PAGE>

3.   FUSELAGE

3.1  Fuselage structure

3.1.1 Fore and aft bulkheads

3.1.2 Pressurized floors and bulkheads surrounding the main and nose gear wheel
     well and centre wing box

3.1.3 Skins with doubters, stringers and frames from the forward pressure
     bulkheads to the frame supporting the rear attachment of horizontal
     stabilizer

3.1.4 Window and windscreen attachment structure but excluding transparencies

3.1.5 Passenger and cargo doors internal structure

3.1.6 Sills excluding scuff plates and upper beams surrounding passenger and
     cargo door apertures

3.1.7 Cockpit floor structure and passenger cabin floor beams excluding floor
     panels and seat rails

3.1.8 Keel beam structure

3.2  Fittings

3.2.1 Landing gear attachment fittings

3.2.2 Support structure and attachment fittings for the vertical and horizontal
     stabilizers

<PAGE>

4.   STABILIZERS

4.1  Horizontal Stabilizer Main Structural Box

4.1.1 Spars

4.1.2 Ribs

4.1.3 Upper and lower skins and stringers

4.1.4 Attachment fittings to fuselage and trim screw actuator

4.1.5 Elevator support structure

4.1.5.1 Hinge bracket

4.1.5.2 Servocontrol attachment brackets

4.2  Vertical Stabilizer Main Structural Box

4.2.1 Spars

4.2.2 Ribs

4.2.3 Skins and stringers

4.2.4 Attachment fittings to fuselage

4.2.5 Rudder support structure

4.2.5.1 Hinge brackets

4.2.5.2 Servocontrol attachment brackets

5.   Bearing and roller assemblies, bearing surfaces, bushings, bolts, rivets,
     access and inspection doors, including manhole doors, latching mechanisms,
     all system components, commercial interior parts, insulation and related
     installation and connecting devices are excluded from this Seller Service
     Life Policy.

<PAGE>

                                   EXHIBIT "D"

                                     MANUALS

<PAGE>

                                LIST OF DOCUMENTS

The following identifies the Technical Publications provided in support of the
Aircraft. The explanation of the table is as follows:

MANUAL DESIGNATION               Self explanatory.

ABBREVIATED DESIGNATION (Abbr)   Self explanatory.

FORM

     AC   APERTURE CARD. Refers to 35mm film contained on punched aperture
          cards.

     F    MICROFILM. Refers to 16mm roll film in 3M type cartridges.

     MF   MASTER FILM. Refers to thick diazo film suitable for further
          reproduction.

     MP   MASTER PAPER. Refers to manuals in paper with print on one (1) side of
          the sheet, no folded pages. No punching, highly contrasted, suitable
          for further reproduction or filming.

     P1   PRINTED ONE SIDE. Refers to manuals in paper with print on one (1)
          side of the sheets only.

     P2   PRINTED BOTH SIDES. Refers to manuals with print on both sides of the
          sheets.

     DD   DIGITAL DATA. Data format of deliverables depends on Aircraft model
          and data, for more details please refer to the document "Digital
          Deliverable Status".

<PAGE>

TYPE

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

     G    GENERIC. Refers to manuals which are applicable to a whole group of
          Airbus customers for all aircraft types/models/series.

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

     P    PRELIMINARY. Refers to preliminary data or manuals which may consist
          of either:

          -    one-time issue not maintained by revision service, or

          -    preliminary issues maintained by revision service until final
               manual or data delivery, or

          -    supply of best available data under final format with progressive
               completion through revision service.

ATA  Reference to manuals established with reference to ATA Specification No
     100:

     The manuals responding to ATA Specification No 100 shall be essentially in
     accordance with revision:

     21 for Aircraft Models A310, A300-600

     23 for Aircraft Model A319, A320, A321

     26 for Aircraft Model A330, A340

QUANTITY (Qty)     Self explanatory.

DELIVERY (Deliv)   Manual delivery refers to scheduled delivery dates and is
                   expressed in either the number of corresponding days prior to
                   first Aircraft delivery, or nil (0) corresponding to the
                   first delivery day.

                   The number of days indicated shall be rounded up to the next
                   regular revision release date.

<PAGE>

<TABLE>
<CAPTION>
MANUAL DESIGNATION                Abbr   Form   Type   ATA   Qty    Deliv
------------------                ----   ----   ----   ---   ---   -------
<S>                               <C>    <C>    <C>    <C>   <C>   <C>
1. OPERATIONAL MANUALS AND DATA
Quick Reference Handbook          QRH    P2     C      NO    *        90
                                                                   per A/C
Flight Crew Operating Manual      FCOM   P2     C      NO    *        90
                                                                   per A/C
Flight Manual                     FM     P1     C      NO    *        0
                                                                   per A/C
Master Minimum Equipment List     MMEL   P2     C      NO    *      90***
Performance Engineer's Programs   PEP    DD     C      NO    *      90*
Performance Programs Manual       PPM    P2     C      NO    *      90
Weight and Balance Manual         WMB    P1     C      YES   *       0***
</TABLE>

*    ONLY ONE FORM IS SUPPLIED

**   WEIGHING EQUIPMENT LIST DELIVERED A FORTNIGHT AFTER AIRCRAFT DELIVERY

***  PLUS ONE COPY PER AIRCRAFT AT DELIVERY

<PAGE>

<TABLE>
<CAPTION>
MANUAL DESIGNATION                Abbr   Form   Type   ATA   Qty   Deliv
------------------                ----   ----   ----   ---   ---   -----
<S>                               <C>    <C>    <C>    <C>   <C>   <C>
2. MAINTENANCE AND ASSOCIATED
MANUALS
APU Build-up Manual               ABM    P2     E      NO    *     90
Aircraft Maintenance Manual       AMM    DD     C      YES   *     90
                                         P2     C      YES
Component Location Manual         CLM    P2     C      NO    *     90
Aircraft Time Limits/             TLMC   P2     C      YES   *     90
Maintenance Checks
Aircraft Schematics Manual        ASM    P1     C      YES   *     90
Aircraft Wiring Manual            AWM    P1     C      YES   *     90
Aircraft Wiring Lists             AWL    F      C      YES   *     90***
Electrical Standard Practices     ESP    P      G      YES   *     90
Consumable Material List          CML    P2     G      YES   *     90
Duct Repair Manual                DRM    P2     E      NO    *     90
Fuel Pipe Repair Manual           FPRM   P2     G      NO    *     90
Illustrated Parts Catalog         IPC    DD     C      YES   *     90*
(Airframe)                               P1
Illustrated Parts Catalog         PIPC   F      C      NO    *     90**
(Power Plant)
</TABLE>

*    Issue date to be coordinated with Initial Provisioning Data delivery
     included in EXHIBIT "E" Spare Parts Procurement.

**   Supplied by Propulsion System Manufacturer 90 days prior to first Aircraft
     delivery or concurrent with the first spare Quick Engine Change (QEC) kit
     delivery, whichever first applies (NOT APPLICABLE TO A330 WITH PRATT AND
     WHITNEY ENGINES).

***  Wiring List can also be delivered in ATA format SGML as of 1998

<PAGE>

<TABLE>
<CAPTION>
MANUAL DESIGNATION                Abbr   Form   Type   ATA   Qty   Deliv
------------------                ----   ----   ----   ---   ---   -----
<S>                               <C>    <C>    <C>    <C>   <C>   <C>
2. MAINTENANCE AND ASSOCIATED
MANUALS (continued)
Technical Publications            TPCI   DD     E      NO    *       90
Combined Index
Illustrated Tool and Equipment    TEM    P2     E      YES   *      360
Manual
Maintenance Facility Planning     MFP    P2     E      NO    *       90
Maintenance Planning Document     MPD    P2     E      NO    *      360
Power Plant Build-up Manual       PBM    P2     C      YES   *       90*
Support Equipment Summary         SES    P1     G      NO    *      360
Tool and Equipment Drawings       TED    AC     E      NO    *      360
Tool and Equipment Index          TEI    P2     E      NO    *      360
Tool and Equipment Bulletins      TEB    P1     E      NO    *       90
Trouble Shooting Manual           TSM    DD     C      NO    *       90
                                         P2     C      NO    *       90
</TABLE>

*    Supplied by Propulsion System Manufacturer 90 days prior to first Aircraft
     delivery or concurrent with the first spare Quick Engine Change (QEC) kit
     delivery, whichever first applies (NOT APPLICABLE TO A330 WITH PRATT AND
     WHITNEY ENGINES).

<PAGE>

<TABLE>
<CAPTION>
MANUAL DESIGNATION              Abbr   Form   Type   ATA   Qty   Deliv
------------------              ----   ----   ----   ---   ---   -----
<S>                             <C>    <C>    <C>    <C>   <C>   <C>
3.   STRUCTURAL MANUALS
     Nondestructive Testing     NTM    P2     E      YES   *     90
     Manual
     Structural Repair Manual   SRM    P2     E      YES   *     90
                                       F      E      YES   *     90
     Power Plant Structural     PSRM   P2     E      YES   *     90****
     Repair Manual                     F      E      YES   *     90****

4.   OVERHAUL DATA
     Component Documentation    CDS    P2     C      NO    *     180
     Status                            D      C      NO    *     180
     Component Evolution List   CEL    P2     G      NO    *     **
     Cable Fabrication Manual   CFM    P2     E      NO    *     90
     Component Maintenance      CMMM   P2     E      YES   *     180*****
     Manual Manufacturer               F      E      YES   *     180
     Component Maintenance      CMMV   P2     E      YES   *     180***
     Manual Vendor
</TABLE>

*    Optional

**   Optional Delivered as follow-on for CDS

***  Supplied by Vendors

**** Supplied by Propulsion System Manufacturer

***** The selection, form, Type and quantities shall be further discussed.

<PAGE>

<TABLE>
<CAPTION>
MANUAL DESIGNATION               Abbr   Form   Type   ATA   Qty   Deliv
------------------               ----   ----   ----   ---   ---   -----
<S>                              <C>    <C>    <C>    <C>   <C>   <C>
5.   ENGINEERING DOCUMENTS
     Installation and Assembly   IAD    AC     C      NO    *       0
     Drawings
     Parts Usage (Effectivity)   PU     F      E      NO    *       0
     Schedule (Drawing           S      F      E      NO    *       0
     Nomenclature)
     Drawing Numerical Index     DNI    P1     C      NO    *       0
     Process and Material        PMS    F      G      NO    *       0
     Specification
     Standards Manual            SM     F      G      NO    *       0
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
MANUAL DESIGNATION                Abbr   Form   Type   ATA   Qty   Deliv
------------------                ----   ----   ----   ---   ---   -----
<S>                               <C>    <C>    <C>    <C>   <C>   <C>
6.   MISCELLANEOUS PUBLICATIONS
     Airplane Characteristics     AC     P2     E      NO     *     360
     for Airport Planning
     Aircraft Recovery Manual     ARM    P2     E      YES    *     90
     Cargo Loading System         CLS    P2     E      NO     *     180
     Manual
     Crash Crew Chart             CCC    P1     E      NO     *     180
     List of Radioactive and      LRE    P1     G      NO     *     90
     Hazardous Elements
     List of Applicable           LAP    P2     C      NO     *     90
     Publications
     Livestock Transportation     LTM    P2     E      NO     *     90*
     Manual
     Service Bulletins            SB     P2     C      YES    *     0
                                         F      E      YES    *     90
     Service Information          SIL    P1     E      YES    *     0
     Letters
     Transportability Manual      TM     P1     G      NO     *     90
     Vendor Information Manual    VIM    D      G      NO     *     360
     Vendor Information Manual    VIM/   P2     G      NO     *     360
     GSE                          GSE
     Vendor Product Support       VPSA   P2     E      NO     *     360
     Agreements
</TABLE>

*    SPECIFIC REQUEST

<PAGE>

                                   EXHIBIT "E"

                             SPARE PARTS PROCUREMENT

<PAGE>

                             SPARE PARTS PROCUREMENT

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE   TITLE
------   -----
<S>      <C>
  1      GENERAL
  2      INITIAL PROVISIONING
  3      CENTRAL STORE
  4      DELIVERY
  5      PRICE
  6      PAYMENT PROCEDURES AND CONDITIONS
  7      TITLE
  8      PACKAGING
  9      DATA RETRIEVAL
  10     BUY-BACK
  11     WARRANTIES
  12     SELLER PARTS LEASING
  13     TERMINATION OF THE SPARES PROCUREMENT COMMITMENTS
</TABLE>

<PAGE>

1.   GENERAL

1.1  This Exhibit covers the terms and conditions for the material support
     offered by the Seller to the Buyer with respect to material (hereinafter
     referred to as "Material") specified within the following categories:

     a.   Seller Parts (Seller's Proprietary Material bearing an official part
          number of the Seller or Material for which the Seller has the
          exclusive sales rights);

     b.   Vendor Parts classified as Rotable Line Replacement Units;

     c.   Vendor Parts classified as Expendable Line Maintenance Parts;

     d.   Ground Support Equipment (GSE) and Special (To Type) Tools;

     e.   Hardware and standard material;

     Rotable Line Replacement Units as specified in sub-Clauses 1.1.a and 1.1.b
     above having less than * flight-hours are considered as new.

     Material covered under sub-Clause 1.1.e above when being part of Initial
     Provisioning shall only be supplied as a packaged kit.

     In addition, this Exhibit "E" establishes the general terms and conditions
     under which the Buyer may lease certain Seller Parts as defined in Appendix
     A to Clause 12 of this Exhibit "E" for the Buyer's use on its Aircraft in
     commercial air transport service.

1.2  Scope of Material Support

     The Material support to be provided hereunder by the Seller covers all
     items classified as Material in sub-Clause 1.1 for Initial Provisioning and
     sub-Clauses 1.1.a thru 1.1.d for replenishment under the conditions
     detailed in this Exhibit "E".

1.2.1 Engine, nacelles, quick engine change unit and thrust reverser accessories
     and parts, including associated parts, are not covered under this Exhibit
     "E" and shall be subject to direct agreements between the Buyer and the
     relevant Propulsion Systems Manufacturer. The Seller shall use its
     reasonable efforts to assist the Buyer in case of any difficulties with
     availability of Propulsion Systems and associated spare parts.

<PAGE>

1.2.2 During a period commencing on the date hereof and continuing for as long
     as at least * A320 model aircraft are operated by airlines in commercial
     air transport Service (the "Term"), the Seller shall maintain or have
     maintained such stock of Seller Parts as is deemed reasonable by the Seller
     and shall furnish at reasonable prices Seller Parts adequate to meet the
     Buyer's needs for repairs and replacements upon the Aircraft. Such Seller
     Parts shall be sold and delivered in accordance with Clauses 4 and 5 of
     this Exhibit "E" upon receipt of the Buyer's orders.

                                       *

1.3  Agreements of the Buyer

1.3.1 The Buyer agrees to purchase from the Seller the Seller Parts required for
     the Buyer's own needs during the Term, provided that the provisions of this
     sub-Clause 1.3 shall not in any way prevent the Buyer from resorting to the
     Seller Parts stocks of other airlines operating the same Aircraft or from
     purchasing Seller Parts from said airlines, or from distributors or
     dealers, provided said Seller Parts have been designed and manufactured by,
     or obtained from, the Seller.

1.3.2 The Buyer may manufacture or have manufactured for its own use *, or may
     purchase from any other source whatsoever, parts equivalent to Seller
     Parts:

1.3.2.1 after expiration of the Term if at such time the Seller Parts are out of
     stock,

1.3.2.2 at any time, to the extent Seller Parts are needed to effect AOG repairs
     upon any Aircraft delivered under the Agreement and are not available from
     the Seller within a lead time shorter than or equal to the time in which
     the Buyer can provide such Seller Parts, and provided the Buyer shall not
     sell such Seller Parts,

1.3.2.3 in the event that the Seller fails to fulfil its obligations with
     respect to any Seller Parts pursuant to sub-Clause 1.2 of this Exhibit "E"
     within a reasonable time after written notice thereof from the Buyer,

1.3.2.4 in those instances where a Seller Part is identified as "Local
     Manufacture" in the Illustrated Parts Catalog (IPC).

1.3.3 The rights granted to the Buyer in sub-Clause 1.3.2 of this Exhibit "E"
     shall not in any way be construed as a licence, nor shall they in any way
     obligate the Buyer to the payment of any licence fee or royalty, nor shall
     they in any way be construed to affect the rights of third parties.

1.4  Meanings

     Words and expressions shall have the same meanings when used in this
     Exhibit "E" as when used in the rest of the Agreement except where the
     contrary is stated herein.

<PAGE>

2.   INITIAL PROVISIONING

     The Initial Provisioning Period referred to in this Exhibit "E" shall mean
     the period up to and expiring on the * day after delivery of the last
     Aircraft subject to firm order under the Agreement.

2.1  Seller - Supplied Data

     The Seller shall prepare and supply to the Buyer the following documents.

2.1.1 Initial Provisioning Data

     Initial Provisioning Data provided for the A300, A300-600 and A310 in
     Specification ATA 200, Chapter 2A (Revision 10) format, for the A319, A320
     and A321, A330 and A340 in Specification 2000, Chapter 1, fixed or variable
     format ("the Initial Provisioning Data") shall be supplied by the Seller to
     the Buyer in form, format and a time-scale to be mutually agreed upon
     during the Pre-Provisioning Meeting as described in sub-Clause 2.3 of this
     Exhibit "E".

     Revision Service shall be assured every * days, up to the end of the
     Initial Provisioning Period, or until the configuration of the Buyer's
     delivered Aircraft is included.

     In any event, the Seller shall ensure that Initial Provisioning Data are
     released to the Buyer in due time to allow the necessary Buyer's evaluation
     time and the on-time delivery of ordered Material.

2.1.2 Supplementary Data

     The Seller shall provide the Buyer with Local Manufacture Tables (X-File),
     as part of the IPC (Additional Cross Reference Tables) which shall be a
     part of the Initial Provisioning Data Package.

2.1.3 Initial Provisioning Data for Exercised Options

2.1.3.1 All Aircraft for which the Buyer exercises its option shall be included
     into the revision of the provisioning data that is issued after execution
     of the relevant amendment to the Agreement if such revision is not
     scheduled to be issued within * weeks from the date of execution. If the
     execution date does not allow * weeks preparation time for the Seller, the
     concerned Aircraft shall be included in the subsequent revision as may be
     mutually agreed upon.

<PAGE>

2.1.3.2 The Seller shall, from the date of execution of the relevant amendment
     to the Agreement until * months after delivery of each Aircraft, submit to
     the Buyer details of particular Vendor components being installed on each
     Aircraft, with recommendation of order quantity. A list of such components
     shall be supplied at the time of the provisioning data revision as
     specified above.

2.1.3.3 The Seller shall deliver to the Buyer T-files for particular components
     as applicable and in due time to allow the Buyer's planning of repair and
     overhaul tasks.

2.1.3.4 The data with respect to Material at the time of each Aircraft delivery
     shall at least cover such Aircraft's technical configuration as it existed
     * months prior to Aircraft delivery and shall be updated to reflect the
     final build status of the concerned Aircraft. Such update shall be included
     in the data revisions issued * months after delivery of such Aircraft.

2.2  Vendor-Supplied Data

2.2.1 General

     The Seller shall obtain from Vendors agreements to prepare and issue for
     their own products T-files in the English language, for those components
     for which the Buyer has elected to receive data.

     Said data (initial issue and revisions) shall be transmitted to the Buyer
     through the Seller. The Seller shall review the compliance of such data
     with the relevant ATA requirements but shall not be responsible for the
     substance of such data. Such data should be adequate to enable the Buyer to
     undertake in-house repair/overhaul of such components.

     In any event, the Seller shall exert its reasonable efforts to supply
     Initial Provisioning Data to the Buyer in due time to allow the necessary
     Buyer's evaluation time and on-time deliveries.

2.2.2 Initial Provisioning Data

     Initial Provisioning Data for Vendor Parts as per sub-Clause 1.1.b of this
     Exhibit "E" described in Specification 2000, Chapter 1, fixed or variable
     format, shall be furnished as mutually agreed upon during a
     Pre-Provisioning Meeting with revision service assured up to the end of the
     Initial Provisioning period, or until it reflects the configuration of the
     Buyer's delivered Aircraft.

<PAGE>

2.3  Pre-Provisioning Meeting

2.3.1 The Seller shall organize a Pre-Provisioning Meeting at its materiel
     support centre in HAMBURG, FEDERAL REPUBLIC OF GERMANY (hereinafter
     referred to as "the Materiel Support Centre") for the purpose of
     formulating an acceptable schedule and working procedure to accomplish the
     initial provisioning of Material.

2.3.2 The date of the meeting shall be mutually agreed upon, but it shall take
     place no later than * months after the Agreement shall have come into
     effect and no later than * months before delivery of the Buyer's first
     Aircraft.

2.4  Initial Provisioning Training

     An Initial Provisioning Training can be provided by the Seller for the
     Buyer's provisioning and purchasing staff. The following areas shall be
     covered:

2.4.1 The Buyer shall be familiarized with the provisioning documents by the
     Seller during the Pre-Provisioning Meeting.

2.4.2 The technical function as well as the necessary technical and commercial
     Initial Provisioning Data shall be explained during the Initial
     Provisioning Conference.

2.4.3 A familiarization with the Seller's purchase order administration system
     shall be conducted during a separate session within the Initial
     Provisioning Conference.

2.5  Initial Provisioning Conference

     The Seller shall organize an Initial Provisioning Conference at the
     Materiel Support Centre including Vendor participation as agreed upon
     during the Pre-Provisioning Meeting.

<PAGE>

2.6  Initial Provisioning Data Compliance

2.6.1 Initial Provisioning Data generated by the Seller and supplied to the
     Buyer shall comply with the latest configuration of the Aircraft to which
     such data relate as known * months before the date of issue. Said data
     shall enable the Buyer to order Material conforming to its Aircraft as
     required for maintenance and overhaul.

     This provision shall not cover:

     -    parts embodying Buyer's modifications not known to the Seller,

     -    parts embodying modifications not agreed to by the Seller.

2.6.2 During the Initial Provisioning Period the Seller shall supply Material as
     defined in sub-Clause 1.1 of this Exhibit "E" ordered from the Seller which
     shall be in conformity with the configuration standard of the affected
     Aircraft and with the Initial Provisioning Data transmitted by the Seller.
     Should the Seller default in this obligation, it shall immediately replace
     such parts and/or authorize return shipment at no transportation cost to
     the Buyer. The Buyer shall make * efforts to minimize such costs,
     particularly by using its own airfreight system for transportation

                                       *

<PAGE>

2.7  Delivery of Initial Proyisionina Material

2.7.1 In order to support the operation of the Aircraft, the Seller shall use
     its reasonable efforts to deliver Material ordered during the Initial
     Provisioning Period (the "Initial Provisioning Material") against the
     Buyer's orders and according to the following schedule, provided the
     Buyer's orders have been placed within * days after receipt of the Seller's
     provisioning data, and not later than * months before delivery of the
     corresponding Aircraft,

2.7.1.1 at least * percent * of the ordered quantity of each Rotable Line
     Replacement Unit or Expendable Line Maintenance Part * months before
     delivery of the corresponding Aircraft,

2.7.1.2 at least * percent * of the ordered quantity of each Rotable Line
     Replacement Unit or Expendable Line Maintenance Part * month (for items
     identified as line station items * months) before delivery of corresponding
     Aircraft,

2.7.1.3 * percent * of the ordered quantity of each item except as specified in
     sub-Clauses 2.7.1.1 and 2.7.1.2 of this Exhibit "E", at delivery of the
     first Aircraft.

2.7.1.4 * percent * of the ordered quantity of each item, including line station
     items, three (3) months after delivery of the last Aircraft. If said *
     percent * cannot be accomplished, the Seller shall endeavour to have such
     items available at its facilities for Seller Parts as per sub-Clause 1.1.a
     of this Exhibit "E" or its Vendors' facilities for parts as per sub-Clauses
     1.1.b through 1.1.e of this Exhibit "E" for immediate supply in case of an
     AOG,

2.7.1.5 The above percentages apply only to that portion of the quantity ordered
     that is recommended for the number of Aircraft operated during the * months
     that follow first Aircraft delivery.

2.7.2 The Buyer may, subject to the Seller's agreement, cancel or modify Initial
     Provisioning orders placed with the Seller with no cancellation charge,

     -    for "Long Lead Time Material" (leadtime exceeding * months) not later
          than * months before scheduled delivery of said Material,

     -    for normal lead time Material not later than * months before scheduled
          delivery of said Material,

     -    for Buyer's specific Material and Material as per sub-Clauses 1.1.b
          thru 1.1.e of this Exhibit "E" not later than the quoted leadtime
          before scheduled delivery of said Material.

2.7.3 In the event of the Buyer cancelling or modifying (without any liability
     of the Seller for the cancellation or modification) any orders for Material
     outside the time limits defined in sub-Clause 2.7.2 of this Exhibit "E",
     the Buyer shall reimburse the Seller for any costs incurred in connection
     therewith.

<PAGE>

2.7.4 All transportation costs for the return of Material under this Clause 2,
     including any insurance, customs and duties applicable or other related
     expenditures, shall be borne by the *

2.8  Commercial Offer

     The prices of Initial Provisioning Material are in general those mentioned
     in Clause 5 of this Exhibit "E".

     At the end of the Initial Provisioning Conference, the Seller shall, at the
     Buyer's request, submit a Commercial Offer for all Material mutually agreed
     as being Initial Provisioning based on the Seller's sales prices valid at
     the time of finalization of the Initial Provisioning Conference. This
     Commercial Offer shall be valid for a period to be mutually agreed upon,
     irrespective of any price changes for Seller Parts during this period,
     except for significant error and/or for price alterations due to part
     number changes and/or for Vendor price changes.

<PAGE>

3.   CENTRAL STORE

3.1  Central Store

     The Seller has set up at HAMBURG, FEDERAL REPUBLIC OF GERMANY and shall
     maintain or cause to be maintained during the Term a central store of
     Seller Parts at its Materiel Support Centre.

3.2  Operation of Central Store

     The Materiel Support Centre is operated twenty-four (24) hours/day and
     seven (7) days/week.

3.3  Alternative Delivery Places

     The Seller reserves the right to effect deliveries from distribution
     centres other than the Materiel Support Centre or from any designated
     production or Vendors' facilities.

<PAGE>

4.   DELIVERY

4.1  General

     Buyer purchase orders are administered in accordance with ATA Specification
     2000 Chapter 3.

     For the sake of clarification it is expressly stated that the provisions of
     sub-Clause 4.2 do not apply to Initial Provisioning Data and Material as
     described in Clause 2 of this Exhibit "E".

4.2  Lead times

     In general the lead times are in accordance with the provisions of the
     "World Airline Suppliers' Guide" (Edition 1988).

4.2.1 Seller Parts as per sub-Clause 1.1.a of this Exhibit "E" listed in the
     Seller's Spare Parts Price List can be dispatched within the lead times
     defined in the Spare Parts Price List.

     Lead times for Seller Parts which are not published in the Seller's Spare
     Parts Price List are quoted upon request.

4.2.2 Material of sub-Clauses 1.1.b through 1.1.d of this Exhibit "E" can be
     dispatched within the Vendor's/Supplier's lead time augmented by the
     Seller's own order and delivery processing time.

     Material of sub-Clause 1.1.e of this Exhibit "E" when on stock and subject
     to prior sale can be dispatched within ten (10) days from receipt of a
     Buyer purchase order.

4.2.3 Expedite Service

     The Seller shall provide a twenty-four (24) hours-a-day, seven (7)
     days-a-week Expedite Service to provide for the supply of the relevant
     Seller Parts available in the Seller's stock, workshops and assembly line
     including long lead time spare parts, to the international airport nearest
     to the location of such part ("the Expedite Service").

     The Expedite Service is operated in accordance with the "World Airline
     Supplier's Guide", and the Seller shall notify the Buyer of the action
     taken to satisfy the expedite within:

     -    * hours after receipt of an AOG Order,

     -    * hours after receipt of a Critical Order (imminent AOG or work
          stoppage),

     -    * days after receipt of an Expedite Order from the Buyer.

<PAGE>

     The Seller shall deliver Seller Parts requested on an Expedite basis
     against normal orders placed by the Buyer, or upon telephone or telex
     requests by the Buyer's representatives. Such telephone or telex requests
     shall be confirmed by subsequent Buyer's orders for such Seller Parts
     within a reasonable time.

4.3  Delivery Status

     The Seller agrees to report to the Buyer the status of supplies against
     orders on a monthly basis.

4.4  Excusable Delay

     Sub-Clause 10.1 of the Agreement shall apply for the material support.

4.5  Shortages, Overshipments, Non-Conformance in Orders

4.5.1 The Buyer shall immediately and not later than * days after receipt of
     Material delivered pursuant to a purchase order advise the Seller:

     a)   of any alleged shortages or overshipments with respect to such order,

     b)   of all non-conformance to specification of parts in such order
          subjected to inspections by the Buyer.

     In the event of the Buyer not having advised the Seller of any such alleged
     shortages, overshipments or non-conformance within the above defined
     period, the Buyer shall be deemed to have accepted the deliveries.

4.5.2 In the event of the Buyer reporting overshipments or non-conformance to
     the specifications within the period defined in sub-Clause 4.5.1 of this
     Exhibit "E" the Seller shall, if accepted, either replace the concerned
     Material or credit the Buyer for the returned Material. In such case,
     transportation costs shall be borne by the Seller.

     The Buyer shall endeavour to minimize such costs, particularly through the
     use of its own airfreight system for transportation at no charge to the
     Seller.

4.6  Cessation of Deliveries

     The Seller reserves the right to stop or otherwise suspend deliveries if
     the Buyer fails to meet its obligations defined in Clauses 6 and 7 of this
     Exhibit "E".

<PAGE>

5.   PRICE

5.1  The Material prices shall be:

5.1.1 * the Materiel Support Centre for deliveries from the Materiel Support
     Centre.

5.1.2 * place specified by the Seller for deliveries from other Seller or
     Vendor facilities as the term * is defined by the publication No 460 of the
     International Chamber of Commerce published in April 1990.

5.2  The prices shall be the Seller's sales prices in effect on the date of
     receipt of the order (subject to reasonable quantities and delivery time)
     and shall be expressed in US-Dollars.

5.2.1 Prices of Seller Parts shall be in accordance with the current Seller's
     Spare Parts Price List. Prices shall be firm for each calendar year. The
     Seller, however, reserves the right to revise the prices of said parts
     during the course of the calendar year in the following cases:

     -    significant revision in manufacturing costs,

     -    significant revision in manufacturer's purchase price of parts or
          materials (including significant variation of exchange rates),

     -    significant error in estimation or expression of any price.

5.2.2 Prices of Material as defined in sub-Clauses 1.1.b thru 1.1.d of this
     Exhibit "E" shall be the valid list prices of the supplier augmented by the
     Seller's handling charge. The percentage of the handling charge shall vary
     with the Material's value and shall be determined item by item.

5.2.3 The Seller warrants that, should the Buyer purchase * percent (*%) of the
     recommended Initial Provisioning Package of the Material as defined in sub-
     Clauses 1.1.b thru 1.1.d of this Exhibit "E" through the Seller, the
     average handling charge on the total package shall not exceed *%)

     This average handling charge shall apply when all orders are received by
     the Seller not later than * months before first Aircraft delivery.

     When these orders are received by the Seller less than * months before
     first Aircraft delivery, the average handling charge shall be increased to
     * percent *%).

5.2.4 Prices of Material as defined in sub-Clause 1.1.e of this Exhibit "E"
     shall be the Seller's purchase prices augmented by a variable percentage of
     handling charge.

<PAGE>

6.   PAYMENT PROCEDURES AND CONDITIONS

6.1  Payment shall be made in immediately available funds in the quoted
     currency. In case of payment in any other free convertible currency the
     exchange rate valid at the day of actual money transfer shall be applied
     for conversion.

6.2  Payment shall be made by the Buyer to the Seller within * days from date of
     the invoice to the effect that the value date of the credit to the Seller's
     account of the payment falls within this * day period.

6.3  The Buyer shall make all payments hereunder to the Seller's account,
     No 473323H with:

     BANQUE PARIBAS TOULOUSE
     24, rue de Metz
     31000 TOULOUSE
     FRANCE

     or as otherwise directed by the Seller.

6.4  All payments due to the Seller hereunder shall be made in full without
     set-off, counterclaim, deduction or withholding of any kind. Consequently,
     the Buyer shall procure that the sums received by the Seller under this
     Exhibit "E" 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, dues or charges of whatever nature
     except that if the Buyer is compelled by law to make any such deduction or
     withholding the Buyer shall pay such additional amounts as may be necessary
     in order that the net amount received by the Seller after such deduction or
     withholding shall equal the amounts which would have been received in the
     absence of such deduction or withholding.

6.5  If any payment due to the Seller is not received in accordance with the
     timescale provided in sub-Clause 6.2 of this Exhibit "E", the Seller shall
     have the right to claim from the Buyer and the Buyer shall promptly pay to
     the Seller interest on the unpaid amount at a rate equal to the London
     Interbank Offered Rate (LIBOR) rate for * months deposits in US Dollars (as
     published in the Financial Times on the due date) plus * percent * to be
     calculated from the due date until the date the payment is received by the
     Seller. Claiming such interest shall not prejudice any other rights the
     Seller may have under this Exhibit "E".

6.6  Credit Assurance

     The Seller and the Buyer agree that the Seller has the right to request and
     the Buyer shall upon such request provide the Seller with sufficient
     financial means in due time in order to assure the Seller of full payment
     of the Buyers' current and/or expected payment obligations.

6.6.1 The Sellers' right to request credit assurance from the Buyer shall be
     limited to the following cases:

<PAGE>

6.6.1.1 The Seller has received purchase orders from the Buyer for Initial
     Provisioning Material.

6.6.1.2 The Seller has received purchase and/or service orders exceeding the
     Buyer's average * months turnover with the Seller.

6.6.1.3 The Buyer is indebted to the Seller for overdue invoices.

6.6.2 The Seller shall accept the following financial means as credit assurance:

6.6.2.1 Irrevocable and confirmed letter of credit, raised by banks of
     international standing and reputation. The conditions of such letter of
     credit shall be pertinent to Aircraft support activities and shall be set
     forth by the Seller.

6.6.2.2 Bank guarantee raised by banks of international standing and reputation.
     The conditions of such bank guarantee shall be mutually agreed upon prior
     to acceptance by the Seller.

6.6.2.3 Stand-by letter of credit raised by banks of international standing and
     reputation. The conditions of such letter of credit shall be mutually
     agreed upon prior to acceptance by the Seller.

<PAGE>

7.   TITLE

     Title to any Material purchased under this Exhibit "E" remains with the
     Seller until full payment of the invoices and any interest thereon have
     been received by the Seller.

     The Buyer shall undertake that Material, title to which has not passed to
     the Buyer, shall be kept free from any debenture or mortgage or any similar
     charge or claim in favour of any third party.

<PAGE>

8.   PACKAGING

     All Material shall be packaged in accordance with ATA 300 Specification,
     Category III for consumable/expendable material and Category II for
     rotables. Category I containers shall be used if requested by the Buyer and
     the difference between Category I and Category II packaging costs shall be
     paid by the Buyer together with payment for the respective Material.

<PAGE>

9.   DATA RETRIEVAL

     The Buyer undertakes to provide periodically to the Seller, as the Seller
     may request during the Term, a quantitative list of the parts used for
     maintenance and overhaul of the Aircraft. The range and contents of this
     list shall be established by mutual agreement between the Seller and the
     Buyer.

<PAGE>

10.  BUY-BACK

10.1 Buy-Back of Obsolete Material

     The Seller agrees to buy back unused Seller Parts which may become obsolete
     before * to the Buyer as a result of mandatory modifications required by
     the Buyer's or Seller's Aviation Authorities, subject to the following:

10.1.1 The Seller Parts involved shall be those which the Buyer is directed by
     the Seller to scrap or dispose of and which cannot be reworked or repaired
     to satisfy the revised standard.

10.1.2 The Seller shall credit to the Buyer the purchase price paid by the Buyer
     for any such obsolete parts, provided that the Seller's liability in this
     respect does not extend to quantities in excess of the Seller's Initial
     Provisioning recommendation.

10.1.3 The Seller shall use its reasonable efforts to obtain for the Buyer the
     same protection from Vendors.

10.2 Buy-Back of Surplus Material

10.2.1 The Seller agrees that at any time after * and within * years after
     delivery of the first Aircraft to the Buyer, the Buyer shall have the right
     to return to the Seller, at a credit of * percent (*%) of the original
     purchase price paid by the Buyer, unused and undamaged Material as per sub-
     Clause 1.1.a of this Exhibit "E" and at a credit of * percent (*%) of the
     original Vendor list price, unused and undamaged Material as per sub-Clause
     1.1.b of this Exhibit "E" originally purchased from the Seller under the
     terms hereof, provided that the selected protection level does not exceed *
     % with a turn-around-time of * days and said Material was recommended for
     the Buyer's purchase in the Seller's Initial Provisioning recommendations
     to the Buyer and does not exceed the provisioning quantities recommended by
     the Seller, and is not shelflife limited, or does not contain any shelflife
     limited components with less than *% shelflife remaining when returned to
     the Seller and provided that the Material is returned with the Seller's
     original documentation (tag, certificates).

10.2.2 In the event of the Buyer electing to procure Material in excess of the
     Seller's recommendation, the Buyer shall so notify the Seller in writing,
     with due reference to the present Clause. The Seller's agreement in writing
     is necessary before any Material in excess of the Seller's recommendation
     shall be considered for buy-back.

10.2.3 It is expressly understood and agreed that the rights granted to the
     Buyer under this sub-Clause 10.2 shall not apply to Material which may
     become surplus to requirements due to obsolescence at any time or for any
     reason other than those set forth in sub-Clause 10.1 above.

10.2.4 Further, it is expressly understood and agreed that all credits described
     in this sub-Clause 10.2 shall be provided by the Seller to the Buyer
     exclusively by means of credit notes to be entered into the Buyer's spares
     account with the Seller.

<PAGE>

10.3 All transportation costs for the return of obsolete or surplus Material
     under this Clause 10, including any insurance and customs duties applicable
     or other related expenditures, shall be borne by the *

10.4 The Seller's obligation to buy back surplus Material is conditioned upon
     the Buyer reasonably demonstrating that items proposed for buy-back were in
     excess of the Buyer's requirements after the initial purchase of such
     items.

     The Seller shall accept as a reasonable demonstration of such excess
     initial purchase by the Buyer if the data submitted to the Seller in
     compliance with the provisions of Clause 9 of this Exhibit "E" indicate
     that the items proposed for buy-back are surplus to the Buyer's
     requirements.

<PAGE>

11.  WARRANTIES

11.1 Seller Parts

     Subject to the limitations and conditions as hereinafter provided, the
     Seller warrants to the Buyer that all Seller Parts in sub-Clause 1.1.a of
     this Exhibit "E" shall at the time of delivery to the Buyer:

     (i)  be free from defects in material,

     (ii) be free from defects in workmanship, including without limitation
          processes of manufacture,

     (iii) be free from defects arising from failure to conform to the
          applicable specification for such part.

11.2 Warranty Period

     The Standard Warranty period for Seller Parts is * months after delivery of
     such parts to the Buyer.

11.3 Buyer's Remedy and Seller's Obligation

     The Buyer's remedy and Seller's obligation and liability under this Clause
     11 are limited to the repair, replacement or correction, at the Seller's
     expense and option, of any Seller Parts which is defective.

     The Seller may equally at its option furnish a credit to the Buyer for the
     future purchase of Seller Parts equal to the price at which the Buyer is
     then entitled to acquire a replacement for the defective Seller Parts.

     The provisions of sub-Clauses 12.1.5 thru 12.1.10 of the Agreement shall
     apply to this Clause 11 of this Exhibit E.

<PAGE>

11.4 WAIVER, RELEASE AND RENUNCIATION

     THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE SELLER AND REMEDIES OF
     THE BUYER SET FORTH IN THIS CLAUSE 11 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 OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMITY OR DEFECT IN ANY
     COMPONENT, EQUIPMENT, ACCESSORY OR PART THEREOF DELIVERED UNDER THIS
     AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF
     MERCHANTABILITY OR FITNESS, ANY IMPLIED WARRANTY ARISING FROM COURSE OF
     PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, ANY OBLIGATION,
     LIABILITY, RIGHT, CLAIM OR REMEDY IN CONTRACT OR IN TORT, WHETHER OR NOT
     ARISING FROM THE SELLER'S NEGLIGENCE, ACTUAL OR IMPUTED, AND ANY
     OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OR DAMAGE TO ANY
     AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART THEREOF, FOR LOSS OF USE,
     REVENUE OR PROFIT WITH RESPECT TO ANY AIRCRAFT, COMPONENT, EQUIPMENT,
     ACCESSORY OR PART THEREOF, 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 SUB-CLAUSE 11.4 SHALL REMAIN IN FULL FORCE AND
     EFFECT.

<PAGE>

12.  SELLER PARTS LEASING

12.1 Applicable Terms

     The terms and conditions of this Clause 12 shall apply to the list of
     Seller Parts in Appendix A to this Clause 12 entitled:

                      "Seller Parts Available for Leasing",

     hereinafter, "Leased Parts" or a "Leased Part" and shall form a part of
     each lease of Seller Parts by the Buyer from the Seller after the date
     hereof. Except for the identification of:

     -    the Leased Part,

     -    the Leased Part return location,

     -    the Lease Term,

     -    the Lease Charges,

     all other terms and conditions appearing on any order form or other
     document pertaining to Leased Parts shall be deemed inapplicable, and in
     lieu thereof the terms and conditions of this Clause 12 shall prevail. For
     the purposes of this Clause 12, the term "Lessor" refers to the Seller and
     the term "Lessee" refers to the Buyer.

     Parts not included in Appendix A to this Clause 12 shall be the subject of
     a separate lease agreement supplied by the Seller at the Buyer's request.

12.2 Leasing Procedure

     At the Lessee's request by telephone (to be confirmed promptly in writing),
     telegram, letter or other written instrument, the Lessor shall lease such
     Leased Parts, which shall be made available in accordance with sub-Clause
     4.2.3 of this Exhibit "E", to the Lessee for the purpose of being
     substituted for a part withdrawn from an Aircraft for repair or overhaul.
     Each lease of Leased Parts shall be evidenced by a lease document
     (hereinafter the "Lease") issued by the Lessor to the Lessee no later than
     * days after delivery of the Leased Part.

<PAGE>

12.3 Lease Term

     The term of the lease (hereinafter the "Lease Term") shall commence on the
     date of dispatch of the Leased Part to the Lessee or the Lessee's agent at
     the Lessor's facility and shall end on the date falling * days after such
     delivery, unless extended by written agreement between the Lessor and the
     Lessee within such * day period. Notwithstanding the foregoing, the Lease
     Term shall end in the event of, and upon the date that, the Lessee
     acquiring title to a Leased Part as a result of exercise of the Lessee's
     option to purchase the Leased Part, as provided for herein.

12.4 Lease Charges and Taxes

     Lessee shall pay Lessor:

     (a)  a daily rental charge for the Lease Term for each Leased Part equal

                                        *

     (b)  any reasonable additional costs which may be incurred by the Lessor as
          a direct result of such Lease, such as inspection, test, repair,
          overhaul and repackaging costs as required to place the Leased Part in
          a satisfactory condition for lease to a subsequent customer,

     (c)  all transportation and insurance charges and

     (d)  any taxes, charges or custom duties imposed upon the Lessor or its
          property as a result of the Lease, sale, delivery, storage or transfer
          of any Leased Part. All payments due hereunder shall be made in
          accordance with Clause 6 of this Exhibit "E".

     In the event of the Leased Part not having been returned to the Lessor's
     designated facilities within the time period provided for in sub-Clause
     12.3 of this Exhibit "E", the Lessor shall be entitled, in addition to any
     other remedy it may have by law or under this Clause 12, to charge to the
     Lessee, and the Lessee shall pay, all of the charges in this sub-Clause
     12.4 accruing for each day after the end of the Lease Term that such Leased
     Part is not returned to the Lessor as though the Lease Term were extended
     for the period of such delay.

12.5 Title

     Title to each Leased Part shall remain with the Lessor at all times unless
     the Lessee exercises its option to purchase in accordance with sub-Clause
     12.8 of this Exhibit "E" in which case title shall pass to the Lessee upon
     receipt by the Lessor of the payment for the purchased Leased Part.

<PAGE>

12.6 Risk of Loss

     Except for normal wear and tear, each Leased Part shall be returned to the
     Lessor in the same condition as when delivered to the Lessee. However, the
     Lessee shall not without the Lessor's prior written consent repair, modify
     or alter any Leased Part. Risk of loss or damage to each Leased Part shall
     remain with the Lessee until such Leased Part is redelivered to the Lessor
     at the return location specified in the applicable Lease. If a Leased Part
     is lost or damaged beyond repair, the Lessee shall be deemed to have
     exercised its option to purchase the part in accordance with sub-Clause
     12.8 of this Exhibit "E" as of the date of such loss or damage.

12.7 Record of Flight Hours

     All flight hours accumulated by the Lessee on each Leased Part during the
     Lease Term shall be documented by the Lessee. Records shall be delivered to
     the Lessor upon return of such Leased Part to the Lessor. In addition, all
     documentation pertinent to inspection, maintenance and/or rework of the
     Leased Part as maintained serviceable in accordance with the standards of
     the Lessor shall be delivered to the Lessor upon return of the Leased Part
     to the Lessor on termination of the Lease.

     Such documentation shall include but not be limited to evidence of
     incidents such as hard landings, abnormalities of operation and corrective
     action taken by the Lessee as a result of such incidents.

12.8 Option to Purchase

12.8.1 The Lessee may at its option exercisable by written notice given to the
     Lessor during the Lease Term, elect to purchase the Leased Part, in which
     case the then current purchase price for such Leased Part as set forth in
     the Seller's Spare Parts Price List shall be paid by the Lessee to the
     Lessor. Such option shall be contingent upon the Lessee providing the
     Lessor with evidence satisfactory to the Lessor that the original part
     fitted to the Aircraft is beyond economical repair. Should the Lessee
     exercise such option, * percent, *%) of the Lease rental charges already
     invoiced pursuant to sub-Clause 12.4.a of this Exhibit "E" shall be
     credited to the Lessee against the said purchase price of the Leased Part.

12.8.2 Should the Lessee fail to return the Leased Part to the Lessor at the end
     of the Lease Term and if the Lessor so elects, by giving prompt written
     notice to the Lessee, such failure shall be deemed to be an election by the
     Lessee to purchase the Leased Part, and upon the happening of such event
     the Lessee shall pay the Lessor all amounts due under sub-Clause 12.4 of
     this Exhibit "E" for the Leased Part up to the date of such written notice
     by the Lessor plus the purchase price of the Leased Part current at the
     commencement of the Lease Term.

<PAGE>

12.8.3 In the event of purchase, the Leased Part shall be warranted in
     accordance with Clause 11 of this Exhibit "E" as though such Leased Part
     were a spare part, but the Warranty Period shall be deemed to have
     commenced on the date such part was first installed on any aircraft;
     provided, however, that in no event shall such Warranty Period be less than
     * months from the date of purchase of such Leased Part. A warranty granted
     under this sub-Clause 12.8.3 shall be in substitution for the warranty
     granted under sub-Clause 12.9 of this Exhibit "E" at the commencement of
     the Lease Term.

12.9 Warranties

12.9.1 The Lessor warrants that each Leased Part shall at the time of delivery
     thereof:

     a)   conform to the applicable specification for such part,

     b)   be free from defects in material and,

     c)   be free from defects in workmanship, including without limitation
          processes of manufacture.

12.9.2 Survival of Warranties

     With respect to each Leased Part:

     (i)  the warranty set forth in sub-Clause 12.9.1.a of this Exhibit "E"
          shall not survive delivery and

     (ii) the warranties set forth in sub-Clauses 12.9.1.b and 12.9.1.C of this
          Exhibit "E" shall survive delivery only upon the conditions and
          subject to the limitations set forth in sub-Clauses 12.9.3 thru 12.9.8
          of this Exhibit "E".

12.9.3 Warranty and Notice Periods

     The Lessee's remedy and the Lessor's obligation and liability under this
     sub-Clause 12.9, with respect to each defect, are conditioned upon:

     (i)  the defect having become apparent to the Lessee within the Lease Term
          and

     (ii) the Lessor's Warranty Administrator having received written notice of
          the defect from the Lessee within * days after the defect becomes
          apparent to the Lessee.

<PAGE>

12.9.4 Return and Proof

     The Lessee's remedy and the Lessor's obligation and liability under this
     sub-Clause 12.9, with respect to each defect, are also conditioned upon:

     a)   the return by the Lessee as soon as practicable to the return location
          specified in the applicable Lease, or such other place as may be
          mutually agreed upon, of the Leased Part claimed to be defective and

     b)   the submission by the Lessee to the Lessor's warranty administrator of
          reasonable proof that the claimed defect is due to a matter embraced
          within the Lessor's warranty under this sub-Clause 12.9 and that such
          defect did not result from any act or omission of the Lessee,
          including but not limited to any failure to operate or maintain the
          Leased Part claimed to be defective or the Aircraft in which it was
          installed in accordance with applicable governmental regulations and
          the Lessor's applicable written instructions.

12.9.5 Remedies

     The Lessee's remedy and the Lessor's obligation and liability under this
     sub-Clause 12.9 with respect to each defect are limited to the repair of
     such defect in the Leased Part in which the defect appears, or, as mutually
     agreed, to the replacement of such Leased Part with a similar part free
     from defect.

     Any replacement part furnished under this sub-Clause 12.9.5 shall for the
     purpose of this Exhibit "E" be deemed to be the Leased Part so replaced.
     Suspension and Transportation Costs

12.9.6 Suspension and Transportation Costs

12.9.6.1 If a Leased Part is found to be defective and covered by this warranty,
     the Lease Term and the Lessee's obligation to pay rental charges as
     provided for in sub-Clause 12.4.a of this Exhibit "E" shall be suspended
     from the date on which the Lessee notifies the Lessor of such defect until
     the date on which the Lessor has repaired, corrected or replaced the
     defective Leased Part, provided, however, that the Lessee has, promptly
     after giving such notice to the Lessor, withdrawn such defective Leased
     Part from use. If the defective Leased Part is replaced, such replaced part
     shall be deemed to no longer be a Leased Part under the Lease as of the
     date on which such part was received by the Lessor at the return location
     specified in the applicable Lease.

     If a Leased Part is found to be defective on first use by the Lessee and is
     covered by this Warranty, no rental charges as provided in sub-Clause
     12.4.a of this Exhibit "E" shall accrue and be payable by the Lessee until
     the date on which the Lessor has repaired, corrected or replaced the
     defective Leased Part.

12.9.6.2 All transportation and insurance costs of returning the defective
     Leased Part and returning the repaired, corrected or replacement part to
     the Lessee shall be borne by the *

<PAGE>

12.9.7 Wear and Tear

     Normal wear and tear and the need for regular maintenance and overhaul
     shall not constitute a defect or non-conformance under this sub-Clause
     12.9.

12.9.8 Waiver, Release and Renunciation

     THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE LESSOR AND REMEDIES OF
     THE LESSEE SET FORTH IN THIS SUB-CLAUSE 12.9 ARE EXCLUSIVE AND IN
     SUBSTITUTION FOR, AND THE LESSEE HEREBY WAIVES, RELEASES AND RENOUNCES ALL
     OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE LESSOR AND RIGHTS,
     CLAIMS AND REMEDIES OF THE LESSEE AGAINST THE LESSOR, EXPRESS OR IMPLIED,
     ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY NON CONFORMANCE OR DEFECT
     IN ANY LEASED PART DELIVERED UNDER THESE LEASING CONDITIONS OR ANY LEASE,
     INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OF
     FITNESS, ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF
     DEALING OR USAGE OF TRADE, ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR
     REMEDY IN CONTRACT OR IN TORT, WHETHER OR NOT ARISING FROM THE LESSOR'S
     NEGLIGENCE, ACTUAL OR IMPUTED, AND ANY OBLIGATION, LIABILITY, RIGHT, CLAIM
     OR REMEDY FOR LOSS OF OR DAMAGE TO ANY AIRCRAFT OR LEASED PART, FOR LOSS OF
     USE, REVENUE OR PROFIT WITH RESPECT TO ANY AIRCRAFT OR LEASED PART, OR ANY
     LIABILITY OF THE BUYER TO ANY THIRD PARTY 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 SUB-CLAUSE 12.9.8 SHALL REMAIN
     IN FULL FORCE AND EFFECT.

<PAGE>

                    APPENDIX "A" TO CLAUSE 12 OF EXHIBIT "E"

                       SELLER PARTS AVAILABLE FOR LEASING

AILERONS
APU DOORS
CARGO DOORS
PASSENGER DOORS
ELEVATORS
FLAPS
LANDING GEAR DOORS
RUDDER
TAIL CONE
WING SLATS
SPOILERS
AIRBRAKES
WING TIPS
WINGLETS

<PAGE>

13   TERMINATION OF SPARES PROCUREMENT COMMITMENTS

13.1 In the event of the Agreement being terminated with respect to any Aircraft
     due to causes provided for in Clauses 10, 11 or 20 of the Agreement, such
     termination may also affect the terms of this Exhibit "E" to the extent set
     forth in sub-Clause 13.2 below.

13.2 Any termination under Clauses 10, 11 or 20 of the Agreement shall discharge
     all obligations and liabilities of the parties hereunder with respect to
     such undelivered spare parts, services, data or other items to be purchased
     hereunder which are applicable to those Aircraft for which the Purchase
     Agreement has been terminated. Unused spare parts in excess of the Buyer's
     requirements due to such Aircraft cancellation shall be repurchased by the
     Seller as provided for in sub-Clause 10.2 of this Exhibit "E"

<PAGE>

LETTER AGREEMENT No 1

TAM - TRANSPORTES AEREOS REGIONAIS

Rua Monsenhor Antonio Pepe 94

SAO PAULO - BRAZIL

                                        *

TAM - TRANSPORTES AEREOS REGIONAIS ("the Buyer") and AIRBUS INDUSTRIE ("the
Seller) have entered into a Purchase Agreement ("the Agreement") dated as of
even date herewith which covers the manufacture and the sale by the Seller and
the purchase by the Buyer of the A320 Family Aircraft as described in the
Agreement.

Capitalized terms used herein and not otherwise defined in this Letter Agreement
shall have the meanings assigned thereto in the Agreement.

Both parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, nonseverable part of said Agreement and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement.

<PAGE>

                               [2 pages redacted]

                                        *

<PAGE>

LETTER AGREEMENT No 1

If the foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this Letter
Agreement to the Seller.

Agreed and Accepted                     Agreed and Accepted

For and on behalf of                    For and on behalf of

TAM - TRANSPORTES AEREOS REGIONAIS      AIRBUS INDUSTRIE


By: /s/                                 By: /s/
    ---------------------------------       ------------------------------------
Its:                                    Its:
     --------------------------------        -----------------------------------


By: /s/                                 By: /s/
    ---------------------------------       ------------------------------------
Its:                                    Its:
     --------------------------------

Date: March 19, 1998

<PAGE>

LETTER AGREEMENT NO 2

TAM - TRANSPORTES AEREOS REGIONAIS

Rua Monsenhor Antonio Pepe 94

SAO PAULO - BRAZIL

SUBJECT: A319-100 PERFORMANCE GUARANTEES

TAM - TRANSPORTES AEREOS REGIONAIS ("the Buyer") and AIRBUS INDUSTRIE ("the
Seller") have entered into a Purchase Agreement ("the Agreement") dated as of
even date herewith which covers the manufacture and the sale by the Seller and
the purchase by the Buyer of the A319 Aircraft as described in the Agreement.

Capitalized terms used herein and not otherwise defined in this Letter Agreement
shall have the meanings assigned thereto in the Agreement.

Both parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, nonseverable part of said Agreement and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement.

<PAGE>

LETTER AGREEMENT NO 2

1.   AIRCRAFT CONFIGURATION

     The guarantees defined below ("the Guarantees") are applicable to the
     A319-100 Aircraft as described in the Standard Specification referenced J
     000 01000 Issue 3 dated 29th March 1995 plus Temporary Revision No 1 dated
     25th August 1995 and amended by Specification Change Notices ("SCNs") for:

     i)   increase of the design weights to:
          Maximum Take-off Weight  : 75,500 kg
          Maximum Landing Weight   : 62,500 kg
          Maximum Zero Fuel Weight : 58,500 kg

     ii)  installation of International Aero Engines (IAE) V2524-A5 engines

     hereinafter referred to as "the Specification", and without taking into
     account any further changes thereto as provided in the Agreement.

2.   MISSION FUEL BURN GUARANTEE

     The Aircraft carrying a fixed payload of * over a still air stage distance
     of 500 nautical miles under the conditions defined below, the Seller
     guarantees that the trip fuel of the Aircraft shall be not more than *.

2.1. The departure airport conditions and the destination airport conditions are
     such as to allow the required take-off weight and landing weight to be used
     without restriction.

2.2. Fixed allowances of * of fuel and of * minutes of time are assumed for
     take-off and initial climb to * pressure altitude with acceleration to
     climb speed.

2.3. Climb from * pressure altitude up to cruise altitude using maximum climb
     thrust, cruise at a pressure altitude of * at a * cruise Mach number not
     less than * and descent to * pressure altitude are conducted in conditions.
     Speeds below * pressure altitude shall be * CAS.

2.4. Fixed allowances of * of fuel and of * minutes of time are assumed for
     approach and landing at destination.

2.5. The stage distance is defined as the distance covered during climb, cruise
     and descent as described in the paragraph 2.3 above.

     The flight time is defined as the time spent during take-off and initial
     climb, climb, cruise, descent and approach and landing as defined in
     paragraphs 2.2, 2.3 and 2.4 above.

     The trip fuel is defined as the fuel burnt during take-off and initial
     climb, climb, cruise, descent and approach and landing as defined in
     paragraphs 2.2, 2.3 and 2.4 above.

<PAGE>

LETTER AGREEMENT NO 2

2.6. At the end of approach and landing * of usable fuel shall remain in the
     tanks. This fixed allowance represents the estimated fuel required for:

     a)   Contingency fuel: * flight time

     b)   Missed approach at destination, followed by a diversion in *
          conditions over an equivalent still air stage distance of * nautical
          miles, starting and ending at * pressure altitude

     c)   Holding for * ft pressure altitude in ISA+10 degrees C conditions

     d)   Approach and landing at alternate.

2.7. The mission fuel burn guarantee is based on a fixed estimated Operating
     Weight Empty (OWE) of *

3.   MISSION PAYLOAD GUARANTEE

     The Aircraft shall be capable of carrying a guaranteed payload not less
     than * over a still air stage distance of 206 nautical miles (assumed
     representative of the mission CGH to SDU with a 6 kt tailwind) under the
     conditions defined below.

3.1. The departure airport conditions are as follows (assumed representative of
     CGH runway 35L):
          Pressure altitude:
          Temperature:
          Available Take-off Run (TOR):
          Available Take-off Distance (TOD):
          Available Accelerate-Stop Distance (ASD):        *
          Runway Slope:
          Wind:
          Obstacles (height / distance from end of TOR):

     The destination airport conditions are as follows (assumed representative
     of SDU runway 20L):
          Pressure altitude
          Temperature
          Available Landing Distance (LDA)   *
          Runway Slope
          Wind

3.2. Fixed allowances of * kg of fuel and of * minutes of time are assumed for
     take-off and initial climb to * above departure airport pressure altitude
     with acceleration to climb speed.

<PAGE>

LETTER AGREEMENT NO 2

3.3. Climb from * above departure airport pressure altitude up to cruise
     altitude using maximum climb thrust, cruise at a pressure altitude of *
     at a fixed cruise Mach number not less than * and descent to * pressure
     altitude are conducted in * conditions. Speeds below * pressure altitude
     shall be * CAS.

3.4. Fixed allowances of * of fuel and of * of time are assumed for approach and
     landing at destination.

3.5. The stage distance is defined as the distance covered during climb, cruise
     and descent as described in the paragraph 3.3 above.

     The flight time is defined as the time spent during take-off and initial
     climb, climb, cruise, descent and approach and landing as defined in
     paragraphs 3.2, 3.3 and 3.4 above.

     The trip fuel is defined as the fuel burnt during take-off and initial
     climb, climb, cruise, descent and approach and landing as defined in
     paragraphs 3.2, 3.3 and 3.4 above.

3.6. At the end of approach and landing * of usable fuel shall remain in the
     tanks. This fixed allowance represents the estimated fuel required for:

     a)   Contingency fuel: * flight time

     b)   Missed approach at destination, followed by a diversion in ISA+10
          degrees C conditions over an equivalent still air stage distance of *
          nautical miles (assumed representative of SDU to CGH), starting and
          ending at * pressure altitude above airports

     c)   Holding for * pressure altitude in ISA+10 degrees C conditions

     d)   Approach and landing at alternate.

3.7. The mission payload guarantee exclude any volumetric limitation and is
     based on a fixed estimated Operating Weight Empty (OWE) of *

<PAGE>


LETTER AGREEMENT NO 2

4.   ADDITIONAL PERFORMANCE GUARANTEES

4.1. Take-off

     The Aircraft permissible Take-off Weight shall not be less than * when
     operated in departure airport conditions as defined below (assumed
     representative of CGH runway 35L):

          Pressure altitude                               :
          Temperature                                     :
          Available Take-off Run (TOR)                    :
          Available Take-off Distance (TOD)               :   *
          Available Accelerate-Stop Distance (ASD)        :
          Runway Slope                                    :
          Wind                                            :
          Obstacles (height / distance from end of TOR)   :
                                                          :
                                                          :
                                                          :

4.2. CLIMB

     During a climb performed in ISA+10 degrees C conditions from * pressure
     altitude at an initial gross weight of * up to cruise pressure altitude,
     using maximum climb thrust and a speed profile of * with limitation at *
     below 10,000 ft pressure altitude:

4.2.1. - for a cruise altitude of 35,000ft, the guaranteed fuel burn shall not
     be more than * and the guaranteed climb time shall not be more than *
     minutes

4.2.2. - for a cruise altitude of * the guaranteed fuel burn shall not be more
     than * and the guaranteed climb time shall not be more than * minutes

4.3. Specific Range

4.3.1. The nautical miles per kilogram of fuel at an Aircraft gross weight of *
     at a pressure altitude of * in ISA+10 degrees C conditions at a true Mach
     number of * shall be not less than *

4.3.2. The nautical miles per kilogram of fuel at an Aircraft gross weight of *
     at a pressure altitude of * in ISA+10 degrees C conditions at Long Range
     Cruise Mach number of * shall be not less than *

4.3.3. The nautical miles per kilogram of fuel at an Aircraft gross weight of *
     at a pressure altitude of * in ISA+10 degrees C conditions at a true Mach
     number of * shall be not less than *

4.3.4. The nautical miles per kilogram of fuel at an Aircraft gross weight of *
     at a pressure altitude of * in ISA+10 degrees C conditions at Long Range
     Cruise Mach number shall be not less than * nm/kg.

<PAGE>

LETTER AGREEMENT NO 2

5.   MANUFACTURER'S WEIGHT EMPTY GUARANTEE

     The Seller guarantees a Manufacturer's Weight Empty of not more than * This
     is the Manufacturer's Weight Empty of the Aircraft as defined in the
     paragraph 1 above, which will be derived from the weighing of the Aircraft
     and is subject to adjustment as defined in paragraph 8 below.

6.   GUARANTEE CONDITIONS

6.1. The performance certification requirements for the Aircraft, except where
     otherwise stated, will be as stated in Section 02 of the Standard
     Specification.

6.2. For the determination of FAR take-off and landing performance a hard level
     dry runway surface with no runway strength limitation, no obstacles, zero
     wind, atmosphere according to ISA, except as otherwise stated, and the use
     of speedbrakes, flaps, associated speeds, landing gear and engines in the
     conditions liable to provide the best results will be assumed.

6.3. When establishing take-off performance no air will be bled from the engines
     for cabin air conditioning or anti-icing.

6.4. Climb, cruise, descent and holding performance elements of the Guarantees
     will include allowances for normal electrical load and for normal engine
     air bleed and power extraction associated with maximum cabin differential
     pressure as defined in Section 21-30.31 of the Specification. Cabin air
     conditioning management during performance demonstration as described in
     paragraph 7.3 below may be such as to optimize the Aircraft performance
     while meeting the minimum air conditioning requirements defined above.
     Unless otherwise stated no air will be bled from the engines for
     anti-icing. Cruise performance are based on a center of gravity position of
     *

6.5. The engines will be operated using not more than the engine manufacturer's
     maximum recommended outputs for take-off, maximum go-round, maximum
     continuous, maximum climb and cruise for normal operation unless otherwise
     stated.

6.6. Where applicable the Guarantees assume the use of an approved fuel having a
     density of * kg per liter and a lower heating value of *

<PAGE>

LETTER AGREEMENT NO 2

7.        GUARANTEE COMPLIANCE

7.1.      Compliance with the Guarantees shall be demonstrated using operating
          procedures and limitations in accordance with those defined by the
          certifying Airworthiness Authority and by the Seller unless otherwise
          stated.

7.2.      Compliance with the take-off and landing elements of the Guarantees
          will be demonstrated with reference to the approved Flight Manual.

7.3.      Compliance with those parts of the Guarantees not covered by the
          requirements of the certifying Airworthiness Authority shall be
          demonstrated by calculation based on data obtained during fully
          instrumented flight tests conducted on one (or more, at the Seller's
          discretion) A319-100 aircraft of the same airframe/engine model
          combination as those Aircraft purchased by the Buyer.

7.4.      Compliance with the Manufacturer's Weight Empty guarantee shall be
          demonstrated with reference to a weight compliance report which shall
          include a comparison of the actual Manufacturer's Weight Empty and the
          adjusted Specification Manufacturer's Weight Empty.

7.5.      Data derived from flight tests will be adjusted as required using
          conventional methods of correction, interpolation or extrapolation in
          accordance with established aeronautical practices to show compliance
          with the Guarantees.

7.6.      The Seller undertakes to furnish the Buyer with a report or reports
          demonstrating compliance with the Guarantees at, or as soon as
          possible after, the delivery of each of the Buyer's A319-100 Aircraft.

8.        ADJUSTMENT OF GUARANTEES

8.1.      In the event of any change to any law, governmental regulation or
          requirement or interpretation thereof ("rule change") by any
          governmental agency made subsequent to the date of the Agreement and
          such rule change affects the Aircraft configuration or performance or
          both required to obtain certification the Guarantees shall be
          appropriately modified to reflect the effect of any such change.

8.2.      The Guarantees apply to the Aircraft as described in paragraph 1 and
          may be adjusted in the event of:

          a)   Any further configuration change which is the subject of a
               Specification Change Notice (SCN)

          b)   Variation in actual weights of items defined in Section 13-10 of
               the Standard Specification

<PAGE>

LETTER AGREEMENT NO 2

9.        EXCLUSIVE GUARANTEES

          The Guarantees are exclusive and are provided in lieu of any and all
          other performance and weight guarantees of any nature which may be
          stated, referenced or incorporated in the Specification or any other
          document.

10.       UNDERTAKING: REMEDIES

10.1.     Should any Aircraft fail to meet any of the guarantees specified in
          this Letter Agreement, the Seller will use its best endeavours, at
          Seller's cost and expense, to correct the deficiency so that the
          Aircraft comply with the guarantee set out herein.

10.2.     Should the Seller fail to develop and make available corrective means
          (including but not limited to kits, procedures, increase of design
          weights) of the above said deficiency, then the Seller shall for the
          concerned Aircraft pay to the Buyer by way of liquidated damages upon
          delivery and, subject to Seller's maximum liability set forth
          hereunder, on the anniversary date of the delivery for as long as the
          deficiency remains, an amount of:

10.2.1.   * for each kilogram deficient per Aircraft and per year based on the
          higher deficiency expressed in kilograms of the Mission Payload
          guarantee and the Manufacturer's Weight Empty guarantee;

10.2.2.   * for each percent deficient per Aircraft and per year based on the
          average deficiency expressed as a percentage of the Specific Range
          guarantees (part of a percent to be prorated);

10.2.3.   * for each kilogram in excess per Aircraft and per year based on the
          deficiency expressed in kilograms of the Manufacturer's Weight Empty
          guarantee.

10.3.     In the event the Seller develops and makes available corrective means
          mentioned above the Buyer shall reimburse to the Seller the monthly
          prorated portion of the yearly penalty paid by the Seller on account
          of the year during which the corrective means are made available.

10.4.     The Seller's maximum liability in respect of deficiency in performance
          of any Aircraft shall be limited to the payment of liquidated damages
          for a period of not more than * years and up to an aggregated value of
          * for each deficient Aircraft, whichever occurs first. Payment of
          liquidated damages shall be deemed to settle all claims and remedies
          the Buyer would have against the Seller in respect of performance
          deficiencies.

<PAGE>

LETTER AGREEMENT NO 2

If the foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this Letter
Agreement to the Seller.

Agreed and Accepted                     Agreed and Accepted

For and on behalf of                    For and on behalf of

TAM - TRANSPORTES AEREOS REGIONAIS      AIRBUS INDUSTRIE


By: /s/                                 By: /s/
    ---------------------------------       ------------------------------------
Its:                                    Its:
     --------------------------------        -----------------------------------


By: /s/                                 By: /s/
    ---------------------------------       ------------------------------------
Its:                                    Its:
     --------------------------------        -----------------------------------

Date: March 19, 1998

<PAGE>

LETTER AGREEMENT NO 3

TAM - TRANSPORTES AEREOS REGIONAIS

Rua Monsenhor Antonio Pepe 94

SAO PAULO - BRAZIL

SUBJECT: A320-200 PERFORMANCE GUARANTEES

TAM - TRANSPORTES AEREOS REGIONAIS ("the Buyer) and AIRBUS INDUSTRIE ("the
Seller") have entered into a Purchase Agreement ("the Agreement") dated as of
even date herewith which covers the manufacture and the sale by the Seller and
the purchase by the Buyer of the A320 Aircraft as described in the Agreement.

Capitalized terms used herein and not otherwise defined in this Letter Agreement
shall have the meanings assigned thereto in the Agreement.

Both parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, nonseverable part of said Agreement and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement.

<PAGE>

LETTER AGREEMENT NO 3

1.   AIRCRAFT CONFIGURATION

     The guarantees defined below ("the Guarantees") are applicable to the
     A320-200 Aircraft as described in the Standard Specification referenced
     D 000 02000 Issue 4 dated 30th March 1995 and amended by Specification
     Change Notices ("SCNs") for:

     i)   increase of the Maximum Take-off Weight to 77,000 kg

     ii)  installation of International Aero Engines (IAE) V2527-A5 engines

     hereinafter referred to as "the Specification", and without taking into
     account any further changes thereto as provided in the Agreement.

2.   MISSION FUEL BURN GUARANTEE

     The Aircraft carrying a fixed payload of * over a still air stage distance
     of 700 nautical miles under the conditions defined below the Seller
     guarantees that the trip fuel of the Aircraft shall be not more than *

2.1. The departure airport conditions and the destination airport conditions are
     such as to allow the required take-off weight and landing weight to be used
     without restriction.

2.2. Fixed allowances of * of fuel and of * minutes of time are assumed for
     take-off and initial climb to * pressure altitude with acceleration to
     climb speed.

2.3. Climb from * pressure altitude up to cruise altitude using maximum climb
     thrust, cruise at a pressure altitude of * at a fixed cruise Mach number
     not less than * and descent to * pressure altitude are conducted in ISA+10
     degrees C conditions. Speeds below * pressure altitude shall be * knots
     CAS.

2.4. Fixed allowances of * of fuel and of * minutes of time are assumed for
     approach and landing at destination.

2.5. The stage distance is defined as the distance covered during climb, cruise
     and descent as described in the paragraph 2.3 above.

     The flight time is defined as the time spent during take-off and initial
     climb, climb, cruise, descent and approach and landing as defined in
     paragraphs 2.2, 2.3 and 2.4 above.

     The trip fuel is defined as the fuel burnt during take-off and initial
     climb, climb, cruise, descent and approach and landing as defined in
     paragraphs 2.2, 2.3 and 2.4 above.

<PAGE>

LETTER AGREEMENT NO 3

2.6. At the end of approach and landing * kg of usable fuel shall remain in the
     tanks. This fixed allowance represents the estimated fuel required for:

     a)   Contingency fuel: * flight time

     b)   Missed approach at destination, followed by a diversion in ISA+10
          degrees C conditions over an equivalent still air stage distance of *
          nautical miles, starting and ending at * pressure altitude

     c)   Holding for * minutes at * pressure altitude in ISA+10 degrees C
          conditions

     d)   Approach and landing at alternate.

2.7. The mission fuel burn guarantee is based on a fixed estimated Operating
     Weight Empty (OWE) of *

3.   MISSION PAYLOAD GUARANTEE

     The Aircraft shall be capable of carrying a guaranteed payload not less
     than * over a still air stage distance of * nautical miles (assumed
     representative of the mission CGH to REC with a * headwind) under the
     conditions defined below.

3.1. The departure airport conditions are as follows (assumed representative of
     CGH runway 35L):
          Pressure altitude                             :
          Temperature                                   :
          Available Take-off Run (TOR)                  :
          Available Take-off Distance (TOD)             : *
          Available Accelerate-Stop Distance (ASD)      :
          Runway Slope                                  :
          Wind                                          :
          Obstacles (height/distance from end of TOR)   :
                                                        :
                                                        :
                                                        :

     The destination airport conditions are such as to allow the required
     landing weight to be used without restriction.

3.2. Fixed allowances of * kg of fuel and * minutes of time are assumed for
     take-off and initial climb to * ft above departure airport pressure
     altitude with acceleration to climb speed.

3.3. Climb from * ft above departure airport pressure altitude up to cruise
     altitude using maximum climb thrust, cruise at a pressure altitude of * at
     a fixed cruise Mach number not less than * and descent to * ft pressure
     altitude are conducted in ISA+10 degrees C conditions. Speeds below * ft
     pressure altitude shall be * nots CAS.

<PAGE>

LETTER AGREEMENT NO 3

3.4. Fixed allowances of * kg of fuel and of * minutes of time are assumed for
     approach and landing at destination.

3.5. The stage distance is defined as the distance covered during climb, cruise
     and descent as described in the paragraph 3.3 above.

     The flight time is defined as the time spent during take-off and initial
     climb, climb, cruise, descent and approach and landing as defined in
     paragraphs 3.2, 3.3 and 3.4 above.

     The trip fuel is defined as the fuel burnt during take-off and initial
     climb, climb, cruise, descent and approach and landing as defined in
     paragraphs 3.2, 3.3 and 3.4 above.

3.6. At the end of approach and landing * kg of usable fuel shall remain in the
     tanks. This fixed allowance represents the estimated fuel required for:

     a)   Contingency fuel: * flight time

     b)   Missed approach at destination, followed by a diversion in ISA+1O
          degrees C conditions over an equivalent still air stage distance of *
          nautical miles (assumed representative of REC to NAT), starting and
          ending at * ft pressure altitude above airports

     c)   Holding for * minutes at * ft pressure altitude in ISA+10 degrees C
          conditions

     d)   Approach and landing at alternate.

3.7. The mission payload guarantee exclude any volumetric limitation and is
     based on a fixed estimated Operating Weight Empty (OWE) of * kg.

<PAGE>

LETTER AGREEMENT NO 3

4.   ADDITIONAL PERFORMANCE GUARANTEES

4.1. Take-off

     The Aircraft permissible Take-off Weight shall not be less than * when
     operated in departure airport conditions as defined below (assumed
     representative of CGH runway 35L):

          Pressure altitude
          Temperature
          Available Take-off Run (TOR)
          Available Take-off Distance (TOD) *
          Available Accelerate-Stop Distance (ASD)
          Runway Slope
          Wind
          Obstacles (height / distance from end of TOR)

4.2. Climb

     During a climb performed in ISA+10 degrees C conditions from * pressure
     altitude at an initial gross weight of * kg up to cruise pressure altitude,
     using maximum climb thrust and a speed profile of * with limitation at * kt
     below * ft pressure altitude:

4.2.1. - for a cruise altitude of * ft, the guaranteed fuel burn shall not be
     more than * kg and the guaranteed climb time shall not be more than *
     minutes

4.2.2. - for a cruise altitude of * ft, the guaranteed fuel burn shall not be
     more than * kg and the guaranteed climb time shall not be more
     than * minutes

4.3. Specific Range

4.3.1. The nautical miles per kilogram of fuel at an Aircraft gross weight of *
     kg at a pressure altitude of * ft in ISA+10 degrees C conditions at a true
     Mach number of * shall be not less than * nm/kg.

4.3.2. The nautical miles per kilogram of fuel at an Aircraft gross weight of *
     kg at a pressure altitude of * ft in ISA+10 degrees C conditions at Long
     Range Cruise Mach number shall be not less than * nm/kg.

4.3.3. The nautical miles per kilogaram of fuel at an Aircraft gross weight of *
     kg at a pressure altitude of * ft in ISA+10 degrees C conditions at a true
     Mach number of * shall be not less than * nm/kg.

4.3.4. The nautical miles per kilogram of fuel at an Aircraft gross weight of *
     kg at a pressure altitude of * ft in ISA+10 degrees C conditions at Long
     Range Cruise Mach number shall be not less than * nm/kg.

<PAGE>

LETTER AGREEMENT NO 3

5.   MANUFACTURER'S WEIGHT EMPTY GUARANTEE

     The Seller guarantees a Manufacturer's Weight Empty of not more than *.
     This is the Manufacturer's Weight Empty of the Aircraft as defined in the
     paragraph 1 above, which will be derived from the weighing of the Aircraft
     and is subject to adjustment as defined in paragraph 8 below.

6.   GUARANTEE CONDITIONS

6.1. The performance certification requirements for the Aircraft, except where
     otherwise stated, will be as stated in Section 02 of the Standard
     Specification.

6.2. For the determination of FAR take-off and landing performance a hard level
     dry runway surface with no runway strength limitation, no obstacles, zero
     wind, atmosphere according to ISA, except as otherwise stated, and the use
     of speedbrakes, flaps, associated speeds, landing gear and engines in the
     conditions liable to provide the best results will be assumed.

6.3. When establishing take-off performance no air will be bled from the engines
     for cabin air conditioning or anti-icing.

6.4. Climb, cruise, descent and holding performance elements of the Guarantees
     will include allowances for normal electrical load and for normal engine
     air bleed and power extraction associated with maximum cabin differential
     pressure as defined in Section 21-30.31 of the Specification. Cabin air
     conditioning management during performance demonstration as described in
     paragraph 7.3 below may be such as to optimize the Aircraft performance
     while meeting the minimum air conditioning requirements defined above.
     Unless otherwise stated no air will be bled from the engines for
     anti-icing. Cruise performance are based on a center of gravity position of
     * MAC.

6.5. The engines will be operated using not more than the engine manufacturer's
     maximum recommended outputs for take-off, maximum go-round, maximum
     continuous, maximum climb and cruise for normal operation unless otherwise
     stated.

6.6. Where applicable the Guarantees assume the use of an approved fuel having a
     density of * kg per liter and a lower heating value of * TU/Ib.

<PAGE>

LETTER AGREEMENT NO 3

7.   GUARANTEE COMPLIANCE

7.1. Compliance with the Guarantees shall be demonstrated using operating
     procedures and limitations in accordance with those defined by the
     certifying Airworthiness Authority and by the Seller unless otherwise
     stated.

7.2. Compliance with the take-off and landing elements of the Guarantees will be
     demonstrated with reference to the approved Flight Manual.

7.3. Compliance with those parts of the Guarantees not covered by the
     requirements of the certifying Airworthiness Authority shall be
     demonstrated by calculation based on data obtained during fully
     instrumented flight tests conducted on one (or more, at the Seller's
     discretion) A320-200 aircraft of the same airframe/engine model
     combination as those Aircraft purchased by the Buyer.

7.4. Compliance with the Manufacturer's Weight Empty guarantee shall be
     demonstrated with reference to a weight compliance report which shall
     include a comparison of the actual Manufacturer's Weight Empty and the
     adjusted Specification Manufacturer's Weight Empty.

7.5. Data derived from flight tests will be adjusted as required using
     conventional methods of correction, interpolation or extrapolation in
     accordance with established aeronautical practices to show compliance with
     the Guarantees.

7.6. The Seller undertakes to furnish the Buyer with a report or reports
     demonstrating compliance with the Guarantees at, or as soon as possible
     after, the delivery of each of the Buyer's A320-200 Aircraft.

8.   ADJUSTMENT OF GUARANTEES

8.1. In the event of any change to any law, governmental regulation or
     requirement or interpretation thereof ("rule change") by any governmental
     agency made subsequent to the date of the Agreement and such rule change
     affects the Aircraft configuration or performance or both required to
     obtain certification the Guarantees shall be appropriately modified to
     reflect the effect of any such change.

8.2. The Guarantees apply to the Aircraft as described in paragraph 1 and may be
     adjusted in the event of:

     a)   Any further configuration change which is the subject of a
          Specification Change Notice (SCN)

     b)   Variation in actual weights of items defined in Section 13-10 of the
          Standard Specification

<PAGE>

LETTER AGREEMENT NO 3

9.   EXCLUSIVE GUARANTEES

     The Guarantees are exclusive and are provided in lieu of any and all other
     performance and weight guarantees of any nature which may be stated,
     referenced or incorporated in the Specification or any other document.

10.  UNDERTAKING: REMEDIES

10.1. Should any Aircraft fail to meet any of the guarantees specified in this
     Letter Agreement, the Seller will use its best endeavours, at Seller's cost
     and expense, to correct the deficiency so that the Aircraft comply with the
     guarantee set out herein.

10.2. Should the Seller fail to develop and make available corrective means
     (including but not limited to kits, procedures, increase of design weights)
     of the above said deficiency, then the Seller shall for the concerned
     Aircraft pay to the Buyer by way of liquidated damages upon delivery and,
     subject to Seller's maximum liability set forth hereunder, on the
     anniversary date of the delivery for as long as the deficiency remains, an
     amount of:

10.2.1. * for each kilogram deficient per Aircraft and per year based on the
     higher deficiency expressed in kilograms of the Mission Payload guarantee
     and the Manufacturer's Weight Empty guarantee;

10.2.2. * for each percent deficient per Aircraft and per year based on the
     average deficiency expressed as a percentage of the Specific Range
     guarantees (part of a percent to be prorated);

10.2.3. * for each kilogram in excess per Aircraft and per year based on the
     deficiency expressed in kilograms of the Manufacturer's Weight Empty
     guarantee.

10.3. In the event the Seller develops and makes available corrective means
     mentioned above the Buyer shall reimburse to the Seller the monthly
     prorated portion of the yearly penalty paid by the Seller on account of the
     year during which the corrective means are made available.

10.4. The Seller's maximum liability in respect of deficiency in performance of
     any Aircraft shall be limited to the payment of liquidated damages for a
     period of not more than * years and up to an aggregated value of * for each
     deficient Aircraft, whichever occurs first Payment of liquidated damages
     shall be deemed to settle all claims and remedies the Buyer would have
     against the Seller in respect of performance deficiencies.

<PAGE>

LETTER AGREEMENT NO 3

If the foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this Letter
Agreement to the Seller.

Agreed and Accepted                     Agreed and Accepted

For and on behalf of                    For and on behalf of

TAM - TRANSPORTES AEREOS REGIONAIS      AIRBUS INDUSTRIE


By: /s/                                 By: /s/
    ---------------------------------       ------------------------------------
Its:                                    Its:
     --------------------------------        -----------------------------------


By: /s/                                 By: /s/
    ---------------------------------       ------------------------------------
Its:                                    Its:
     --------------------------------        -----------------------------------

Date: March 19, 1998

<PAGE>

LETTER AGREEMENT NO 4

TAM - TRANSPORTES AEREOS REGIONAIS

Rua Monsenhor Antonio Pepe 94

SAO PAULO - BRAZIL

SUBJECT: OPTION AIRCRAFT

TAM - TRANSPORTES AEREOS REGIONAIS ("the Buyer") and AIRBUS INDUSTRIE ("the
Seller") have entered into a Purchase Agreement ("the Agreement") dated as of
even date herewith which covers the manufacture and the sale by the Seller and
the purchase by the Buyer of the A320 Family Aircraft as described in the
Agreement.

Capitalized terms used herein and not otherwise defined in this Letter Agreement
shall have the meanings assigned thereto in the Agreement.

Both parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, nonseverable part of said Agreement and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement.

<PAGE>

LETTER AGREEMENT NO 4

1.   OPTION AND OPTION EXERCISE

1.1  Option

     The Buyer shall have an option to purchase up to thirty seven (37)
     additional A319 Aircraft (hereinafter called the "Option Aircraft" or
     individually "Option Aircraft No 1 to No 37").

1.2  Option Exercise

     The formal exercise of the Option Aircraft granted to the Buyer in
     accordance with the terms of the present Letter Agreement No 3 shall be
     made by written notice to the Seller from the Buyer at any time during the
     period commencing with the signature hereof and ending on or before the
     first day of the * month preceding the Option Aircraft delivery date.

     In order to be valid, the Seller shall have received in Seller's bank
     account an initial predelivery payment equal to * of the Predelivery
     Payment Reference Price, corresponding to the first Predelivery Payment
     defined in Clause 5.2.1.2 of this Agreement.

     In the event that the Buyer fails to timely exercise the Option Aircraft,
     the Option Aircraft shall lapse and neither party shall have any further
     rights or obligations hereunder as to such lapsed Option Aircraft.

2.   ASSIGNMENT

     The Option Aircraft are personal to the Buyer and cannot be assigned to
     third parties without Seller's prior consent in writing. Such consent shall
     not be unreasonalby withheld.

<PAGE>

LETTER AGREEMENT NO 4

3.   OPTION AIRCRAFT DEFINITION

3.1  Definition

     The Option Aircraft shall be manufactured in accordance with the detailed
     Specification as defined in sub-Clause 1.2 of the Agreement.

3.2  Modifications

     In the event the Seller and the Buyer have agreed to carry out
     modification(s) in accordance with the provisions of Clauses 2 and 7 of the
     Agreement on any Aircraft which is subject of a firm order such
     modification(s) shall, unless otherwise agreed between the parties apply to
     the manufacture of the Option Aircraft with all effects, if any, on price
     and/or delivery resulting therefrom.

4.   DELIVERY OF OPTION AIRCRAFT

     In the event the related Option Aircraft is exercised in accordance with
     the conditions set forth in Paragraph 1.2 hereabove, the Option Aircraft
     will be ready for delivery at the following date:

<TABLE>
<CAPTION>
                      Delivery Date   Aircraft Type
                      -------------   -------------
<S>                   <C>             <C>
- Aircraft No 1....
- Aircraft No 2....
- Aircraft No 3....
- Aircraft No 4....
- Aircraft No 5....
- Aircraft No 6....
- Aircraft No 7....
- Aircraft No 8....
- Aircraft No 9....
- Aircraft No 10...         *
- Aircraft No 11...
- Aircraft No 12...
- Aircraft No 13...
- Aircraft No 14...
- Aircraft No 15...
- Aircraft No 16...
- Aircraft No 17...
- Aircraft No 18...
- Aircraft No 19...
- Aircraft No 20...
</TABLE>

<PAGE>

LETTER AGREEMENT NO 4

<TABLE>
<CAPTION>
                      Delivery Date   Airline Type
                      -------------   -------------
<S>                   <C>             <C>
- Aircraft No 21...
- Aircraft No 22...
- Aircraft No 23...
- Aircraft No 24...
- Aircraft No 25...
- Aircraft No 26...
- Aircraft No 27...
- Aircraft No 28...
- Aircraft No 29...         *
- Aircraft No 30...
- Aircraft No 31...
- Aircraft No 32...
- Aircraft No 33...
- Aircraft No 34...
- Aircraft No 35...
- Aircraft No 36...
- Aircraft No 37...
</TABLE>

5.   OPTION AIRCRAFT PRICE

     The Airframe Basic Price of the Option Aircraft offered hereby will be

                                       *

6.   PAYMENT

     The Buyer shall make predelivery payments, and the Final Contract Price
     shall be paid, pursuant to Clause 5 of the Purchase Agreement with the
     exception however that the amount due according to said Clause upon
     signature of the Purchase Agreement less the amount of * already paid for
     the Option Aircraft) is due upon Buyer's notice to the Seller provided for
     in Paragraph 1.2 hereabove.

7.   VALIDITY

     Unless otherwise agreed to in writing by the parties hereto the general
     terms and conditions of the Purchase Agreement shall apply to the sale of
     each Option Aircraft converted into firm order. Upon the exercise of such
     option the parties shall conclude an amendment to the Purchase Agreement to
     that effect.

<PAGE>

8.   RIGHT OF FIRST REFUSAL

                                       *

<PAGE>

LERTER AGREEMENT NO 4

If the foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this Letter
Agreement to the Seller.

Agreed and Accepted                     Agreed and Accepted

For and on behalf of                    For and on behalf of

TAM - TRANSPORTES AEREOS REGIONAIS      AIRBUS INDUSTRIE


By: /s/                                 By: /s/
    ---------------------------------       ------------------------------------
Its:                                    Its:
     --------------------------------        -----------------------------------


By: /s/                                 By: /s/
    ---------------------------------       ------------------------------------
Its:                                    Its:
     --------------------------------        -----------------------------------

Date: March 19, 1998

<PAGE>

LETTER AGREEMENT NO 5

TAM - TRANSPORTES AEREOS REGIONAIS

Rua Monsenhor Antonio Pepe 94

SAO PAULO - BRAZIL

Subject: PRODUCT SUPPORT SERVICES

TAM - TRANSPORTES AEREOS REGIONAIS ("the Buyer") and AIRBUS INDUSTRIE ("the
Seller") have entered into a Purchase Agreement ("the Agreement") dated as of
even date herewith which covers the manufacture and the sale by the Seller and
the purchase by the Buyer of the A320 Family Aircraft as described in the
Agreement.

Capitalized terms used herein and not otherwise defined in this Letter Agreement
shall have the meanings assigned thereto in the Agreement.

Both parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, nonseverable part of said Agreement and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement.

<PAGE>

LETTER AGREEMENT NO 5

                                       *

<PAGE>

LETTER AGREEMENT NO 5

If the foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this Letter
Agreement to the Seller.

Agreed and Accepted                     Agreed and Accepted

For and on behalf of                    For and on behalf of

TAM - TRANSPORTES AEREOS REGIONAIS      AIRBUS INDUSTRIE


By: /s/                                 By: /s/
    ---------------------------------       ------------------------------------
Its:                                    Its:
     --------------------------------        -----------------------------------


By: /s/                                 By: /s/
    ---------------------------------       ------------------------------------
Its:                                    Its:
     --------------------------------        -----------------------------------

Date: March 19, 1998

<PAGE>

                                                                       Page No 1


LETTER AGREEMENT NO 6

TAM - TRANSPORTES AEREOS REGIONAIS S/A
Rua Monsenhor Antonio Pepe, 94
Parque Jabaquara
SAO PAULO
BRAZIL

Subject: *

TAM ("the Buyer") and AIRBUS INDUSTRIE ("the Seller) have entered into a
Purchase Agreement ("the Agreement") dated as of even date herewith which covers
the manufacture and the sale by the Seller and the purchase by the Buyer of
certain A319-A320-A321 Aircraft as described in the Agreement.

Capitalized terms used herein and not otherwise defined in this Letter Agreement
shall have the meanings assigned thereto in the Agreement. If not otherwise
herein defined any reference to the Net Aircraft Price shall mean an amount
equal to the Final Price of the Aircraft excluding Buyer Furnished Equipment and
net of all available Credit Memoranda of the Seller and the selected Engine
Manufacturer.

<PAGE>

                               [7 pages redacted]

                                       *

<PAGE>

                                                                       Page No 9


Both parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, nonseverable part of said Agreement and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement.

If the foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this Letter
Agreement to the Seller.

Agreed and accepted,                    Agreed and accepted,

For and on behalf of                    For and on behalf of

TAM-TRANSPORTES AEREOS REGIONAIS S/A    AIRBUS INDUSTRIE


By: /s/                                 By: /s/
    ---------------------------------       ------------------------------------
Its:                                    Its:
     --------------------------------        -----------------------------------


By: /s/                                 By: /s/
    ---------------------------------       ------------------------------------
Its:                                    Its:
     --------------------------------        -----------------------------------

Date: March 19, 1998

<PAGE>

LETTER AGREEMENT NO 7

TAM - TRANSPORTES AEREOS REGIONAIS

Rua Monsenhor Antonio Pepe 94

SAO PAULO - BRAZIL

SUBJECT: *

TAM - TRANSPORTES AEREOS REGIONAIS ("the Buyer") and AIRBUS INDUSTRIE ("the
Seller") have entered into a Purchase Agreement ("the Agreement") dated as of
even date herewith which covers the manufacture and the sale by the Seller and
the purchase by the Buyer of the A320 Family Aircraft as described in the
Agreement.

Capitalized terms used herein and not otherwise defined in this Letter Agreement
shall have the meanings assigned thereto in the Agreement.

Both parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, nonseverable part of said Agreement and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement.

<PAGE>

LETTER AGREEMENT NO 7

                                        *

<PAGE>

LETTER AGREEMENT NO 7

If the foregoing correctly sets forth our understanding; please execute two (2)
originals in the space provided below and return one (1) original of this Letter
Agreement to the Seller.

Agreed and Accepted                     Agreed and Accepted

For and on behalf of                    For and on behalf of

TAM - TRANSPORTES AEREOS REGIONAIS      AIRBUS INDUSTRIE



By: /s/                                 By: /s/
    ---------------------------------       ------------------------------------
Its:                                    Its:
     --------------------------------        -----------------------------------




By: /s/                                     /s/
    ---------------------------------       ------------------------------------
Its:
     --------------------------------


Date: March 19, 1998

<PAGE>

LETTER AGREEMENT NO 8

TAM - TRANSPORTES AEREOS REGIONAIS

Rua Monsenhor Antonio Pepe 94

SAO PAULO - BRAZIL

SUBJECT: *

TAM - TRANSPORTES AEREOS REGIONAIS ("the Buyer") and AIRBUS INDUSTRIE ("the
Seller") have entered into a Purchase Agreement ("the Agreement") dated as of
even date herewith which covers the manufacture and the sale by the Seller and
the purchase by the Buyer of the A320 Family Aircraft as described in the
Agreement.

Capitalized terms used herein and not otherwise defined in this Letter Agreement
shall have the meanings assigned thereto in the Agreement.

Both parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, nonseverable part of said Agreement and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement.

<PAGE>

                               [6 pages redacted]

<PAGE>

LETTER AGREEMENT NO 8

If the foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this Letter
Agreement to the Seller.

Agreed and Accepted                     Agreed and Accepted

For and on behalf of                    For and on behalf of

TAM - TRANSPORTES AEREOS REGIONAIS      AIRBUS INDUSTRIE



By: /s/                                 By: /s/
    ---------------------------------       ------------------------------------
Its:                                    Its:
     --------------------------------        -----------------------------------




By: /s/                                 By: /s/
    ---------------------------------       ------------------------------------
Its:                                    Its:
     --------------------------------        -----------------------------------


Date: March 19, 1998

<PAGE>

LETTER AGREEMENT NO 9

TAM - TRANSPORTES AEREOS REGIONAIS

Rua Monsenhor Antonio Pepe 94

SAO PAULO - BRAZIL

SUBJECT: *

TAM - TRANSPORTES AEREOS REGIONAIS ("the Buyer") and AIRBUS INDUSTRIE ("the
Seller) have entered into a Purchase Agreement ("the Agreement") dated as of
even date herewith which covers the manufacture and the sale by the Seller and
the purchase by the Buyer of the A320 Family Aircraft as described in the
Agreement.

Capitalized terms used herein and not otherwise defined in this Letter Agreement
shall have the meanings assigned thereto in the Agreement.

Both parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, nonseverable part of said Agreement and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement.

<PAGE>

LETTER AGREEMENT NO 9

                                       *

<PAGE>

LETTER AGREEMENTS NO 9

If the foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this Letter
Agreement to the Seller.

Agreed and Accepted                     Agreed and Accepted

For and on behalf of                    For and on behalf of

TAM - TRANSPORTES AEREOS REGIONAIS      AIRBUS INDUSTRIE



By: /s/                                 By: /s/
    ---------------------------------       ------------------------------------
Its:                                    Its:
     --------------------------------        -----------------------------------




By: /s/                                 By: /s/
    ---------------------------------       ------------------------------------
Its:                                    Its:
     --------------------------------        -----------------------------------
Date: March 19, 1998


<PAGE>

APPENDIX 1 TO LETTER AGREEMENT NO 9

                                       *

<PAGE>

                                 AMENDMENT NO 1

                                   TO THE A320

                               PURCHASE AGREEMENT

                                     BETWEEN

                                AIRBUS INDUSTRIE
                                  (THE SELLER)

                                       AND

                                     T.A.M.
                          TRANSPORTES AEREOS REGIONAIS
                                   (THE BUYER)

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
CLAUSES   TITLES
-------   ------
<S>       <C>
   1      Scope
   2      Delivery
   3      *
   4      Miscellaneous Provisions
</TABLE>

<PAGE>

                                 AMENDMENT NO 1

                                     TO THE

                             A320 PURCHASE AGREEMENT

This Amendment No 1 is made as of the day of February 16th, 1999 to the A320
Purchase Agreement signed on March 19th, 1998

Between

AIRBUS INDUSTRIE "Groupement d'Interet Economique" duly created and existing
under French law and having its principal office at:

               1, rond-point Maurice Bellonte
               31707 BLAGNAC CEDEX
               FRANCE

(hereinafter referred to as "the Seller") of the one part,

AND

T.A.M. - TRANSPORTES AEREOS REGIONAIS having its principal office at:

               Rua Monsenhor Antonio Pepe, 94
               JD Aeroporto
               CEP - 04357 - 080
               SAO PAULO
               BRAZIL

(hereinafter referred to as "the Buyer") of the other part.

<PAGE>

WHEREAS

A.   The Buyer and the Seller have signed on March 19th, 1998 an A320 Family
     Purchase Agreement (hereinafter referred to as "the Purchase Agreement")
     covering the purchase by the Buyer and the sale by the Seller of thirty
     eight (38) series Aircraft of the A319-100 and A320-200 typo (Aircraft No 1
     to No 38).

B.   The Seller and the Buyer wish to further modify certain terms and
     conditions of the Purchase Agreement with respect to certain Aircraft
     (hereinafter referred to as the "Aircraft").

NOW THEREFORE IT IS AGREED AS FOLLOWS :

<PAGE>

1.   SCOPE

     The scope of this Amendment No 1 is the modification of Clause 9 of the
     Purchase Agreement with respect to the Aircraft No 5, No 6, No 7, No 8 and
     No 10 *

<PAGE>

2.   DELIVERY

     The delivery dates specified in Clause 9 of the Purchase Agreement with
     respect to the Aircraft are respectively replaced by the following:

                                       *

<PAGE>

                                       *

<PAGE>

4.   MISCELLANEOUS PROVISIONS

     If not otherwise expressly stated in this Amendment No 1, the A320 Family
     Purchase Agreement, its Exhibits, Letter Agreements shall apply also to
     this Amendment No 1.

     This Amendment No 1 supersedes any previous understandings, commitments or
     representations whatsoever oral or written with respect to the Aircraft.

     Capitalized terms used herein and not otherwise defined herein shall have
     the meanings assigned thereto in the A320 Family Purchase Agreement, its
     Exhibits and Letter Agreements.

     In the event of any inconsistency between the Purchase Agreement and the
     present Amendment, the latter shall prevail to the extent of said
     inconsistency.

     This Amendment No 1 has been executed in two (2) original specimens which
     are in English.

<PAGE>

IN WITNESS WHEREOF this Amendment No 1 was duly entered into the day and year
first above written.

For and on behalf of                    For and on behalf of

T.A.M.                                  AIRBUS INDUSTRIE
TRANSPORTES AEREOS REGIONAIS


/s/                                     /s/ Michel Dechelotte
-------------------------------------   ----------------------------------------
Name:                                   Name: Michel Dechelotte
Title: Vice President                   Title: Vice President Contract & Pricing


/s/
-------------------------------------
Name:
Title: V.P. Advisor

<PAGE>

LETTER AGREEMENT NO 1

TAM - TRANSPORTES AEREOS REGIONAIS

Rua Monsenhor Antonio Pepe 94
JD AEROPORTO
CEP - 04357 - 080

SAO PAULO - BRAZIL

SUBJECT: A320 - MISCELLANEOUS

Gentlemen,

TAM - TRANSPORTES AEREOS REGIONAIS (the "Buyer") and AIRBUS INDUSTRIE (the
"Seller") have entered into an A320 Amendment No 1 dated as of even date
herewith (the "Amendment" or the "Agreement") which modifies certain terms and
conditions of the Purchase Agreement.

Capitalized terms used herein and not otherwise defined in this Letter Agreement
shall have the meanings assigned thereto in the Agreement.

Both parties agree that this Letter Agreement No 1, upon execution thereof,
shall constitute an integral part of the said Amendment and shall be governed by
all its provisions, as such provisions have been specifically amended pursuant
to this Letter Agreement.

<PAGE>

                               [2 pages redacted]

                                        *

<PAGE>

LETTER AGREEMENT NO 1

If the foregoing correctly sets forth our understanding, please execute the
original and one copy hereof in the space provided herebelow and return
the copy to AIRBUS INDUSTRIE.

Agreed and Accepted                     Very Truly Yours

TAM                                     AIRBUS INDUSTRIE
TRANSPORTES AEREOS REGIONAIS


By: /s/                                 By: /s/ Michel Dechelotte
    ---------------------------------       ------------------------------------
Its: Vice President                     Its: Vice President Contracts & Pricing

Date: 16.02.99                          Date: 16.02.99

<PAGE>

LETTER AGREEMENT NO 2

TAM - TRANSPORTES AEREOS REGIONAIS

Rua Monsenhor Antonio Pepe 94
JD Aeroporto
CEP-04357-080

SAO PAULO - BRAZIL

SUBJECT: A320 - *

Gentlemen,

TAM - TRANSPORTES AEREOS REGIONAIS (the "Buyer") and AIRBUS INDUSTRIE (the
"Seller") have entered into an A320 Amendment No 1 dated as of even date
herewith (the "Amendment" or the "Agreement") which modifies certain terms and
conditions of the Purchase Agreement.

Capitalized terms used herein and not otherwise defined in this Letter Agreement
shall have the meanings assigned thereto in the Agreement.

Both parties agree that this Letter Agreement No 2, upon execution thereof,
shall constitute an integral part of the said Amendment No 1 and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement.

<PAGE>

                               [2 pages redacted]

                                       *
<PAGE>

LETTER AGREEMENT NO 2

If the foregoing correctly sets forth our understanding, please execute the
original and one copy hereof in the space provided herebelow and return the copy
to AIRBUS INDUSTRIE.

Agreed and Accepted                     Very Truly Yours

TAM
TRANSPORTES AEREOS REGIONAIS            AIRBUS INDUSTRIE


By: /s/                                 By: /s/ MICHEL DECHELOTTE
    ---------------------------------       ------------------------------------
Its:  Vice President                    Its: Vice President Contracts of Pricing

Date: 16.02.99                          Date: 16.02.99

<PAGE>

                                [page redacted]

                                       *

<PAGE>

                                 AMENDMENT NO 2

                                   TO THE A320

                               PURCHASE AGREEMENT

                                     BETWEEN

                                AIRBUS INDUSTRIE
                                  (THE SELLER)

                                       AND

                                     T.A.M.
                       TRANSPORTES AEREOS REGIONAIS S. A.
                                   (THE BUYER)


                                   Page No 1/8

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
CLAUSES   TITLES
-------   ------
<S>       <C>
   1      Scope
   2      *
   3      Delivery Dates
   4      Miscellaneous Provisions
</TABLE>


                                   Page No 2/8

<PAGE>

                                 AMENDMENT NO 2

                                     TO THE

                             A320 PURCHASE AGREEMENT

This Amendment No 2 is made as of the 04th day of October 2000 to the A320
Purchase Agreement signed on March 19th, 1998

Between

AIRBUS INDUSTRIE "Groupement d'Interet Economique" duly created and existing
under French law and having its principal office at:

               1, rond-point Maurice Bellonte
               31707 BLAGNAC CEDEX
               FRANCE

(hereinafter referred to as "the Seller") of the one part,

AND

T.A.M. - TRANSPORTES AEREOS REGIONAIS S.A. having its principal office at:

               Rua Monsenhor Antonio Pepe, 94
               JD Aeroporto
               CEP - 04357 - 080

               SAO PAULO

               BRAZIL

(hereinafter referred to as "the Buyer") of the other part.


                                   Page No 3/8

<PAGE>

WHEREAS

A.   The Buyer and the Seller have signed on March 19th, 1998 an A320 Family
     Purchase Agreement (hereinafter referred to as "the Purchase Agreement")
     covering the purchase by the Buyer and the sale by the Seller of thirty
     eight (38) A320 Family Aircraft of the A319-100 and A320-200 type (Aircraft
     No 1 to No 38).

B.   The Buyer and the Seller have on February 16th, 1999 entered into an
     Amendment No 1 (hereinafter referred to as "the Amendment No 1") to the
     A320 Family Purchase Agreement covering changes to the delivery dates of
     some of the Aircraft.

C.   The Seller and the Buyer wish to further modify certain terms and
     conditions of the Purchase Agreement with respect to the type and delivery
     dates of the Aircraft *

NOW THEREFORE IT IS AGREED AS FOLLOWS:


                                   Page No 4/8

<PAGE>

1-   SCOPE

     The scope of this Amendment No 2

                                       *

2-   TYPE AND DELIVERY DATES OF *

     Sub-Clause 9.1 of the Purchase Agreement is therefore cancelled and
     replaced by Sub-Article 9.1 hereof:

QUOTE

     9.1  Delivery Schedule

          Subject to the provisions of Clauses 2, 7, 8, 10 and 18 the Seller
          shall have the Aircraft ready for delivery at the Aircraft final
          assembly line in the following months:

<TABLE>
<CAPTION>
                                  Delivery Date   Aircraft Type
                                  -------------   -------------
<S>                               <C>             <C>
                                        *
</TABLE>


                                   Page No 5/8

<PAGE>

                                       *

UNQUOTE

3-   QUANTITY OF OPTION AIRCRAFT AND *

     The paragraphs 1.1 and 1.2 of the Letter Agreement No 4 of the A320 Family
     Purchase Agreement is therefore cancelled and replaced by the following
     Articles 1.1 and 1.2:

QUOTE

     1.1  Option

          The Buyer shall have an option to purchase up to

                                       *

     1.2  Option Exercise and Rolling Options

          The formal exercise of the Option Aircraft granted to the Buyer in
          accordance with the terms of the present Letter Agreement No 4 (as
          modified) shall be made by written notice to the Seller from the Buyer
          at any time during the period commencing with the signature hereof and
          ending on or before the first day of the * month preceding the Option
          Aircraft delivery date.

          In order to validly exercise am Option, the Seller shall have received
          in Seller's bank account an initial predelivery payment equal to * of
          the Predelivery Payment Reference Price, corresponding to the first
          Predelivery Payment as defined in Article 3 of the Amendment No 1 to
          the Agreement minus the corresponding deposit amounting to * already
          paid by the Buyer as an option fee for each of the * Option Aircraft.


                                  Page No 6/8

<PAGE>

                                       *

UNQUOTE

4-   DELIVERIES OF OPTION AIRCRAFT

     The paragraph 4 of the Letter Agreement No 4 of the A320 Family Purchase
     Agreement is therefore cancelled and replaced by the following:

QUOTE

                                       *

UNQUOTE

5-   MISCELLANEOUS PROVISIONS


                                  Page No 7/8

<PAGE>

     If not otherwise expressly stated in this Amendment No 2, the A320 Family
     Purchase Agreement, its Exhibits and Letter Agreements shall apply also to
     this Amendment No 2.

     This Amendment No 2 supersedes any previous understandings, commitments or
     representations whatsoever oral or written with respect to the matters
     referred to herein.

     Capitalized terms used herein and not otherwise defined herein shall have
     the meanings assigned thereto in the A320 Family Purchase Agreement, its
     Exhibits and Letter Agreements.

     In the event of any inconsistency between the Purchase Agreement and the
     present Amendment the latter shall prevail to the extent of said
     inconsistency.

     This Amendment No 2 has been executed in two (2) original specimens which
     are in English.

IN WITNESS WHEREOF this Amendment No 2 was duly entered into the day and year
first above written.

For and on behalf of                    For and on behalf of

T.A.M.
TRANSPORTES AEREOS REGIONAIS S.A.       AIRBUS INDUSTRIE


/S/ Jose Zaidan Maluf                   /S/ Robillard Francis
-------------------------------------   ----------------------------------------
Name: Jose Zaidan Maluf                 Name: Robillard Francis
Title: Contract Director                Title: Contract Director


                                  Page No 8/8

<PAGE>

                                 AMENDMENT NO 3

                                   TO THE A320

                               PURCHASE AGREEMENT

                                     BETWEEN

                                AIRBUS INDUSTRIE
                                  (THE SELLER)

                                       AND

                                     T.A.M.
                       TRANSPORTES AEREOS REGIONAIS S. A.
                                   (THE BUYER)

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
CLAUSES   TITLES
-------   ------
<S>       <C>
   1      Scope
   2      *
   3      Delivery Dates
   4      Miscellaneous Provisions
</TABLE>

<PAGE>

                                 AMENDMENT NO 3
                                     TO THE
                            A320 PURCHASE AGREEMENT

This Amendment No 3 is made as of the __th day of January 2001 to the A320
Purchase Agreement signed on March 19th, 1998

Between

AIRBUS INDUSTRIE "Groupement d'Interet Economique" duly created and existing
under French law and having its principal office at:

               1, rond-point Maurice Bellonte
               31707 BLAGNAC CEDEX
               FRANCE

(hereinafter referred to as "the Seller") of the one part,

AND

T.A.M. - TRANSPOSES AEREOS REGIONAIS S. A. having its principal office at:

               Rua Monsenhor Antonio Pepe, 94
               JD Aeroporto
               CEP - 04357 - 080

               SAO PAULO

               BRAZIL

(hereinafter referred to as "the Buyer") of the other part.

<PAGE>

WHEREAS

A.   The Buyer and the Seller have signed on March 19th, 1998 an A320 Family
     Purchase Agreement (hereinafter referred to as "the Purchase Agreement")
     covering the purchase by the Buyer and the sale by the Seller of thirty
     eight (38) A320 Family Aircraft of the A319-100 and A320-200 type (Aircraft
     No 1 to No 38).

B.   The Buyer and the Seller have on February 16th, 1999 entered into an
     Amendment No 1 (hereinafter referred to as "the Amendment No 1") to the
     A320 Family Purchase Agreement covering changes to the delivery dates of
     some of the Aircraft.

C.   The Seller and the Buyer have on October 04th, 2000 entered into an
     Amendment No 2 (hereinafter referred to as "the Amendment No 2") to the
     A320 Family Purchase Agreement covering certain terms and conditions of the
     Purchase Agreement with respect to the type and delivery dates of the
     Aircraft

                                        *

D.   The Buyer has notified to the Seller of its decision to convert three (3)
     Option A320-200 Aircraft (Option Aircraft No 1, 2 and 3) into firm
     orders (Firm Aircraft No 39, 40 and 41).

                                        *

NOW THEREFORE IT IS AGREED AS FOLLOWS:

<PAGE>

1-   SCOPE

     The scope of this Amendment No 3

                                        *

2-   TYPE AND DELIVERY DATES OF *

     Sub-Clause 9.1 of the Purchase Agreement is therefore cancelled and
     replaced by Sub-Article 9.1 hereof:

QUOTE

     9.1  Delivery Schedule

          Subject to the provisions of Clauses 2, 7, 8, 10 and 18 the Seller
          shall have the Aircraft ready for delivery at the Aircraft final
          assembly line in the following months:

<TABLE>
<CAPTION>
                           Delivery Date   Aircraft Type
                           -------------   -------------
<S>                        <C>             <C>
                                        *
</TABLE>

<PAGE>

                                        *

UNQUOTE

3-   OPTION AIRCRAFT *

     The paragraphs 1.1 and 1.2 of the Letter Agreement No 4 of the A320 Family
     Purchase Agreement as modified by the Amendment No 2 is therefore cancelled
     and replaced by the following Articles 1.1 and 1.2:

QUOTE

     1.1  OPTION

                                        *

     1.2  OPTION EXERCISE *

          The formal exercise of the Option Aircraft granted to the Buyer in
          accordance with the terms of the present Letter Agreement No 4 (as
          modified) shall be made by written notice to the Seller from the Buyer
          at any time during the period commencing with the signature hereof and
          ending on or before the first day of the * month preceding the Option
          Aircraft delivery date.

          In order to valid an exercise of an Option, the Seller shall have
          received in Seller's bank account an initial predelivery payment equal
          * * of the Predelivery Payment Reference Price, corresponding to the
          first Predelivery Payment as defined in Article 3 of the Amendment No
          1 to the Agreement minus the corresponding deposit amounting to *
          already paid by the Buyer as an option fee for each of the * Option
          Aircraft.

                                        *

<PAGE>

                                        *

          In the event that the Buyer falls to timely exercise its option in
          respect of Option Aircraft, the Option Aircraft shall lapse and
          neither party shall have any further rights or obligations hereunder
          as to such lapsed Option Aircraft.

UNQUOTE

4-   DELIVERIES OF OPTION AIRCRAFT

     The paragraph 4 of the Letter Agreement No 4 of the A320 Family Purchase
     Agreement is therefore cancelled and replaced by the following:

QUOTE

                                        *

UNQUOTE

5-   MISCELLANEOUS PROVISIONS

     If not otherwise expressly stated in this Amendment No 3, the A320
     Family Purchase Agreement, its Exhibits and Letter Agreements shall apply
     also to this Amendment No 3.

<PAGE>

     This Amendment No 3 supersedes any previous understandings, commitments or
     representations whatsoever oral or written with respect to the matters
     referred to herein.

     Capitalized terms used herein and not otherwise defined herein shall have
     the meanings assigned thereto in the A320 Family Purchase Agreement, its
     Exhibits and Letter Agreements.

     In the event of any inconsistency between the Purchase Agreement and the
     present Amendment, the latter shall prevail to the extent of said
     inconsistency.

     This Amendment No 3 has been executed in two (2) original specimens which
     are in English.

IN WITNESS WHEREOF this Amendment No 3 was duly entered into the day and year
first above written.

For and on behalf of                    For and on behalf of

T.A.M.                                  AIRBUS INDUSTRIE
TRANSPORTES AEREOS REGIONAIS S.A.


/s/ Jose Zaidan Maluf                   /s/ Francis Robillard
-------------------------------------   ----------------------------------------
Name: Jose Zaidan Maluf                 Name: Francis Robillard
Title: Contract Director                Title: Contract Director

<PAGE>

                                 AMENDMENT NO 4

                                   TO THE A320

                               PURCHASE AGREEMENT

                                     BETWEEN

                                AIRBUS INDUSTRIE
                                  (THE SELLER)

                                       AND

                                     T.A.M.
                        TRANSPORTES AEREOS REGIONAIS S.A.
                                   (THE BUYER)

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
CLAUSES   TITLES
-------   ------
<S>       <C>
   1      Scope
   2      Type and Delivery Dates *
   3      Miscellaneous Provisions
</TABLE>

<PAGE>

                                 AMENDMENT NO 4
                                     TO THE
                            A320 PURCHASE AGREEMENT

This Amendment No 4 is made as of the 20th day of February 2001 to the A320
Purchase Agreement signed on March 19th, 1998

Between

AIRBUS INDUSTRIE "Groupement d'Interet Economique" duly created and existing
under French law and having its principal office at:

               1, rond-point Maurice Bellonte
               31707 BLAGNAC CEDEX
               FRANCE

(hereinafter referred to as "the Seller") of the one part,

AND

T.A.M. - TRANSPORTES AEREOS REGIONAIS S. A. having its principal office at:

               Rua Monsenhor Antonio Pepe, 94
               JD Aeroporto
               CEP - 04357 - 080

               SAO PAULO

               BRAZIL

(hereinafter referred to as "the Buyer") of the other part.

<PAGE>

WHEREAS

A.   The Buyer and the Seller have signed on March 19th, 1998 an A320 Family
     Purchase Agreement (hereinafter referred to as "the Purchase Agreement")
     covering the purchase by the Buyer and the sale by the Seller of thirty
     eight (38) A320 Family Aircraft of the A319-100 and A320-200 type (Aircraft
     No 1 to No 38).

B.   The Buyer and the Seller have on February 16th, 1999 entered into an
     Amendment No 1 (hereinafter referred to as "the Amendment No 1") to the
     A320 Family Purchase Agreement covering changes to the delivery dates of
     some of the Aircraft.

C.   The Buyer and the Seller have on October 04th, 2000 entered into an
     Amendment No 2 (hereinafter referred to as "the Amendment No 2") to
     the A320 Family Purchase Agreement covering certain terms and (Conditions
     of the Purchase Agreement with respect to the type and delivery dates of
     the

                                       *

D.   The Buyer and the Seller have entered into an Amendment No 3 on January
     18th, 2001 (hereinafter referred to as "the Amendment No 3") to the A320
     Family Purchase Agreement covering the conversion of three (3) Option
     A320-200 Aircraft (Option Aircraft No 1, 2 and 3) into firm orders (Firm
     Aircraft NO 39, 40 and 41)

                                       *

E.   The Buyer have notify the seller of the need to convert

                                       *

NOW THEREFORE IT IS AGREED AS FOLLOWS:

<PAGE>

1-   SCOPE

     The scope of this Amendment No 4 is the

                                       *

2-   TYPE AND DELIVERY DATES OF *

     Sub-Clause 9.1 of the Purchase Agreement is therefore cancelled and
     replaced by Sub-Article 9.1 hereof:

QUOTE

     9.1  Delivery Schedule

          Subject to the provisions of Clauses 2, 7, 8, 10 and 18 the Seller
          shall have the Aircraft ready for delivery at the Aircraft final
          assembly line in the following months:

<TABLE>
<CAPTION>
                              Delivery Date   Aircraft Type
                              -------------   -------------
<S>                           <C>             <C>
                                        *
</TABLE>

<PAGE>

                                        *

UNQUOTE

3-   MISCELLANEOUS PROVISIONS

     If not otherwise expressly stated in this Amendment No 4, the A320 Family
     Purchase Agreement, its Exhibits and Letter Agreements shall apply also to
     this Amendment No 4.

     This Amendment No 4 supersedes any previous understandings, commitments or
     representations whatsoever oral or written with respect to the matters
     referred to herein.

     Capitalized terms used herein and not otherwise defined herein shall have
     the meanings assigned thereto in the A320 Family Purchase Agreement, its
     Exhibits and Letter Agreements.

     In the event of any inconsistency between the Purchase Agreement and the
     present Amendment, the latter shall prevail to the extent of said
     inconsistency.

     This Amendment No 4 has been executed in two (2) original specimens which
     are in English.

IN WITNESS WHEREOF this Amendment No 4 was duly entered into the day and year
first above written.

For and on behalf of                    For and on behalf of

T.A.M.                                  AIRBUS INDUSTRIE
TRANSPOSES AEREOS REGIONAIS S.A.


/s/ Jose Zaidan Maluf                   /s/ Francis Robillard
-------------------------------------   ----------------------------------------
Name: Jose Zaidan Maluf                 Name: Francis Robillard
Title: Contract Director                Title: Contract Director

<PAGE>

                                 AMENDMENT NO 5

                                   TO THE A320

                               PURCHASE AGREEMENT

                                     BETWEEN

                                AIRBUS INDUSTRIE
                                  (THE SELLER)

                                       AND

                                     T.A.M.
                        TRANSPORTES AEREOS REGIONAIS S.A.
                                   (THE BUYER)

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
CLAUSES   TITLES
-------   ------
<S>       <C>
   1      Scope
   2      Type and Delivery Dates of *
   3      Miscellaneous Provisions
</TABLE>

<PAGE>

                                 AMENDMENT NO 5
                                     TO THE
                            A320 PURCHASE AGREEMENT

This Amendment No 5 is made as of the 27th day of April 2001 to the A320
Purchase Agreement signed on March 19th, 1998

Between

AIRBUS INDUSTRIE "Groupement d'Interet Economique" duly created and existing
under French law and having its principal office at:

               1, rond-point Maurice Bellonte
               31707 BLAGNAC CEDEX
               FRANCE

(hereinafter referred to as "the Seller") of the one part,

AND

T.A.M. - TRANSPORTES AEREOS REGIONAIS S.A. having its principal office at:

               Rua Monsenhor Antonio Pepe, 94
               JD Aeroporto
               CEP - 04357 - 080

               SAO PAULO

               BRAZIL

(hereinafter referred to as "the Buyer") of the other part.

<PAGE>

WHEREAS

A.   The Buyer and the Seller have signed on March 19th, 1998 an A320 Family
     Purchase Agreement (hereinafter referred to as "the Purchase Agreement")
     covering the purchase by the Buyer and the sale by the Seller of thirty
     eight (38) A320 Family Aircraft of the A319-100 and A320-200 type (Aircraft
     No 1 to No 38).

B.   The Buyer and the Seller have on February 16th, 1999 entered into an
     Amendment No 1 (hereinafter referred to as "the Amendment No 1") to the
     A320 Family Purchase Agreement covering changes to the delivery dates of
     some of the Aircraft.

C.   The Buyer and the Seller have on October 04th, 2000 entered into an
     Amendment No 2 (hereinafter referred to as "the Amendment No 2") to the
     A320 Family Purchase Agreement covering certain terms and conditions of the
     Purchase Agreement with respect to the type and delivery dates of the

                                       *

D.   The Buyer and the Seller have entered into an Amendment No 3 on January
     18th, 2001 (hereinafter referred to as "the Amendment No 3") to the A320
     Family Purchase Agreement covering the conversion of three (3) Option
     A320-200 Aircraft (Option Aircraft No 1, 2 and 3) into firm orders (Firm
     Aircraft No 39, 40 and 41),

                                       *

E.   The Buyer and the Seller have entered into an Amendment No 4 on February
     20th, 2001 (hereinafter referred to as "the Amendment No 4") to the A320
     Family Purchase Agreement covering

                                       *

F.   In addition to the

                                       *

NOW THEREFORE IT IS AGREED AS FOLLOWS :

<PAGE>

1-   SCOPE

     The scope of this Amendment No 5 *

2-   TYPE AND DELIVERY DATES OF *

     Sub-Clause 9.1 of the Purchase Agreement is therefore cancelled and
     replaced by Sub-Article 9.1 hereof:

QUOTE

     9.1  Delivery Schedule

          Subject to the provisions of Clauses 2, 7, 8, 10 and 18 the Seller
          shall have the Aircraft ready for delivery at the Aircraft final
          assembly line in the following months:

<TABLE>
<CAPTION>
                        Delivery Date   Aircraft Type
                        -------------   -------------
<S>                     <C>             <C>
                                        *
</TABLE>

<PAGE>

                                        *

UNQUOTE

3-   MISCELLANEOUS PROVISIONS

     If not otherwise expressly stated in this Amendment No 5, the A320 Family
     Purchase Agreement, its Exhibits and Letter Agreements shall apply also to
     this Amendment No 5.

     This Amendment No 5 supersedes any previous understandings, commitments or
     representations whatsoever oral or written with respect to the matters
     referred to herein.

     Capitalized terms used herein and not otherwise defined herein shall have
     the meanings assigned thereto in the A320 Family Purchase Agreement, its
     Exhibits and Letter Agreements.

     In the event of any inconsistency between the Purchase Agreement and the
     present Amendment, the latter shall prevail to the extent of said
     inconsistency.

     This Amendment No 5 has been executed in two (2) original specimens which
     are in English.

IN WITNESS WHEREOF this Amendment No 5 was duly entered into the day and year
first above written.

For and on behalf of                    For and on behalf of

T.A.M.                                  AIRBUS INDUSTRIE
TRANSPORTES AEREOS REAIONAIS S.A.


/s/ Jose Zaidan Maluf                   /s/ Francis Robillard
-------------------------------------   ----------------------------------------
Name: Jose Zaidan Maluf                 Name: Francis Robillard
Title: Contract Director                Title: Contract Director

<PAGE>

                                 AMENDMENT NO 6

                                   TO THE A320

                               PURCHASE AGREEMENT

                                     BETWEEN

                                AIRBUS INDUSTRIE
                                  (THE SELLER)

                                       AND

                                     T.A.M.
                       TRANSPORTES AEREOS REGIONAIS S.A.
                                   (THE BUYER)

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
CLAUSES               TITLES
-------               ------
<S>       <C>
   1      Scope
   2      Type and Delivery Dates *
   3      Option aircraft *
   4      Deliveries of option aircraft
   5      Miscellaneous Provisions
</TABLE>

<PAGE>

                                 AMENDMENT NO 6
                                     TO THE
                             A320 PURCHASE AGREEMENT

This Amendment No 6 is made as of the 27th day of July 2001 to the A320 Purchase
Agreement signed on March 19th, 1998

Between

AIRBUS INDUSTRIE "Groupement d'Interet Economique" duly created and existing
under French law and having its principal office at:

               1, rond-point Maurice Bellonte
               31707 BLAGNAC CEDEX
               FRANCE

(hereinafter referred to as "the Seller") of the one part,

AND

T.A.M. - TRANSPOSES AEREOS REGIONAIS S.A. having its principal office at:

               Rua Monsenhor Antonio Pepe, 94
               JD Aeroporto
               CEP-04357 - 080
               SAO PAULO
               BRAZIL

(hereinafter referred to as "the Buyer") of the other part.

<PAGE>

WHEREAS

A.   The Buyer and the Seller have signed on March 19th, 1998 an A320 Family
     Purchase Agreement (hereinafter referred to as "the Purchase Agreement")
     covering the purchase by the Buyer and the sale by the Seller of thirty
     eight (38) A320 Family Aircraft of the A319-100 and A320-200 type (Aircraft
     No 1 to No 38).

B.   The Buyer and the Seller have on February 16th, 1999 entered into an
     Amendment No 1 (hereinafter referred to as "the Amendment No 1") to
     the A320 Family Purchase Agreement covering changes to the delivery dates
     of some of the Aircraft.

C.   The Buyer and the Seller have on October 04th, 2000 entered into an
     Amendment No 2 (hereinafter referred to as "the Amendment No 2") to
     the A320 Family Purchase Agreement covering certain terms and conditions of
     the Purchase Agreement with respect to the type and delivery rates of the

                                        *

D.   The Buyer and the Seller have entered into an Amendment No 3 on
     January 18th, 2001 (hereinafter referred to as "the Amendment No 3")
     to the A320 Family Purchase Agreement covering the conversion of three (3)
     Option A320-200 Aircraft (Option Aircraft No 1, 2 and 3) into firm
     orders (Firm Aircraft No 39, 40 and 41),

                                        *

E.   The Buyer and the Seller have entered into an Amendment No 4 on
     February 20th, 2001 (hereinafter referred to as "the Amendment No 4")
     to the A320 Family Purchase Agreement covering

                                        *

F.   The Buyer and the Seller have entered into an Amendment No 5 on February
     20th, 2001 (hereinafter referred to as "the Amendment No 5") to the
     A320 Family Purchase Agreement covering four

                                        *

<PAGE>

G.   The Buyer has notified to the Seller (on the 28th of May 2001) of its
     decision to

                                        *

NOW THEREFORE IT IS AGREED AS FOLLOWS:

<PAGE>

1-   SCOPE

     The scope of this Amendment No 6 is *

2-   TYPE AND DELIVERY DATES *

     Sub-Clause 9.1 of the Purchase Agreement is therefore cancelled and
     replaced by Sub-Article 9.1 hereof:

QUOTE

     9.1  Delivery Schedule

          Subject to the provisions of Clauses 2, 7, 8, 10 and 18 the Seller
          shall have the Aircraft ready for delivery at the Aircraft final
          assembly line in the following months:

<TABLE>
<CAPTION>
               Delivery Date   Aircraft Type
               -------------   -------------
<S>            <C>             <C>
                                      *
</TABLE>

<PAGE>

                                        *

UNQUOTE

3-   OPTION AIRCRAFT *

     The paragraphs 1.1 and 1.2 of the Letter Agreement No 4 of the A320 Family
     Purchase Agreement as modified by the Amendment No 6 is therefore cancelled
     and replaced by the following Articles 1.1 and 1.2:

QUOTE

     1.1  OPTION

          The Buyer shall have an option to purchase

                                        *

     1.2  OPTION EXERCISE *

          The formal exercise of the Option Aircraft granted to the Buyer in
          accordance with the terms of the present Letter Agreement No 4
          (as modified) shall be made by written notice to the Seller from the
          Buyer at any time during the period commencing with the signature
          hereof and ending on or before the first day of the * month preceding
          the Option Aircraft delivery date.

          In order to valid an exercise of an Option, the Seller shall have
          received in Seller's bank account an initial predelivery payment equal
          to * of the Predelivery Payment Reference Price, corresponding to the
          first Predelivery Payment as defined in Article 3 of the Amendment No
          1 to the Agreement minus the corresponding deposit amounting to *
          already paid by the Buyer as an option fee for each of the * Option
          Aircraft.

                                        *

          In the event that the Buyer falls to timely exercise its option in
          respect of Option Aircraft, the Option Aircraft shall lapse and
          neither party shall

<PAGE>

          have any further rights or obligations hereunder as to such lapsed
          Option Aircraft.

UNQUOTE

4-   DELIVERIES OF OPTION AIRCRAFT

     The paragraph 4 of the Letter Agreement No 4 of the A320 Family Purchase
     Agreement is therefore cancelled and replaced by the following:

QUOTE

                                        *

UNQUOTE

5-   MISCELLANEOUS PROVISIONS

     If not otherwise expressly stated in this Amendment No 6, the A320 Family
     Purchase Agreement, its Exhibits and Letter Agreements shall apply also to
     this Amendment No 6.

     This Amendment No 6 supersedes any previous understandings, commitments or
     representations whatsoever oral or written with respect to the matters
     referred to herein.

     Capitalized terms used herein and not otherwise defined herein shall have
     the meanings assigned thereto in the A320 Family Purchase Agreement, its
     Exhibits and Letter Agreements.

     In the event of any inconsistency between the Purchase Agreement and the
     present Amendment, the latter shall prevail to the extent of said
     inconsistency.

     This Amendment No 6 has been executed in two (2) original specimens which
     are in English.

<PAGE>

IN WITNESS WHEREOF this Amendment No 6 was duly entered into the day and year
first above written.

For and on behalf of                    For and on behalf of

T.A.M.                                  AIRBUS INDUSTRIE
TRANSPORTES AEREOS REGIONAIS S.A.


/s/ Jose Zaidan Maluf                   /s/ Guy Brunon
-------------------------------------   ----------------------------------------
Name: Jose Zaidan Maluf                 Name: Guy Brunon
Title: Contract Director                Title: V.P. Contracts

<PAGE>

                                 AMENDMENT NO 7

                                   TO THE A320

                               PURCHASE AGREEMENT

                                     BETWEEN

                                AIRBUS INDUSTRIE
                                  (THE SELLER)

                                       AND

                                     T.A.M.
                        TRANSPORTES AEREOS REGIONAIS S.A.
                                   (THE BUYER)

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
CLAUSES               TITLES
-------               ------
<S>       <C>
   1      Scope
   2      Type and Delivery Dates *
   3      Option aircraft *
   4      Deliveries of option aircraft
   5      Miscellaneous Provisions
</TABLE>

<PAGE>

                                 AMENDMENT NO 7
                                     TO THE
                             A320 PURCHASE AGREEMENT

This Amendment No 7 is made as of the 08th day of October 2001 to the A320
Purchase Agreement signed on March 19th, 1998

Between

AIRBUS INDUSTRIE. GIE "Groupement d'lnteret Economique" duly created and
existing under French law and having its principal office at:

               1, rond-point Maurice Bellonte

               31707 BLAGNAC CEDEX

               FRANCE

(hereinafter referred to as "the Seller") of the one part,

AND

T.A.M. - TRANSPORTES AEREOS REGIONAIS S.A. having its principal office at:

               Rua Monsenhor Antonio Pepe, 94
               JD Aeroporto
               CEP - 04357 - 080

               SAO PAULO

               BRAZIL

(hereinafter referred to as "the Buyer") of the other part.

<PAGE>

WHEREAS

A.   The Buyer and the Seller have signed on March 19th, 1998 an A320 Family
     Purchase Agreement (hereinafter referred to as "the A320 Family Purchase
     Agreement") covering the purchase by the Buyer and the sale by the Seller
     of thirty eight (38) A320 Family Aircraft of the A319-100 and A320-200 type
     (Aircraft No 1 to No 38).

B.   The Buyer and the Seller have on February 16th, 1999 entered into an
     Amendment No 1 (hereinafter referred to as "the Amendment No 1") to the
     A320 Family Purchase Agreement covering changes to the delivery dates of
     some of the Aircraft.

C.   The Buyer and the Seller have on October 04th, 2000 entered into an
     Amendment No 2 (hereinafter referred to as "the Amendment
     No 2") to the A320 Family Purchase Agreement covering certain terms
     and conditions of the Purchase Agreement with respect to the type and
     delivery dates of the Aircraft *

D.   The Buyer and the Seller have entered into an Amendment No 3 on January
     18th, 2001 (hereinafter referred to as "the Amendment No 3") to the A320
     Family Purchase Agreement covering the conversion of three (3) Option
     A320-200 Aircraft (Option Aircraft No 1, 2 and 3) into firm orders (Firm
     Aircraft No 39, 40 AND 41) *

E.   The Buyer and the Seller have entered into an Amendment No 4 on February
     20th, 2001 (hereinafter referred to as "the Amendment No 4") to the A320
     Family Purchase Agreement covering

                                       *

F.   The Buyer and the Seller have entered into an Amendment No 5 on February
     20th, 2001 (hereinafter referred to as "the Amendment No 5") to the A320
     Family Purchase Agreement covering four * having the similar exchange
     rights.

<PAGE>

G.   The Buyer and the Seller have entered into an Amendment No 6 on February
     20th, 2001 (hereinafter referred to as "the Amendment No 6") to the A320
     Family Purchase Agreement

                                        *

H.   The Buyer has moyified the Seller on the 01st of July 2001 of its dedcision
     to

                                        *

NOW THEREFORE IT IS AGREED AS FOLLOWS:

<PAGE>

1-   SCOPE

     The scope of this Amendment No 7 is *

2-   TYPE AND DELIVERY DATES OF FIRM AIRCRAFT

     Sub-Clause 9.1 of the A320 Family Purchase Agreement is therefore cancelled
     and replaced by Sub-Article 9.1 hereof:

QUOTE

     9.1  Delivery Schedule

          Subject to the provisions of Clauses 2, 7, 8, 10 and 18 the Seller
          shall have the Aircraft ready for delivery at the Aircraft final
          assembly line in the following months:

<TABLE>
<CAPTION>
               Delivery Date   Aircraft Type
               -------------   -------------
<S>            <C>             <C>
                                *
</TABLE>

<PAGE>

                                        *

UNQUOTE

3-   OPTION AIRCRAFT *

     The paragraphs 1.1 and 1.2 of the Letter Agreement No 4 of the A320 Family
     Purchase Agreement as modified by the Amendment No 7 is therefore cancelled
     and replaced by the following Articles 1.1 and 1.2:

QUOTE

     1.1  OPTION

          The Buyer shall have an option to purchase up to additional Aircraft
          (hereinafter called the "Option Aircraft"

                                       *

     1.2  OPTION EXERCISE:

          The formal exercise of the Option Aircraft granted to the Buyer in
          accordance with the terms of the present Letter Agreement No 4 (as
          modified) shall be made by written notice to the Seller from the Buyer
          at any time during the period commencing with the signature hereof and
          ending on or before the first day of the * month preceding the Option
          Aircraft delivery date.

          In order to valid an exercise of an Option, the Seller shall have
          received in Seller's bank account an initial predelivery payment equal
          to * of the Predelivery Payment Reference Price, corresponding to the
          first Predelivery Payment as defined in Clause 5.2.1.2 of the A320
          Family Purchase Agreement minus the corresponding deposit amounting to
          * already paid by the Buyer as an option fee for each of the 18
          Option Aircaft.

                                       *

<PAGE>

          In the event that the Buyer falls to timely exercise its option in
          respect of Option Aircraft, the Option Aircraft shall lapse and
          neither party shall have any further rights or obligations hereunder
          as to such lapsed Option Aircraft

UNQUOTE

4-   DELIVERIES OF OPTION AIRCRAFT

     The paragraph 4 of the Letter Agreement No 4 of the A320 Family Purchase
     Agreement is therefore cancelled and replaced by the following:

QUOTE

                                       *

UNQUOTE

5-   MISCELLANEOUS PROVISIONS

     If not otherwise expressly stated in this Amendment No 7, the A320 Family
     Purchase Agreement, its Exhibits and Letter Agreements shall apply also to
     this Amendment No 7.

     This Amendment No 7 supersedes any previous understandings, commitments or
     representations whatsoever oral or written with respect to the matters
     referred to herein.

     Capitalized terms used herein and not otherwise defined herein shall have
     the meanings assigned thereto in the A320 Family Purchase Agreement, its
     Exhibits and Letter Agreements.

     In the event of any inconsistency between the Purchase Agreement and the
     present Amendment, the latter shall prevail to the extent of said
     inconsistency.

     This Amendment No 7 has been executed in two (2) original specimens which
     are in English.

<PAGE>

IN WITNESS WHEREOF this Amendment No 7 was duly entered into the day and year
first above written.

For and on behalf of                    For and on behalf of

T.A.M.
TRANSPORTES AEREOS REGIONAIS S.A.       AIRBUS INDUSTRIE


/s/ Jose Zaidan Maluf                   /s/ Francis Robillard
-------------------------------------   ----------------------------------------
Name: Jose Zaidan Maluf                 Name: Francis Robillard
Title: Contract Director                Title: Contract Director

<PAGE>

                                 AMENDMENT NO 8

                                  TO THE A320

                               PURCHASE AGREEMENT

                                     BETWEEN

                                     AIRBUS

                                      AND

                                     T.A.M.
                        TRANSPORTES AEREOS REGIONAIS S.A.

<PAGE>

                                 AMENDMENT NO 8
                                     TO THE
                             A320 PURCHASE AGREEMENT

This Amendment No 8 is made as of the 8th day of March 2002 to the A320 Purchase
Agreement signed on March 19th, 1998

Between

AIRBUS GIE a "Groupement d'lnteret Economique" duly created and existing under
French law and having its principal office at:

               1, rond-point Maurice Bellonte
               31707 BLAGNAC CEDEX

               FRANCE

(hereinafter referred to as "THE SELLER") of the one part,

T.A.M. - TRANSPOTES AEREOS REGIONAIS S.A. having its principal office at:

               Rua Monsenhor Antonio Pepe, 94
               JD Aeroporto
               CEP-04357-080

               SAO PAULO

               BRAZIL

(hereinafter referred to as "THE BUYER") of the other part.

<PAGE>

WHEREAS

A.   The Buyer and the Seller have on March 19th, 1998 entered into an A320
     Family Purchase Agreement (hereinafter referred to as "THE A320 FAMILY
     PURCHASE AGREEMENT") covering the purchase by the Buyer and the sale by the
     Seller of thirty eight (38) A320 Family Aircraft (each an "AIRCRAFT) of
     the A319-100 and A320-200 type (Aircraft No 1 to No 38).

B.   The Buyer and the Seller have on February 16th, 1999 entered into an
     Amendment No 1 (hereinafter referred to as "AMENDMENT NO 1) to the A320
     Family Purchase Agreement covering changes to the delivery dates of some of
     the Aircraft.

C.   The Buyer and the Seller have on October 04th, 2000 entered into an
     Amendment No 2 (hereinafter referred to as "AMENDMENT NO 2") to the A320
     Family Purchase Agreement covering certain terms and conditions of the A320
     Family Purchase Agreement with respect to the type and delivery dates of
     the Aircraft

                                        *

D.   The Buyer and the Seller have entered into an Amendment No 3 on January
     18th, 2001 (hereinafter referred to as "AMENDMENT NO 3") to the A320 Family
     Purchase Agreement covering the conversion of three (3) Option A320-200
     Aircraft (Option Aircraft No 1, 2 and 3) into firm orders (Firm Aircraft No
     39, 40 and 41)

                                       *

E.   The Buyer and the Seller have entered into an Amendment No 4 on February
     20th, 2001 (hereinafter referred to as "AMENDMENT NO 4") to the A320 Family
     Purchase Agreement covering

                                       *

F.   The Buyer and the Seller have entered into an Amendment No 5 on March 19th,
     2001 (hereinafter referred to as "AMENDMENT NO 5") to the A320 Family
     Purchase Agreement covering

                                       *

<PAGE>

G.   The Buyer and the Seller have entered into an Amendment No 6 on July 27th,
     2001 (hereinafter referred to as "AMENDMENT NO 6") to the A320 Family
     Purchase Agreement

                                       *

H.   The Buyer and the Seller have entered into an Amendment No 7 on September
     06th, 2001 (hereinafter referred to as "AMENDMENT NO 7") to the A320 Family
     Purchase Agreement covering

                                       *

NOW THEREFORE IT IS AGREED AS FOLLOWS:

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
CLAUSES   TITLES
-------   ------
<S>       <C>
    1     Scope
    2
    3
    4
    5
    6     *
    7
    8
    9     Delivery Dates
   10     *
   11     Termination
   12     Miscellaneous Provisions
</TABLE>

<PAGE>

1-   SCOPE

     The scope of this Amendment No 8 is

                               [6 pages redacted]

                                        *

<PAGE>

11-  TERMINATION

     It is expressly agreed between the parties that any of the following events
     will constitute a termination event, enabling the Seller to terminate the
     A320 Family Purchase Agreement by written notice to the Buyer:

     (a)  Buyer is in default in respect of any of its material obligations
          pursuant to the A320 Family Purchase Agreement;

     (b)  Buyer is in default in respect of any of its material obligations
          under any financing provided to Buyer by Seller, its affiliates or
          subsidiaries.

12-  MISCELLANEOUS PROVISIONS

     This Amendment No 8 shall be without prejudice to Seller's rights under the
     A320 Family Purchase Agreement, at law and/or otherwise in the event of any
     default under the A320 Family Purchase Agreement.

     If not otherwise expressly stated in this Amendment No 8, the A320 Family
     Purchase Agreement, its Exhibits and Letter Agreements shall apply also to
     this Amendment No 8.

     This Amendment No 8 supersedes any previous understandings, commitments or
     representations whatsoever oral or written with respect to the matters
     referred to herein.

     Capitalized terms used herein and not otherwise defined herein shall have
     the meanings assigned thereto in the A320 Family Purchase Agreement, its
     Exhibits and Letter Agreements.

     In the event of any inconsistency between the Purchase Agreement and the
     present Amendment, the latter shall prevail to the extent of said
     inconsistency.

<PAGE>

This Amendment No 8 has been executed in two (2) original specimens which are in
English.

IN WITNESS WHEREOF this Amendment No. 8 to the A320 Family Purchase Agreement
was duly entered into the day and year first above written.

For and on behalf of                    For and on behalf of

T.A.M.                                  AIRBUS
TRANSPORTSES AEREOS REGIONAIS S. A.


/s/ Jose Zaidan Maluf                   /s/ Christian Scherer
-------------------------------------   ----------------------------------------
Name: Jose Zaidan Maluf                 Name: Christian Scherer
Title: Contract Director                Title: Senior Vice-President
                                               Transactions and Control
                                               Deputy Head of Commercial

<PAGE>

                                   APPENDIX A

                                        *

                                   APPENDIX B

                                        *

<PAGE>

                                   APPENDIX C

                                        *

<PAGE>

                                 AMENDMENT NO 9

                                   TO THE A320

                               PURCHASE AGREEMENT

                                     BETWEEN

               AIRBUS GIE (FORMERLY KNOWN AS AIRBUS INDUSTRIE GIE)

                                       AND

                                     T.A.M.
                        TRANSPORTES AEREOS REGIONAIS S.A.

<PAGE>

                                 AMENDMENT NO 9
                                     TO THE
                             A320 PURCHASE AGREEMENT

This Amendment No 9 is made as of the 26th day of April 2002 to the A320
Purchase Agreement signed on March 19th, 1998

Between

AIRBUS GIE (formerly known as Airbus Industrie GIE), having its principal office
at:

               1, rond-point Maurice Bellonte
               31707 BLAGNAC CEDEX

               FRANCE

(hereinafter referred to as "THE SELLER") of the one part,

AND

T.A.M. - TRANSPORTES AEREOS REGIONAIS S.A. having its principal office at:

               Rua Monsenhor Antonio Pepe, 94
               JD Aeroporto
               CEP-04357-080

               SAO PAULO

               BRAZIL

(hereinafter referred to as "THE BUYER") of the other part.

<PAGE>

WHEREAS

A.   The Buyer and the Seller have on March 19th, 1998 entered into an A320
     Family Purchase Agreement (hereinafter referred to as THE A320 FAMILY
     PURCHASE AGREEMENT") covering the purchase by the Buyer and the sale by the
     Seller of thirty eight (38) A320 Family Aircraft (each an "AIRCRAFT") of
     the A319-100 and A320-200 type (Aircraft No 1 to No 38).

B.   The Buyer and the Seller have on February 16th, 1999 entered into an
     Amendment No 1 (hereinafter referred to as "AMENDMENT NO 1") to
     the A320 Family Purchase Agreement covering changes to the delivery dates
     of some of the Aircraft.

C.   The Buyer and the Seller have on October 04th, 2000 entered into an
     Amendment No 2 (hereinafter referred to as "AMENDMENT NO 2") to
     the A320 Family Purchase Agreement covering certain terms and conditions of
     the A320 Family Purchase Agreement with respect to the type and delivery
     dates of the * Aircraft

                                        *

D.   The Buyer and the Seller have entered into an Amendment No 3 on
     January 18th, 2001 (hereinafter referred to as "AMENDMENT NO 3") to
     the A320 Family Purchase Agreement covering the conversion of three (3)
     Option A320-200 Aircraft (Option Aircraft No 1, 2 and 3) into firm
     orders (Firm Aircraft No 39, 40 and 41),

                                        *

E.   The Buyer and the Seller have entered into an Amendment No 4 on February
     20th, 2001 (hereinafter referred to as "AMENDMENT NO 4") to the A320 Family
     Purchase Agreement covering

                                        *

F.   The Buyer and the Seller have entered into an Amendment No 5 on March 19th,
     2001 (hereinafter referred to as "AMENDMENT NO 5") to the A320 Family
     Purchase Agreement covering

                                        *

<PAGE>

G.   The Buyer and the seller have entered into an Amendment No 6 on July 27th,
     2001 (hereinafter referred to as "AMENDMENT NO 6") to the A320 Family
     Purchase Agreement covering the conversion of one (1) Option A320-200
     Aircraft (Option Aircraft No 4) into a firm order (Firm Aircraft No 42),

                                        *

H.   The Buyer and the Seller have entered into an Amendment No 7 on September
     06th, 2001 (hereinafter referred to as "AMENDMENT NO 7") TO the A320 Family
     Purchase Agreement

                                        *

I.   The Buyer and the Seller have entered into an Amendment No 8 on April
     08th, 2002 (hereinafter referred to as "AMENDMENT No 8") to the A320
     Family Purchase Agreement covering the advancement two (2) A319 delivery
     slots from February and April 2004 to May 2002

                                        *

NOW THEREFORE IT IS AGREED AS FOLLOWS:

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
CLAUSES   TITLES
-------   ------
<S>       <C>
   1      Scope
   2      Delivery Dates
   3      Miscellaneous Provisions
</TABLE>

<PAGE>

1-   SCOPE

     The scope of this Amendment No 9 is to confirm the agreement by the
     Seller and the Buyer

                                       *

2-   DELIVERY DATES

                                       *

<PAGE>

3-   MISCELLANEOUS PROVISIONS

     This Amendment No 9 shall be without prejudice to Seller's rights under the
     A320 Family Purchase Agreement, at law and/or otherwise in the event of any
     default under the A320 Family Purchase Agreement.

     If not otherwise expressly stated in this Amendment No 9, the A320 Family
     Purchase Agreement, its Exhibits and Letter Agreements shall apply also to
     this Amendment No 9.

     This Amendment No 9 supersedes any previous understandings, commitments or
     representations whatsoever oral or written with respect to the matters
     referred to herein.

     Capitalized terms used herein and not otherwise defined herein shall have
     the meanings assigned thereto in the A320 Family Purchase Agreement, its
     Exhibits and Letter Agreements.

     In the event of any inconsistency between the Purchase Agreement and the
     present Amendment, the latter shall prevail to the extent of said
     inconsistency.

This Amendment No 9 has been executed in two (2) original specimens which are in
English.

IN WITNESS WHEREOF this Amendment NO 9 to the A320 Family Purchase Agreement was
duly entered into the day and year first above written.

For and on behalf of                    For and on behalf of

T.A.M.                                  AIRBUS
TRANSPORTES AEREOS REGIONAIS S.A.


/s/ Jose Zaidan Maluf                   /s/ Guy Brunon
-------------------------------------   ----------------------------------------
Name: Jose Zaidan Maluf                 Name: Guy Brunon
Title: Contract Director                Title: V.P.Contracts

<PAGE>

                                 AMENDMENT NO 10

                                   TO THE A320

                               PURCHASE AGREEMENT

                                     BETWEEN

            AIRBUS S.N.C. (FORMERLY KNOWN AS AIRBUS INDUSTRIE G I E)

                                       AND

                          T.A.M. - LINHAS AEREAS S. A.
          (FORMERLY KNOWN AS TAM - TRANSPORTES AEREOS MERIDIONAIS S.A.)

<PAGE>

                                 AMENDMENT NO 10
                                     TO THE
                             A320 PURCHASE AGREEMENT

This Amendment No 10 is made as of the ___th day of April 2004 to the A320
Purchase Agreement signed on March 19th, 1998

Between

AIRBUS S.N.C. (formerly known as Airbus Industrie GIE), having its principal
office at:

               1, rond-point Maurice Bellonte
               31707 BLAGNAC CEDEX

               FRANCE

(hereinafter referred to as "THE SELLER") of the one part,

AND

T.A.M. - LINHAS AEREAS S.A. (formerly TAM - TRANSPORTES AEREOS MERIDIONAIS S.A).
as successor of TAM - TRANSPORTES AEREOS REGIONAIS S.A, having its principal
office at:

               Avenida Jurandir, 856, 40 andar, Lote 4,
               CEP 04072 - 000, Jardim CECI
               SAO PAULO - SP

               BRAZIL

(herein after referred to as "THE BUYER") of the other part.

<PAGE>

WHEREAS

A.   The Buyer and the Seller have on March 19th, 1998 entered into an A320
     Family Purchase Agreement (hereinafter referred to as "THE A320 FAMILY
     PURCHASE AGREEMENT") covering the purchase by the Buyer and the sale by the
     Seller of thirty eight (38) A320 Family Aircraft (each an "AIRCRAFT") of
     the A319-100 and A320-200 type (Aircraft No 1 to No 38).

B.   The Buyer and the Seller have on February 16th, 1999 entered into an
     Amendment No 1 (hereinafter referred to as "AMENDMENT NO 1") to the A320
     Family Purchase Agreement covering changes to the delivery dates of some of
     the Aircraft.

C.   The Buyer and the Seller have on October 04th, 2000 entered into an
     Amendment No 2 (hereinafter referred to as "AMENDMENT NO 2") to the A320
     Family Purchase Agreement covering certain terms and conditions of the A320
     Family Purchase Agreement with respect to the type and delivery dates of
     the ____ Aircraft

                                        *

D.   The Buyer and the Seller have entered into an Amendment No 3 on January
     18th, 2001 (hereinafter referred to as "AMENDMENT NO 3") to the A320 Family
     Purchase Agreement covering the conversion of three (3) Option A320-200
     Aircraft (Option Aircraft No 1, 2 and 3) into firm orders (Firm Aircraft No
     39, 40 and 41),

                                        *

E.   The Buyer and the Seller have entered into an Amendment No 4 on February
     20th, 2001 (hereinafter referred to as "AMENDMENT NO 4") to the A320 Family
     Purchase Agreement covering

                                        *

F.   The Buyer and the Seller have entered into an Amendment No 5 on March 19th,
     2001 (hereinafter referred to as "AMENDMENT NO 5") to the A320 Family
     Purchase Agreement covering

                                        *

<PAGE>

G.   The Buyer and the Seller have entered into an Amendment No 6 on July 27th,
     2001 (hereinafter referred to as "AMENDMENT NO 6") to the A320 Family
     Purchase Agreement

                                        *

H.   The Buyer and the Seller have entered into an Amendment No 7 on September
     06th, 2001 (hereinafter referred to as "AMENDMENT NO 7") to the A320 Family
     Purchase Agreement

                                        *

I.   The Buyer and the Seller have entered into an Amendment No 8 on April 08th,
     2002 (hereinafter referred to as "AMENDMENT NO 8") to the A320 Family
     Purchase Agreement covering the advancement of two (2) A319 delivery slots
     from February and April 2004 to May 2002

                                        *

J.   The Buyer and the Seller have entered into an Amendment No 9 on April 26th,
     2002 (hereinafter referred to as "AMENDMENT NO 9") to the A320 Family
     Purchase Agreement covering the change of the type and delivery dates of

                                        *

NOW THEREFORE IT IS AGREED AS FOLLOWS:

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
CLAUSES   TITLES
-------   ------
<S>       <C>
   1      Scope
   2      Aircraft Configuration
   3      Landing Performance Guarantee at Santos
          Dumont Airport (SDU)
   4      Guarantee Conditions
   5      Guarantee Compliance
   6      Adjustment of the Guarantees
   7      Undertaking Remedies
   8      Miscellaneous Provisions
</TABLE>

<PAGE>

1    SCOPE

     The scope of this Amendment No 10 is to describe the improved
     performance guarantee due to the embodiment of the lift Improvement Package
     ("UP") on some A320-232 Aircraft powered by International Aero Engines
     (IAE) V2527-A5 engines and operated by the Buyer.

2    AIRCRAFT CONFIGURATION

     The guarantee defined below ("the Guarantee") is applicable to the A320-232
     Aircraft powered by International Aero Engines (IAE) V2527-A5 engines and
     equipped with the Lift Improvement Package ("LIP") according to the
     Retrofit Modification Offer ("RMO") TAM 0312-03-04.

3    LANDING PERFORMANCE GUARANTEE AT SANTOS DUMONT (SDU)

     The FAR Aircraft permissible Landing Weight when operated in airport
     conditions as defined below (assumed representative of of SDU runway 20L):

          Pressure Attitude
          Temperature
          Available Landing Distance (LDA)   *
          Runway Slope
          Wind

     shall not be less than a guaranteed value of:

3.1  * kg on dry runway
3.2  * kg on wet runway.

4    GUARANTEE CONDITIONS

4.1  The performance certification requirements for the Aircraft, except where
     otherwise stated, will be as stated in Section 02 of the Standard
     Specification.

4.2  For the determination of FAR landing performance a hard level runway with
     Porous Friction Course ("PFC") surface, with no runway strength limitation,
     no obstacles, zero wind, atmosphere according to ISA, except as otherwise
     stated, and the use of speed brakes, flaps, associated speeds, landing gear
     and engines in the conditions liable to provide the best results will be
     assumed.

<PAGE>

5    GUARANTEE COMPLIANCE

5.1  Compliance with the Guarantees shall be demonstrated using operating
     procedures and limitations in accordance with those defined by the
     certifying Airworthiness Authority and by the Seller unless otherwise
     stated.

5.2  Compliance with the landing elements of the Guarantees will be demonstrated
     with reference to the approved Flight Manual.

5.3  Data derived from flight tests will be adjusted as required using
     conventional methods of correction, interpolation or extrapolation in
     accordance with established aeronautical practices to show compliance with
     the Guarantees.

5.4  The Seller undertakes to furnish the Buyer with a report or reports
     demonstrating compliance with the Guarantee at, or as soon as possible
     after, the installation of the LIP on the first of the Buyer's A320-232
     Aircraft.

6    ADJUSTMENT OF GUARANTEES

6.1  In the event of any change to any law, governmental regulation or
     requirement or interpretation thereof ("rule change") by any governmental
     agency made subsequent to the date of the Agreement and such rule change
     affects the Aircraft configuration or performance or both required to
     obtain certification the Guarantees shall be appropriately modified to
     reflect the effect of any such change.

6.2  The Guarantees apply to the Aircraft as described in paragraph 2 and may be
     adjusted in the event of any further configuration change which is the
     subject of a SCN/RMO.

7    UNDERTAKING REMEDIES

7.1  Should any Aircraft fail to meet any of the guarantee specified in this
     Amendment No 10 to the Purchase Agreement, the Seller will use its
     reasonable endeavours, at Seller's cost and expense, to correct the
     deficiency so that the Aircraft comply with the guarantee set out herein.

7.2  Should the Seller fail to develop and make available corrective means
     (including but not limited to kits, procedures) of the above said
     deficiency, then the Seller shall for the concerned Aircraft pay to the
     Buyer by way of liquidated damages upon delivery and, subject to Seller's
     maximum liability set forth hereunder, on the anniversary date of the
     delivery for as long as the deficiency remains, an amount of 58 US$ (FIFTY
     EIGHT US Dollars) for each kilogram deficient per Aircraft and per year
     based on the deficiency expressed in kilograms of the Landing performance
     guarantee.

<PAGE>

7.3  In the event the Seller develops and makes available corrective means
     mentioned above the Buyer shall reimburse to the Seller the monthly
     prorated portion of the yearly penalty paid by the Seller on account of the
     year during which the corrective means are made available.

7.4  The Seller's maximum liability in respect of deficiency in performance of
     any Aircraft shall be limited to the payment of liquidated damages for a
     period of not more than * and up to an aggregated value of * for each
     deficient Aircraft, whichever occurs first. Payment of liquidated damages
     shall be deemed to settle all claims and remedies the Buyer would have
     against the Seller in respect of landing performance deficiencies.

8.   MISCELLANEOUS PROVISIONS

     This Amendment No 10 shall be without prejudice to Seller's rights
     under the A320 Family Purchase Agreement, at law and/or otherwise in the
     event of any default under the A320 Family Purchase Agreement.

     If not otherwise expressly stated in this Amendment No 10, the A320
     Family Purchase Agreement, its Exhibits and Letter Agreements shall apply
     also to this Amendment No 10.

     This Amendment No 10 supersedes any previous understandings,
     commitments or representations whatsoever oral or written with respect to
     the matters referred to herein.

     Capitalized terms used herein and not otherwise defined herein shall have
     the meanings assigned thereto in the A320 Family Purchase Agreement, its
     Exhibits and Letter Agreements.

     In the event of any inconsistency between the Purchase Agreement and the
     present Amendment, the latter shall prevail to the extent of said
     inconsistency.

This Amendment No 10 has been executed in two (2) original specimens which
are in English.

IN WITNESS WHEREOF this Amendment No 10 to the A320 Family Purchase
Agreement was duly entered into the day and year first above written.

For and on behalf of                    For and on behalf of

T.A.M. - LINHAS AEREAS S.A.             AIRBUS S.N.C.


/s/ Jose Zaidan Maluf
-------------------------------------   ----------------------------------------
Name: Jose Zaidan Maluf                 Name:
Title: Contract Director                       ---------------------------------
                                        Title:
                                               ---------------------------------

<PAGE>

                                 AMENDMENT NO 11

                                   TO THE A320

                               PURCHASE AGREEMENT

                                     BETWEEN

           AIRBUS S. N. C. (FORMERLY KNOWN AS AIRBUS INDUSTRIE G I E)

                                       AND

                           T.A.M. - LINHAS AEREAS S.A.
          (FORMERLY KNOWN AS TAM - TRANSPORTES AEREOS MERIDIONAIS S.A.)

<PAGE>

                                 AMENDMENT NO 11
                                     TO THE
                            A320 PURCHASE AGREEMENT

This Amendment No 11 is made as of the ____th day of April 2004 to the A320
Purchase Agreement signed on March 19th, 1998

Between

AIRBUS S.N.C. (formerly known as Airbus Industrie GIE), having its principal
office at

               1, rond-point Maurice Bellonte
               31707 BLAGNAC CEDEX

               FRANCE

(hereinafter referred to as "THE SELLER") of the one part,

AND

T.A.M.- LINHAS AEREAS S.A. (formerly TAM - TRANSPORTES
AEREOS MERIDIONAIS S.A). as successor of TAM -TRANSPORTES
AEREOS
REGIONAIS S.A, having its principal office at:

               Avenida Jufandir, 856,40 andar, Lote 4,
               CEP 04072 - 000, Jardim CECI
               SAO PAULO - SP

               BRAZIL

(herein after referred to as "THE BUYER") of the other part.

<PAGE>

WHEREAS

A.   The Buyer and the Seller have on March 19th, 1998 entered into an A320
     Family Purchase Agreement (hereinafter referred to as "THE A320 FAMILY
     PURCHASE AGREEMENT") covering the purchase by the Buyer and the sale by the
     Seller of thirty eight (38) A320 Family Aircraft (each an "AIRCRAFT") of
     the A319-100 and A32O-20O type (Aircraft No 1 to No 38).

B.   The Buyer and the Seller have on February 16th, 1999 entered into an
     Amendment NO 1 (hereinafter referred to as "AMENDMENT NO 1") to the
     A320 Family Purchase Agreement covering changes to the delivery dates of
     some of the Aircraft.

C.   The Buyer and the Seller have on October 04th, 2000 entered into an
     Amendment No 2 (hereinafter referred to as "AMENDMENT NO 2") to
     the A320 Family Purchase Agreement covering certain terms and conditions of
     the A320 Family Purchase Agreement with respect to the type and delivery
     dates of the * Aircraft

                                       *

D.   The Buyer and the Seller have entered into an Amendment No 3 on January
     18th, 2001 (hereinafter referred to as "AMENDMENT NO 3") to the A320 Family
     Purchase Agreement covering the conversion of three (3) Option A320-200
     Aircraft (Option Aircraft No 1, 2 and 3) into firm orders (Firm Aircraft No
     39, 40 and 41),

                                       *

E.   The Buyer and the Seller have entered into an Amendment No 4 on February
     20th, 2001 (hereinafter referred to as "AMENDMENT NO 4") to the A320 Family
     Purchase Agreement covering

                                       *

F.   The Buyer and the Seller have entered into an Amendment No 5 ON March 19th,
     2001 (hereinafter referred to as "AMENDMENT NO 5") to the A320 Family
     Purchase Agreement covering

                                       *

<PAGE>

G.   The Buyer and the Seller have entered into an Amendment No 6 on July
     27th, 2001 (hereinafter referred to as "AMENDMENT NO 6") tO The A320
     Family Purchase Agreement covering

                                       *

H.   The Buyer and the Seller have entered into an Amendment No 7 on
     September 06th, 2001 (hereinafter referred to as "AMENDMENT NO 7") to
     the A320 Family Purchase Agreement

                                       *

I.   The Buyer and the Seller have entered into an Amendment No 8 on April
     08th, 2002 (hereinafter referred to as "AMENDMENT NO 8") tO the A320 Family
     Purchase Agreement covering the advancement of two (2) A319 delivery slots
     from February and April 2004 to May 2002

                                       *

J.   The Buyer and the Seller have entered into an Amendment No 9 on April 26th,
     2002 (hereinafter referred to as "AMENDMENT NO 9") to the A320 Family
     Purchase Agreement covering the change of the type and delivery dates of

                                       *

<PAGE>

K.   The Buyer and the Seller have entered into an Amendment No 10 on April
     ___th, 2004 (hereinafter referred to as "AMENDMENT NO 10") to the A320
     Family Purchase Agreement covering

                                        *

NOW THEREFORE IT IS AGREED AS FOLLOWS:

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
CLAUSES            TITLES
-------            ------
<S>       <C>
   1      Scope
   2      Delivery Dates
   3      *
   4      Miscellaneous Provisions
</TABLE>
<PAGE>

1-   SCOPE

     The scope of this Amendment No 11 is to confirm the agreement by the Seller
     and the Buyer to convert the delivery dates of

                                        *

2-   DELIVERY DATES

QUOTE

9.1  Delivery Schedule

     Subject to the provisions of Clauses 2, 7, 8, 10 and 18 the Seller shall
     have the Aircraft ready for delivery at the Aircraft final assembly line in
     the following months:

<TABLE>
Aircraft Contractual Rank   Delivery Date   MSN   Aircraft Type
-------------------------   -------------   ---   -------------
<S>                         <C>             <C>   <C>
                                  *

</TABLE>
<PAGE>

                                        *

UNQUOTE

                                        *

4-   MISCELLANEOUS PROVISIONS

     This Amendment No 11 shall be without prejudice to Seller's rights
     under the A320 Family Purchase Agreement, at law and/or otherwise in the
     event of any default under the A320 Family Purchase Agreement.

     If not otherwise expressly stated in this Amendment No 11, the A320
     Family Purchase Agreement, its Exhibits and Letter Agreements shall apply
     also to this Amendment No 11.

     This Amendment No 11 supersedes any previous understandings, commitments or
     representations whatsoever oral or written with respect to the matters
     referred to herein.

     Capitalized terms used herein and not otherwise defined herein shall have
     the meanings assigned thereto in the A320 Family Purchase Agreement, its
     Exhibits and Letter Agreements.

     In the event of any inconsistency between the Purchase Agreement and the
     present Amendment, the latter shall prevail to the extent of said
     inconsistency.

<PAGE>

     This Amendment No 11 has been executed in two (2) original specimens which
     are in English.

     IN WITNESS WHEREOF this Amendment No 11 to the A320 Family Purchase
     Agreement was duly entered into the day and year first above written.

For and on behalf of                    For and on behalf of

T.A.M. - LINHAS AEREAS S.A.             AIRBUS S.N.C.


/s/ Jose Zaidan Maluf
-------------------------------------   ----------------------------------------
Name: Jose Zaidan Maluf                 Name:
Title: Contract Director                      ----------------------------------
                                        Title:
                                               ---------------------------------

<PAGE>

                                 AMENDMENT NO 12

                                   TO THE A320

                               PURCHASE AGREEMENT

                                     BETWEEN

            AIRBUS S.A.S. (FORMERLY KNOWN AS AIRBUS INDUSTRIE G I E)

                                       AND

                             TAM-LINHAS AEREAS S.A.
          (FORMERLY KNOWN AS TAM - TRANSPORTES AEREOS MERIDIONAIS S.A.)

<PAGE>

                                 AMENDMENT NO 12
                                     TO THE
                             A320 PURCHASE AGREEMENT

This Amendment No 12 is made as of the 16th day of June 2005 to the A320
Purchase Agreement signed on March 19th, 1998

Between

AIRBUS S.A.S. (formerly known as Airbus Industrie GIE), having its principal
office at:
               1, rond-point Maurice Bellonte
               31707 BLAGNAC CEDEX

               FRANCE

(hereinafter referred to as "THE SELLER") of the one part,

AND

TAM- LINHAS AEREAS S.A. (formerly TAM - TRANSPORTES
AEREOS MERIDIONAIS S.A). as successor of TAM -TRANSPORTES AEREOS
REGIONAIS S.A, having its principal office at:

               Avenida Jurandir, 856, 40 andar, Lote 4,
               CEP 04072 - 000, Jardim CECI
               SAO PAULO - SP

               BRAZIL

(herein after referred to as "THE BUYER") of the other part.

<PAGE>

WHEREAS

A.   The Buyer and the Seller have on March 19th, 1998 entered into an A320
     Family Purchase Agreement (hereinafter referred to as "THE A320 FAMILY
     PURCHASE AGREEMENT") covering the purchase by the Buyer and the sale by the
     Seller of thirty eight (38) A320 Family Aircraft (each an "AIRCRAFT") of
     the A319-100 and A320-200 type (Aircraft No 1 to No 38).

B.   The Buyer and the Seller have on February 16th, 1999 entered into an
     Amendment No 1 (hereinafter referred to as "AMENDMENT NO 1") to the A320
     Family Purchase Agreement covering changes to the delivery dates of some of
     the Aircraft.

C.   The Buyer and the Seller have on October 04th, 2000 entered into an
     Amendment No 2 (hereinafter referred to as "AMENDMENT NO 2") to the A320
     Family Purchase Agreement covering certain terms and conditions of the A320
     Family Purchase Agreement with respect to the type and delivery dates of
     the * Aircraft

                                        *

D.   The Buyer and the Seller have entered into an Amendment No 3 on January
     18th, 2001 (hereinafter referred to as "AMENDMENT N0 3") to the A320 Family
     Purchase Agreement covering the conversion of three (3) Option A320-200
     Aircraft (Option Aircraft No 1, 2 and 3) into firm orders (Firm Aircraft No
     39, 40 and 41),

                                       *

E.   The Buyer and the Seller have entered into an Amendment No 4 on February
     20th, 2001 (hereinafter referred to as "AMENDMENT NO 4") to the A320 Family
     Purchase Agreement covering

                                       *

F.   The Buyer and the Seller have entered into an Amendment No 5 on March 19th,
     2001 (hereinafter referred to as "AMENDMENT NO 5") to the A320 Family
     Purchase Agreement covering

                                       *

G.   The Buyer and the Seller have entered into an Amendment No 6 on July 27th,
     2001 (hereinafter referred to as "AMENDMENT NO 6") to the A320 Family
     Purchase Agreement covering

                                       *

<PAGE>

H.   The Buyer and the Seller have entered into an Amendment No 7 on September
     06, 2001 (hereinafter referred to as "AMENDMENT NO 7") to the A320 Family
     Purchase Agreement

                                        *

I.   The Buyer and the Seller have entered into an Amendment No 8 on April 08th,
     2002 (hereinafter referred to as "AMENDMENT NO 8") to the A320 Family
     Purchase Agreement covering the advancement of two (2) A319 delivery slots
     from February and April 2004 to May 2002

                                       *

J.   The Buyer and the Seller have entered into an Amendment No 9 on April 26th,
     2002 (hereinafter referred to as "AMENDMENT NO 9") to the A320 Family
     Purchase Agreement covering the change of the type and delivery dates of

                                       *

K.   The Buyer and the Seller have entered into an Amendment No 10 on April
     08th, 2004 (hereinafter referred to as "AMENDMENT NO 10") to the A320
     Family Purchase Agreement covering.

                                       *

L.   The Buyer and the Seller have entered into an Amendment No 11 on April
     08th, 2004 (hereinafter referred to as "AMENDMENT NO 11") to the A320
     Family Purchase Agreement covering the change of the delivery dates of the

                                       *

NOW THEREFORE IT IS AGREED AS FOLLOWS:

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
CLAUSES            TITLES
-------            ------
<S>       <C>

   1      Scope

   2

   3

   4

   5

   6      *

   7

   8

   9

   10

   11

   12     Miscellaneous Provisions
</TABLE>

<PAGE>

1-   SCOPE

     The scope of this Amendment No 12 is to record the agreement of the Buyer
     and the Seller;

                                       *

<PAGE>

                               [33 pages redacted]

                                       *
<PAGE>

This Amendment No 12 has been executed in two (2) original specimens which are
in English.

IN WITNESS WHEREOF this Amendment No 12 to the A320 Family Purchase Agreement
was duly entered into the day and year first above written.

For and on behalf of                    For and on behalf of

TAM - LINHAS AEREAS S.A.                AIRBUS S.A.S.


/s/                                     /s/
-------------------------------------   ----------------------------------------
Name:                                   Name:
      -------------------------------         ----------------------------------
Title:                                  Title:
       ------------------------------          ---------------------------------


WITNESS                                 WITNESS


                                        /s/
-------------------------------------   ----------------------------------------
Name:                                   Name:
      -------------------------------         ----------------------------------
Title:                                  Title:
       ------------------------------          ---------------------------------

<PAGE>

                                 AMENDMENT NO 13

                                   TO THE A320

                               PURCHASE AGREEMENT

                                     BETWEEN

             AIRBUS S.A.S. (FORMERLY KNOWN AS AIRBUS INDUSTRIE GIE)

                                       AND

                            TAM - LINHAS AEREAS S.A.
          (FORMERLY KNOWN AS TAM - TRANSPORTES AEREOS MERIDIONAIS S.A.)

<PAGE>

                                 AMENDMENT NO 13
                                     TO THE
                            A320 PURCHASE AGREEMENT

This Amendment No 13 is made as of the 16th day of June 2005 to the A320
Purchase Agreement signed on March 19th, 1998

Between

AIRBUS S.A.S. (formerly known as Airbus Industrie GIE), having its principal
office at:

               1, rond-point Maurice Bellonte
               31707 BLAGNAC CEDEX
               FRANCE

(hereinafter referred to as "THE SELLER") of the one part,

AND

TAM- LINHAS AEREAS S.A. (formerly TAM - TRANSPORTES AEREOS MERIDIONAIS S.A), as
successor of TAM - TRANSPORTES AEREOS REGIONAIS S.A, having its principal office
at:

               Avenida Jurandir, 856, 40 andar, Lote 4,
               CEP 04072 - 000, Jardim CECI
               SAO PAULO - SP
               BRAZIL

(herein after referred to as "THE BUYER") of the other part.

<PAGE>

WHEREAS

A.   The Buyer and the Seller have on March 19th, 1998 entered into an A320
     Family Purchase Agreement (hereinafter referred to as THE A320 FAMILY
     PURCHASE AGREEMENT") covering the purchase by the Buyer and the sale by the
     Seller of thirty eight (38) A320 family Aircraft (each an "AIRCRAFT") of
     the A319-100 and A320-200 type (Aircraft No 1 to No 38).

B.   The Buyer and the Seller have on February 16th, 1999 entered into an
     Amendment No 1 (hereinafter referred to as "AMENDMENT NO 1") to the A320
     Family Purchase Agreement covering changes to the delivery dates of some of
     the Aircraft.

C.   The Buyer and the Seller have on October 04th, 2000 entered into an
     Amendment No 2 (hereinafter referred to as "AMENDMENT NO 2") to the A320
     Family Purchase Agreement covering certain terms and conditions of the A320
     Family Purchase Agreement with respect to the type and delivery dates of
     the * Aircraft

                                       *

D.   The Buyer and the Seller have entered into an Amendment No 3 on January
     18th, 2001 (hereinafter referred to as "AMENDMENT NO 3") to the A320 Family
     Purchase Agreement covering the conversion of three (3) Option A320-200
     Aircraft (Option Aircraft No 1, 2 and 3) into firm orders (Firm Aircraft No
     39, 40 and 41),

                                       *

E.   The Buyer and the Seller have entered into an Amendment No 4 on February
     20th, 2001 (hereinafter referred to as "AMENDMENT NO 4") to the A320 Family
     Purchase Agreement covering

                                       *

F.   The Buyer and the Seller have entered into an Amendment No 5 on March 19th,
     2001 (hereinafter referred to as "AMENDMENT NO 5") to the A320 Family
     Purchase Agreement covering

                                       *

G.   The Buyer and the Seller have entered into an Amendment No 6 on July 27th,
     2001 (hereinafter referred to as "AMENDMENT NO 6") to the A320 Family
     Purchase Agreement covering

                                       *

<PAGE>

H.   The Buyer and the Seller have entered into an Amendment No 7 on September
     06th, 2001 (hereinafter referred to as "AMENDMENT NO 7") to the A320 Family
     Purchase Agreement

                                       *

I.   The Buyer and the Seller have entered into an Amendment No 8 on April 08th,
     2002 (hereinafter referred to as "AMENDMENT NO 8") to the A320 Family
     Purchase Agreement covering the advancement of two (2) A319 delivery slots
     from February and April 2004 to May 2002

     (ii)                               *

J.   The Buyer and the Seller have entered into an Amendment No 9 on April 26th,
     2002 (hereinafter referred to as "AMENDMENT NO 9") to the A320 Family
     Purchase Agreement covering the change of the type and delivery dates of

                                       *

K.   The Buyer and the Seller have entered into an Amendment No 10 on April
     08th, 2004 (hereinafter referred to as "AMENDMENT NO 10") to the A320
     Family Purchase Agreement covering

                                       *

L.   The Buyer and the Seller have entered into an Amendment No 11 on April
     08th, 2004 (hereinafter referred to as "AMENDMENT NO 11") to the A320
     Family Purchase Agreement covering the change of the delivery dates of the

                                       *

M.   The Buyer and the Seller have entered into an Amendment No 12 on June 16th,
     2005 (hereinafter referred to as "AMENDMENT NO 12") to the A320 Family
     Purchase Agreement covering

<PAGE>

                                       *

NOW THEREFORE IT IS AGREED AS FOLLOWS:

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
CLAUSES   TITLES
-------   ------
<S>       <C>
1         Scope
2         * Delivery Dates
3
4         *
5
6
7
8
9         Option Rights
10        *
11
12        Miscellaneous Provisions
</TABLE>

<PAGE>

1-   SCOPE

     The scope of this Amendment No 13 is to amend certain provisions of the
     A320 Family Purchase Agreement,

                                       *

2-   * AIRCRAFT DELIVERY DATED

     Sub-Clause 9.1 of the A320 Family Purchase Agreement is hereby cancelled
     and replaced by the following:

QUOTE

9.1  Delivery Schedule

     Subject to the provisions of Clauses 2, 7, 8, 10 and 18 the Seller shall
     have the Aircraft ready for delivery at the Aircraft final assembly line in
     the following months:

<TABLE>
<CAPTION>
Aircraft Contractual Rank   Delivery Date   MSN   Aircraft Type
-------------------------   -------------   ---   -------------
<S>                         <C>             <C>   <C>
                            *
</TABLE>

<PAGE>

                               [7 pages redacted]

                                       *
<PAGE>

                                       *

12   MISCELLANEOUS PROVISIONS

     This Amendment No 13 shall be without prejudice to the rights of the Seller
     and the Buyer under the A320 Family Purchase Agreement, at law and/or
     otherwise. If not otherwise expressly stated in this Amendment No 13, the
     A320 Family Purchase Agreement, its Exhibits and Letter Agreements shall
     apply also to this Amendment No 13.

     This Amendment No 13 supersedes any previous understandings, commitments or
     representations whatsoever oral or written with respect to the matters
     referred to herein.

     Capitalized terms used herein and not otherwise defined herein shall have
     the meanings assigned thereto in the A320 Family Purchase Agreement, its
     Exhibits and Letter Agreements.

     In the event of any inconsistency between the A320 Family Purchase
     Agreement and the present Amendment No 13, the latter shall prevail to the
     extent of said inconsistency.

<PAGE>

This Amendment No 13 has been executed in two (2) original specimens which are
in English.

IN WITNESS WHEREOF this Amendment No 13 to the A320 Family Purchase Agreement
was duly entered into the day and year first above written.

For and on behalf of                    For and on behalf of

TAM - LINHAS AEREAS S.A.                AIRBUS S.A.S.


/s/                                     /s/
-------------------------------------   ----------------------------------------
Name:                                   Name:
      -------------------------------         ----------------------------------
Title:                                  Title:
       ------------------------------          ---------------------------------


WITNESS                                 WITNESS


                                        /s/
-------------------------------------   ----------------------------------------
Name:                                   Name:
      -------------------------------         ----------------------------------
Title:                                  Title:
       ------------------------------          ---------------------------------

<PAGE>

                        EXHIBIT A TO THE AMENDMENT NO 13

The seller have developed AIRMAN software dedicated to maintenance operation for
new aircraft equipped with on-board monitoring function. The three major
functions of AIRMAN are line maintenance, hangar maintenance and engineering.

With license reference GCS/062.0037/02-issue 3 * TAM aircraft are scheduled to
be connected in June / July 05 for a duration of * years.

                                       *