AIRCRAFT GENERAL
TERMS  AGREEMENT

    


    BETWEEN

    


    AIRBUS
S.A.S.

    


    as
Seller

    


    A N D

    


    CHINA SOUTHERN AIRLINES
COMPANY LIMITED

    


    as
Buyer

    


    AND

    


    CHINA SOUTHERN AIRLINES
GROUP IMPORT AND EXPORT TRADING CORP., LTD.

    


    As
Consenting Party

    


    Buyer's
reference: 09SIES1033FR

    


    Seller's
reference: CT0803291

     

    
      Private
& Confidential

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    CONTENTS

    


    
      
        
          
            	
                    CLAUSES

                  	 
      	
                    TITLES

                  
	 
      	 
      	 
      
	
                    0

                  	 
      	
                    DEFINITIONS
      AND INTERPRETATION

                  
	 
      	 
      	 
      
	
                    1

                  	 
      	
                    SCOPE

                  
	 
      	 
      	 
      
	
                    2

                  	 
      	
                    SPECIFICATION

                  
	 
      	 
      	 
      
	
                    3

                  	 
      	
                    PRICES

                  
	 
      	 
      	 
      
	
                    4

                  	 
      	
                    PRICE
      REVISION

                  
	 
      	 
      	 
      
	
                    5

                  	 
      	
                    PAYMENTS

                  
	 
      	 
      	 
      
	
                    6

                  	 
      	
                    MANUFACTURE
      PROCEDURE - 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
      AND COPYRIGHT INDEMNITY

                  
	 
      	 
      	 
      
	
                    14

                  	 
      	
                    TECHNICAL
      DATA AND SOFTWARE SERVICES

                  
	 
      	 
      	 
      
	
                    15

                  	 
      	
                    SELLER
      REPRESENTATIVE SERVICES

                  
	 
      	 
      	 
      
	
                    16

                  	 
      	
                    TRAINING
      SUPPORT AND SERVICES

                  
	 
      	 
      	 
      
	
                    17

                  	 
      	
                    EQUIPMENT
      SUPPLIER PRODUCT SUPPORT

                  
	 
      	 
      	 
      
	
                    18

                  	 
      	
                    BUYER
      FURNISHED EQUIPMENT

                  
	 
      	 
      	 
      
	
                    19

                  	 
      	
                    INDEMNIFICATION
      AND INSURANCE

                  
	 
      	 
      	 
      
	
                    20

                  	 
      	
                    TERMINATION

                  
	 
      	 
      	 
      
	
                    21

                  	 
      	
                    ASSIGNMENTS
      AND TRANSFERS

                  
	 
      	 
      	 
      
	
                    22

                  	 
      	
                    MISCELLANEOUS
      PROVISIONS

                  


          

        

      

    

    


    ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

    


    
      	
              AGTA
      CSN 2009

            	
              Foreword  -
      Page 2/4

            
	
              CT0803291

            	
              Private
      & Confidential

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    CONTENTS

    


    
      
        
          
            	
                    EXHIBITS

                  	 
      	
                    TITLES

                  
	 
      	 
      	 
      
	
                    Exhibit
      A

                  	 
      	
                    SPECIFICATION
      (included via the relevant Purchase Agreement)

                  
	 
      	 
      	 
      
	
                    Exhibit
      B

                  	 
      	
                    FORM
      OF SPECIFICATION CHANGE NOTICE

                  
	 
      	 
      	 
      
	
                    Exhibit
      C

                  	 
      	
                    AIRFRAME
      PRICE REVISION FORMULA (included via the relevant Purchase
      Agreement)

                  
	 
      	 
      	 
      
	
                    Exhibit
      D

                  	 
      	
                    FORM
      OF CERTIFICATE OF ACCEPTANCE

                  
	 
      	 
      	 
      
	
                    Exhibit
      E

                  	 
      	
                    FORM
      OF BILL OF SALE

                  
	 
      	 
      	 
      
	
                    Exhibit
      F

                  	 
      	
                    SERVICE
      LIFE POLICY - LIST OF ITEMS

                  
	 
      	 
      	 
      
	
                    Exhibit
      G

                  	 
      	
                    TECHNICAL
      DATA INDEX

                  
	 
      	 
      	 
      
	
                    Exhibit
      H

                  	 
      	
                    MATERIAL
      SUPPLY AND SERVICES

                  
	 
      	 
      	 
      
	
                    Exhibit
      I

                  	 
      	
                    LICENSES
      AND ON-LINE
SERVICES

                  


          

        

      

    

    


    ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

    


    
      	
              AGTA
      CSN 2009

            	
              Foreword  -
      Page 3/4

            
	
              CT0803291

            	
              Private
      & Confidential

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    AIRCRAFT GENERAL TERMS
AGREEMENT

    


    This
aircraft general terms agreement (the "AGTA") is made as
of                                         ,
2010.

    


    BETWEEN:

    


    AIRBUS S.A.S., a société par actions
simplifiée, created and existing under French law having its registered
office at 1 Rond-Point Maurice Bellonte, 31707 Blagnac-Cedex, France and
registered with the Toulouse Registre du Commerce under
number RCS Toulouse 383 474 814 (the "Seller"),

    


    and

    


    CHINA SOUTHERN AIRLINES COMPANY
LIMITED, a company organised under the laws of the People's Republic of
China having its principal place of business at Bai Yun Airport, Guangzhou
510405, People's Republic of China, (the “Buyer”),

    


    and

    


    CHINA SOUTHERN AIRLINES GROUP IMPORT
AND EXPORT TRADING CORP., LTD., formerly known as CHINA SOUTHERN AIRLINES
(GROUP) IMPORT AND EXPORT TRADING CORPORATION, having its principal
office at Bai Yun Airport, Guangzhou 510405, People's Republic of China (the
"Consenting
Party").

    


    The
Seller, the Buyer and the Consenting Party referred together as the “Parties”
and each a “Party”.

    


    WHEREAS the Seller and the
Buyer, with the consent of the Consenting Party, wish to agree on the general
terms and conditions which shall govern certain Purchase Agreements for
Aircraft  (as defined in Clause 0) between them on or after the date
hereof.

    


    NOW
THEREFORE IT IS AGREED AS FOLLOWS:

    


    ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

    


    
      	
              AGTA
      CSN 2009

            	
              Foreword  -
      Page 4/4

            
	
              CT0803291

            	
              Private
      & Confidential

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
              0

            	
              DEFINITIONS AND
      INTERPRETATION

            


    

    


    
      	
              0.1

            	
              In
      addition to words and terms elsewhere defined in this AGTA, the initially
      capitalised words and terms used in this AGTA shall have the meaning set
      out below.

            


    

    


    
      
        	
                Affiliate

              	 
      	
                means
      with respect to any person or entity, any other person or entity directly
      or indirectly controlling, controlled by or under common control with such
      person or entity.

              
	 
      	 
      	 
      
	
                AirbusSpares

              	 
      	
                has
      the meaning set forth in Part 3 of Exhibit I.

              
	 
      	 
      	 
      
	
                AirbusWorld

              	 
      	
                has
      the meaning set forth in Part 2 of Exhibit I.

              
	 
      	 
      	 
      
	
                Aircraft

              	 
      	
                means
      an Airbus A320 family, A330 family or A340 family model aircraft including
      the Airframe, the Propulsion Systems, and any part, component, furnishing
      or equipment installed on the Aircraft on Delivery under the terms and
      conditions of the relevant Purchase Agreement.

              
	 
      	 
      	 
      
	
                Aircraft
      Base Price

              	 
      	
                has
      the meaning set out in Clause 3.2

              
	 
      	 
      	 
      
	
                Aircraft
      Price Revision

              	 
      	 
      
	
                Formula

              	 
      	
                is
      set out in the relevant Purchase Agreement.

              
	 
      	 
      	 
      
	
                Aircraft
      Training Services

              	 
      	
                means
      any flight support services including but not limited to any and all
      training courses, flight training, flight assistance, line training, line
      assistance and more generally all flights of any kind performed by the
      Seller, its agents, employees or subcontractors, and maintenance support,
      maintenance training (including Practical Training), training support of
      any kind performed on aircraft and provided to the Buyer pursuant to the
      relevant Purchase Agreement.

              
	 
      	 
      	 
      
	
                Airframe

              	 
      	
                means
      the Aircraft excluding the Propulsion Systems.

              
	 
      	 
      	 
      
	
                Airframe
      Base Price

              	 
      	
                has
      the meaning set out in Clause 3.1.1

              
	 
      	 
      	 
      
	
                Airframe
      Price Revision

              	 
      	 
      
	
                Formula

              	 
      	
                is
      set out in the relevant Purchase Agreement.

              
	 
      	 
      	 
      
	
                Aviation
      Authority

              	 
      	
                means
      when used in respect of any jurisdiction the government entity, which
      under the laws of such jurisdiction has control over civil aviation or the
      registration, airworthiness or operation of aircraft in such
      jurisdiction.

              
	 
      	 
      	 
      
	
                Balance
      of Final Price

              	 
      	
                has
      the meaning set out in Clause 5.4.1.

              
	 
      	 
      	 
      
	
                Base
      Price

              	 
      	
                means
      (i) the sum of the Airframe Base Price and the Propulsion Systems Base
      Price or (ii) the Aircraft Base Price as the case may
  be.

              
	 
      	 
      	 
      
	
                Bill
      of Sale

              	 
      	
                has
      the meaning set out in Clause
9.2.2.

              


      

    

    


    ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

    


    
      	
              AGTA
      CSN 2008

            	
              Clause
      0  - Page 1/4

            
	
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      & Confidential

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          	
                  Business
      Day

                	 
      	
                  means
      a day, other than a Saturday or a Sunday, on which business of the kind
      contemplated by the relevant Purchase Agreement is carried on in France,
      in Germany and in the Buyer’s country or, where used in relation to a
      payment, which is a day on which banks are open for business in France, in
      Germany, in the Buyer's country and in New York, as
      appropriate.

                
	
                  Buyer
      Furnished

                	 
      	 
      
	
                  Equipment

                	 
      	
                  has
      the meaning set out in Clause 18.1.1.

                
	 
      	 
      	 
      
	
                  Certificate
      of Acceptance

                	 
      	
                  has
      the meaning set out in Clause 8.3.

                
	 
      	 
      	 
      
	
                  Chinese
      Delivery Location

                	 
      	
                  means
      the Seller’s facility in Tianjin, People’s Republic of
    China

                
	 
      	 
      	 
      
	
                  Contractual
      Definition

                	 
      	 
      
	
                  Freeze
      or CDF

                	 
      	
                  has
      the meaning set out in Clause 2.4.2

                
	 
      	 
      	 
      
	
                  Customization
      Milestones

                	 
      	 
      
	
                  Chart

                	 
      	
                  has
      the meaning set out in Clause 2.4.1

                
	 
      	 
      	 
      
	
                  DDU

                	 
      	
                  Delivered
      Duty Unpaid, according to the International Commercial Terms (Incoterms),
      published by International Chamber of Commerce

                
	 
      	 
      	 
      
	
                  Default
      Rate

                	 
      	
                  means
      the rate of Default Interest as defined in Clause 5.7.

                
	 
      	 
      	 
      
	
                  Delivery

                	 
      	
                  means
      the transfer of title to the Aircraft from the Seller to the Buyer in
      accordance with Clause 9.

                
	 
      	 
      	 
      
	
                  Delivery
      Date

                	 
      	
                  means
      the date on which Delivery shall occur.

                
	 
      	 
      	 
      
	
                  Delivery
      Location

                	 
      	
                  means
      the European Delivery Location or the Chinese Delivery Location as
      applicable.

                
	 
      	 
      	 
      
	
                  European
      Delivery

                	 
      	 
      
	
                  Location

                	 
      	
                  means
      the facilities of the Seller at the location of the final assembly of the
      Aircraft currently in Blagnac, France or in Hamburg,
    Germany.

                
	 
      	 
      	 
      
	
                  Excusable
      Delay

                	 
      	
                  has
      the meaning set out in Clause 10.1.

                
	 
      	 
      	 
      
	
                  Export
      Airworthiness

                	 
      	 
      
	
                  Certificate

                	 
      	
                  means
      an export certificate of airworthiness or an equivalent document issued by
      a European Aviation Authority.

                
	 
      	 
      	 
      
	
                  Final
      Price

                	 
      	
                  has
      the meaning set out in Clause 3.1.3 or 3.2.2 as
  appropriate

                
	 
      	 
      	 
      
	
                  General
      Terms and

                	 
      	 
      
	
                  Conditions
      or GTC

                	 
      	
                  means
      the General Terms and Conditions of Access to and Use of AirbusWorld set
      forth in Part 4 to Exhibit
I.

                


        

      

    

     

    ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

    


    
      	
              AGTA
      CSN 2008

            	
              Clause
      0  - Page 2/4

            
	
              CT0803291

            	
              Private
      & Confidential

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Goods
      and Services

                              	 
      	
                                means
      any goods and services that may be purchased by the Buyer from the Seller
      as listed in the Seller’s relevant customer services catalogue, excluding
      all aircraft models.

                              
	
                                Gross
      Negligence

                              	 
      	
                                means
      any act or omission done with intent to cause damage or recklessly and
      with knowledge that damage would probably result.

                              
	 
      	 
      	 
      
	
                                Ground
      Training Services

                              	 
      	
                                means
      all training courses performed in classrooms (classical or Airbus CBT
      courses), full flight simulator sessions, fixed base simulator sessions,
      field trips and any other services provided to the Buyer on the ground
      pursuant to the relevant Purchase Agreement, and which are not Aircraft
      Training Services.

                              
	 
      	 
      	 
      
	
                                Manufacture
      Facilities

                              	 
      	
                                means
      the various manufacture facilities of the Seller, its Affiliates or any
      sub-contractor where the Airframe or its parts are manufactured or
      assembled.

                              
	 
      	 
      	 
      
	
                                Manufacturer
      Specification

                              	 
      	 
      
	
                                Change
      Notice or MSCN

                              	 
      	
                                has
      the meaning set out in Clause 2.2.2.1.

                              
	 
      	 
      	 
      
	
                                Material

                              	 
      	
                                has
      the meaning set out in Clause 1.2 of Exhibit H.

                              
	 
      	 
      	 
      
	
                                Non-Excusable
      Delay

                              	 
      	
                                has
      the meaning set out in Clause 11.1.

                              
	 
      	 
      	 
      
	
                                Predelivery
      Payment

                              	 
      	
                                means
      the payment(s) determined in accordance with Clause
5.3.

                              
	 
      	 
      	 
      
	
                                Propulsion
      Systems

                              	 
      	
                                has
      the meaning set out in Clause 2.3.

                              
	 
      	 
      	 
      
	
                                Propulsion
      Systems Base

                              	 
      	 
      
	
                                Price

                              	 
      	
                                means
      the price of a set of Propulsion Systems as set out in Clause
      3.1.2.

                              
	 
      	 
      	 
      
	
                                Propulsion
      Systems

                              	 
      	 
      
	
                                Reference
      Price

                              	 
      	
                                means
      the reference price of a set of Propulsion Systems as set out in the
      relevant Purchase Agreement.

                              
	 
      	 
      	 
      
	
                                Propulsion
      Systems

                              	 
      	 
      
	
                                Manufacturer

                              	 
      	
                                means
      the manufacturer of the Propulsion Systems as set out in the relevant
      Purchase Agreement.

                              
	 
      	 
      	 
      
	
                                Propulsion
      Systems Price

                              	 
      	 
      
	
                                Revision
      Formula

                              	 
      	
                                is
      set out as an attachment to the relevant Purchase
    Agreement.

                              
	 
      	 
      	 
      
	
                                Purchase
      Agreement

                              	 
      	
                                means
      a purchase agreement for Aircraft between the Buyer and the Seller which
      incorporates the terms and conditions of this AGTA.

                              
	 
      	 
      	 
      
	
                                Ready
      for Delivery

                              	 
      	
                                means
      the time when (i) the Technical Acceptance Process has been successfully
      completed and (ii) the Export Airworthiness Certificate has been
      issued.

                              
	 
      	 
      	 
      
	
                                Scheduled
      Delivery Month

                              	 
      	
                                has
      the meaning set out in Clause 9.1 and in the relevant Purchase
      Agreement.

                              


                      

                    

                  

                

              

            

          

        

      

    

    


    ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

    


    
      	
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      CSN 2008

            	
              Clause
      0  - Page 3/4

            
	
              CT0803291

            	
              Private
      & Confidential

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    	
                            Seller
      Furnished

                          	 
      	 
      
	
                            Equipment
      or SFE

                          	 
      	
                            corresponds
      to items of equipment that are identified in the Specification as being
      furnished by the Seller.

                          
	 
      	 
      	 
      
	
                            Seller
      Representatives

                          	 
      	
                            means
      the representatives of the Seller referred to in Clause
  15.

                          
	 
      	 
      	 
      
	
                            Seller
      Representatives

                          	 
      	 
      
	
                            Services

                          	 
      	
                            means
      the services provided by the Seller to the Buyer and from the Buyer to the
      Seller pursuant to Clause 15.

                          
	 
      	 
      	 
      
	
                            Seller
      Service Life Policy

                          	 
      	
                            has
      the meaning set out in Clause 12.2.

                          
	 
      	 
      	 
      
	
                            Spare
      Parts

                          	 
      	
                            means
      the items of equipment and material which may be provided pursuant to
      Exhibit H.

                          
	 
      	 
      	 
      
	
                            Specification
      Change

                          	 
      	 
      
	
                            Notice
      or SCN

                          	 
      	
                            means
      an agreement in writing between the Parties to amend the Specification
      pursuant to Clause 2.

                          
	 
      	 
      	 
      
	
                            Specification

                          	 
      	
                            means
      either (a) the Standard Specification if no SCNs are applicable or (b) if
      SCNs are issued, the Standard Specification as amended by all applicable
      SCNs and MSCNs.

                          
	 
      	 
      	 
      
	
                            Standard
      Specification

                          	 
      	
                            means
      the Seller’s standard specification document relating to the Aircraft
      purchased and sold as specified in the relevant Purchase Agreement, a copy
      of which is annexed as an attachment to the relevant Purchase
      Agreement.

                          
	 
      	 
      	 
      
	
                            Supplier

                          	 
      	
                            has
      the meaning set out in Clause 12.3.1.1.

                          
	 
      	 
      	 
      
	
                            Supplier
      Part

                          	 
      	
                            has
      the meaning set out in Clause 12.3.1.2.

                          
	 
      	 
      	 
      
	
                            Supplier
      Product

                          	 
      	 
      
	
                            Support
      Agreement

                          	 
      	
                            has
      the meaning set out in Clause 12.3.1.3.

                          
	 
      	 
      	 
      
	
                            Technical
      Data

                          	 
      	
                            has
      the meaning set out in Clause 14.1.

                          
	 
      	 
      	 
      
	
                            Total
      Loss

                          	 
      	
                            has
      the meaning set out in Clause 10.4.

                          
	 
      	 
      	 
      
	
                            Type
      Certificate

                          	 
      	
                            has
      the meaning set out in Clause 7.1.

                          
	 
      	 
      	 
      
	
                            Warranted
      Part

                          	 
      	
                            has
      the meaning set out in Clause
12.1.1.

                          


                  

                

              

            

          

        

      

    

     

    
      	
              0.2

            	
              Clause headings
      and the index in this AGTA are inserted for convenience of reference only
      and shall be ignored in the interpretation of this
  AGTA.

            


    

    


    
      	
              0.3

            	
              In
      this AGTA unless the context otherwise
requires:

            


    

    


    
      	
               
      

            	
              (a)

            	
              references
      to Clauses, Schedules, Appendices and Exhibits are to be construed as
      references to the Clauses, Schedules, Appendices, and Exhibits to this
      AGTA and references to this AGTA include its Clauses, Schedules, Exhibits
      and Appendices;

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
                AGTA
      CSN 2008

              	
                Clause
      0  - Page 4/4

              
	
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      & Confidential

              


      

       

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              words
      importing the plural shall include the singular and vice versa;
      and

            


    

    


    
      	
               
      

            	
              (c)

            	
              references
      to a person shall be construed as including, without limitation,
      references to an individual, firm, company, corporation, unincorporated
      body of persons and any state or agency of a
  state.

            


    

    


    ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

    


    
      	
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      CSN 2008

            	
              Clause
      0  - Page 5/4

            
	
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      & Confidential

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              1

            	
              SCOPE

            


    

     

    
      	
               
      

            	
              The
      Buyer and the Seller have agreed, in this AGTA, to establish the
      contractual framework which will apply to Aircraft contracted for purchase
      and sale under certain, separate Purchase Agreements executed on or after
      the date of this AGTA. This AGTA is designed to produce full effect only
      when supplemented by such Purchase Agreements. The relevant Purchase
      Agreements shall specifically incorporate the terms of this AGTA and shall
      in particular identify the relevant model, the quantity and the Scheduled
      Delivery Months of the Aircraft that the Seller shall sell and deliver and
      the Buyer shall buy and take delivery of at the Delivery Location upon the
      terms and conditions contained in this AGTA and in the relevant Purchase
      Agreement.

            


    

    


    ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

    


    
      	
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      CSN 2008

            	
              Clause 1  - Page
      1/1

            
	
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              2

            	
              SPECIFICATION

            


    

    


    
      	
              2.1

            	
              Aircraft
      Specification

            


    

     

    
      	
               
      

            	
              The
      Aircraft shall be manufactured in accordance with the Standard
      Specification, as amended or varied prior to and in effect on the date of
      the relevant Purchase Agreement by the Specification Change Notices listed
      in an attachment to the relevant Purchase
  Agreement.

            


    

     

    
      	
              2.2

            	
              Specification
      Amendment

            


    

     

    The
Parties understand and agree that the Specification may be amended following
signature of the relevant Purchase Agreement as set in accordance with the terms
of this Clause 2.

     

    
      	
              2.2.1

            	
              Specification Change
      Notice

            


    

     

    
      	
               
      

            	
              The
      Specification may be amended by written agreement between the Parties in a
      Specification Change Notice (SCN).  Each SCN shall be
      substantially in the form set out in Exhibit B1 and shall set out the
      SCN’s Aircraft embodiment rank and shall also set forth, in detail, the
      particular change to be made to the Specification and the effect, if any,
      of such change on design, performance, weight, Delivery Date of the
      Aircraft affected thereby and on the text of the Specification. A SCN may
      result in an adjustment of the Base Price, which adjustment, if any, shall
      be specified in the SCN.

            


    

    


    
      	
              2.2.2

            	
              Development
      Changes

            


    

     

    
      	
               
      

            	
              The
      Specification may also be amended to incorporate changes deemed necessary
      by the Seller to improve the Aircraft, prevent delay or ensure compliance
      with the AGTA and/or the relevant Purchase Agreement (“Development Changes”),
      as set forth in this Clause 2.

            


    

     

    
      	
              2.2.2.1

            	
              Manufacturer Specification
      Changes Notices

            


    

    


    The
Specification may be amended by the Seller through a Manufacturer Specification
Change Notice (“MSCN”), which shall be substantially in the form set out in
Exhibit B2 hereto and shall set out the MSCN’s Aircraft embodiment rank as well
as, in detail, the particular change to be made to the Specification and the
effect, if any, of such change on performance, weight, Base Price, Delivery Date
of the Aircraft affected thereby and interchangeability or replaceability
requirements under the Specification.

    


    Except
when the MSCN is necessitated by an Aviation Authority directive or by equipment
obsolescence, in which case the MSCN shall be accomplished without requiring the
Buyer’s consent, if the MSCN adversely affects the performance, weight, Base
Price, Delivery Date of the Aircraft affected thereby or the interchangeability
or replaceability requirements under the Specification, the Seller shall notify
the Buyer of a reasonable period of time during which the Buyer must accept or
reject such MSCN. If the Buyer does not notify the Seller of the rejection of
the MSCN within such period, the MSCN shall be deemed accepted by the Buyer and
the corresponding modification shall be accomplished.

    


    
      	
              2.2.2.2

            	
              In
      the event of the Seller revising the Specification to incorporate
      Development Changes which have no adverse effect on any of the elements as
      set forth in 2.2.2.1 above, such revision shall be performed by the Seller
      without the Buyer’s consent.

            


    

    


    ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

    


    
      	
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              In
      such cases, the Seller shall provide to the Buyer the details of all
      changes in an adapted format and on a regular
  basis.

            


    

    


    
      	
              2.3

            	
              Propulsion
      Systems

            


    

    


    
      	
               
      

            	
              The
      Airframe shall be equipped with a set of engines (including nacelles and
      thrust reverser when appropriate), the manufacturer, type and quantity per
      Aircraft of which will be specified in the relevant Purchase
      Agreement,  (the "Propulsion
      Systems").

            


    

    


    
      	
              2.4

            	
              Milestones

            


    

    


    
      	
              2.4.1

            	
              Customisation Milestones
      Chart

            


    

    


    
      	
               
      

            	
              Within
      a reasonable period following signature of the relevant Purchase
      Agreement, the Seller shall provide the Buyer with a customisation
      milestones chart setting out the minimum lead times prior to the Scheduled
      Delivery Month of the Aircraft, when an SCN must be executed in order to
      integrate into the Specification, any items requested by the Buyer from
      the catalogues of Specification change options (the “Options Catalogues”)
      made available by the Seller (the “Customization Milestones
      Chart”).

            


    

    


    
      	
              2.4.2

            	
              Contractual Definition
      Freeze

            


    

    


    
      	
               
      

            	
              The
      Customization Milestone Chart shall in particular define the date(s) by
      which the contractual definition of the Aircraft must be finalized and all
      SCNs need to have been executed by the Buyer (the “Contractual Definition
      Freeze” or “CDF”) in order to enable
      their incorporation into the manufacturing of the Aircraft and Delivery of
      the Aircraft in the Scheduled Delivery Month. Each such date shall be
      referred to as a “CDF
      Date”.

            


    

    


    ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

    


    
      	
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              3

            	
              PRICES

            


    

    


    
      	
               
      

            	
              Depending
      on the Aircraft model, Clause 3.1 or Clause 3.2 shall
    apply.

            


    

    


    
      	
              3.1

            	
              Airframe Base Price and
      Propulsion Systems Base
Price

            


    

    


    
      	
              3.1.1

            	
              Airframe Base
      Price

            


    

     

    
      	
               
      

            	
              The
      base price of the Airframe (the “Airframe Base Price”) is as specified in
      the relevant Purchase Agreement.

            


    

    


    
      	
              3.1.2

            	
              Propulsion Systems Base
      Price

            


    

    


    
      	
               
      

            	
              The
      base price of a set of the Propulsion Systems (the “Propulsion Systems
      Base Price”) is as specified in the relevant Purchase
      Agreement.

            


    

    


    
      	
              3.1.3

            	
              Final
    Price

            


    

     

    
      	
               
      

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

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Airframe Base Price as revised as of the Delivery Date in accordance with
      Clause 4.1.1; plus

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      aggregate of all increases or decreases to the Airframe Base Price as
      agreed in any Specification Change Notice or MSCN or any part thereof
      applicable to the Airframe subsequent to the date of the relevant Purchase
      Agreement as revised as of the Delivery Date in accordance with Clause
      4.1.1; plus

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      Propulsion Systems Reference Price as revised as of the Delivery Date in
      accordance with Clause 4.1.2;
plus

            


    

     

    
      	
               
      

            	
              (iv)

            	
              the
      aggregate of all increases or decreases to the Propulsion
      Systems  Reference Price as agreed in any Specification Change
      Notice or MSCN or part thereof applicable to the Propulsion Systems
      subsequent to the date of the relevant Purchase Agreement as revised as of
      the Delivery Date in accordance with Clause 4.1.2;
  plus

            


    

     

    
      	
               
      

            	
              (v)

            	
              any
      other amount due by the Buyer to the Seller pursuant to this AGTA, the
      relevant Purchase Agreement and/or any other written agreement between the
      Buyer and the Seller with respect to the
  Aircraft.

            


    

    


    
      	
              3.2

            	
              Aircraft Base
      Price

            


    

    


    
      	
              3.2.1

            	
              The
      Aircraft Base Price is as specified in the relevant Purchase
      Agreement.

            


    

     

    
      	
              3.2.2

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

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Aircraft Base Price as revised as of the Delivery Date in accordance with
      Clause 4.2; plus

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      aggregate of all increases or decreases to the Aircraft Base Price as
      agreed in any Specification Change Notice or MSCN or any part thereof
      applicable to the Aircraft subsequent to the date of the relevant Purchase
      Agreement as revised as of the Delivery Date in accordance with Clause
      4.2; plus

            


    

     

    
      	
               
      

            	
              (iii)

            	
              any
      other amount due by the Buyer to the Seller pursuant to this
      AGTA,  the relevant Purchase Agreement and/or any other written
      agreement between the Buyer and the Seller with respect to the
      Aircraft.

            


    

    


    ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

    


    
      	
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              4.

            	
              PRICE
      REVISION

            


    

    


    Depending
on the Aircraft model, Clause 4.1 or Clause 4.2 shall apply.

    


    
      	
              4.1

            	
              Revision of the Airframe Base
      Price and the Propulsion Systems Reference
  Price

            


    

    


    
      
        	
                4.1.1

              	
                Revision of Airframe Base
      Price

              


      

    

    


    
      	
               
      

            	
              The
      Airframe Base Price is subject to revision up to and including the
      Delivery Date in accordance with the Airframe Price Revision Formula as
      set forth in the relevant Purchase
Agreement.

            


    

    


    
      	
              4.1.2

            	
              Revision of Propulsion Systems
      Reference Price

            


    

    


    
      	
              4.1.2.1

            	
              The
      Propulsion Systems Reference Price is subject to revision up to and
      including the Delivery Date in accordance with the Propulsion Systems
      Price Revision Formula as set forth in the relevant Purchase
      Agreement.

            


    

    


    
      	
              4.1.2.2

            	
              Modification of Propulsion
      Systems Reference Price and Propulsion Systems Price Revision
      Formula

            


    

    


    
      	
               
      

            	
              The
      Propulsion Systems Reference Price, the prices of any equipment related to
      the Propulsion Systems and the Propulsion Systems Price Revision Formula
      are based on information received from the Propulsions Systems
      Manufacturer and are subject to amendment by the Propulsion Systems
      Manufacturer at any time prior to the Delivery Date.  If the
      Propulsion Systems Manufacturer makes any such amendment, the amendment
      shall be automatically incorporated into this AGTA and the relevant
      Purchase Agreement and the Propulsion Systems Reference Price, the prices
      of the related equipment and the Propulsion Systems Price Revision Formula
      shall be adjusted accordingly. The Seller agrees to notify the Buyer as
      soon as it receives notice of any such amendment from the Propulsion
      Systems Manufacturer.

            


    

    


    
      	
              4.2

            	
              Revision of Aircraft Base
      Price

            


    

    


    The
Aircraft Base Price is subject to revision up to and including the Delivery Date
in accordance with the Aircraft Price Revision Formula as set forth in the
relevant Purchase Agreement.

    


    ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

    


    
      	
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              5

            	
              PAYMENTS

            


    

    


    
      	
              5.1

            	
              Seller's
      Account

            


    

    


    
      	
               
      

            	
              The
      Buyer shall pay the Predelivery Payments, the Balance of Final Price
      and/or any other amount due by the Buyer to the Seller, to the Seller's
      account:

            


    

    


    Beneficiary
Name: AIRBUS

    


    Account
identification: ***

    


     with
:

    


    ***

    


    or to
such other account as may be designated by the Seller.

    


    
      	
              5.2

            	
              Commitment
      Fee

            


    

    


    
      	
               
      

            	
              In
      the event that the Buyer has already paid a commitment fee for the
      Aircraft prior to the date of the relevant Purchase Agreement (the “Commitment Fee”), then
      an amount equal to the Commitment Fee specified in US Dollars shall be
      deducted from the Predelivery Payment due upon signature of the relevant
      Purchase Agreement.

            


    

    


    
      	
              5.3

            	
              Predelivery
      Payments

            


    

    


    
      	
              5.3.1

            	
              The
      Buyer shall pay Predelivery Payments to the Seller calculated on the
      predelivery payment reference price of each Aircraft. The predelivery
      payment reference price shall be as set forth in the relevant Purchase
      Agreement.

            


    

    


    
      	
              5.3.2

            	
              Such
      Predelivery Payments shall be made in accordance with the schedule as set
      forth in the relevant Purchase
Agreement

            


    

     

    
      	
              5.3.3

            	
              Any
      Predelivery Payment received by the Seller shall constitute an instalment
      in respect of the Final Price of the Aircraft.  The Seller shall
      be entitled to hold and use any Predelivery Payment as absolute owner
      thereof, subject only to (i) the obligation to deduct any such
      Predelivery Payment from the Final Price of such Aircraft when calculating
      the Balance of Final Price or (ii) the obligation to pay to the Buyer
      an amount equal to the Predelivery Payments pursuant to any other
      provision of this AGTA and/or the relevant Purchase
    Agreement.

            


    

    


    ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

    


    
      	
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              5.3.4

            	
              If
      any Predelivery Payment is not received within ten (10) calendar days of
      the relevant due date specified in Clause 5.3.2 then in addition to
      any other rights and remedies available to Seller, the Seller shall have
      no obligation to deliver any or all of the Aircraft remaining to be
      delivered under the relevant Purchase Agreement within their respective
      Scheduled Delivery Month(s). Upon receipt of the full amount of all
      delayed Predelivery Payments, together with Default Interest pursuant to
      Clause 5.7, the Seller shall inform the Buyer of new Scheduled
      Delivery Month(s) consistent with the Seller's other commitments and
      production capabilities.

            


    

    


    
      	
              5.3.5

            	
              Specification
      Change Notice Predelivery Payments

            


    

    


    
      	
               
      

            	
              The
      Seller shall be entitled to request Predelivery Payments for each SCN
      executed after signature of the relevant Purchase Agreement in amounts and
      at dates set forth in such Purchase
Agreement.

            


    

     

    
      	
              5.4

            	
              Balance of Final
      Price

            


    

    


    
      	
              5.4.1

            	
              The
      Balance of Final Price payable by the Buyer to the Seller on the Delivery
      Date shall be the Final Price less the amount of Predelivery Payments
      received by the Seller on or before the Delivery
  Date.

            


    

    


    
      	
              5.4.2

            	
              Upon
      receipt of the Seller’s invoice, and immediately prior to Delivery, the
      Buyer shall pay to the Seller the Balance of Final
  Price.

            


    

    


    
      	
              5.5

            	
              Other
      Charges

            


    

    


    
      	
               
      

            	
              If
      not expressly stipulated otherwise any other charges due under this AGTA
      and/or the relevant Purchase Agreement other than those set out in Clauses
      5.2, 5.3 and 5.4 shall be paid by the Buyer at the same time as payment of
      the Balance of Final Price or, if invoiced after the Delivery Date, within
      ten (10) Business Days after the invoice
date.

            


    

    


    
      	
              5.6

            	
              Method of
      Payment

            


    

    


    
      	
              5.6.1

            	
              All
      payments provided for in this AGTA and/or the relevant Purchase Agreement
      shall be made in United States Dollars (USD) in immediately available
      funds.

            


    

    


    
      	
              5.6.2

            	
              All
      payments due to the Seller under this AGTA and/or the relevant Purchase
      Agreement 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 hereunder shall be equal to
      the full amounts expressed to be due to the Seller under this AGTA and/or
      the relevant Purchase Agreement, 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 be equal to the amounts
      which would have been received in the absence of such deduction or
      withholding and pay to the relevant taxation or other authorities within
      the period for payment permitted by applicable law, the full amount of the
      deduction or withholding.

            


    

    


    ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

    


    
      	
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              5.7

            	
              Default
      Interest

            


    

    


    
      	
               
      

            	
              If
      any payment due to the Seller under this AGTA and/or the relevant Purchase
      Agreement including but not limited to any Predelivery Payment, Commitment
      Fee, 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 AGTA,
      the relevant Purchase Agreement and at law, 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 and including the date when the
      payment is received by the Seller at a rate equal to the *** (the “Default
      Interest”).

            


    

    


    
      	
               
      

            	
              All
      such interest shall be compounded monthly and calculated on the basis of
      the actual number of days elapsed in the month assuming a
    ***.

            


    

    


    
      	
              5.8

            	
              Taxes

            


    

    


    
      	
              5.8.1

            	
              The
      amounts stated in this AGTA and/or the relevant Purchase Agreement to be
      payable by the Buyer are exclusive of value added tax (“VAT”) chargeable
      under the laws of the Delivery
Location.

            


    

    


    
      	
              5.8.2

            	
              The
      Seller shall pay all other taxes, duties or similar charges of any nature
      whatsoever levied, assessed, charged or collected for or in connection
      with the manufacture, assembly, sale and delivery under this AGTA and/or
      the relevant Purchase Agreement of any of the Aircraft, services,
      instructions and data delivered or furnished under this AGTA and/or the
      relevant Purchase Agreement provided such charges have been promulgated
      and are enforceable under the laws of the Delivery
    Location.

            


    

    


    
      	
              5.8.3

            	
              The
      Buyer shall bear the costs of and pay any and all taxes, duties or similar
      charges of any nature whatsoever not assumed by the Seller under Clause
      5.8.2 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 under this AGTA and/or the relevant Purchase
      Agreement.

            


    

    


    ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

    


    
      	
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    For the
purposes of this Clause 5.8.3, “Buyer’s country” means the country or the
countries where (i) the headquarters of the Buyer are located, or (ii) the
paying entity of the Buyer is located, being understood that such entity can be
a branch depending on the Buyer, or (iii) the Aircraft is imported by the Buyer,
or (iv) the Aircraft is registered by the Buyer.

    


    
      	
              5.9

            	
              Proprietary
      Interest

            


    

    


    
      	
               
      

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

            


    

    


    
      	
              5.10

            	
              Set-Off

            


    

    


    
      	
               
      

            	
              The
      Seller may set-off any matured obligation owed by the Buyer to the Seller
      and/or its Affiliates against any payment obligation (whether or not
      matured) owed by the Seller to the Buyer, regardless of the place of
      payment or currency (it being understood that if this obligation is
      unascertainable it may be estimated and the set-off made in respect of
      such estimate)

            


    

    


    
      	
              5.11

            	
              Cross-Collateralisation

            


    

    


    
      	
              5.11.1

            	
              The
      Buyer hereby agrees that, notwithstanding any provision to the contrary in
      this AGTA and/or the relevant Purchase Agreement, in the event that the
      Buyer or any of its Affiliates should fail to make any material payment
      owing under this AGTA and/or under any Purchase Agreement and/or under any
      other agreement between the Buyer and the Seller and/or any of their
      respective Affiliates (the “Other Agreement”), the
      Seller may, unless otherwise mutually agreed upon by the Seller and the
      Buyer:

            


    

    


    
      	
               
      

            	
              (i)

            	
              withhold
      payment to the Buyer or its Affiliates of any sums that may be due to or
      claimed by the Buyer or its Affiliates from the Seller or its Affiliates
      pursuant to this AGTA, any Purchase Agreement and/or any Other Agreement,
      including Predelivery Payments, unless or until the default under this
      AGTA, the relevant Purchase Agreement or the Other Agreement is cured or
      remedied; and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              apply
      any amount of any Predelivery Payment it then holds under this AGTA and/or
      any Purchase Agreement in respect of any of the Aircraft as well as any
      other monies held pursuant to any Other Agreement (collectively the “Relevant Amounts”) in
      such order as the Seller deems appropriate in satisfaction of any amounts
      due and unpaid by the Buyer or its Affiliates and to compensate for any
      losses and/or damages the Seller or its Affiliates may suffer as a result
      of the Buyer’s or its Affiliates’ failure to make payments in a timely
      manner under this AGTA, the relevant Purchase Agreement or any Other
      Agreement. The Buyer acknowledges that the application of any of the
      Relevant Amounts as aforesaid may result in the Buyer or its Affiliates
      being in default (unless such default is otherwise cured or remedied) in
      relation to the agreement in respect of which such Relevant Amounts were
      originally granted or required to be paid, as the case may
    be.

            


    

    


    ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

    


    
      	
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    The
rights granted to the Seller in the preceding paragraphs (i) and (ii) are
without prejudice and are in addition to and shall not be deemed a waiver of any
other rights and remedies the Seller or its Affiliates may have at law or under
this AGTA, any Purchase Agreement or any Other Agreement, including the right of
set-off.

    


    
      	
              5.11.2

            	
              In
      the event that the Seller applies any amount of any Predelivery Payment it
      then holds under this AGTA and/or any Purchase Agreement in respect of any
      of the Aircraft in satisfaction of the amount due and unpaid by the Buyer
      or its Affiliates or to compensate for losses and/or damages to the Seller
      or its Affiliates as a result of the Buyer’s or its Affiliates’ failure to
      make payment in a timely manner under the AGTA, the relevant Purchase
      Agreement or any Other Agreement, then the Seller shall notify the Buyer
      to that effect. Within seven (7) calendar days of issuance of such
      notification, the Buyer shall pay by wire transfer of funds immediately
      available to the Seller the amount of the Predelivery Payment that has
      been applied by the Seller as set forth
above.

            


    

    


    Failure
of the Buyer to pay such amount in full, shall entitle the Seller to (i) collect
interest on such unpaid amount in accordance with Clause 5.7 hereof from the
eighth (8th)
calendar day following the Seller’s written request to the Buyer for such
payment and (ii) treat such failure as an additional termination event for which
the Seller shall be entitled to the remedies available under Clause 20.2 and/or
the terms of the Purchase Agreement .

    


    ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

    


    
      	
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              6

            	
              MANUFACTURE
      PROCEDURE – INSPECTION

            


    

    


    
      	
              6.1.

            	
              Manufacture
      Procedure

            


    

    


    
      	
               
      

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

            


    

    


    
      	
              6.2

            	
              Inspection

            


    

    


    
      	
              6.2.1

            	
              Subject
      to providing the Seller with certificates evidencing compliance with the
      insurance requirements set forth in Clause 19, the Buyer or its duly
      authorised representatives (the "Buyer's Inspector(s)")
      shall be entitled to inspect the manufacture of the Airframe and all
      materials and parts obtained by the Seller for the manufacture of the
      Airframe on the following terms and
conditions;

            


    

    


    
      	
               
      

            	
              (i)

            	
              any
      inspection shall be made according to a procedure to be agreed upon with
      the Buyer but shall be conducted pursuant to the Seller’s own system of
      inspection as developed under the supervision of the relevant Aviation
      Authority;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      Buyer's Inspector(s) shall have access to such relevant technical data and
      documents as is reasonably necessary for the purpose of the
      inspection;

            


    

    


    
      	
               
      

            	
              (iii)

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

            


    

    


    
      	
               
      

            	
              (iv)

            	
              the
      inspections shall be performed in a manner not to unduly delay or hinder
      the manufacture or assembly of the Aircraft or the performance of this
      AGTA  and/or the relevant Purchase Agreement by the Seller or
      any other work in progress at the Manufacture
  Facilities.

            


    

    


    
      	
              6.2.2

            	
              Location of
      Inspections

            


    

    


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

    


    
      	
              6.3

            	
              Seller's Service for Buyer's
      Inspector(s)

            


    

    


    
      	
               
      

            	
              For
      the purpose of the inspections, and commencing with the date of the
      relevant Purchase Agreement until the Delivery Date, the Seller shall
      furnish without additional charge suitable space and office equipment
      (including telephone, fax line and shared copy machine) in or conveniently
      located with respect to the Delivery Location for the use of a reasonable
      number of Buyer's Inspector(s) (such number not to exceed
      eight).

            


    

    


    ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

    


    
      	
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              7

            	
              CERTIFICATION

            


    

    


    
      	
              7.1

            	
              Type
      Certification

            


    

     

    The
Aircraft has been type certificated under European Aviation Safety Agency (EASA)
procedures for certification in the transport category. The Seller has obtained
the relevant type certificate (the "Type Certificate") to allow
the issuance of the Export Airworthiness Certificate and its acceptance by the
Buyer’s Aviation Authorities (“CAAC”).

     

    
      	
              7.2

            	
              Export Airworthiness
      Certificate

            


    

     

    
      	
              7.2.1

            	
              The
      Aircraft shall be delivered to the Buyer with an Export Airworthiness
      Certificate.

            


    

     

    
      	
              7.2.2

            	
              If,
      any time before the date on which the Aircraft is Ready for Delivery, any
      law or regulation is enacted, promulgated, becomes effective and/or an
      interpretation of any law or regulation is issued which requires any
      change to the Specification for the purposes of obtaining the Export
      Airworthiness Certificate (a "Change in Law"), the
      Seller shall make the required variation or modification and the Parties
      hereto shall sign a Specification Change Notice which specifies the
      effects, if any, upon the guaranteed performances, weights,
      interchangeability, time of Delivery, price of the Aircraft and text of
      the Specification.

            


    

     

    
      	
              7.2.3

            	
              The
      Seller shall as far as practicable (but at its sole discretion and without
      prejudice to Clause 7.3.1 (ii)) take into account the information
      available to it concerning any proposed law, regulation or interpretation
      which could become a Change in Law in order to minimise the costs of
      changes to the Specification as a result of such proposed law, regulation
      or interpretation becoming effective prior to the Aircraft being Ready for
      Delivery.

            


    

     

    
      	
              7.3

            	
              Costs of SCNs for
      Certification

            


    

     

    
      	
              7.3.1

            	
              The
      costs of implementing the variation or modification referred to in
      Clause 7.2.2 above shall be

            


    

     

    
      	
               
      

            	
              (i)

            	
              for
      the account of the Seller if the Change in Law became effective prior to
      the date of execution of the relevant Purchase
  Agreement;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              shared
      equally between the Seller and the Buyer if the Change in Law became
      effective after the date of execution of the relevant Purchase
      Agreement.

            


    

     

    
      	
              7.3.2.

            	
              Notwithstanding
      the provisions of sub-Clauses 7.3.1 (i) and (ii), if the Change in
      Law relates to the Propulsion Systems and in particular to engine
      accessories, quick engine change units or thrust reversers, the costs
      shall be borne in accordance with such arrangements as may be made
      separately between the Buyer and the Propulsion Systems
      Manufacturer.

            


    

     

    
      	
              7.4

            	
              Validation of the Export
      Airworthiness Certificate

            


    

     

    
      	
              7.4.1

            	
              The
      Seller shall endeavour to obtain the validation of the Export
      Airworthiness Certificate by the Buyer's Aviation
    Authority.

            


    

     

    
      	
              7.4.2

            	
              Where
      the Buyer's Aviation Authority requires a modification to comply with
      additional import aviation requirements and/or supply of additional data
      prior to the issuance of the Export Airworthiness Certificate, the Seller
      shall incorporate such modification and/or provide such data at costs to
      be borne by the Buyer. The Parties shall sign a Specification Change
      Notice which specifies the effects, if any, upon the guaranteed
      performances, weights, interchangeability, time of Delivery and price of
      the Aircraft.

            


    

    


    ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

    


    
      	
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              8

            	
              BUYER'S
      TECHNICAL ACCEPTANCE

            


    

    


    
      	
              8.1

            	
              Technical Acceptance
      Process

            


    

    


    
      8.1.1

    

    
      	
               
      

            	
              Prior
      to Delivery, each Aircraft shall undergo a technical acceptance process
      proposed by the Seller (the  "Technical Acceptance
      Process"). Completion of the Technical Acceptance Process shall
      demonstrate the satisfactory functioning of the Aircraft and shall be
      deemed to demonstrate compliance with the
  Specification.

            


    

    


    
      	
               
      

            	
              Should
      it be established that the Aircraft does not comply with the Technical
      Acceptance Process requirements, 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 further Technical
      Acceptance Process as is necessary to demonstrate the elimination of the
      non-compliance.

            


    

    


    
      	
              8.1.2

            	
              The
      Technical Acceptance Process shall:

            


    

    


    
      	
               
      

            	
              (i)

            	
              commence
      on a date notified by the Seller to the Buyer by no less than
      ***notice;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              take
      place at the Delivery Location;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              be
      carried out by the personnel of the
Seller;

            


    

    


    
      	
               
      

            	
              (iv)

            	
              include
      a technical acceptance flight which shall not exceed a period of
      ***.

            


    

    


    
      	
              8.2

            	
              Buyer's
      Attendance

            


    

    


    
      	
              8.2.1

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

            


    

    


    
      	
              8.2.2

            	
              If
      the Buyer elects to attend the Technical Acceptance Process, the
      Buyer;

            


    

    


    
      	
               
      

            	
              (i)

            	
              shall
      co-operate in complying with the reasonable requirements of the Seller
      with the intention of completing the Technical Acceptance Process within
      ***after its commencement for the A320 family model aircraft and within
      *** after its commencement for the A330 and A340 family model
      aircraft;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              may
      have a *** of the Buyer’s representatives (with no more than *** such
      representatives having access to the cockpit at any one time) accompany
      the Seller’s representatives on a technical acceptance flight and during
      such flight the Buyer’s representatives shall comply with the instructions
      of the Seller’s representatives.

            


    

    


    
      	
              8.2.3

            	
              If
      the Buyer does not attend and/or fails to co-operate in the Technical
      Acceptance Process, the Seller shall be entitled to complete the Technical
      Acceptance Process and the Buyer shall be deemed to have accepted the
      Technical Acceptance Process as satisfactory in all
    respects.

            


    

    


    
      	
              8.3

            	
              Certificate of
      Acceptance

            


    

    


    
      	
               
      

            	
              Upon
      successful completion of the Technical Acceptance Process, the Buyer
      shall, on or before the Delivery Date, sign and deliver to the Seller a
      certificate of acceptance in respect of the Aircraft in the form of
      Exhibit D (the "Certificate of
      Acceptance").

            


    

    


    ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

    


    
      	
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              8.4

            	
              Aircraft
      Utilisation

            


    

    


    
      	
               
      

            	
              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.

            


    

    


    
      	
               
      

            	
              However
      the Seller shall not be authorised to use the Aircraft during more than
      *** for any other purpose without the specific agreement of the
      Buyer.

            


    

    


    ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

    


    
      	
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              9

            	
              DELIVERY

            


    

    


    
      	
              9.1

            	
              Delivery
      Schedule

            


    

    


    
      	
              9.1.1

            	
              Subject
      to Clauses 2, 7, 8, 10 and 18, the Seller shall have the Aircraft Ready
      for Delivery at the Delivery Location according to the delivery schedule
      defined in the relevant Purchase
Agreement.

            


    

    


    The
“Scheduled Delivery
Month” for each Aircraft shall be defined in the relevant Purchase
Agreement.

    


    
      	
              9.1.2

            	
              The
      Seller shall give the Buyer at least *** prior written notice of the
      anticipated date on which the Aircraft shall be Ready for Delivery.
      Thereafter the Seller shall notify the Buyer of any change in such dates
      necessitated by the conditions of manufacture or
  flight.

            


    

    


    
      	
              9.2

            	
              Delivery

            


    

    


    
      	
              9.2.1

            	
              The
      Buyer shall send its representatives to the Delivery Location to take
      Delivery of, and collect, the Aircraft within *** after the date on which
      the Aircraft is Ready for Delivery and shall pay the Balance of the Final
      Price on or before the Delivery
Date.

            


    

    


    
      	
              9.2.2

            	
              The
      Seller shall deliver and transfer good and marketable title to the
      Aircraft free and clear of all liens and encumbrances to the Buyer
      provided that the Balance of the Final Price has been paid by the Buyer
      pursuant to Clause 5.4 and that the Certificate of Acceptance has
      been signed and delivered to the Seller pursuant to
      Clause 8.3.  The Seller shall provide the Buyer with a bill
      of sale in the form of Exhibit E (the "Bill of Sale") and/or
      such other documentation confirming transfer of title as may reasonably be
      requested by the Buyer.  Title to, property in and risk of loss
      of or damage to the Aircraft shall be transferred to the Buyer on
      Delivery.

            


    

    


    
      	
              9.2.3

            	
              Should
      the Buyer fail to

            


    

    


    
      	
               
      

            	
              (i)

            	
              deliver
      the signed Certificate of Acceptance to the Seller within the delivery
      period as defined in Clause 9.2.1;
or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              pay
      the Balance of the Final Price for the Aircraft to the Seller within the
      above defined period

            


    

    


    
      	
               
      

            	
              then
      the Buyer shall be deemed to have rejected delivery of the Aircraft
      without warrant when duly tendered to it hereunder. In addition to
      Clause 5.7 and the Seller’s other rights under this AGTA and/or the
      relevant Purchase Agreement, the Seller shall retain title to the Aircraft
      but the Buyer shall thereafter bear all risk of loss of 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 Aircraft.

            


    

    


    ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

    


    
      	
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              9.3

            	
              Fly
  Away

            


    

    


    
      	
              9.3.1

            	
              The
      Buyer and the Seller shall co-operate to obtain any licenses which may be
      required by the Aviation Authority of the Delivery Location for the
      purpose of exporting the Aircraft.

            


    

    


    
      	
              9.3.2

            	
              All
      expenses of, or connected with, flying the Aircraft from the Delivery
      Location after Delivery 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.

            


    

    


    
      	
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              10

            	
              EXCUSABLE
      DELAY

            


    

    


    
      	
              10.1

            	
              The
      Buyer acknowledges that the Aircraft are to be manufactured by Seller in
      performance of this AGTA and the relevant Purchase Agreement and that the
      Scheduled Delivery Months specifically set forth in the relevant Purchase
      Agreement are based on the assumption that there shall be no delay due to
      causes beyond the control of the Seller. Accordingly, Seller shall not be
      responsible for any delay in the Delivery of the Aircraft or delay or
      interruption in the performance of the other obligations of the Seller
      under this AGTA and/or under the relevant Purchase Agreement due to causes
      beyond its control, and not occasioned by its fault or negligence
      including (but without limitation) acts of God or the public enemy, war,
      civil war, warlike operations, terrorism, insurrections or riots, fires,
      explosions, natural disasters, compliance with any applicable foreign or
      domestic governmental regulation or order, labour disputes causing
      cessation, slowdown or interruption of work, inability after due and
      timely diligence to procure materials, equipment or parts, general
      hindrance in transportation or failure of a sub-contractor or supplier to
      furnish materials, equipment or parts.  Any delay or
      interruption resulting from any of the foregoing causes is referred to as
      an "Excusable
      Delay".

            


    

    


    
      	
              10.2

            	
              If
      an Excusable Delay occurs:

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      Seller shall notify the Buyer of such Excusable Delay as soon as
      practicable after becoming aware of the
same;

            


    

    


    
      	
               
      

            	
              (ii)

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

            


    

    


    
      	
               
      

            	
              (iii)

            	
              the
      Seller shall not be deemed to be in default in the performance of its
      obligations under this AGTA and/or the relevant Purchase Agreement as a
      result of such Excusable Delay; and

            


    

    


    
      	
               
      

            	
              (iv)

            	
              the
      Seller shall as soon as practicable after the removal of the cause of the
      delay resume performance of its obligations under this AGTA and/or the
      relevant Purchase Agreement and in particular shall notify to the Buyer
      the revised Scheduled Delivery
Month.

            


    

    


    
      	
              10.3

            	
              Termination on Excusable
      Delay

            


    

    


    
      	
              10.3.1

            	
              If
      the Delivery of any Aircraft is delayed as a result of an Excusable Delay
      for a period of more than *** after the last day of the Scheduled Delivery
      Month then either Party may terminate the relevant Purchase Agreement and
      the AGTA with respect to the Aircraft so affected by giving written notice
      to the other Party within *** after the expiry of such *** provided that
      the Buyer shall not be entitled to terminate the relevant Purchase
      Agreement and the AGTA pursuant to this Clause if the Excusable Delay
      results from a cause within its
control.

            


    

    


    
      	
              10.3.2

            	
              If
      the Seller concludes that the Delivery of any Aircraft shall be delayed
      for more than *** after the last day of the Scheduled Delivery Month due
      to an Excusable Delay and as a result thereof reschedules Delivery of such
      Aircraft to a date or month reflecting such delay then the Seller shall
      promptly notify the Buyer in writing to this effect and shall include in
      such notification the new Scheduled Delivery Month. Either Party may
      thereupon terminate the relevant Purchase Agreement and the AGTA with
      respect to such Aircraft by giving written notice to the other Party
      within *** after receipt by the Buyer of the notice of anticipated
      delay.

            


    

     

    ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

    


    
      	
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              10.3.3

            	
              If
      the relevant Purchase Agreement and the AGTA shall not have been
      terminated with respect to the delayed Aircraft during the *** period
      referred to in either Clause 10.3.1 or 10.3.2 above, then the Seller
      shall be entitled to reschedule Delivery and the new Scheduled Delivery
      Month shall be notified to the Buyer and shall be binding on the
      Parties.

            


    

    


    
      	
              10.4

            	
              Total Loss, Destruction or
      Damage

            


    

    


    
      	
               
      

            	
              If
      prior to Delivery, any Aircraft is lost, destroyed or in the reasonable
      opinion of the Seller is damaged beyond repair (“Total Loss”), the Seller
      shall notify the Buyer to this effect within *** of such
      occurrence.  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 a new aircraft to
      replace the Aircraft may be delivered to the Buyer and the Scheduled
      Delivery Month shall be extended as specified in the Seller's notice to
      accommodate the delivery of the replacement aircraft; provided, however,
      that in the event the specified extension of the Scheduled Delivery Month
      to a month is exceeding *** after the last day of the original Scheduled
      Delivery Month then the relevant Purchase Agreement and the AGTA shall
      terminate with respect to said Aircraft
unless:

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      Buyer notifies the Seller within *** of the date of receipt of the
      Seller's notice that it desires the Seller to provide a replacement
      aircraft during the month quoted in the Seller’s notice;
    and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      Parties execute an amendment to the relevant Purchase Agreement recording
      the variation in the Scheduled Delivery
Month;

            


    

    


    
      	
               
      

            	
              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
      which includes the Aircraft purchased
hereunder.

            


    

    


    
      	
              10.5

            	
              Termination Rights
      Exclusive

            


    

    


    
      	
               
      

            	
              In
      the event that the relevant Purchase Agreement and the AGTA shall be
      terminated as provided for under the terms of Clauses 10.3 or 10.4, such
      termination shall discharge all obligations and liabilities of the Parties
      with respect to such affected Aircraft and undelivered material, services,
      data or other items applicable thereto and neither Party shall have any
      claim against the other for any loss resulting from such non-delivery. The
      Seller shall in no circumstances have any liability whatsoever for
      Excusable Delay other than as set forth in this Clause
  10.

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              11

            	
              NON-EXCUSABLE
      DELAY

            


    

    


    
      	
              11.1

            	
              Liquidated
      Damages

            


    

    


    
      	
               
      

            	
              Should
      any of the Aircraft not be Ready for Delivery to the Buyer within thirty
      (30) days after the last day of the Scheduled Delivery Month (as varied by
      virtue of Clauses 2, 7 and 10) (the "Delivery Period") and
      such delay is not as a result of an Excusable Delay or Total Loss (a
      "Non-Excusable
      Delay"), then the Buyer shall have the right to claim, and the
      Seller shall ***

            


    

    


    
      	
               
      

            	
              The
      amount of such *** in respect of any one
  Aircraft.

            


    

    


    
      	
               
      

            	
              The
      Buyer's right to be paid damages in respect of the Aircraft is conditional
      upon the Buyer submitting a claim in respect of such liquidated damages in
      writing to the Seller not later than *** after the last day of the
      Scheduled Delivery Month.

            


    

    


    
      	
              11.2

            	
              Re-negotiation

            


    

    


    
      	
               
      

            	
              If,
      as a result of Non-Excusable Delay, Delivery does not occur in the period
      falling *** after the Delivery Period, the Buyer shall have the right
      exercisable by written notice to the Seller given not less than *** nor
      more than *** after the expiration of the *** falling after the Delivery
      Period to require from the Seller a re-negotiation of the Scheduled
      Delivery Month for the affected Aircraft. Unless otherwise agreed between
      the Seller and the Buyer during such re-negotiation, the said
      re-negotiation shall not prejudice the Buyer's right to receive liquidated
      damages in accordance with Clause 11.1 and the relevant Purchase
      Agreement during the period of Non-Excusable
  Delay.

            


    

    


    
      	
              11.3

            	
              Termination

            


    

    


    If, as a result of Non-Excusable
Delay, Delivery does not occur in the period falling *** after the Delivery
Period and the Parties have not renegotiated the Delivery Date pursuant to
Clause 11.2, either Party shall have the right exercisable by written
notice to the other Party, given not less than *** nor more than *** after
expiration of such *** to terminate the relevant Purchase Agreement and the AGTA
in respect of the affected Aircraft and neither Party shall have any claim
against the other in respect of such nondelivery except that the Seller shall
pay to the Buyer an amount equal to the Predelivery Payments received from the
Buyer under the relevant Purchase Agreement in respect of such affected Aircraft
and shall pay to the Buyer any amounts due pursuant to Clause 11.1. and the
relevant Purchase Agreement.

    


    
      	
              11.4

            	
              Limitation of
      Damages

            


    

    


    
      	
               
      

            	
              The
      Buyer and the Seller agree that payment by the Seller of the amounts due
      pursuant to Clause 11.1 and the relevant Purchase Agreement shall be
      considered to be liquidated damages and has been calculated to compensate
      the Buyer for its entire damages for all losses of any kind due to
      Non-Excusable Delay. The Seller shall not in any circumstances have any
      liability whatsoever for Non-Excusable Delay other than as set forth in
      this Clause 11 and the relevant Purchase
  Agreement.

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              12

            	
              WARRANTIES
      AND SERVICE LIFE POLICY

            


    

    


    
      	
               
      

            	
              This
      Clause covers the terms and conditions of the warranty and service life
      policy.

            


    

    


    
      	
              12.1

            	
              Standard
      Warranty

            


    

    


    
      	
              12.1.1

            	
              Nature of
      Warranty

            


    

    


    
      	
               
      

            	
              For
      the purpose of this AGTA and/or the relevant Purchase Agreement the term
      "Warranted Part"
      shall mean any Seller proprietary component, equipment, accessory or part,
      which is installed on an Aircraft at Delivery thereof
  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.

            


    

    


    
      	
               
      

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

            


    

    


    
      	
               
      

            	
              (i)

            	
              in
      material;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              in
      workmanship, including without limitation processes of manufacture
      ;

            


    

    


    
      	
               
      

            	
              (iii)

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

            


    

    


    
      	
               
      

            	
              (iv)

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

            


    

    


    
      	
              12.1.2

            	
              Exclusions

            


    

    


    
      	
               
      

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

            


    

    


    
      	
               
      

            	
              (i)

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

            


    

    


    
      	
               
      

            	
              (ii)

            	
              any
      defect inherent in the Seller's design of the installation, in
      consideration of the state of the art at the date of such design, which
      impairs the use of such items shall constitute a defect in design for the
      purpose of this Clause 12.1 and be covered by the warranty set forth in
      Clause 12.1.1 (iii).

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              12.1.3

            	
              Warranty
      Period

            


    

    


    
      	
               
      

            	
              The
      warranties set forth in Clauses 12.1.1 and 12.1.2 shall be limited to
      those defects that become apparent within a certain period after the
      Delivery of the affected Aircraft (the “Warranty Period”). Such
      Warranty Period is as specified in the relevant Purchase
      Agreement.

            


    

    


    
      	
               
      

            	
              For
      the avoidance of doubt, any Airworthiness Directive published during the
      Warranty Period as a result of a defect in the Aircraft as defined in
      clause 12.1.1 shall be covered under the standard
  Warranty.

            


    

    


    
      	
              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 Clauses
      12.1.1 and 12.1.2 are limited to, at the Seller's expense and option, the
      repair, replacement or correction of any Warranted Part which is defective
      (or to the supply of modification kits rectifying the defect), together
      with a credit to the Buyer's account with the Seller of an amount equal to
      the mutually agreed direct labor costs expended in performing the removal
      and the reinstallation thereof on the Aircraft at the labor rate defined
      in Clause 12.1.7.5.

            


    

    


    
      	
               
      

            	
              The
      Seller may alternatively furnish to the Buyer’s account with the Seller a
      credit 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 Clauses 12.1.1 (iii), 12.1.1 (iv) and
      12.1.2 (ii) becoming apparent within the Warranty Period, the Seller shall
      also correct such defect in any Aircraft which has not yet been delivered
      to the Buyer, provided, however,

            


    

    


    
      	
               
      

            	
              (i)

            	
              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 AGTA or of the relevant Purchase Agreement due to the
      Seller's undertaking to make such correction and provided
      further

            


    

    


    
      	
               
      

            	
              (ii)

            	
              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

            	
              Cost of
      inspection

            


    

    


    
      	
               
      

            	
              In
      addition to the remedies set forth in Clauses 12.1.4.1 and 12.1.4.2, the
      Seller shall reimburse the direct labor costs spent by the Buyer in
      performing inspections of the Aircraft to determine whether or not a
      defect exists in any Warranted Part within the Warranty
      Period.

            


    

    


    
      	
               
      

            	
              The
      above commitment is subject to the following
  conditions:

            


    

     

    
      	
               
      

            	
              (i)

            	
              such
      inspections are recommended by a Seller Service Bulletin to be performed
      within the Warranty Period;

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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                (ii)

              	
                the
      reimbursement shall not apply for any inspections performed as an
      alternative to accomplishing corrective action as recommended by the
      Seller when such corrective action has been made available to the Buyer
      and such corrective action could have reasonably been accomplished by the
      Buyer at the time such inspections are performed or
    earlier,

              


      

    

    


    
      	
               
      

            	
              (iii)

            	
              the
      labor rate for the reimbursement shall be labor rate defined in Clause
      12.1.7.5, and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              the
      manhours used to determine such reimbursement shall not exceed the
      Seller's estimate of the manhours required for such
      inspections.

            


    

    


    
      	
              12.1.5

            	
              Warranty Claim
      Requirements

            


    

    


    
      	
               
      

            	
              The
      Buyer’s remedy and the Seller’s obligation and liability under this Clause
      12.1, with respect to any warranty claim submitted by the Buyer (each a
      “Warranty Claim”)
      are subject to the following
conditions:

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      defect having become apparent within the Warranty
  Period;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      Buyer having filed a Warranty Claim within 60 days of discovering the
      defect;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              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
      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 in Clause 12.1.10 or from any act or omission of
      any third party;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              the
      Seller having received a Warranty Claim complying with the provisions of
      Clause 12.1.6 below.

            


    

    


    
      	
              12.1.6

            	
              Warranty
      Administration

            


    

    


    
      	
               
      

            	
              The
      warranties set forth in Clause 12.1 shall be administered as hereinafter
      provided for:

            


    

     

    
      	
              12.1.6.1

            	
              Claim
      Determination

            


    

     

    
      	
               
      

            	
              Warranty
      Claim determination by the Seller shall be reasonably based upon the claim
      details, reports from the Seller Representatives, historical data logs,
      inspection, tests, findings during repair, defect analysis and other
      relevant documents.

            


    

     

    
      	
              12.1.6.2

            	
              Transportation
      Costs

            


    

     

    
      	
               
      

            	
              The
      cost of transporting a Warranted Part claimed to be defective to the
      facilities designated by the Seller and for the return therefrom of a
      repaired or replaced Warranted Part shall be borne by the
      Buyer.

            


    

     

    
      	
              12.1.6.3

            	
              Return of an
      Aircraft

            


    

     

    
      	
               
      

            	
              If
      the Buyer and the Seller mutually agree, prior to such return, that it is
      necessary to return an Aircraft to the Seller for consideration of a
      Warranty Claim, the Seller shall bear the direct costs of fuel and landing
      fees to and from the Seller’s facilities for such return of the Aircraft.
      The Buyer shall make its reasonable efforts to minimize the duration of
      the corresponding flights.

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              12.1.6.4

            	
              On-Aircraft Work by the
      Seller

            


    

     

    
      	
               
      

            	
              If
      the Seller determines that a defect subject to this Clause 12.1 justifies
      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 if the Seller accepts the return of an
      Aircraft to perform or have performed such repair or correction, then the
      labor costs for such on-Aircraft work shall be borne by the
      Seller.

            


    

    


    
      	
               
      

            	
              The
      condition which has to be fulfilled for on-Aircraft work by the Seller is
      that, in the opinion of the Seller, the work necessitates the technical
      expertise of the Seller as manufacturer of the
  Aircraft.

            


    

    


    
      	
               
      

            	
              If
      said condition is 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.

            


    

     

    
      	
              12.1.6.5

            	
              Warranty Claim
      Substantiation

            


    

     

    
      	
               
      

            	
              Each
      Warranty Claim filed by the Buyer under this Clause 12.1, shall contain at
      least the following data:

            


    

    


    
      
        	
                 
      

              	
                a)

              	
                description
      of defect and action taken, if any,

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                b)

              	
                date
      of incident and/or removal date,

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                c)

              	
                description
      of Warranted Part claimed to be defective,

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                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
      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)

              	
                Warranty
      Claim number,

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                l)

              	
                date
      of Warranty Claim,

              
	 	 	 


      

    

    
      	
               
      

            	
              m)

            	
              Delivery
      Date of Aircraft or Warranted Part to the
Buyer,

            


    

     

    
      	
               
      

            	
              Warranty
      Claims are to be addressed as
follows:

            


    

    


    
      	
               
      

            	
              AIRBUS

            


    

    
      	
               
      

            	
              CUSTOMER
      SERVICES DIRECTORATE

            


    

    
      	
               
      

            	
              WARRANTY
      ADMINISTRATION

            


    

    
      	
               
      

            	
              Rond-Point
      Maurice Bellonte

            


    

    
      	
               
      

            	
              B.P.
      33

            


    

    
      	
               
      

            	
              F-31707
      BLAGNAC CEDEX

            


    

    
      	
               
      

            	
              FRANCE

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              12.1.6.6

            	
              Replacements

            


    

     

    
      	
               
      

            	
              Title
      to and risk of loss of any Aircraft, component, accessory, equipment or
      part returned by the Buyer to the Seller shall at all times remain with
      the Buyer, except that:

            


    

     

    
      	
               
      

            	
              (i)

            	
              risk
      of loss (limited to cost of replacement and excluding in particular loss
      of use) shall be with the Seller for as long as such Aircraft, component,
      accessory, equipment or part shall be under the care, custody and control
      of the Seller and;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              title
      to and risk of loss of a returned component, accessory, equipment or part
      shall pass to the Seller upon shipment by the Seller to the Buyer of any
      item furnished by the Seller to the Buyer as a replacement
      therefor.

            


    

     

    
      	
               
      

            	
              Upon
      the Seller's shipment to the Buyer of any replacement component,
      accessory, equipment or part provided by the Seller pursuant to this
      Clause 12.1, title to and risk of loss of such replacement component,
      accessory, equipment or part shall pass to the
  Buyer.

            


    

    


    
      	
              12.1.6.7

            	
              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.

            


    

    


    
      	
              12.1.6.8

            	
              Inspection

            


    

     

    
      	
               
      

            	
              The
      Seller shall have the right to inspect the affected Aircraft, documents
      and other records relating thereto in the event of any Warranty Claim
      under this Clause 12.1.

            


    

    


    
      	
              12.1.7

            	
              Inhouse
      Warranty

            


    

    


    
      	
              12.1.7.1

            	
              Seller's
      Authorization

            


    

     

    
      	
               
      

            	
              The
      Seller hereby authorizes the Buyer repair Warranted Parts (“Inhouse Warranty”)
      subject to the terms of this
Clause 12.1.7.

            


    

    


    
      	
              12.1.7.2

            	
              Conditions for Seller's
      Authorization

            


    

     

    
      	
               
      

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

            


    

     

    
      	
               
      

            	
              -

            	
              provided
      the Buyer notifies the Seller Representatives of its intention to perform
      Inhouse Warranty repairs before any such repairs are started where the
      estimated cost of such repair is in excess of US ***.  The
      Buyer’s notification shall include sufficient detail regarding the defect,
      estimated labor hours and material to allow the Seller to ascertain the
      reasonableness of the estimate.  The Seller agrees to use all
      reasonable efforts to ensure a prompt response and shall not unreasonably
      withhold authorization;

            


    

     

    
      	
               
      

            	
              -

            	
              provided
      adequate facilities and qualified personnel are available to the
      Buyer;

            


    

     

    
      	
               
      

            	
              -

            	
              provided
      repairs are performed in accordance with the Seller's Technical Data or
      written instructions; and

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              -

            	
              only
      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 Clause
    12.1.10.

            


    

    


    
      	
              12.1.7.3

            	
              Seller's
      Rights

            


    

     

    
      	
               
      

            	
              The
      Seller shall have the right to require the return of any Warranted Part,
      or any part removed therefrom, which is claimed to be defective if, in the
      judgment of the Seller, the nature of the claimed defect requires
      technical investigation. Such return shall be subject to the provisions of
      Clause 12.1.6.2. Furthermore, the Seller shall have the right to have a
      Seller Representative present during the disassembly, inspection and
      testing of any Warranted Part claimed to be defective, subject to such
      presence being practical and not unduly delaying the
    repair.

            


    

    


    
      	
              12.1.7.4

            	
              Inhouse Warranty Claim
      Substantiation

            


    

     

    
      	
               
      

            	
              Claims
      for Inhouse Warranty credit shall be filed within the same period set
      forth in Clause 12.1.5 (ii) and shall contain the same information as that
      required for Warranty Claims under Clause 12.1.6.5 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 labor hours,

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                d)

              	
                Inhouse
      Warranty Labor Rate,

              
	 	 	 


      

    

    
      	
               
      

            	
              e)

            	
              total
      claim value.

            


    

     

    
      	
              12.1.7.5

            	
              Credit

            


    

     

    
      	
               
      

            	
              The
      Buyer’s sole remedy and the Seller’s sole obligation and liability with
      respect to Inhouse Warranty Claims shall be the credit to the Buyer’s
      account of an amount equal to the mutually agreed direct labor costs
      expended in performing the repair of a Warranted Part and to the direct
      costs of materials incorporated in said repair determined as set forth
      below:

            


    

    


    
      	
               
      

            	
              (a)

            	
              to
      determine direct labor costs, only manhours spent on removal from the
      Aircraft, disassembly, inspection, repair, reassembly, final inspection
      and test of the Warranted Part and reinstallation thereof on the Aircraft
      shall be counted. Any manhours required for maintenance work concurrently
      being carried out on the Aircraft or Warranted Part shall not be
      included.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      manhours counted as set forth above shall be multiplied by an agreed labor
      rate of *** (“Inhouse
      Warranty Labour Rate”) which is deemed to represent the Buyer’s
      composite labor rate meaning the average hourly rate (excluding all fringe
      benefits, premium time allowances, social security charges, business taxes
      and the like) paid to the Buyer’s employees whose jobs are directly
      related to the performance of the
repair.

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              The
      Inhouse Warranty Labor Rate is subject to annual adjustment *** defined in
      the Seller’s Price Revision Formula set forth in Exhibit C to this
      AGTA.

            


    

    


    
      	
               
      

            	
              (c)

            	
              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.

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              12.1.7.6

            	
              Limitation

            


    

    


    
      	
               
      

            	
              The
      Buyer shall in no event be credited for repair costs (including labor and
      material) for any Warranted Part in excess of *** of the Seller’s current
      catalogue price for a replacement of such defective Warranted
      Part.

            


    

    


    
      	
              12.1.7.7

            	
              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 *** after the date of completion of repair or *** after
      submission of a claim for Inhouse Warranty credit relating thereto,
      whichever is longer. Such parts shall be returned to the Seller within ***
      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
  Representative(s).

            


    

     

    
      	
               
      

            	
              Scrapped
      Warranted Parts shall be evidenced by a record of scrapped material
      certified by an authorized representative of the Buyer and shall be kept
      in the Buyer’s file for a least the duration of the applicable Warranty
      Period.

            


    

    


    
      	
              12.1.8

            	
              Standard Warranty in case of
      Pooling or Leasing
Arrangements

            


    

    


    
      	
               
      

            	
              Without
      prejudice to Clause 21.1, the warranties provided for in this 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 airline 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 law 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 Clause 12.1, has been corrected, replaced or repaired pursuant to
      the terms of this Clause 12.1, the period of the Seller's warranty with
      respect to such corrected, repaired or replacement Warranted Part,
      whichever the case may be, shall be the remaining portion of the original
      warranty or twelve (12) months, whichever is
  longer.

            


    

    


    
      	
               
      

            	
              If
      a defect is attributable to a defective repair or replacement by the
      Buyer, a Warranty Claim with respect to such defect shall be rejected,
      notwithstanding any subsequent correction or repair, and shall immediately
      terminate the remaining warranties under this Clause 12.1 in respect of
      the affected Warranted Part.

            


    

    


    
      	
              12.1.10

            	
              Accepted Industry Standard
      Practices - Normal Wear and
Tear

            


    

    


    
      	
               
      

            	
              The
      Buyer's rights under this 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 accepted industry
      standard practices, all Technical Data and any other instructions issued
      by the Seller, the Suppliers and the Propulsion Systems Manufacturer and
      all applicable rules, regulations and directives of the relevant Aviation
      Authorities.

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              The
      Seller's liability under this 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 ;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              any
      component, equipment, accessory and part from which the trademark, name,
      part or serial number or other identification marks have been
      removed;

            


    

    


    
      	
              12.1.11

            	
              Limitation of
      liability

            


    

    


    
      	
               
      

            	
              THE
      SELLER SHALL NOT BE LIABLE FOR, AND THE BUYER SHALL INDEMNIFY THE SELLER
      AGAINST, ANY CLAIMS FROM ANY THIRD PARTIES FOR LOSSES DUE TO ANY DEFECT OR
      NON-CONFORMITY OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH ANY
      REPAIR OF ANY WARRANTED PART UNDERTAKEN BY THE BUYER UNDER THIS CLAUSE
      12.1 OR ANY OTHER ACTIONS UNDERTAKEN BY THE BUYER UNDER THIS CLAUSE 12,
      WHETHER SUCH CLAIM IS ASSERTED IN CONTRACT OR IN TORT, OR IS PREMISED ON
      ALLEGED, ACTUAL, IMPUTED, ORDINARY OR INTENTIONAL ACTS OR OMISSIONS OF THE
      BUYER.

            


    

    


    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              12.2

            	
              Seller
      Service Life Policy

            


    

    


    
      	
              12.2.1

            	
              In
      addition to the warranties set forth in Clause 12.1, the Seller further
      agrees that should a Failure occur in any Item (as these terms are defined
      herebelow) that has not suffered from an extrinsic force, then, subject to
      the general conditions and limitations set forth in Clause 12.2.4, the
      provisions of this Clause 12.2 shall
apply.

            


    

    


    
      	
               
      

            	
              For
      the purposes of this Clause 12.2:

            


    

    


    
      	
               
      

            	
              (i)

            	
              "Item" means any item
      listed in Exhibit “F”;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              "Failure" means a
      breakage or defect that 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 before the Aircraft in
      which such Item was originally installed has completed a certain amount of
      flight hours or flight cycles or within a period as specified in the
      relevant Purchase Agreement, whichever shall first occur, the Seller shall
      at its 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.

            


    

    


    
      	
              12.2.3

            	
              Seller's Participation in the
      Costs

            


    

    


    
      	
               
      

            	
              Subject
      to the general conditions and limitations set forth in Clause 12.2.4, any
      part or Item that 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 at the Seller’s then current
      sales price therefor, less the Seller's financial participation determined
      in accordance with the following
formula:

            


    

    


    
      	
               
      

            	
              ***

            


    

    


    
      	
              12.2.4

            	
              General Conditions and
      Limitations

            


    

    


    
      	
              12.2.4.1

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

            


    

    


    
      	
              12.2.4.2

            	
              The
      Buyer's remedies and the Seller's obligations and liabilities 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 the Seller to determine whether the
      alleged Failure is covered by this Service Life Policy and, if so, to
      define the portion of the costs to be borne by the Seller in accordance
      with Clause 12.2.3;

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              (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 Clause
  12.1.10;

            


    

    


    
      	
              (iv)

            	
              the
      Buyer shall implement 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)

            	
              the
      Buyer shall report any breakage or defect in writing to the Seller within
      *** after such breakage or defect becomes apparent, whether or not said
      breakage or defect can reasonably be expected to occur in any other
      aircraft, and the Buyer shall have provided to the Seller sufficient
      detail on the breakage or defect to enable the Seller to determine whether
      said breakage or defect is subject to this Service Life
      Policy.

            


    

    


    
      	
              12.2.4.3

            	
              Except
      as otherwise provided for in this 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 Clause
  12.1.6.

            


    

    


    
      	
              12.2.4.4

            	
              In
      the event of the Seller having 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 Clause 12.2 shall be
      subject to the Buyer incorporating such modification in the relevant
      Aircraft, as promulgated by the Seller and in accordance with the Seller's
      instructions, within a reasonable
time.

            


    

    


    
      	
              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 hereunder is to furnish only those corrections to the
      Items or provide replacements therefor as provided for in this Clause
      12.2.

            


    

    


    
      	
               
      

            	
              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 *** limited to the amount the Buyer reasonably expends in
      procuring a correction or replacement for any Item that is the subject of
      a Failure covered by this Service Life Policy and to which such
      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.

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              12.3

            	
              Supplier
      Warranties and Service Life
Policies

            


    

    


    
      	
               
      

            	
              Prior
      to the Delivery of the first Aircraft to be delivered under the relevant
      Purchase Agreement, the Seller shall provide the Buyer with such
      warranties and service life policies that the Seller has obtained pursuant
      to the Supplier Product Support
Agreements.

            


    

    


    
      	
              12.3.1

            	
              Definitions

            


    

    


    
      	
              12.3.1.1

            	
              “Supplier” means any
      supplier of Supplier Parts.

            


    

    


    
      	
              12.3.1.2

            	
              “Supplier Part” means
      any component, equipment, accessory or part installed in an Aircraft at
      the time of Delivery thereof and for which there exists a Supplier Product
      Support Agreement. However, the Propulsion Systems and Buyer Furnished
      Equipment and other equipment selected by the Buyer to be supplied by
      suppliers with whom the Seller has no existing enforceable warranty
      agreements are not Supplier Parts.

            


    

    


    
      	
              12.3.1.3

            	
              “Supplier Product Support
      Agreement” means an agreement between the Seller and a Supplier
      containing enforceable and transferable warranties and in the case of
      landing gear suppliers, service life policies for selected structural
      landing gear elements.

            


    

    


    
      	
              12.3.2

            	
              Supplier's
      Default

            


    

    


    
      	
              12.3.2.1

            	
              In
      the event of any Supplier, under any standard warranty obtained by the
      Seller pursuant to 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 Clause 12.1 shall apply to the extent the same would have
      been applicable had such Supplier Part been a Warranted Part, except that
      the Supplier's warranty period as indicated in the Supplier Product
      Support Agreement shall apply.

            


    

    


    
      	
              12.3.2.2

            	
              In
      the event of any Supplier, under any Supplier Service Life Policy obtained
      by the Seller pursuant to 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 Clause 12.2 shall apply to the extent the same would have
      been applicable had such Supplier Item been listed in Exhibit F, Seller
      Service Life Policy, except that the Supplier's Service Life Policy period
      as indicated in the Supplier 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
      Supplier 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.

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              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 ("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 Clause 12.1, correct
      the design of such Warranted Part to the extent of the Seller's obligation
      as defined in Clause 12.1.

            


    

    


    
      	
              12.4.3

            	
              Supplier's
      Responsibility

            


    

    


    
      	
               
      

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

            


    

    


    
      	
              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
      Supplier 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 Supplier involved.

            


    

    


    
      	
               
      

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

            


    

    


    
      	
              12.4.5

            	
              General

            


    

    


    
      	
              12.4.5.1

            	
              All
      requests under this Clause 12.4 shall be directed to both the Seller and
      the Supplier.

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              12.4.5.2

            	
              Except
      as specifically set forth in this Clause 12.4, this 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 Clause 12.4 shall be deemed to be delivered
      under this AGTA and the relevant Purchase 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 (AS DEFINED BELOW
      FOR THE PURPOSES OF THIS CLAUSE) 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, CONTRACT OR
      OTHERWISE, WITH RESPECT TO ANY NON-CONFORMITY OR DEFECT OF ANY KIND, IN
      ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART, SOFTWARE, DATA OR
      SERVICES DELIVERED UNDER THIS AGTA AND THE RELEVANT PURCHASE AGREEMENT,
      INCLUDING BUT NOT LIMITED TO:

            


    

     

    
      
        	
                 
      

              	
                A.

              	
                ANY
      WARRANTY AGAINST HIDDEN DEFECTS;

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                B.

              	
                ANY
      IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                C.

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

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                D.

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

              
	 	 	 


      

    

    
      	
               
      

            	
              E.

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

            


    

    


    
      	
               
      

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

            


    

     

    
      	
               
      

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

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              12.6

            	
              Duplicate
      Remedies

            


    

    


    
      	
               
      

            	
              The
      Seller shall not be obliged to provide any remedy that duplicates any
      other remedy available to the Buyer in respect of the same defect under
      Clauses 12.1 and 12.2 as such Clauses may be amended, complemented or
      supplemented by other contractual agreements, including a Purchase
      Agreement, or by other Clauses of this
AGTA.

            


    

    


    
      	
              12.7

            	
              Reserved

            


    

    


    
      	
              12.8

            	
              Disclosure
      to Third Party Entity

            


    

    


    
      	
               
      

            	
              In
      the event of the Buyer intending to designate a third party entity (a
      “Third Party Entity”) to administrate this Clause 12, the Buyer shall
      notify the Seller of such intention prior to any disclosure of this Clause
      to the selected Third Party Entity and shall cause such Third Party Entity
      to enter into a confidentiality agreement and or any other relevant
      documentation with the Seller solely for the purpose of administrating
      this Clause 12.

            


    

    


    
      	
              12.9

            	
              Transferability

            


    

    


    
      	
               
      

            	
              Notwithstanding
      the provisions of Clause 12.1.8 hereof and without prejudice to Clause
      21.1, the Buyer's rights under this Clause 12 shall not be assigned, sold,
      leased, transferred, novated or otherwise alienated by operation of law or
      otherwise, without the Seller's prior written consent thereto, which shall
      not be unreasonably withheld.

            


    

    


    
      
        	
                 

              	
                Any
      unauthorized assignment, sale, lease, transfer, novation or other
      alienation of the Buyer's rights under this Clause 12 shall as to the
      particular Aircraft involved, immediately void this Clause 12 in its
      entirety.

              


      

    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              13

            	
              PATENT AND COPYRIGHT
      INDEMNITY

            


    

    


    
      	
              13.1

            	
              Indemnity

            


    

    


    
      	
              13.1.1

            	
              Subject
      to the provisions of Clause 13.2.3, 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) resulting
      from any infringement or claim of infringement by the Airframe (or any
      part or software installed therein at Delivery)
  of:

            


    

    


    
      	
               
      

            	
              (i)

            	
              any
      British, French, German, Spanish or U.S.
patent;

            


    

    


    
      	
               
      

            	
              and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              any
      patent issued under the laws of any other country in which the Buyer may
      lawfully operate the Aircraft, provided that
:

            


    

    


    
      	
               
      

            	
              (1)

            	
              from
      the time of design of such Airframe, accessory, equipment or part and
      until infringement claims are resolved, such country and the flag country
      of the Aircraft are each a party to the Chicago Convention on
      International Civil Aviation of December 7, 1944, and are each 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 and the flag country of the Aircraft are each a party to the
      International Convention for the Protection of Industrial Property of
      March 20, 1883 ("Paris
Convention");

            


    

    


    
      
        	  	
                and

              	
                 

              


      

    

    


    
      	
               
      

            	
              (iii)

            	
              in
      respect of computer software installed on the Aircraft, any copyright,
      provided that the Seller's obligation to indemnify shall be limited to
      infringements in countries which, at the time of infringement, are members
      of The Berne Union and recognise computer software as a "work" under the
      Berne Convention.

            


    

    


    
      
        	
                13.1.2

              	
                Clause 13.1.1
      shall not apply to

              


      

    

    


    
      	
               
      

            	
              (i)

            	
              Buyer
      Furnished Equipment or Propulsion Systems;
or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              parts
      not supplied pursuant to a Supplier Product Support Agreement ;
      or

            


    

    


    
      	
               
      

            	
              (iii)

            	
              software
      not created by the Seller.

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              13.1.3

            	
              In
      the event that the Buyer is prevented from using the Aircraft (whether by
      a valid judgement 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 infringing part of the Aircraft as soon as possible with a
      non-infringing substitute complying in all other respects with the
      requirements of the relevant Purchase
Agreement.

            


    

    


    
      	
              13.2

            	
              Administration of Patent and
      Copyright Indemnity Claims

            


    

    


    
      	
              13.2.1

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

            


    

    


    
      	
               
      

            	
              (i)

            	
              forthwith
      notify the Seller giving particulars
thereof;

            


    

    


    
      	
               
      

            	
              (ii)

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

            


    

    


    
      	
               
      

            	
              (iii)

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

            


    

    


    
      	
               
      

            	
              (iv)

            	
              fully
      co-operate with, and render all such assistance to, the Seller as may be
      pertinent to the defense 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 defense or settlement of any suit or claim
      in the manner which, in the Seller's opinion, it deems
    proper.

            


    

    


    
      	
              13.2.3

            	
              The Seller's liability under this
      AGTA and/or the relevant Purchase Agreement 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 or
  copyright.

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              14.

            	
              TECHNICAL
      DATA AND SOFTWARE SERVICES

            


    

    


    
      	
              14.1

            	
              Scope

            


    

    


    
      	
               
      

            	
              This
      Clause 14 covers the terms and conditions for the supply of technical data
      (“hereinafter “Technical
      Data”) and software services described hereunder (hereinafter
      “Software
      Services”) to support the Aircraft
  operation.

            


    

    


    
      	
              14.1.1

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

            


    

    


    
      	
              14.1.2

            	
              Range,
      form, type, format, quantity and delivery schedule of the Technical Data
      to be provided under this AGTA are outlined in Exhibit
  G.

            


    

    


    
      
      

    

    
      	
              14.2

            	
              Aircraft
      Identification for Technical Data

            


    

    


    
      	
              14.2.1

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

            


    

    


    
      	
              14.2.2

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

            


    

    


    
      	
              14.2.3

            	
              The
      Buyer shall indicate to the Seller the Fleet Serial Number allocated to
      each Aircraft corresponding to the delivery schedule set forth in the
      relevant Purchase Agreement within *** after execution of such relevant
      Purchase Agreement. Neither the designation of such Fleet Serial Numbers
      nor the subsequent allocation of the Fleet Serial Numbers to Manufacturer
      Serial Numbers for the purpose of producing certain customized Technical
      Data shall constitute any property, insurable or other interest of the
      Buyer in any Aircraft prior to the Delivery of such Aircraft as provided
      for in this AGTA and the relevant Purchase
  Agreement.

            


    

    


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

     

    -            Aircraft
Maintenance Manual,

    -            Illustrated
Parts Catalog,

    -            Trouble
Shooting Manual,

    -            Aircraft
Wiring Manual,

    -            Aircraft
Schematics Manual,

    -            Aircraft
Wiring Lists.

    


    
      	
              14.3

            	
              Integration
      of Equipment Data

            


    

    


    
      	
              14.3.1

            	
              Supplier
      Equipment

            


    

    


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

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              14.3.2

            	
              Buyer Furnished
      Equipment

            


    

    


    
      	
              14.3.2.1

            	
              The
      Seller shall introduce data related to Buyer Furnished Equipment, for
      equipment that is installed on the Aircraft by the Seller (hereinafter
      “BFE Data”) into
      the customized Technical Data, at no additional charge to the Buyer for
      the initial issue of the Technical Data provided at first Aircraft
      Delivery under the relevant Purchase Agreement, provided such BFE Data is
      provided in accordance with the conditions set forth in Clauses 14.3.2.2
      through 14.3.2.6.

            


    

    


    
      	
              14.3.2.2

            	
              The
      Buyer shall supply the BFE Data to the Seller at least six (6) months
      prior to the Scheduled Delivery Month of the first Aircraft to be
      delivered under the relevant Purchase
Agreement.

            


    

    


    
      	
              14.3.2.3

            	
              The
      BFE Data shall be supplied in English and shall be established in
      compliance with the then applicable revision of ATA iSpecification 2200
      (iSpec 2200), Information Standards for Aviation
    Maintenance.

            


    

    


    
      	
              14.3.2.4

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

            


    

    


    
      	
               14.3.2.5

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

            


    

    


    
      	
              14.3.2.6

            	
              ***

            


    

    


    
      	
              14.4

            	
              Supply

            


    

    


    
      	
              14.4.1

            	
              Technical
      Data shall be supplied on-line and/or off-line, as set forth in Exhibit
      G.

            


    

    


    
      	
              14.4.2

            	
              The
      Buyer shall not receive any credit or compensation for any unused or only
      partially used Technical Data supplied pursuant to this Clause
      14.

            


    

    


    
      	
              14.4.3

            	
              Delivery

            


    

    


    
      	
              14.4.3.1

            	
              For
      Technical Data provided off-line, such Technical Data and corresponding
      revisions  shall be sent to up to two (2) addresses as indicated
      by the Buyer.

            


    

    


    
      	
              14.4.3.2

            	
              Technical
      Data provided off-line shall be delivered by the Seller at the Buyer’s
      named place of destination under DDU conditions. The term Delivery Duty
      Unpaid (DDU) is defined by publication n° 560 of the
      International Chamber of Commerce, published in January
    2000.

            


    

    


    
      	
              14.4.3.3

            	
              The
      Technical Data shall be delivered according to a mutually agreed schedule
      to correspond with the Deliveries of Aircraft. The Buyer shall provide no
      less than *** notice when requesting a change to such delivery
      schedule.

            


    

    


    
      	
              14.4.4

            	
              It
      shall be the responsibility of the Buyer to coordinate and satisfy local
      Aviation Authorities' requirements with respect to Technical Data.
      Reasonable quantities of such Technical Data shall be supplied by the
      Seller at no charge to the Buyer at the Buyer’s named place of
      destination.

            


    

    


    
      	
               
      

            	
              Notwithstanding
      the foregoing, and in agreement with the relevant Aviation Authorities,
      preference shall be given to the on-line access to such Buyer’s Technical
      Data through the Airbus customer portal
  “AirbusWorld”.

            


    


    ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

    


    
      	
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              14.5

            	
              Revision
      Service

            


    

    


    
      	
               
      

            	
              For
      each firmly ordered Aircraft covered under this AGTA and the relevant
      Purchase Agreement, revision service for the Technical Data shall be
      provided on a *** for a period specified in the relevant Purchase
      Agreement (each a “Revision Service
      Period”).

            


    

    


    Thereafter revision service shall be
provided in accordance with the terms and conditions set forth in the Seller’s
then current Customer Services Catalog.

    


    
      	
              14.6

            	
              Service
      Bulletins (SB) Incorporation

            


    

    


    
      	
               
      

            	
              During
      any Revision Service Period and upon the Buyer’s request, which shall be
      made within two years after issuance of the applicable Service Bulletin,
      Seller Service Bulletin information shall be incorporated into the
      Technical Data, provided that the Buyer notifies the Seller through the
      relevant AirbusWorld on-line Service Bulletin Reporting application that
      it intends to accomplish such Service Bulletin. The split effectivity for
      the corresponding Service Bulletin shall remain in the Technical Data
      until notification from the Buyer that embodiment has been completed on
      all of the Buyer's Aircraft. The foregoing is applicable for Technical
      Data relating to maintenance only. For operational Technical Data either
      the pre or post Service Bulletin status shall be
  shown.

            


    

     

    
      	
              14.7 

            	
              Technical
      Data Familiarization

            


    

    


    The
Seller shall provide Technical Data familiarization training at the Seller’s or
the Buyer’s facilities as set forth in the relevant Purchase Agreement. The
basic familiarization course is tailored for maintenance and engineering
personnel.

    


    
      	
              14.8

            	
              ***

            


    

    


    
      	
              14.9

            	
              AirN@v
      Family products

            


    

    


    
      	
              14.9.1

            	
              The
      Technical Data listed herebelow are provided on DVD and include integrated
      software (hereinafter together referred to as “AirN@v
      Family”).

            


    

    


    
      	
              14.9.2

            	
              The
      AirN@v Family covers several Technical Data domains, reflected by the
      following AirN@v Family products:

            


    

    


    -           
AirN@v / Maintenance,

    -           
AirN@v / Planning,

    -           
AirN@v / Repair,

    -            AirN@v
/ Workshop,

    -            AirN@v
/ Associated Data,

    -            AirN@v
/ Engineering.

    


    
      	
              14.9.3

            	
              Further
      details on the Technical Data included in such products are set forth in
      Exhibit “G”.

            


    

    


    
      	
              14.9.4

            	
              The
      licensing conditions for the use of AirN@v Family integrated software
      shall be as set forth in Part 1 of Exhibit I to the AGTA, “End-User License Agreement for
      Airbus Software”.

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              14.9.5

            	
              The
      revision service and the license to use AirN@v Family products shall be
      granted free of charge for the duration of the corresponding Revision
      Service Period. At the end of such Revision Service Period, the yearly
      revision service for AirN@v Family products and the associated license fee
      shall be provided to the Buyer under the commercial conditions set forth
      in the Seller’s then current Customer Services
  Catalog.

            


    

    


    
      	
              14.10

            	
              On-Line
      Technical Data

            


    

    


    
      	
              14.10.1

            	
              The
      Technical Data defined in Exhibit “G” as being provided on-line shall be
      made available to the Buyer through the Airbus customer portal AirbusWorld
      (“AirbusWorld”), as further described in Part 2 of Exhibit I to the
      AGTA.

            


    

    


    
      	
              14.10.2

            	
              Such
      provision shall be at no cost for the duration of the corresponding
      Revision Service Period.

            


    

    


    
      	
              14.10.3

            	
              Access
      to AirbusWorld shall be subject to the “General Terms and Conditions of
      Access to and Use of AirbusWorld” (hereinafter the “GTC”), as set forth in
      Part 4 of Exhibit I to this AGTA.

            


    

    


    
      	
              14.10.4

            	
              The
      list of the Technical Data provided on-line may be extended from time to
      time.

            


    

    


    
      	
               
      

            	
              For
      any Technical Data which is or becomes available on-line, the Seller
      reserves the right to suppress other formats for the concerned Technical
      Data.

            


    

     

    
      	
              14.10.5

            	
              Access
      to AirbusWorld shall be *** of the Buyer’s users (including ***) for the
      Technical Data related to the Aircraft which shall be operated by the
      Buyer.

            


    

    


    
      	
              14.10.6

            	
              For
      the sake of clarification, it is hereby specified that Technical Data
      accessed through AirbusWorld - which access shall be covered by the terms
      and conditions set forth in the GTC – shall remain subject to the
      conditions of this Clause 14.

            


    

    


    
      	
               
      

            	
              In
      addition, should AirbusWorld provide access to Technical Data in software
      format, the use of such software shall be further subject to the
      conditions of Part 1 of Exhibit I to the
AGTA.

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              14.11

            	
              Waiver,
      Release and Renunciation

            


    

    


    
      	
              14.11.1

            	
              The
      Seller warrants that the Technical Data are prepared in accordance with
      the state of art at the date of their conception. Should any Technical
      Data prepared by the Seller contain non-conformity or defect, the sole and
      exclusive liability of the Seller shall be to take all reasonable and
      proper steps to correct  such Technical Data. Notwithstanding
      the above, no warranties of any kind shall be given for the Customer
      Originated Changes, as set forth in Clause
14.8.

            


    

     

    
      	
               
      

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

            


    

    


    
      
        	
                 
      

              	
                A

              	
                ANY
      WARRANTY AGAINST HIDDEN DEFECTS;

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                B

              	
                ANY
      IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                C

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

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                D

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

              
	 	 	 


      

    

    
      	
               
      

            	
              E

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

            


    

     

    
      	
               
      

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

            


    

     

    
      	
               
      

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

            


    

    


    
      	
              14.12

            	
              Proprietary
      Rights

            


    

    


    
      	
              14.12.1

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

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              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.

            


    

    


    
      	
              14.12.2

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

            


    

    


    
      	
              14.13

            	
              Performance
      Engineer's Program

            


    

    


    
      	
              14.13.1

            	
              In
      addition to the Technical Data provided under Clause 14, the Seller shall
      provide to the Buyer Software Services, which shall consist of the
      Performance Engineer's Programs (“PEP”) for the Aircraft type covered
      under the relevant Purchase Agreement. Such PEP is composed of software
      components and databases and its use is subject to the license conditions
      set forth in Part 1 of Exhibit I to the AGTA “End-User License Agreement
      for Airbus Software”.

            


    

    


    
      	
              14.13.2

            	
              Use
      of the PEP shall be limited to *** copy to be used on the Buyer’s
      computers for the purpose of computing performance engineering data. The
      PEP is intended for use on ground only and shall not be embarked on board
      the Aircraft.

            


    

    


    
      	
              14.13.3

            	
              The
      license to use the PEP and the revision service shall be provided on a
      free of charge basis for the duration of a period specified in the
      relevant Purchase Agreement (the "PEP Revision Service
      Period").

            


    

    


    
      	
              14.13.4

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

            


    

    


    
      	
              14.14

            	
              Future
      Developments

            


    

    


    
      	
               
      

            	
              The
      Seller continuously monitors technological developments and applies them
      to Technical Data, document and information systems’ functionalities,
      production and methods of
transmission.

            


    

    


    
      	
               
      

            	
              The
      Seller shall implement and the Buyer shall accept such new developments,
      it being understood that the Buyer shall be informed in due time by the
      Seller of such new developments and their application and of the date by
      which the same shall be implemented by the
  Seller.

            


    

    


    
      	
              14.15

            	
              Confidentiality

            


    

    


    
      	
              14.15.1

            	
              This
      Clause, the Technical Data, the Software Services and their content are
      designated as confidential. All such Technical Data and Software Services
      are provided to the Buyer for the sole use of the Buyer who undertakes not
      to disclose the contents thereof to any third party without the prior
      written consent of the Seller save as permitted therein or pursuant to any
      government or legal requirement imposed upon the
  Buyer.

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              14.15.2

            	
              In
      the event of the Seller authorizing the disclosure of this Clause or any
      Technical Data or Software Services to third parties either under this
      AGTA and the relevant Purchase Agreement or by an express prior written
      authorization and specifically, in the event of the Buyer intending to
      designate a maintenance and repair organization or a third party to
      perform the maintenance of the Aircraft or to perform data processing on
      its behalf (each a “Third
      Party”), the Buyer shall notify the Seller of such intention prior
      to any disclosure of this Clause and/or the Technical Data and/or the
      Software Services to such Third
Party.

            


    

    


    
      	
               
      

            	
              The
      Buyer hereby undertakes to cause such Third Party to agree to be bound by
      the conditions and restrictions set forth in this Clause 14 with respect
      to the disclosed Clause, Technical Data or Software Services and shall in
      particular cause such Third Party to enter into a confidentiality
      agreement with the Seller and appropriate licensing conditions, and to
      commit to use the Technical Data solely for the purpose of maintaining the
      Buyer’s Aircraft and the Software Services exclusively for processing the
      Buyer’s data.

            


    

    


    
      	
              14.16

            	
              Transferability

            


    

    


    
      	
               
      

            	
              Without
      prejudice to Clause 21.1, the Buyer's rights under this Clause 14 may not
      be assigned, sold, transferred, novated or otherwise alienated by
      operation of law or otherwise, without the Seller's prior written
      consent.

            


    

    
      	
               
      

            	
              Any
      transfer in violation of this Clause 14.16 shall, as to the
      particular Aircraft involved, void the rights and warranties of the Buyer
      under this Clause 14 and any and all other warranties that might arise
      under or be implied in law.

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              15

            	
              SELLER
      REPRESENTATIVE SERVICES

            


    

    


    
      	
               
      

            	
              The
      Seller shall provide *** the Buyer the services described in this Clause
      15, at the Buyer’s main base or at other locations to be mutually
      agreed.

            


    

    


    
      	
              15.1

            	
              Customer
      Support Representative(s)

            


    

    


    
      	
              15.1.1

            	
              The
      Seller shall provide *** the services of Seller customer support
      representative(s), as defined in the relevant Purchase Agreement (each a
      "Seller
      Representative"), at the Buyer’s main base or such other locations
      as the Parties may agree.

            


    

    


    
      	
              15.1.2

            	
              In
      providing the services as described hereabove, any Seller Representatives,
      or any Seller employee(s) providing services to the Buyer hereunder, are
      deemed to be acting in an advisory capacity only and at no time shall they
      be deemed to be acting as Buyer's employees or agents, either directly or
      indirectly.

            


    

    


    
      	
              15.1.3

            	
              The
      Seller shall provide to the Buyer an annual written accounting of the
      consumed man-months and any remaining man-month balance from the allowance
      defined in the relevant Purchase Agreement.  Such accounting
      shall be deemed final and accepted by the Buyer unless the Seller receives
      written objection from the Buyer within thirty (30) calendar days of
      receipt of such accounting.

            


    

    


    
      	
              15.1.4

            	
              In
      the event of a need for Aircraft On Ground (“AOG”) technical assistance
      after the end of the assignment referred to in the relevant Purchase
      Agreement, the Buyer shall have non-exclusive access
  to:

            


    

    


    
      	
               
      

            	
              a)

            	
              AIRTAC
      (Airbus Technical AOG Center);

            


    

    


    
      
        	
              	
                b)

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

              


      

    

    


    
      	
               
      

            	
              As
      a matter of reciprocity, the Buyer shall authorize the Seller
      Representative(s), during his/their assignment at the Buyer’s, to provide
      similar assistance to another
airline.

            


    

    


    
      	
              15.1.5

            	
              Should
      the Buyer request Seller Representative services exceeding the allocation
      specified in the relevant Purchase Agreement, the Seller may provide such
      additional services subject to terms and conditions to be mutually
      agreed.

            


    

    


    
      	
              15.1.6

            	
              The
      Seller shall cause similar services to be provided by representatives of
      the Propulsion Systems Manufacturer and Suppliers, when necessary and
      applicable.

            


    

    


    
      	
              15.2

            	
              Buyer's
      Support

            


    

    


    
      	
              15.2.1

            	
              From
      the date of arrival of the first Seller Representative and for the
      duration of the assignment, the Buyer shall provide *** a suitable
      lockable office, conveniently located with respect to the Buyer's
      maintenance facilities, with complete office furniture and equipment
      including telephone, internet, email and facsimile connections for the
      sole use of the Seller Representative(s). *** upon receipt by the Seller
      of all relevant justifications,
***.

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              15.2.2

            	
              The
      Buyer shall reimburse the Seller the costs for the initial and termination
      assignment travel of the Seller Representatives of *** confirmed ticket,
      Business Class, to and from their place of assignment and Toulouse,
      France.

            


    

    


    
      	
              15.2.3

            	
              The
      Buyer shall also reimburse the Seller the costs for air transportation for
      the annual vacation of the Seller Representatives to and from their place
      of assignment and Toulouse, France.

            


    

    


    
      	
              15.2.4

            	
              Should
      the Buyer request any Seller Representative referred to in Clause 15.1
      above to travel on business to a city other than his usual place of
      assignment, the Buyer shall be responsible for all related transportation
      costs and expenses.

            


    

    


    
      	
              15.2.5

            	
              Absence
      of an assigned Seller Representative during normal statutory vacation
      periods are covered by the Seller Representatives as defined in Clause
      15.1.4 and as such are accounted against the total allocation provided in
      the relevant Purchase Agreement.

            


    

    


    
      	
              15.2.6

            	
              The
      Buyer shall assist the Seller in obtaining from the civil authorities of
      the Buyer's country those documents that are necessary to permit the
      Seller Representative 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 Clause
      15.1.

            


    

    


    
      	
              15.2.7

            	
              The
      Buyer shall reimburse to the Seller charges, taxes, duties, imposts or
      levies of any kind whatsoever, imposed by the authorities of the Buyer's
      country upon:

            


    

    


    
      	
               
      

            	
              -

            	
              the
      entry into or exit from the Buyer's country of the Seller Representatives
      and their families,

            


    

    


    
      	
               
      

            	
              -

            	
              the
      entry into or the exit from the Buyer's country of the Seller
      Representatives and their families' personal
  property,

            


    

    


    
      	
               
      

            	
              -

            	
              the
      entry into or the exit from the Buyer's country of the Seller's property,
      for the purpose of providing the Seller Representatives
      services.

            


    

    


    
      	
              15.3

            	
              Withdrawal
      of the Seller Representative

            


    

    


    
      	
               
      

            	
              The
      Seller shall have the right to withdraw its assigned Seller
      Representatives 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.

            


    

    


    
      	
              15.4

            	
              Indemnities

            


    

    


    
      	
               
      

            	
              INDEMNIFICATION
      PROVISIONS APPLICABLE TO THIS CLAUSE 15 ARE SET FORTH IN CLAUSE
      19.

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              16

            	
              TRAINING
      SUPPORT AND SERVICES

            


    

    


    
      	
              16.1

            	
              General

            


    

    


    
      	
              16.1.1

            	
              This
      Clause 16 sets forth the terms and conditions for the supply of training
      support and services for the Buyer's personnel to support the Aircraft
      operation.

            


    

    


    
      	
              16.1.2

            	
              The
      range, quantity and validity of training to be provided free of charge
      under this AGTA and the relevant Purchase Agreement are covered in
      Appendix A to this Clause 16.

            


    

    


    
      	
              16.1.3

            	
              Scheduling
      of training courses covered in Appendix A shall be mutually agreed during
      a training conference (the “Training Conference”)
      that shall be held no later than *** prior to Delivery of the first
      Aircraft under the relevant Purchase
Agreement.

            


    

    


    
      	
              16.2

            	
              Training
      Location

            


    

    


    
      	
              16.2.1

            	
              The
      Seller shall provide training at its training center in Blagnac, France,
      and/or in Hamburg, Germany, or shall designate an affiliated training
      center in Miami, U.S.A., or Beijing, China (individually a “Seller’s Training
      Center” and collectively the “Seller’s Training
      Centers”).

            


    

    


    
      	
              16.2.2

            	
              If
      the unavailability of facilities or scheduling difficulties make training
      by the Seller at any Seller’s Training Center impractical, the Seller
      shall ensure that the Buyer is provided with such training at another
      location designated by the Seller.

            


    

    


    
      	
              16.2.3.1

            	
              Upon
      the Buyer's request, the Seller may also provide certain training at a
      location other than the Seller's Training Centers, including one of the
      Buyer's bases, if and when practicable for the Seller, under terms and
      conditions to be mutually agreed upon. In such event, all additional
      charges listed in Clauses 16.5.2 and 16.5.3 shall be borne by the
      Buyer.

            


    

    


    
      	
              16.2.3.2

            	
              If
      the Buyer requests training at a location as indicated in Clause 16.2.3.1
      and requires such training to be an Airbus approved course, the Buyer
      undertakes that the training facilities shall be approved prior to the
      performance of such training. The Buyer shall, as necessary and in due
      time prior to the performance of such training, provide access to the
      training facilities set forth in Clause 16.2.3.1 to the Seller’s and the
      competent Aviation Authority’s representatives for approval of such
      facilities.

            


    

    


    
      	
              16.3

            	
              Training
      Courses

            


    

    


    
      	
              16.3.1

            	
              Training
      courses shall be as described in the Seller’s customer services catalog
      (the “Seller's Customer
      Services Catalog”). The Seller's Customer Services Catalog also
      sets forth the minimum and maximum number of trainees per
      course.

            


    

    
      
        	 	 
	
                 
      

              	
                All training
      requests or training course changes made outside of the frame of the
      Training Conference shall be submitted by the Buyer with a
      ***

              


      

    

    


    
      	
              16.3.2

            	
              The
      following terms and conditions shall apply to training performed by the
      Seller:

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              (i)

            	
              Training
      courses shall be the Seller's standard courses as described in the
      Seller's Customer Services Catalog valid at the time of execution of the
      course. The Seller shall be responsible for all training course syllabi,
      training aids and training equipment necessary for the organization of the
      training courses; for the avoidance of doubt, for the purpose of
      performing training, such training equipment does not include
      aircraft.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              The
      training equipment and the training curricula used for the training of
      flight, cabin and maintenance personnel shall not be fully customized but
      shall be configured in order to obtain the relevant Aviation Authority’s
      approval and to support the Seller's training
  programs.

            


    

    


    
      
        	
              	
                (iii)

              	
                Training
      data and documentation for trainees receiving the training at the Seller's
      Training Centers shall be ***. Training data and documentation shall be
      marked "FOR TRAINING ONLY" and as such are supplied for the sole and
      express purpose of training; training data and documentation shall not be
      revised.

              


      

    

    


    
      	
              16.3.3

            	
              When
      the Seller’s training courses are provided by the Seller’s instructors
      (individually an ”Instructor” and
      collectively “Instructors”) the Seller
      shall deliver a Certificate of Recognition or a Certificate of Course
      Completion (each a “Certificate”) or an
      attestation (an “Attestation”), as
      applicable, at the end of any such training course. Any such Certificate
      or Attestation shall not represent authority or qualification by any
      Aviation Authority but may be presented to such Aviation Authority in
      order to obtain relevant formal
qualification.

            


    

    


    
      	
               
      

            	
              In
      the event of training courses being provided by a training provider
      selected by the Seller as set forth in Clause 16.2.2, the Seller shall
      cause such training provider to deliver a Certificate or Attestation,
      which shall not represent authority or qualification by any Aviation
      Authority, but may be presented to such Aviation Authority in order to
      obtain relevant formal
qualification.

            


    

    


    
      	
              16.3.4.1

            	
              ***

            


    

    


    
      	
               
      

            	
              It
      is understood that the above shall apply to the extent that training
      allowances granted under Appendix A
***.

            


    

    


    
      	
               
      

            	
              All requests
      *** shall be submitted by the Buyer with a ***. The requested
      training shall be subject to the Seller’s then existing planning
      constraints.

            


    

    


    
      	
              16.3.4.2

            	
              Should
      the Buyer use none or only part of the training to be provided pursuant to
      this Clause 16, no compensation or credit of any nature shall be
      provided.

            


    

    


    
      	
              16.3.5.1

            	
              Should
      the Buyer decide to cancel or reschedule, fully or partially, and
      irrespective of the location of the training, a training course, a minimum
      advance notification of at least *** prior to the relevant training course
      start date is required.

            


    

    


    
      	
              16.3.5.2

            	
              If
      the notification occurs less than *** but more than *** prior to such
      training, a cancellation fee corresponding to *** of such training shall
      be, as applicable, either deducted from the training allowance defined in
      Appendix A or invoiced at the Seller’s then applicable
    price.

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              16.3.5.3

            	
              If
      the notification occurs *** prior to such training, a cancellation fee
      corresponding to *** of such training shall be, as applicable, either
      deducted from the training allowance defined in Appendix A or invoiced at
      the Seller’s then applicable price.

            


    

    


    
      	
              16.3.5.4

            	
              All
      courses exchanged under Clause 16.3.4.1 shall remain subject to the
      provisions of this Clause 16.3.5.

            


    

    


    
      	
              16.4

            	
              Prerequisites
      and Conditions

            


    

    


    
      	
              16.4.1

            	
              Training
      shall be conducted in English and all training aids used during such
      training shall be written in English using common aeronautical
      terminology.

            


    

    


    
      	
              16.4.2

            	
              The
      Buyer hereby acknowledges that all training courses conducted pursuant to
      this Clause 16 are "Standard Transition Training Courses" and not "Ab
      Initio Training Courses".

            


    

    


    
      	
              16.4.3

            	
              Trainees
      shall have the prerequisite knowledge and experience specified for each
      course in the Seller’s Customer Services
  Catalog.

            


    

    


    
      	
              16.4.4.1

            	
              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.

            


    

    


    
      	
              16.4.4.2

            	
              The
      Seller reserves the right to verify the trainees' proficiency and previous
      professional experience.

            


    

    


    
      	
              16.4.4.3

            	
              The
      Seller shall provide to the Buyer during the Training Conference an
      “Airbus Pre-Training Survey” for completion by the Buyer for each
      trainee.

            


    

    


    
      	
               
      

            	
              The
      Buyer shall provide the Seller with an attendance list of the trainees for
      each course, with the validated qualification of each trainee, at the time
      of reservation of the training course and in no event any later than sixty
      (60) calendar days before the start of the training course. The Buyer
      shall return concurrently thereto the completed Airbus Pre-Training
      Survey, detailing the trainees’ associated background. If the Seller
      determines through the Airbus Pre-Training Survey that a trainee does not
      match the prerequisites set forth in the Seller’s Customer Services
      Catalog, following consultation with the Buyer, such trainee shall be
      withdrawn from the program or directed through a relevant entry level
      training (ELT) program, which shall be at the Buyer’s
    expense.

            


    

    


    
      	
              16.4.4.4

            	
              If
      the Seller determines at any time during the training that a trainee lacks
      the required level, following consultation with the Buyer, such trainee
      shall be withdrawn from the program or, upon the Buyer's request, the
      Seller may be consulted to direct the above mentioned trainee(s), if
      possible, through any other required additional training, which shall be
      at the Buyer's expense.

            


    

    


    
      	
              16.4.5

            	
              The
      Seller shall in no case warrant or otherwise be held liable for any
      trainee's performance as a result of any training
  provided.

            


    

    


    
      	
              16.5

            	
              Logistics

            


    

    


    
      	
              16.5.1

            	
              Trainees

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              16.5.1.1

            	
              Living
      and travel expenses for the Buyer's trainees shall be borne by the
      Buyer.

            


    

    


    
      	
              16.5.1.2

            	
              It
      shall be the responsibility of the Buyer to make all necessary
      arrangements relative to authorizations, permits and/or visas necessary
      for the Buyer’s trainees to attend the training courses to be provided
      hereunder. Rescheduling or cancellation of courses due to the Buyer’s
      failure to obtain any such authorizations, permits and/or visas shall be
      subject to the provisions of Clauses 16.3.5.1 thru
    16.3.5.3.

            


    

    


    
      	
              16.5.2

            	
              Training at External Location -
      Seller’s Instructors

            


    

    


    
      	
              16.5.2.1.1

            	
              In
      the event of training being provided at the Seller’s request at any
      location other than the Seller’s Training Centers, as provided for in
      Clause 16.2.2, the expenses of the Seller’s Instructors shall be borne
      directly by the Seller.

            


    

    


    
      	
              16.5.2.1.2

            	
              In
      the event of training being provided by the Seller’s Instructor(s) at any
      location other than the Seller's Training Centers at the Buyer’s request,
      the Buyer shall reimburse the Seller for all the expenses related to the
      assignment of such Seller Instructors and the performance of their duties
      as aforesaid.

            


    

    


    
      	
              16.5.2.2

            	
              Living
      Expenses

            


    

    


    
      	
               
      

            	
              Except
      as provided for in Clause 16.5.2.1.1 above, the Buyer shall reimburse the
      Seller the living expenses for each Seller Instructor and/or other
      Seller’s personnel providing support under this Clause 16, covering the
      entire period from his day of departure from his main base to day of
      return to such base *** current at the time of the corresponding training
      or support.

            


    

    


    
      	
               
      

            	
              Such
      *** 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.

            


    

    


    
      	
              16.5.2.3

            	
              Air
    Travel

            


    

    
      	
               
      

            	  
      


    

    
      	
               
      

            	
              Except
      as provided for in Clause 16.5.2.1.1 above, the Buyer shall reimburse the
      Seller the airfares for each Seller Instructor and/or other Seller’s
      personnel providing support under this Clause 16, in confirmed business
      class to and from the Buyer's designated training site and the Seller's
      Training Centers, as such airfares are set forth in the Seller's Customer
      Services Catalog current at the time of the corresponding training or
      support.

            


    

    


    
      	
              16.5.2.4

            	
              Buyer’s
      Indemnity

            


    

    


    
      	
               
      

            	
              Except
      in case of gross negligence or willful misconduct of the Seller, the
      Seller shall not be held liable to the Buyer for any delay or cancellation
      in the performance of any training outside of the Seller's Training
      Centers associated with any transportation described in this Clause 16.5.2
      and the Buyer shall indemnify and hold harmless the Seller from any such
      delay and/or cancellation and any consequences arising
      therefrom.

            


    

    


    
      	
              16.5.3

            	
              Training Material and Equipment
      Availability - Training at External
  Location

            


    

    


    
      	
               
      

            	
              Training
      material and equipment necessary for course performance at any location
      other than the Seller's Training Centers or the facilities of a training
      provider selected by the Seller shall be provided by the Buyer at its own
      cost in accordance with the Seller's
  specifications.

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              Notwithstanding
      the foregoing, should the Buyer request the performance of a course at
      another location as per Clause 16.2.3.1, the Seller may, upon the Buyer’s
      request, provide the training material and equipment necessary for such
      course’s performance. Such provision shall be at the Buyer’s
      expense.

            


    

    


    
      	
              16.6

            	
              Flight
      Operations Training

            


    

    


    
      	
               
      

            	
              The
      Seller shall provide training for the Buyer's flight operations personnel
      as further detailed in Appendix A to this Clause 16, including the courses
      described in this Clause 16.6.

            


    

    


    
      	
              16.6.1

            	
              Flight Crew Training
      Course

            


    

    


    
      	
               
      

            	
              The
      Seller shall perform a flight crew training course program for the Buyer's
      flight crews, each of which shall consist of ***, who shall be either
      captain(s) or first officer(s).

            


    

    


    
      	
              16.6.2

            	
              Base Flight
      Training

            


    

    


    
      	
              16.6.2.1

            	
              The
      Buyer shall provide at its own cost its delivered Aircraft, or any other
      aircraft it operates, for any base flight training, which shall consist of
      *** per pilot, performed in accordance with the related Airbus training
      course definition (the “Base Flight
      Training”).

            


    

    


    
      	
              16.6.2.2

            	
              Should
      it be necessary to ferry the Buyer’s delivered Aircraft to the location
      where the Base Flight Training shall take place, the additional flight
      time required for the ferry flight to and/or from the Base Flight Training
      field shall not be deducted from the Base Flight Training
      time.

            


    

    


    
      	
              16.6.2.3

            	
              If
      the Base Flight Training is performed outside of the zone where the Seller
      usually performs such training, the ferry flight to the location where the
      Base Flight Training shall take place shall be performed by a crew
      composed of the Seller’s and/or the Buyer’s qualified pilots, in
      accordance with the relevant Aviation Authority’s regulations related to
      the place of performance of the Base Flight
  Training.

            


    

    


    
      	
               16.6.3

            	
              Flight Crew Line Initial
      Operating Experience

            


    

    


    
      	
               
      

            	
              In
      order to assist the Buyer with initial operating experience after Delivery
      of the first Aircraft under the relevant Purchase Agreement, the Seller
      shall provide to the Buyer pilot Instructor(s) as set forth in Appendix A
      to this Clause 16.

            


    

    


    
      	
               
      

            	
              Should
      the Buyer request, subject to the Seller's consent, such Seller pilot
      Instructors to perform any other flight support during the flight crew
      line initial operating period, such as but not limited to line assistance,
      demonstration flight(s), ferry flight(s) or any flight(s) required by the
      Buyer during the period of entry into service of the Aircraft, it is
      understood that such flight(s) shall be deducted from the flight crew line
      initial operating experience allowance set forth in Appendix A
      hereto.

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              It
      is hereby understood by the Parties that the Seller's pilot Instructors
      shall only perform the above flight support services to the extent they
      bear the relevant qualifications to do
so.

            


    

    


    
      	
              16.6.4

            	
              Type Specific Cabin Crew
      Training Course

            


    

    


    
      	
               
      

            	
              The
      Seller shall provide type specific training for cabin crews, at one of the
      locations defined in Clause 16.2.1.

            


    

    


    
      	
               
      

            	
              If
      the Buyer’s Aircraft is to incorporate special features, the type specific
      cabin crew training course shall be performed no earlier than *** before
      the scheduled Delivery Date of the Buyer's first Aircraft to be delivered
      under the relevant Purchase
Agreement.

            


    

    


    
      	
              16.6.5

            	
              Training on
      Aircraft

            


    

    


    
      	
               
      

            	
              During
      any and all flights performed in accordance with this Clause 16.6, the
      Buyer shall bear full responsibility for the aircraft upon which the
      flight is performed, including but not limited to any required
      maintenance, all expenses such as fuel, oil or landing fees and the
      provision of insurance in line with Clause
  16.13.

            


    

    


    
      	
               
      

            	
              The
      Buyer shall assist the Seller, if necessary, in obtaining the validation
      of the licenses of the Seller’s pilots performing Base Flight Training or
      initial operating experience by the Aviation Authority of the place of
      registration of the Aircraft.

            


    

    


    
      	
              16.7

            	
              Performance / Operations
      Courses

            


    

    


    
      	
               
      

            	
              The
      Seller shall provide performance/operations training for the Buyer's
      personnel as defined in Appendix A to this Clause
  16.

            


    

     

    
      	
               
      

            	
              The
      available courses shall be listed in the Seller’s Customer Services
      Catalog current at the time of the
course.

            


    

    


    
      	
              16.8

            	
              Maintenance
      Training

            


    

    


    
      	
              16.8.1

            	
              The
      Seller shall provide maintenance training for the Buyer's ground personnel
      as further set forth in Appendix A to this Clause
  16.

            


    

     

    
      	
               
      

            	
              The
      available courses shall be as listed in the Seller’s Customer Services
      Catalog current at the time of the
course.

            


    

    


    
      	
               
      

            	
              The
      practical training provided in the frame of maintenance training shall be
      performed on the training devices in use in the Seller’s Training
      Centers.

            


    

    


    
      	
              16.8.2

            	
              Practical Training on
      Aircraft

            


    

    


    
      	
               
      

            	
              Notwithstanding
      Clause 16.8.1 above, upon the Buyer’s request, the Seller may provide
      Instructors for the performance of practical training on aircraft (“Practical
      Training”).

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              Irrespective
      of the location at which the training takes place, the Buyer shall provide
      at its own cost an aircraft for the performance of the Practical
      Training.

            


    

    


    
      	
               
      

            	
              Should
      the Buyer require the Seller’s Instructors to provide Practical
      Training at
      facilities selected by the Buyer, such training shall be subject to prior
      approval of the facilities by the Seller. All costs related to such
      Practical Training, including but not limited to the Seller's approval of
      the facilities, shall be borne by the
Buyer.

            


    

    


    
      	
               
      

            	
              The
      provision of a Seller Instructor for the Practical Training shall be
      deducted from the trainee days allowance defined in Appendix A to this
      Clause 16, subject to the conditions detailed in Paragraph 3.3.4
      thereof.

            


    

    


    
      	
              16.9

            	
              Supplier
      and Propulsion Systems Manufacturer
Training

            


    

    


    
      	
               
      

            	
              Upon
      the Buyer’s request, the Seller shall provide to the Buyer the list of the
      maintenance and overhaul training courses provided by major Suppliers and
      the applicable Propulsion Systems Manufacturer on their respective
      products.

            


    

    


    
      	
              16.10

            	
              Proprietary
      Rights

            


    

    


    
      	
               
      

            	
              All
      proprietary rights, including but not limited to patent, design and
      copyrights, relating to the Seller's training data and documentation shall
      remain with the Seller and/or its Affiliates and/or its Suppliers, as the
      case may be.

            


    

    


    
      	
               
      

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

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              16.11

            	
              Confidentiality

            


    

    


    
      	
               
      

            	
              The
      Seller's training data and documentation are designated as confidential
      and as such are provided to the Buyer for the sole use of the Buyer, for
      training of its own personnel, who undertakes not to disclose the content
      thereof in whole or in part, to any third party without the prior written
      consent of the Seller, save as permitted herein or otherwise pursuant to
      any government or legal requirement imposed upon the
  Buyer.

            


    

    


    
      	
               
      

            	
              In
      the event of the Seller having authorized the disclosure of any training
      data and documentation to third parties either under this AGTA, the
      relevant Purchase Agreement or by an express prior written authorization,
      the Buyer shall cause such third party to agree to be bound by the same
      conditions and restrictions as the Buyer with respect to the disclosed
      training data and documentation and to use such training data and
      documentation solely for the purpose for which they are
      provided.

            


    

    


    
      	
              16.12

            	
              Transferability

            


    

    


    
      	
               
      

            	
              Without
      prejudice to Clause 21.1, the Buyer's rights under this Clause 16 may not
      be assigned, sold, transferred, novated or otherwise alienated by
      operation of law or otherwise, without the Seller's prior written
      consent.

            


    

    


    
      	
              16.13

            	
              Indemnities
      and Insurance

            


    

    


    
      	
               
      

            	
              INDEMNIFICATION
      PROVISIONS AND INSURANCE REQUIREMENTS APPLICABLE TO THIS CLAUSE 16 ARE AS
      SET FORTH IN CLAUSE 19.

            


    

    


    
      	
               
      

            	
              THE
      BUYER SHALL PROVIDE THE SELLER WITH AN ADEQUATE INSURANCE CERTIFICATE
      PRIOR TO ANY TRAINING ON AIRCRAFT.

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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      APPENDIX
A TO CLAUSE 16

    

     

    APPENDIX "A" TO CLAUSE
16

    


    TRAINING
ALLOWANCE

    


    For the
avoidance of doubt, all quantities indicated below are the total quantities
granted for the whole of the Buyer’s fleet of Aircraft firmly ordered through
the relevant Purchase Agreement, unless otherwise specified.

    


    The
contractual training courses defined in this Appendix A shall be provided for a
period of time as set forth in the relevant Purchase Agreement.

    


    Any
deviation to said training delivery schedule shall be mutually agreed between
the Buyer and the Seller.

    


    
      	
              1.

            	
              FLIGHT
      OPERATIONS TRAINING

            


    

    


    
      	
              1.1

            	
              Flight
      Crew Training (standard transition course or Cross crew qualification
      (CCQ) as applicable)

            


    

    


    
      	
               
      

            	
              Flight
      Crew Training allowances are specified in the relevant Purchase
      Agreement.

            


    

    


    
      	
              1.2

            	
              Extended Range For Twin Engine
      Aircraft Operations (ETOPS)
      Training

            


    

    


    
      	
               
      

            	
              ETOPS
      training allowances are specified in the relevant Purchase
      Agreement.

            


    

    


    
      	
              1.3

            	
              Low
      Visibility Operations Training

            


    

    


    
      	
               
      

            	
              Low
      Visibility Operations Training allowances are specified in the relevant
      Purchase Agreement.

            


    

    


    
      	
              1.4

            	
              Flight
      Crew Line Initial Operating
Experience

            


    

    


    
      	
               
      

            	
              Flight
      Crew Line Operating Experience allowances are specified in the relevant
      Purchase Agreement.

            


    

    


    
      	
               
      

            	
              Unless
      otherwise agreed during the Training Conference, in order to follow the
      Aircraft Delivery schedule, the maximum number of pilot Instructors
      present at any one time shall be limited to *** pilot
      Instructors.

            


    

    


    
      	
              1.5

            	
              Type
      Specific Cabin Crew Training Course

            


    

    


    
      	
               
      

            	
              Type
      Specific Crew Training Course allowances are specified in the relevant
      Purchase Agreement.

            


    

    


    
      	
              1.6

            	
              Airbus
      Pilot Instructor Course (APIC)

            


    

    


    Airbus
Pilot Instructor Course allowances are specified in the relevant Purchase
Agreement.  APIC courses shall be performed in groups of
***.

     

    ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

    


    
      	
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      APPENDIX
A TO CLAUSE 16

       

    

    
      	
              2.

            	
              PERFORMANCE
      / OPERATIONS COURSE(S)

            


    

    


    
      	
              2.1

            	
              Performance
      / Operation Course(s) allowances are specified in the relevant Purchase
      Agreement.

            


    

    


    
      	
              2.2

            	
              The
      above trainee days shall be used solely for the performance/operations
      training courses as defined in the Seller’s applicable Training Course
      Catalog.

            


    

    


    
      	
              3.

            	
              MAINTENANCE
      TRAINING

            


    

    


    
      	
              3.1

            	
              Maintenance
      Training Courses allowances are specified in the relevant Purchase
      Agreement.

            


    

    


    
      	
              3.2

            	
              Engine
      Run-up courses allowances are specified in the relevant Purchase
      Agreement.

            


    

    


    
      	
              4.

            	
              TRAINEE
      DAYS ACCOUNTING

            


    

    


    
      	
               
      

            	
              Trainee
      days are counted as follows:

            


    

    


    
      	
              4.1

            	
              For
      instruction at the Seller's Training Centers: *** of instruction for ***
      trainee equals ***. The number of trainees originally registered at the
      beginning of the course shall be counted as the number of trainees to have
      taken the course.

            


    

    


    
      	
              4.2

            	
              For
      instruction outside of the Seller's Training Centers: *** of instruction
      by *** Seller Instructor equals the actual number of trainees attending
      the course or a ***,.

            


    

    


    
      	
              4.3

            	
              For
      structure maintenance training courses outside the Seller’s Training
      Center(s), *** of instruction by *** Seller Instructor equals the actual
      number of trainees attending the course or
***.

            


    

    


    
      	
              4.4

            	
              For
      practical training, whether on training devices or on aircraft, *** of
      instruction by *** Seller Instructor equals the actual number of trainees
      attending the course or a ***.

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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                17

              	
                EQUIPMENT
      SUPPLIER PRODUCT SUPPORT

              


      

    

    


    
      	
              17.1

            	
              Equipment
      Supplier Product Support Agreements

            


    

    


    
      	
              17.1.1

            	
              The
      Seller has obtained enforceable and transferable product support
      agreements from Suppliers of Seller Furnished Equipment listed in the
      Specification, the benefit of which is accepted by the Buyer when entering
      into a Purchase Agreement. Said agreements become enforceable as soon as
      and for as long as an operator is identified as an Airbus aircraft
      operator.

            


    

    


    
      	
              17.1.2

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

            


    

    


    
      	
              17.1.2.1

            	
              Technical
      data and manuals required to operate, maintain, service and overhaul the
      Supplier Parts. Such technical data and manuals shall be prepared in
      accordance with the applicable provisions of ATA Specification including
      revision service and be published in the English language. The Seller
      shall recommend that software data, where applicable, be supplied in the
      form of an appendix to the Component Maintenance Manual, such data shall
      be provided in compliance with the applicable ATA
      Specification;

            


    

    


    
      	
              17.1.2.2

            	
              Warranties
      and guarantees including standard warranties. In addition, landing gear
      Suppliers shall provide service life policies for selected structural
      landing gear elements;

            


    

    


    
      	
              17.1.2.3

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

            


    

    


    
      	
              17.1.2.4

            	
              Spares
      data in compliance with ATA iSpecification 2200, initial provisioning
      recommendations, spare parts and logistic service including routine and
      expedited deliveries.

            


    

    


    
      	
              17.1.2.5

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

            


    

    


    
      	
              17.1.3

            	
              Upon
      the Buyer’s request, the Seller shall provide the Buyer with Supplier
      Product Support Agreements familiarization training at the Seller’s
      facilities in Blagnac, France. An on-line training module shall be further
      available through AirbusWorld, access to which shall be subject to the
      “General Terms and Conditions of Access to and Use of AirbusWorld”
      (hereinafter the “GTC”), as set forth in
      Part 4 of Exhibit I to this AGTA.

            


    

     

    
      	
              17.2

            	
              Supplier
      Compliance

            


    

    


    
      	
               
      

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

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              18

            	
              BUYER FURNISHED
      EQUIPMENT

            


    

    


    
      	
              18.1

            	
              Administration

            


    

    


    
      	
              18.1.1.1

            	
              Without
      additional charge and in accordance with the Specification, the Seller
      shall provide for the installation of those items of equipment that are
      identified in the Specification as being furnished by the Buyer ("Buyer Furnished
      Equipment" or "BFE"), provided that the
      BFE and the supplier of such BFE (the “BFE Supplier”) are
      referred to in the Airbus BFE Product Catalog valid at the time the BFE
      Supplier is selected.

            


    

    


    
      	
              18.1.1.2

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

            


    

    


    
      	
               
      

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

            


    

    


    
      	
              18.1.2.1

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

            


    

    


    
      	
               
      

            	
              The
      BFE Engineering Definition shall include the description of the dimensions
      and weight of BFE, the information related to its certification and the
      information necessary for the installation and operation thereof. The
      Buyer shall furnish, or cause the BFE Suppliers to furnish, the BFE
      Engineering Definition by the dates
specified.

            


    

    


    
      	
               
      

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

            


    

    


    
      	
              18.1.2.2

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

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              The
      Buyer shall also provide, when requested by the Seller, at AIRBUS FRANCE
      S.A.S. works in TOULOUSE (FRANCE) and/or at AIRBUS DEUTSCHLAND GmbH,
      Division Hamburger Flugzeugbau Works in HAMBURG (FEDERAL REPUBLIC OF
      GERMANY) and/or at the Manufacture Facilities in Tianjin (PEOPLE'S
      REPUBLIC OF CHINA) adequate field service including support from BFE
      Suppliers to act in a technical advisory capacity to the Seller in the
      installation, calibration and possible repair of any
  BFE.

            


    

    


    
      	
              18.1.3

            	
              Without
      prejudice to the Buyer’s obligations hereunder, in order to facilitate the
      development of the BFE Engineering Definition, the Seller shall organize
      meetings between the Buyer and BFE Suppliers. The Buyer hereby agrees to
      participate in such meetings and to provide adequate technical and
      engineering expertise to reach decisions within the defined
      timeframe.

            


    

    


    
      	
               
      

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

            


    

    


    
      	
               
      

            	
              ·

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

            


    

    


    
      	
               
      

            	
              ·

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

            


    

    


    
      	
               
      

            	
              ·

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

            


    

    


    
      	
               
      

            	
              -

            	
              Preliminary
      Design Review (“PDR”),

            


    

    
      	
               
      

            	
              -

            	
              Critical
      Design Review (“CDR”);

            


    

    


    
      	
               
      

            	
              ·

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

            


    

    


    
      	
               
      

            	
              ·

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

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              The
      Seller shall be entitled to attend the PDR, the CDR and the FAI. In doing
      so, the Seller’s employees shall be acting in an advisory capacity only
      and at no time shall they be deemed to be acting as Buyer's employees or
      agents, either directly or
indirectly.

            


    

    


    
      	
              18.1.4

            	
              The
      BFE shall be imported into FRANCE or into the FEDERAL REPUBLIC OF GERMANY
      or into the PEOPLE'S REPUBLIC OF CHINA by the Buyer under a suspensive
      customs system ("Régime de l'entrepôt douanier ou régime de
      perfectionnement actif " or "Zollverschluss" or "Inward Processing")
      without application of any French or German or Chinese tax or customs
      duty, and shall be delivered DDU to the following shipping
      addresses:

            


    

    


    AIRBUS FRANCE S.A.S.

    316 Route de Bayonne

    31300 TOULOUSE

    FRANCE

    


    or

    


    AIRBUS
DEUTSCHLAND GmbH

    Kreetslag 10

    21129 HAMBURG

    FEDERAL REPUBLIC OF
GERMANY

    


    or

    


    AIRBUS
Final Assembly Co., Ltd

    Tianjin
Airport Industry Park

    No. 6
West 9 Road

    300638
TIANJIN

    PEOPLE'S
REPUBLIC OF CHINA

    


    
      	
               
      

            	
              as
      specified by the Seller.

            


    

    


    
      	
              18.2

            	
              Applicable
      Requirements

            


    

    


    
      	
               
      

            	
              The
      Buyer is responsible for, at its expense, and warrants that the BFE
      shall:

            


    

    


    
      	
               
      

            	
              ·

            	
              be
      manufactured by a qualified BFE Supplier,
and

            


    

    


    
      	
               
      

            	
              ·

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

            


    

    


    
      	
               
      

            	
              ·

            	
              comply
      with the BFE Engineering Definition,
and

            


    

    


    
      	
               
      

            	
              ·

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

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              ·

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

            


    

    


    
      	
               
      

            	
              ·

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

            


    

    


    
      	
               
      

            	
              ·

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

            


    

    


    
      	
               
      

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

            


    

    


    
      	
              18.3

            	
              Buyer's Obligation and Seller's
      Remedies

            


    

    


    
      	
              18.3.1

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

            


    

    


    
      	
               
      

            	
              ·

            	
              complying
      with the foregoing warranty or in providing the BFE Engineering Definition
      or field service mentioned in Clause 18.1.2.2,
  or

            


    

    


    
      	
               
      

            	
              ·

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

            


    

    


    
      	
               
      

            	
              ·

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

            


    

    


    
      	
               
      

            	
              may
      delay the performance of any act to be performed by the Seller, including
      Delivery of the Aircraft. The Seller shall not be responsible for such
      delay which shall 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 by the Buyer or the BFE Suppliers, such as storage, taxes,
      insurance and costs of out-of sequence
  installation.

            


    

    


    
      	
              18.3.2

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

            


    

    


    
      	
               
      

            	
              (i)

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

            


    

    


    
      
        	
              	
                (ii)

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

              


      

    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              18.4

            	
              Title and Risk of
      Loss

            


    

    


    
      	
               
      

            	
              Title
      to and risk of loss of any BFE shall at all times remain with the Buyer
      except that risk of loss (limited to cost of replacement of said BFE)
      shall be with the Seller for the period starting upon delivery of the BFE
      to the Seller’s facilities until the Aircraft is delivered to the Buyer
      and for as long as such BFE is under the care, custody and control of the
      Seller.

            


    

     

    
      	
              18.5

            	
              Disposition of BFE Following
      Termination

            


    

    


    
      	
              18.5.1

            	
              If
      a termination of this AGTA pursuant to the provisions of Clause 20 occurs
      with respect to an Aircraft in which all or any part of the BFE has been
      installed prior to the date of such termination, the Seller shall be
      entitled, but not required, to remove all items of BFE that can be removed
      without damage to the Aircraft and to undertake commercially reasonable
      efforts to facilitate the sale of such items of BFE to other customers,
      retaining and applying the proceeds of such sales to reduce the Seller’s
      damages resulting from the
termination.

            


    

    


    
      	
              18.5.2

            	
              The
      Buyer shall cooperate with the Seller in facilitating the sale of BFE
      pursuant to Clause 18.5.1 and shall be responsible for all costs incurred
      by the Seller in removing and facilitating the sale of such BFE. The Buyer
      shall reimburse the Seller for all such costs within five (5) Business
      Days of receiving documentation of such costs from the
    Seller.

            


    

    


    
      	
              18.5.3

            	
              The
      Seller shall notify the Buyer as to those items of BFE not sold by the
      Seller pursuant to Clause 18.5.1 above and, at the Seller’s request, the
      Buyer shall undertake to remove such items from the Seller’ facility
      within thirty (30) days of the date of such notice. The Buyer shall have
      no claim against the Seller for damage, loss or destruction of any item of
      BFE removed from the Aircraft and not removed from Seller’s facility
      within such period.

            


    

    


    
      	
              18.5.4

            	
              The
      Buyer shall have no claim against the Seller for damage to or destruction
      of any item of BFE damaged or destroyed in the process of being removed
      from the Aircraft, provided that the Seller shall use reasonable care in
      such removal.

            


    

    


    
      	
              18.5.5

            	
              The
      Buyer shall grant the Seller title to any BFE items that cannot be removed
      from the Aircraft without causing damage to the Aircraft or rendering any
      system in the Aircraft unusable.

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              19

            	
              INDEMNIFICATION AND
      INSURANCE

            


    

    


    
      	
              19.1

            	
              Indemnities Relating to
      Inspection, Technical Acceptance Process and Ground
      Training

            


    

    


    
      	
              19.1.1

            	
              The
      Seller shall, except in case of Gross Negligence of the Buyer, its
      directors, officers, agents or employees, be solely liable for and shall
      indemnify and hold harmless the Buyer, its Affiliates and each of their
      respective  directors, officers, agents, employees and insurers
      from and against all liabilities, claims, damages, costs and expenses
      (including legal expenses and attorney fees) in respect
  of:

            


    

    


    
      	
               
      

            	
              (i)

            	
              loss
      of, or damage to, the Seller's
property;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              injury
      to, or death of, the directors, officers, agents or employees of the
      Seller;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              any
      damage caused by the Seller to third parties arising out of, or in any way
      connected with, any ground check, check or controls under Clause 6 or
      Clause 8 of this AGTA and/or Ground Training Services ;
  and

            


    

    


    
      	
               
      

            	
              (iv)

            	
              any
      damage caused by the Buyer and/or the Seller to third parties arising out
      of, or in any way connected with, technical acceptance flights under
      Clause 8 of this AGTA.

            


    

    


    
      	
              19.1.2

            	
              The
      Buyer shall, except in case of Gross Negligence of the Seller, its
      directors, officers, agents or employees, be solely liable for and shall
      indemnify and hold harmless the Seller, its Affiliates and each of their
      respective directors, officers, agents, employees, sub-contractors and
      insurers from and against all liabilities, claims, damages, costs and
      expenses (including legal expenses and attorney fees) in respect
      of:

            


    

    


    
      
        	
              	
                (i)

              	
                loss
      of, or damage to, the Buyer’s
property;

              


      

    

    


    
      	
               
      

            	
              (ii)

            	
              injury
      to, or death of, the directors, officers, agents or employees of the
      Buyer; and

            


    

    


    
      	
               
      

            	
              (iii)

            	
              any
      damage caused by the Buyer to third parties arising out of, or in any way
      connected with, any ground check, check or controls under Clause 6 or
      Clause 8 of this AGTA and/or Ground Training
  Services.

            


    

    


    
      	
              19.2

            	
              Indemnities Relating to
      Training on Aircraft after
Delivery

            


    

    


    
      	
              19.2.1

            	
              The
      Buyer shall, except in the case of Gross Negligence of the Seller, its
      directors, officers, agents and employees, be solely liable for and shall
      indemnify and hold harmless the Seller, its Affiliates and each of their
      respective directors, officers, agents, employees, sub-contractors and
      insurers 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 in
      respect of:

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              (i)

            	
              injury
      to, or death of, any person (including any of the Buyer's directors,
      officers, agents and employees, but not directors, officers, agents and
      employees of the Seller); and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              loss
      of, or damage to, any property and for loss of use thereof (including the
      aircraft on which the Aircraft Training Services are
      performed),

            


    

    


    arising
out of, or in any way connected with, the performance of any Aircraft Training
Services.

    


    
      	
              19.2.2

            	
              The
      foregoing indemnity shall not apply with respect to the Seller’s legal
      liability towards 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.

            


    

    


    
      	
              19.3

            	
              Indemnities relating to Seller
      Representatives Services

            


    

    


    
      	
              19.3.1

            	
              The
      Buyer shall, except in case of Gross Negligence of the Seller, its
      directors, officers, agents or employees, be solely liable for and shall
      indemnify and hold harmless the Seller, its Affiliates and each of their
      respective directors, officers, agents, employees, sub-contractors and
      insurers from and against all liabilities, claims, damages, costs and
      expenses (including legal expenses and attorney fees) in respect
      of:

            


    

    


    
      	
               
      

            	
              (i)

            	
              injury
      to, or death of, any person (except Seller’s Representatives);
      and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              loss
      of, or damage to, any property and for loss of use
  thereof;

            


    

    


    
      	
               
      

            	
              arising
      out of, or in any way connected with the Seller’s Representatives
      Services.

            


    

    


    
      	
              19.3.2

            	
              The
      Seller shall, except in case of Gross Negligence of the Buyer, its
      directors, officers, agents or employees, be solely liable for and shall
      indemnify and hold harmless the Buyer, its Affiliates and each of their
      respective directors, officers, agents, employees and insurers from and
      against all liabilities, claims, damages, costs and expenses (including
      legal expenses and attorney fees) in respect of all injuries to, or death
      of, the Seller’s Representatives arising out of, or in any way connected
      with the Seller’s Representatives
Services.

            


    

    


    
      	
              19.4

            	
              Insurances

            


    

    


    
      	
               
      

            	
              To
      the extent of the Buyer's undertaking set forth in Clause 19.2.1, for
      all training periods on aircraft, the Buyer
  shall:

            


    

    


    
      	
               
      

            	
              (i)

            	
              cause
      the Seller, its directors, officers, agents, employees, Affiliates and
      sub-contractors, and their respective insurers, to be named as additional
      insured under the Buyer’s Comprehensive Aviation Legal Liability insurance
      policies, including War Risks and Allied Perils such insurance shall
      include the AVN 52E Extended Coverage Endorsement Aviation Liabilities as
      well as additional coverage in respect of War and Allied Perils Third
      Parties Legal Liabilities Insurance;
and

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              (ii)

            	
              with
      respect to the Buyer's Hull All Risks and Hull War Risks insurances and
      Allied Perils, cause the insurers of the Buyer's hull insurance policies
      to waive all rights of subrogation against the Seller, its directors,
      officers, agents, employees, Affiliates and sub-contractors, and their
      respective insurers.

            


    

    


    
      	
               
      

            	
              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) Business Days prior to the start of any such training period,
certificates of insurance from the Buyer's insurance broker(s), in English,
evidencing the limit of liability cover and period of insurance in a form
acceptable to the Seller certifying that such policies have been endorsed as
follows:

    


    
      	
               
      

            	
              (i)

            	
              under
      the Comprehensive Aviation Legal Liability Insurances, the Buyer's
      policies are primary and non-contributory to any insurance maintained by
      the Seller;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              such
      insurance can only be cancelled or materially altered by the giving of not
      less than thirty (30) calendar days (but seven (7) calendar days or such
      lesser period as may be customarily available in respect of War Risks and
      Allied Perils) prior written notice thereof to the Seller;
    and

            


    

    


    
      	
               
      

            	
              (iii)

            	
              under
      any such cover, all rights of subrogation against the Seller, its
      directors, officers, agents, employees, Affiliates and sub-contractors,
      and their respective insurers, have been waived to the extent of the
      Buyer's undertaking and specifically referring to Clause 19.2.1 and
      to this Clause 19.4.

            


    

    


    
      	
              19.5

            	
              Notice of
      Claims

            


    

    


    
      	
               
      

            	
              If
      any claim is made or suit is brought against either Party (or its
      respective directors, officers, agents, employees, Affiliates and
      sub-contractors) for damages for which liability has been assumed by the
      other Party in accordance with the provisions of this AGTA and/or the
      relevant Purchase 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 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.

            


    

    


    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              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, readjustment of debt, 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 ***; or

            


    

    


    
      	
               
      

            	
              (f)

            	
              is
      divested of a substantial part of its assets for a period of at
      ***,

            


    

    


    
      	
               
      

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

            


    

    


    
      	
              20.2

            	
              Termination for Non-Payment of
      Predelivery Payments

            


    

    


    
      	
               
      

            	
              If
      for any Aircraft the Buyer fails to make any Predelivery Payment at the
      time, in the manner and in the amount specified in Clause 5.3 as
      supplemented by the relevant Purchase Agreement, the Seller may, by
      written notice, terminate all or part of such Purchase 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 ***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 the relevant Purchase
      Agreement with respect to undelivered
Aircraft.

            


    

    


    
      	
               
      

            	
              All
      costs referred to in Clause 9.2.3 and relating to the period between the
      notified date of delivery (as referred to in Clause 9.2.3) and the date of
      such termination shall be borne by the
Buyer.

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              20.4

            	
              Termination for Default under
      other Agreements

            


    

    


    
      	
               
      

            	
              If
      the Buyer or any of its Affiliates fails to perform or comply with any
      material obligation expressed to be assumed by it in this AGTA, any
      Purchase Agreement and/or any other agreement between the Buyer or any of
      its Affiliates and the Seller or any of its Affiliates and such failure is
      not remedied ***after the Seller has given notice thereof to the Buyer,
      then the Seller may, by written notice, terminate all or part of any
      Purchase Agreement.

            


    

    


    
      	
              20.5

            	
              General

            


    

    


    
      	
              20.5.1

            	
              To
      the full extent permitted by law, the termination of all or part of a
      Purchase Agreement pursuant to Clauses 20.1, 20.2, 20.3 and 20.4 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 or arbitral panel having
      jurisdiction.

            


    

    


    
      	
              20.5.2

            	
              The
      right for either Party under Clause 20.1 and for the Seller under Clauses
      20.2, 20.3, and 20.4 to terminate all or part of a Purchase Agreement
      shall be without prejudice to any other rights and remedies available to
      such Party to seek termination of all or part of such Purchase Agreement
      before any court or arbitral panel having jurisdiction pursuant to any
      failure by the other Party to perform its obligations under such Purchase
      Agreement.

            


    

    


    
      	
              20.5.3

            	
              If
      the Party taking the initiative of terminating a Purchase Agreement
      decides to terminate part of it only, the notice sent to the other Party
      shall specify those provisions of such Purchase Agreement which shall be
      terminated.

            


    

    


    
      	
              20.5.4

            	
              In
      the event of termination of a Purchase Agreement following a default from
      the Buyer, including but not limited to a default under Clauses 20.1,
      20.2, 20.3 and 20.4, the Seller without prejudice to any other rights and
      remedies available under this AGTA, such Purchase 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 such
      Purchase Agreement and/or this AGTA and corresponding to the Aircraft,
      services, data and other items covered by such
  termination.

            


    

    


    
      	
              20.5.5

            	
              The
      termination of all or part of a Purchase Agreement pursuant to Clauses
      20.1, 20.2, 20.3 and 20.4 shall be deemed to include the termination of
      this AGTA insofar as it relates to the Aircraft, services, data and other
      items covered by such termination.

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              21

            	
              ASSIGNMENTS AND
      TRANSFERS

            


    

    


    
      	
              21.1

            	
              Assignments by
      Buyer

            


    

    


    
      	
               
      

            	
              The
      Buyer may not sell, assign, novate or transfer its rights and obligations
      under this AGTA and/or any Purchase Agreement to any person without the
      prior written consent of the
Seller.

            


    

    


    
      	
              21.2

            	
              Assignments by
      Seller

            


    

    


    
      	
               
      

            	
              The
      Seller may at any time sell, assign, novate or transfer its rights and
      obligations under this AGTA and any Purchase Agreement to any person,
      provided such sale, assignment or transfer be notified to Buyer and shall
      not have a material adverse effect on any of the Buyer’s rights and
      obligations under this AGTA and/or any such Purchase
      Agreement.

            


    

    


    
      	
              21.2.1

            	
              Transfer of Rights and
      Obligations upon
Restructuring

            


    

    


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

    


    
      	
              21.2.2

            	
              Designations by the
      Seller

            


    

    


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

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              22

            	
              MISCELLANEOUS
      PROVISIONS

            


    

    


    
      	
              22.1

            	
              Data
      Retrieval

            


    

    


    
      	
               
      

            	
              The
      Buyer shall provide the Seller, as the Seller may reasonably request, with
      all the necessary data as customarily compiled by the Buyer and pertaining
      to the operation of the Aircraft to assist the Seller in making 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.

            


    

    


    
      	
              22.2

            	
              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), express mail
(tracking receipt requested) or by facsimile, to be confirmed by subsequent
registered mail, 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,
the date upon which it is received by the addressee or, if given by facsimile,
the date upon which it is sent with a correct confirmation printout, provided
that if such date of receipt is not a Business Day notice shall be deemed to
have been received on the first following Business Day, shall be deemed to be
the effective date of such notice or request.

    


    Seller’s address for notices
is:

    


    AIRBUS, S.A.S.

    Attention to V. P.
Contracts

    1 Rond-Point Maurice
Bellonte

    31707 Blagnac Cedex

    France

    


    Buyer’s
address for notices is:

    


    CHINA
SOUTHERN AIRLINES COMPANY LIMITED

    Bai Yun
Airport, Guangzhou 510405, People's Republic of China

    


    Attention:

    Mr. Dong
Su Guang, Vice President

    email:
dongsg@cs-air.com

    fax:
+86-20-8665-1191

    


    Planning
Department

    Mr. Zhang
Chao Yang, Deputy GM of Planning Department

    email:
zhangcy@cs-air.com

    fax:
+86-20-8612-3452

    


    Maintenance
& Engineering Department

    Mr. Li
Ming,  Deputy GM of Maintenance & Engineering
Department

    email:
ming-li@cs-air.com

    fax:
+86-20-8612-3556

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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    Legal
Department

    Ms. Xie
Mila

    email:
xiemila@cs-air.com

    fax:
+86-20-8613-2454

    


    Finance
Department

    Ms. Wang
Xiao Feng  email: wang-xf@cs-air.com

    Mr.
William Huang   email: huangwei@cs-air.com

    fax:
+86-20-8658-0245

    


    
      	
               
      

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

            


    

    


    
      	
              22.3

            	
              Waiver

            


    

    


    
      	
               
      

            	
              The
      failure of either Party to enforce at any time any of the provisions of
      this AGTA and/or of any Purchase Agreement, or to exercise any right
      therein provided, or to require at any time performance by the other Party
      of any of the provisions thereof, 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 AGTA and/or of any such Purchase Agreement or any part
      thereof or the right of the other Party thereafter to enforce each and
      every such provision.  The express waiver (whether made one (1)
      or several times) by either Party of any provision, condition or
      requirement of this AGTA and/or of any Purchase Agreement shall not
      constitute a waiver of any future obligation to comply with such
      provision, condition or
requirement.

            


    

    


    
      	
              22.4

            	
              Law and
      Jurisdiction

            


    

    


    
      	
              22.4.1

            	
              This
      AGTA and any Purchase Agreement incorporating the terms of this AGTA shall
      be governed by and construed in accordance with the laws of
      England.

            


    

    


    
      	
              22.4.2

            	
              Any
      dispute, controversy or claim arising out of or in connection with this
      AGTA and/or any Purchase Agreement, including any question regarding their
      existence, validity or termination ("Dispute") shall be
      referred to and finally resolved in accordance with the following
      procedure.

            


    

    


    The
parties shall first attempt in good faith to resolve the Dispute by negotiation,
in which case, one party shall give notice to the other of the Dispute ("Notice of Dispute"). Such
Notice of Dispute shall include a summary of the subject of the Dispute and the
arguments upon which that party relies.

    Any
Dispute not resolved by negotiation within thirty (30) calendar days following
receipt of the Notice of Dispute by the other party shall be referred to and
finally resolved by arbitration under the Rules of Arbitration of the
International Chamber of Commerce ("ICC") (the "Rules"), which Rules are
deemed to be incorporated by reference into this AGTA and any Purchase
Agreement.

    


    Arbitration
shall be in the English language and be administered by the International Court
of Arbitration of the ICC pursuant to the Rules. The number of arbitrators shall
be three. The place of arbitration shall be London, United Kingdom. The decision
of the arbitral tribunal shall be final and binding on the Parties.

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              22.5

            	
              Contracts (Rights of Third
      Parties) Act 1999

            


    

    


    
      	
               
      

            	
              The
      Parties do not intend that any term of this AGTA and/or of any Purchase
      Agreement shall be enforceable solely by virtue of the Contracts (Rights
      of Third Parties) Act 1999 by any person who is not a party to this AGTA
      and such Purchase Agreement.

            


    

    


    
      	
               
      

            	
              The
      Parties may rescind, vary, waive, release, assign, novate or otherwise
      dispose of all or any of their respective rights or obligations under this
      AGTA and/or of any Purchase Agreement without the consent of any person
      who is not a party to this AGTA and such Purchase
    Agreement.

            


    

    


    
      	
              22.6

            	
              International Supply
      Contract

            


    

    


    
      	
               
      

            	
              The
      Buyer and the Seller recognise that this AGTA is an international 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
      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.

            


    

    


    
      	
               
      

            	
              The
      Buyer and the Seller hereby also agree that the United Nations Convention
      on Contracts for the International Sale of Goods will not apply to this
      AGTA and any relevant Purchase
Agreement.

            


    

    


    
      	
              22.7

            	
              Severability

            


    

    


    
      	
               
      

            	
              In
      the event that any provision of this AGTA and/or of a Purchase Agreement
      should for any reason be held ineffective, the remainder of this AGTA and
      of such Purchase Agreement shall remain in full force and effect. To the
      extent permitted by applicable law, each Party hereto hereby waives any
      provision of law which renders any provision of this AGTA and/or of a
      Purchase Agreement prohibited or unenforceable in any
    respect.

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              22.8

            	
              Alterations to
      Contract

            


    

    


    
      	
               
      

            	
              This
      AGTA and/or any Purchase 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 authorised
    representatives.

            


    

    


    
      	
              22.9

            	
              Language

            


    

    


    
      	
               
      

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

            


    

    


    
      	
              22.10

            	
              Counterparts

            


    

    


    
      	
               
      

            	
              This
      AGTA has been executed in three (3) original copies which are in
      English.

            


    

    


    Notwithstanding
the above, this AGTA may be executed by the Parties in separate counterparts,
each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same AGTA.

    


    
      	
              22.11

            	
              Inconsistencies

            


    

    


    
      	
              22.11.1

            	
              In
      the event of any inconsistency between the terms of this AGTA and/or the
      relevant Purchase Agreement on one part and the terms contained on the
      other part, in either (i) the Specification, or (ii) any other Exhibit, in
      each such case the terms of this AGTA and/or the relevant Purchase
      Agreement shall prevail over the terms of the Specification or any other
      Exhibit.  For the purpose of this Clause 22.11.1, the term AGTA
      shall not include the Specification or any other Exhibit
      hereto.

            


    

    


    
      	
              22.11.2

            	
              If
      there is any inconsistency between the AGTA and any Purchase Agreement,
      the latter shall prevail to the extent of such
    inconsistency.

            


    

    


    
      	
              22.12

            	
              Confidentiality

            


    

    


    
      	
               
      

            	
              This
      AGTA and any Purchase Agreement, including any Exhibits or other documents
      related thereto or other data exchanged between the Buyer and the Seller
      for the fulfilment of their respective obligations under this AGTA and/or
      any Purchase Agreement 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 auditors, legal or tax advisors for the
      purpose of implementation hereof.

            


    

     

    In
particular, both Parties agree:

     

    
      	
               
      

            	
              -

            	
              not
      to make any press release concerning the whole or any part of the contents
      and/or subject matter of this AGTA and/or of any Purchase Agreement
      without the prior written consent of the other Party
    hereto.

            


    

    


    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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              -

            	
              that
      any and all terms and conditions of the transaction contemplated in this
      AGTA and/or any Purchase Agreement are strictly personal and exclusive to
      the Buyer, including in particular, but not limited to, the Aircraft
      pricing (the “Personal Information”). The Buyer therefore agrees to enter
      into consultations with the Seller reasonably in advance of any required
      disclosure of Personal Information to financial institutions, including
      operating lessors, investment banks and their agents or other relevant
      institutions for aircraft sale and leaseback or any other Aircraft or
      Predelivery Payment financing purposes (the “Receiving
      Party”).

            


    

    


    
      	
               
      

            	
              Without
      prejudice to the foregoing, any disclosure of Personal Information to a
      Receiving Party shall be subject to written agreement between the Buyer
      and the Seller, including in particular, but not limited
    to:

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      contact details of the Receiving
Party,

            


    

    
      	
               
      

            	
              (ii)

            	
              the
      extent of the Personal Information subject to
  disclosure,

            


    

    
      	
               
      

            	
              (iii)

            	
              the
      Aircraft pricing to be provided to the Receiving
  Party.

            


    

    


    
      	
               
      

            	
              Furthermore,
      the Buyer shall use its best efforts to limit the disclosure of the
      contents of this AGTA and/or any Purchase Agreement to the extent legally
      permissible in any filing required to be made by the Buyer with any
      governmental or regulatory agency.  The Buyer agrees that prior
      to any such disclosure or filing, the Seller and the Buyer shall jointly
      review and agree on the terms and conditions of the document to be filed
      or disclosed.

            


    

    


    
      	
               
      

            	
              The
      provisions of this Clause 22.12 shall survive any termination of this AGTA
      and/or any Purchase Agreement for a period of five (5) years after the
      date of Delivery of the last Aircraft to be delivered under any Purchase
      Agreement.

            


    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


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

    


    
      
        
          	
                  Agreed
      and Accepted

                	 
      	
                  Agreed
      and Accepted

                
	 
      	 
      	 
      
	
                  For
      and on behalf of

                	 
      	
                  For
      and on behalf of

                
	 
      	 
      	 
      
	
                  CHINA
      SOUTHERN AIRLINES

                	 
      	
                  AIRBUS
      S.A.S.

                
	
                  COMPANY
      LIMITED

                	 
      	 
      
	 
      	 
      	 
      
	
                  Name:

                	
                     

                	 
      	
                  Name:

                	
                     

                
	 
      	 
      	 
      
	
                  Title:

                	
                     

                	 
      	
                  Title:

                	
                     

                


        

      

    

    


    
      
        	
                Witnessed
      and acknowledged,

              
	 
      
	
                For
      and on behalf of

              
	 
      
	
                CHINA
      SOUTHERN AIRLINES GROUP

              
	
                IMPORT
      AND EXPORT TRADING CORP., LTD.

              
	 
      	 
      
	
                Name:

              	
                   

              	 
      
	 
      	 
      
	
                Title:

              	
                   

              	 
      


      

    

     

    
      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
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      EXHIBIT
A

    

    


    
      EXHIBIT
A

    

    


    
      SPECIFICATION

    

    


    
      The
Aircraft Standard Specification is defined in the relevant Purchase
Agreement.

    

    


    
      This
Exhibit A is intentionally deleted.

    

    


    
      	
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      EXHIBIT
B

    

    


    
      EXHIBIT
B

    

    


    
      FORM
OF


    

    
      SPECIFICATION CHANGE
NOTICE

    

    


    
      
        	
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      EXHIBIT
C

    

    


    
      EXHIBIT
C

    

    


    
      AIRFRAME PRICE REVISION
FORMULA

    

    


    
      The
Airframe Price Revision Formula is defined in the relevant Purchase
Agreement.

    

    


    
      This
Exhibit C is intentionally deleted.

    

    


    
      
        	
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    CERTIFICATE OF
ACCEPTANCE

    


    In
accordance with the terms of [clause [·]] of the AGTA dated [day] [month] [year] and made between CHINA
SOUTHERN AIRLINES COMPANY LIMITED (the “Customer”) and AIRBUS S.A.S.
as amended and supplemented from time to time (the “AGTA”), the technical
acceptance tests relating to one Airbus A3[·]-[·] aircraft, bearing
manufacturer’s serial number [·], and registration mark
[·](the “Aircraft”) have taken place in
[Blagnac/Hamburg/Tianjin].

    


    In view
of said tests having been carried out with satisfactory results, the Customer,
[as agent of [insert the name of the lessor/SPC] (the “Owner”) pursuant to the
[purchase agreement assignment] dated [day] [month] [year], between the Customer and
the Owner] hereby
approves the Aircraft as being in conformity with the provisions of the AGTA and
the relevant Purchase Agreement and accepts the Aircraft for delivery in
accordance with the provisions of the AGTA and the relevant Purchase
Agreement.

    


    Such
acceptance shall not impair the rights that may be derived from the warranties
relating to the Aircraft set forth in the Purchase Agreement.

    


    Any right
at law or otherwise to revoke this acceptance of the Aircraft is hereby
irrevocably waived.

    


    IN
WITNESS WHEREOF, the Customer, [as agent of the Owner] has caused this
instrument to be executed by its duly authorised representative this _____ day
of [month], [year] in
[Blagnac/Hamburg].

    


    CUSTOMER
[as agent of OWNER]

    Name:

    Title:

    Signature:

    


    
      
        	
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    EXHIBIT
E

    


    BILL OF
SALE

    


    Know all
men by these presents that Airbus S.A.S., a Société par Actions
Simplifiée existing under French law and having its principal office at 1
rond-point Maurice Bellonte, 31707 Blagnac Cedex, FRANCE (the “Seller”), was this [day] [month] [year] the owner of the title
to the following airframe (the “Airframe”), the
[engines/propulsion systems] as specified (the “[Engines/Propulsion Systems]”) and [all
appliances, components, parts, instruments, accessories, furnishings, modules
and other equipment of any nature], [excluding buyer furnished equipment (“BFE”),] incorporated therein,
installed thereon or attached thereto on the date hereof (the “Parts”):

    


    
      
        
          
            	
                    AIRFRAME:

                  	
                    [ENGINES/PROPULSION SYSTEMS]:

                  
	 
      	 
      
	
                    AIRBUS
      Model A3[·]-[·]

                  	
                    [Insert
      name of engine or propulsion system manufacturer] Model [·]

                  
	 
      	 
      
	
                    MANUFACTURER'S

                  	
                    ENGINE
      SERIAL NUMBERS:

                  
	
                    SERIAL
      NUMBER:  [·]

                  	
                    LH:  [·]

                  
	 
      	
                    RH:
      [·]

                  
	 
      	 
      
	
                    REGISTRATION MARK:    [·]

                  	 
      


          

        

      

    

    


    [and
[had] such title to the BFE as was acquired by it from [insert name of vendor of the
BFE] pursuant to a bill of sale dated ___ [month] [year] (the “BFE Bill of
Sale”)].

    


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

    


    The
Seller did this ___ day of [month] [year], sell, transfer and deliver all of its
above described rights, title and interest in and to the Aircraft [and the BFE]
to the following entity and to its successors and assigns forever, said Aircraft
[and the BFE] to be the property thereof:

    


    CHINA
SOUTHERN AIRLINES COMPANY LIMITED

    Bai Yun
Airport, Guangzhou 510405, People's Republic of China,

    (the
“Buyer”)

    


    The
Seller hereby warrants to the Buyer, its successors and assigns that it had
[(i)] good and lawful right to sell, deliver and transfer title to the
Aircraft to the Buyer and that there was conveyed to the Buyer good, legal and
valid title to the Aircraft, free and clear of all liens, claims, charges,
encumbrances and rights of others and that the Seller will warrant and defend
such title forever against all claims and demands whatsoever [and (ii) such
title to the BFE as Seller has acquired from [insert name of vendor of the
BFE] pursuant to the BFE Bill of Sale].

    


    This Bill
of Sale shall be governed by and construed in accordance with the laws of
England

    


    IN
WITNESS WHEREOF, the undersigned has caused this instrument to be executed by
its duly authorized representative this _____ day of [month], [year] in
[Blagnac/Hamburg/Tianjing].

    


    AIRBUS
S.A.S.

    


    
      
        	
                Name:

              	
                Signature:

              
	
                Title:

              	 
      


      

    

    


    
      
        	
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    EXHIBIT
F

    


    EXHIBIT
F

    


    SERVICE
LIFE POLICY

     

    LIST
OF ITEMS

    


    
      ***  This information is subject to confidential treatment and has been omitted and filed separately with the Commission.

    

    


    
      	
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    EXHIBIT
F

    


    SELLER
SERVICE LIFE POLICY


    


    
      	
              1

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

            


    

    


    
      	
              2

            	
              ***

            


    

    


    
      	
              2.2

            	
              ***

            


    

    


    
      	
              2.3

            	
              ***

            


    

     

    ***  This information is subject to confidential treatment and has been omitted and filed separately with the Commission.
 

    
      	
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      F

            	
              Page
      2/3

            
	
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    EXHIBIT
F

    


    
      	
              2.4

            	
              ***

            


    

    


    
      	
              3

            	
              ***

            


    

    


    
      	
              4

            	
              ***

            


    

    


    
      	
              5

            	
              ***

            


    

     

    ***  This information is subject to confidential treatment and has been omitted and filed separately with the Commission.
 

    
      	
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      F

            	
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      3/3

            
	
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    EXHIBIT
G

    


    EXHIBIT
G

    


    TECHNICAL
DATA INDEX

    


    ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

    


    
      
        	
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      G

              	
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      EXHIBIT
G

       

    

    TECHNICAL DATA
INDEX

    


    Where
applicable data will be established in general compliance with ATA 100
Information Standards for Aviation Maintenance, and the applicable provisions
for digital standard of ATA Specification 2200 (iSpec2200).

    


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

    


    The
explanation of the table is as follows:

    


    
      
        
          	
                  NOMENCLATURE

                	
                  Self-explanatory.

                


        

      

    

    


    
      
        
          	
                  ABBREVIATED DESIGNATION
      (Abbr)

                	
                  Self-explanatory.

                


        

      

    

    


    AVAILABILITY
(Avail)

    


    Technical
Data can be made available :

     

    
      	
              -

            	
              ON-LINE
      (ON) through the relevant service on
  AirbusWorld,

            


    

    and /
or

     

    
      	
              -

            	
              OFF-LINE
      (OFF) through the most suitable means applicable to the size of the
      concerned document  (e.g CD or
DVD).

            


    

    


    FORMAT
(Form)

    


    Following
Technical Data formats may be used:

     

    
      	
              -

            	
              SGML
      - Standard Generalized Mark-up Language, which allows further data
      processing by the Buyer.

            


    

     

    
      	
              -

            	
              XML
      – Extensible Mark-up Language, evolution of the SGML text format to cope
      with WEB technology requirements.

            


    

     

    XML is
used for data processing. Processed data shall be consulted through the e-doc
Viewer FOCT – Flight Operations Consultation Tool.

     

     XML
data may be customized using Airbus customization tools (Flight Operations
Documentation Manager , ADOC) or the Buyer’s own XML based editing
tools.

     

    
      	
              -

            	
              CGM
      – Computer Graphics Metafile, format of the interactive graphics
      associated with the XML and /or SGML text file
  delivery.

            


    

     

    
      	
              -

            	
              PDF
      (PDF) - Portable Document Format allowing data
    consultation.

            


    

     

    ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

    


    
      	
              AGTA
      CSN 2009

            	
              Exhibit
      G

            	
              Page
      2/15

            
	
              CT0803291

            	 
      	
              Private
      & Confidential

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    
       

      EXHIBIT
G

    

     

    
      	
              -

            	
              Advanced
      Consultation Tool -  refers to Technical Data consultation
      application that offers advanced consultation & navigation
      functionality compared to PDF. Both browser software & Technical Data
      are packaged together.

            


    

     

    
      	
              -

            	
              P1
      / P2 - refers to manuals printed on one side or both sides of the
      sheet.

            


    

    


    
      	
              -

            	
              CD-P
      -  refers to CD-Rom including Portable Document Format (PDF)
      Data.

            


    

    


    
      	
              -

            	
              CD-XML
      – Refers to CD-Rom including XML
data

            


    

    


    
      
        	
                TYPE

              	
                C

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

              


      

    

    


    
      
        	
              	
                G

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

              


      

    

    


    
      
        	
              	
                E

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

              


      

    

    


    
      
        
          
            	
                    QUANTITY (Qty)

                  	
                    Self-explanatory
      for physical media.

                  
	 
      	 
      
	
                    DELIVERY (Deliv)

                  	
                    Delivery
      refers to scheduled delivery dates and is expressed in either the number
      of corresponding days prior to first Aircraft delivery, or nil (0)
      referring to the Delivery Date of corresponding
  Aircraft.

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

                  


          

        

      

    

    


    ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

    


    
      
        	
                AGTA
      CSN 2009

              	
                Exhibit
      G

              	
                Page
      3/15

              
	
                CT0803291

              	 
      	
                Private
      & Confidential

              


      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    
       

      EXHIBIT
G

       

    

    
      
        
          
            	
                    NOMENCLATURE

                  	
                    Abbr

                  	
                    Avail

                  	
                    Form

                  	
                    Type

                  	
                    Qty

                  	
                    Deliv

                  	
                    Comments

                  
	
                      OPERATIONAL
      MANUALS AND DATA

                  
	
                    Flight
      Crew Operating Manual

                  	
                    FCOM

                     

                  	
                    ON

                  	
                    XML

                  	
                    C

                  	
                    ***

                  	
                    ***

                  	 
      
	
                    OFF

                  	
                    CD-XML

                  	
                    C

                  	
                    ***

                  	
                    ***

                  
	
                    Flight
      Crew Training Manual

                  	
                    FCTM

                     

                  	
                    ON

                  	
                    XML

                  	
                    C

                  	
                    ***

                  	
                    ***

                  	
                    FCTM
      is a supplement to FCOM, a “Pilot’s guide” for use in training and in
      operations

                  
	
                    OFF

                  	
                    CD-XML

                  	
                    C

                  	
                    ***

                  	
                    ***

                  
	
                    Cabin
      Crew Operating Manual

                  	
                    CCOM

                  	
                    ON

                  	
                    XML

                  	
                    C

                  	
                    ***

                  	
                    ***

                  	
                    LR
      Aircraft: Basic for A340-500/-600 aircraft

                    A330-200/A340-300
      : only for aircraft equipped with enhanced cabin (Mod 48819)

                    SA
      Aircraft: Basic for A318 and for all A319/A320/A321 equipped
      with new CIDS /FAP

                    CCOM
      not available for aircraft with old CIDS re-installed (A319 Mod 34898,
      A320 Mod 34856, A321 Mod 34997 )

                     

                  
	
                    OFF

                  	
                    CD-XML

                  	
                    C

                  	
                    ***

                  	
                    ***

                  
	
                    Flight
      Manual

                  	
                    FM

                     

                  	
                    ON

                  	
                    XML

                  	
                    C

                  	
                    ***

                  	
                    ***

                  	 
      
	
                    OFF

                  	
                    CD-XML

                  	
                    C

                  	
                    ***

                  	
                    ***

                  
	
                    OFF

                  	
                    PDF

                  	
                    C

                  	
                    ***

                  	
                    ***

                  	
                    *PDF
      secure format integrated in the FOCT viewer, used for loading on board
      aircraft EFB, in agreement with Airworthiness
  Authorities.

                  


          

        

      

    

    


    SA
= Single Aisle: A318/A319/A320/A321   /   LR =
Long Range: A330/A340


    


    ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

    


    
      
        	
                AGTA
      CSN 2009

              	
                Exhibit
      G

              	
                Page
      4/15

              
	
                CT0803291

              	 
      	
                Private
      & Confidential

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      EXHIBIT
G

       

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            NOMENCLATURE

                                          	
                                            Abbr

                                          	
                                            Avail

                                          	
                                            Form

                                          	
                                            Type

                                          	
                                            Qty

                                          	
                                            Deliv

                                          	
                                            Comments

                                          
	
                                              OPERATIONAL
      MANUALS AND DATA

                                          
	
                                            Master
      Minimum Equipment List

                                          	
                                            MMEL

                                             

                                          	
                                            ON

                                          	
                                            XML

                                          	
                                            C

                                          	
                                            ***

                                          	
                                            ***

                                          	 
      
	
                                            OFF

                                          	
                                             CD-XML

                                          	
                                            C

                                          	
                                            ***

                                          	
                                            ***

                                          
	
                                            Quick
      Reference Handbook

                                             

                                          	
                                            QRH

                                          	
                                            ON

                                          	
                                            XML

                                          	
                                            C

                                          	
                                            ***

                                          	
                                            ***

                                          	 
      
	
                                            OFF

                                          	
                                            CD-XML

                                          	
                                            C

                                          	
                                            ***

                                          	
                                            ***

                                          
	
                                            Trim
      Sheet

                                          	
                                            TS

                                          	
                                            OFF

                                          	
                                            Electronic

                                            format

                                          	
                                            C

                                          	
                                            ***

                                          	
                                            ***

                                          	
                                            Transferred
      to the Buyer by electronic mail (MS Word or PDF or TIFF).

                                            Note:
      additional document provided by the Seller : IATA Airport Handing Manual /
      AHM sections 515, 516, 560.

                                          
	
                                            Weight
      and Balance Manual

                                          	
                                            WBM

                                          	
                                            ON

                                          	
                                            XML

                                          	
                                            C

                                          	
                                            ***

                                          	
                                            ***

                                          	 
      
	
                                            OFF

                                          	
                                             CD-XML

                                          	
                                            C

                                          	
                                            ***

                                          	
                                            ***

                                          
	
                                            Performance
      Engineer's Programs

                                          	
                                            PEP

                                             

                                          	
                                            ON

                                          	
                                            Performance

                                            Computation

                                            Tool

                                          	
                                            C

                                          	
                                            ***

                                          	
                                            ***

                                          	
                                            A
      collection of aircraft performance software tools in a common
      interface.

                                          
	
                                            OFF

                                          	
                                            Performance

                                            Computation

                                            Tool
      on CD

                                          	
                                            C

                                          	
                                            ***

                                          	
                                            ***

                                          
	
                                            Performance
      Programs Manual

                                          	
                                            PPM

                                          	
                                            OFF

                                          	
                                            CD-P

                                          	
                                            C

                                          	
                                            ***

                                          	
                                            ***

                                          	
                                            Explains
      how to use the PEP & contains specific data for engineers, which are
      not contained in the
FCOM

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

    


    
      
        	
                AGTA
      CSN 2009

              	
                Exhibit
      G

              	
                Page
      5/15

              
	
                CT0803291

              	 
      	
                Private
      & Confidential

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    
       

      EXHIBIT
G

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                NOMENCLATURE

                              	
                                Abbr

                              	
                                Avail

                              	
                                Form

                              	
                                Type

                              	
                                Qty

                              	
                                Deliv

                              	
                                Comments

                              
	
                                MAINTENANCE
      AND ASSOCIATED MANUALS

                              
	
                                AirN@v
      / Maintenance , including :

                                Aircraft
      Maintenance Manual - AMM

                                Illustrated
      Parts Catalog (Airframe)- IPC

                                Illustrated
      Parts Catalog ( Powerplant )- PIPC*

                                Trouble
      Shooting Manual - TSM

                                Aircraft
      Schematics Manual - ASM

                                Aircraft
      Wiring Lists - AWL

                                Aircraft
      Wiring Manual- AWM

                                Electrical
      Standard Practices Manual-ESPM

                              	
                                AirN@v
      /

                                Maintenance

                                 

                                 

                              	
                                ON

                              	
                                Advanced

                                Consultation

                                Tool

                              	
                                C

                              	
                                ***

                              	
                                ***

                              	 
      
	
                                OFF

                              	
                                Advanced

                                Consultation

                                Tool
      on DVD

                              	
                                C

                              	
                                ***

                              	
                                ***

                              	
                                Recommended
      basic delivery quantity

                                *PIPC
      is integrated in the SA aircraft IPC for IAE V2500 A1/A3 Engines and in
      the LR A340-500/-600 aircraft IPC for RR Trent 500 Engines.

                                For
      other aircraft and engine types, to be supplied by Propulsion Systems
      Manufacturer concurrently with the Airframe IPC.

                              
	
                                AirN@v
      / Associated Data

                                Consumable
      Material List – CML

                                Standards
      Manual  - SM

                                Electrical
      Standard Practices Manual - ESPM

                                Tool
      and Equipment Manual – TEM (*)

                                 

                              	
                                AirN@v
      /

                                Associated

                                Data

                              	
                                ON

                              	
                                  Advanced

                                Consultation

                                Tool

                              	
                                G

                              	
                                ***

                              	
                                ***

                              	
                                *
      including Tool and Equipment Manual / Index & Support Equipment
      Summary  data

                              
	
                                OFF

                              	
                                  Advanced

                                Consultation

                                Tool  on
      DVD

                              	
                                G

                              	
                                ***

                              	
                                ***

                              
	
                                Technical
      Follow-up

                              	
                                TFU

                              	
                                ON

                              	
                                PDF

                              	
                                E

                              	
                                ***

                              	
                                ***

                              	
                                TFU
      for trouble shooting & maintenance, to be used with
    AirN@v

                              
	
                                Aircraft  Maintenance
      Manual

                              	
                                AMM

                              	
                                ON

                              	
                                PDF

                              	
                                C

                              	
                                ***

                              	
                                ***

                              	
                                *
      PDF will be discontinued in 2010 after implementation of  the
      AirN@v / Maintenance Technical Data upgrade programme

                              
	
                                OFF

                              	
                                CD-P

                              	
                                C

                              	
                                ***

                              	
                                ***

                              
	
                                ON

                              	
                                SGML

                              	
                                C

                              	
                                ***

                              	
                                ***

                              	
                                Available
      from the Technical  Data Download Service on AirbusWorld
      (Graphics in CGM, compliant with  iSpec
      2200 )

                              
	
                                OFF

                              	
                                SGML

                              	
                                C

                              	
                                ***

                              	
                                ***

                              	
                                Effective
      CD delivery will only take place at the time of explicit request from the
      Buyer

                              


                      

                    

                  

                

              

            

          

        

      

    

     

    ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

    


    
      
        	
                AGTA
      CSN 2009

              	
                Exhibit
      G

              	
                Page
      6/15

              
	
                CT0803291

              	 
      	
                Private
      & Confidential

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      EXHIBIT
G

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      NOMENCLATURE

                                    	
                                      Abbr

                                    	
                                      Avail

                                    	
                                      Form

                                    	
                                      Type

                                    	
                                      Qty

                                    	
                                      Deliv

                                    	
                                      Comments

                                    
	
                                      MAINTENANCE
      AND ASSOCIATED MANUALS (Cont’d)

                                    
	
                                      Aircraft
      Schematics Manual

                                    	
                                      ASM

                                    	
                                      ON

                                    	
                                      PDF

                                    	
                                      C

                                    	
                                      ***

                                    	
                                      ***

                                    	
                                      *
      PDF will be discontinued  in 2010 after implementation
      of  the AirN@v / Maintenance  Technical Data upgrade
      programme

                                    
	
                                      OFF

                                    	
                                      CD-P

                                    	
                                      C

                                    	
                                      ***

                                    	
                                      ***

                                    
	
                                      ON

                                    	
                                      SGML

                                    	
                                      C

                                    	
                                      ***

                                    	
                                      ***

                                    	
                                      Available
      from the Technical  Data Download Service on AirbusWorld
      (Graphics in CGM, compliant with iSpec 2200
      )

                                    
	
                                      OFF

                                    	
                                      SGML

                                    	
                                      C

                                    	
                                      ***

                                    	
                                      ***

                                    	
                                      Effective
      CD delivery will only take place at the time of explicit request from the
      Buyer

                                    
	
                                      Aircraft
      Wiring List

                                    	
                                      AWL

                                       

                                    	
                                      ON

                                    	
                                      PDF

                                    	
                                      C

                                    	
                                      ***

                                    	
                                      ***

                                    	
                                      *
      PDF will be discontinued in 2010 after implementation of  the
      AirN@v / Maintenance Technical Data upgradeprogramme.

                                    
	
                                      OFF

                                    	
                                      CD-P

                                    	
                                      C

                                    	
                                      ***

                                    	
                                      ***

                                    
	
                                      ON

                                    	
                                      SGML

                                    	
                                      C

                                    	
                                      ***

                                    	
                                      ***

                                    	
                                      Available
      from the Technical Data Download Service on AirbusWorld (Graphics in CGM,
      compliant with iSpec 2200
      )

                                    
	
                                      OFF

                                    	
                                      SGML

                                    	
                                      C

                                    	
                                      ***

                                    	
                                      ***

                                    	
                                      Effective
      CD delivery will only take place at the time of explicit request from the
      Buyer

                                    
	
                                      Aircraft
      Wiring Manual

                                    	
                                      AWM

                                       

                                    	
                                      ON

                                    	
                                      PDF

                                    	
                                      C

                                    	
                                      ***

                                    	
                                      ***

                                    	
                                      *
      PDF will be discontinued  in 2010 after implementation
      of  the AirN@v / Maintenance Technical Data upgrade
      programme

                                    
	
                                      OFF

                                    	
                                      CD-P

                                    	
                                      C

                                    	
                                      ***

                                    	
                                      ***

                                    
	
                                      ON

                                    	
                                      SGML

                                    	
                                      C

                                    	
                                      ***

                                    	
                                      ***

                                    	
                                      Available
      from the Technical  Data Download Service on
      AirbusWorld  (Graphics in CGM, compliant with  iSpec 2200
      )

                                    
	
                                      OFF

                                    	
                                      SGML

                                    	
                                      C

                                    	
                                      ***

                                    	
                                      ***

                                    	
                                      Effective
      CD delivery will only take place at the time of explicit request from the
      Buyer

                                    
	
                                      Consumable
      Material List

                                    	
                                      CML

                                    	
                                      OFF

                                    	
                                      SGML

                                    	
                                      G

                                    	
                                      ***

                                    	
                                      ***

                                    	
                                      Effective
      delivery will only take place at the time of explicit request from the
      Buyer

                                    
	
                                      Ecam
      System Logic Data

                                       

                                    	
                                      ESLD

                                       

                                    	
                                      ON

                                    	
                                      PDF

                                    	
                                      E

                                    	
                                      ***

                                    	
                                      ***

                                    	      
                                      Used
      for in-depth aircraft trouble shooting. Ref to SIL 31-033 for
      details.

                                    
	
                                      OFF

                                    	
                                      CD-P

                                    	
                                      E

                                    	
                                      ***

                                    	
                                      ***

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

    


    
      
        	
                AGTA
      CSN 2009

              	
                Exhibit
      G

              	
                Page
      7/15

              
	
                CT0803291

              	 
      	
                Private
      & Confidential

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      EXHIBIT
G

       

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            	
                                                                                                                    NOMENCLATURE

                                                                                                                  	
                                                                                                                    Abbr

                                                                                                                  	
                                                                                                                    Avail

                                                                                                                  	
                                                                                                                    Form

                                                                                                                  	
                                                                                                                    Type

                                                                                                                  	
                                                                                                                    Qty

                                                                                                                  	
                                                                                                                    Deliv

                                                                                                                  	
                                                                                                                    Comments

                                                                                                                  
	
                                                                                                                    MAINTENANCE
      AND ASSOCIATED MANUALS (Cont’d)

                                                                                                                  
	
                                                                                                                    Electrical
      Load Analysis

                                                                                                                  	
                                                                                                                    ELA

                                                                                                                  	
                                                                                                                    OFF

                                                                                                                  	
                                                                                                                    PDF/MS
      Word

                                                                                                                    Excel

                                                                                                                  	
                                                                                                                    C

                                                                                                                  	
                                                                                                                    ***

                                                                                                                  	
                                                                                                                    ***

                                                                                                                  	
                                                                                                                    One
      ELA supplied for each Aircraft, delivered one month after first Aircraft
      Delivery PDF File + Office automation format RTF & Excel file
      delivered on one single CD for ELA updating by the
Buyer

                                                                                                                  
	
                                                                                                                    Electrical
      Standard Practices Manual

                                                                                                                  	
                                                                                                                    ESPM

                                                                                                                  	
                                                                                                                    OFF

                                                                                                                  	
                                                                                                                    SGML

                                                                                                                  	
                                                                                                                    G

                                                                                                                  	
                                                                                                                    ***

                                                                                                                  	
                                                                                                                    ***

                                                                                                                  	
                                                                                                                    *Effective
      CD delivery will only take place at the time of explicit request from the
      Buyer

                                                                                                                  
	
                                                                                                                    Electrical
      Standard Practices booklet

                                                                                                                     

                                                                                                                  	
                                                                                                                    ESP

                                                                                                                  	
                                                                                                                    OFF

                                                                                                                  	
                                                                                                                    P2*

                                                                                                                  	
                                                                                                                    G

                                                                                                                  	
                                                                                                                    ***

                                                                                                                  	
                                                                                                                    ***

                                                                                                                  	
                                                                                                                    *
      Pocke size format booklet, which provides maintenance personnel with quick
      and easy access for the identification of electrical equipment and the
      required tooling.

                                                                                                                  
	
                                                                                                                    Flight
      Data Recording Parameter Library

                                                                                                                  	
                                                                                                                    FDRPL

                                                                                                                  	
                                                                                                                    OFF

                                                                                                                  	
                                                                                                                    Advanced

                                                                                                                    Consultation

                                                                                                                    Tool
      on CD

                                                                                                                  	
                                                                                                                    E

                                                                                                                  	
                                                                                                                    ***

                                                                                                                  	
                                                                                                                    ***

                                                                                                                  	 
	
                                                                                                                    Illustrated
      Parts Catalog (Airframe)

                                                                                                                     

                                                                                                                  	
                                                                                                                    IPC

                                                                                                                     

                                                                                                                  	
                                                                                                                    ON

                                                                                                                  	
                                                                                                                    PDF

                                                                                                                  	
                                                                                                                    C

                                                                                                                  	
                                                                                                                    ***

                                                                                                                  	
                                                                                                                    ***

                                                                                                                  	
                                                                                                                    *
      PDF will be discontinued  in 2010 after implementation
      of  the AirN@v / Maintenance Technical Data upgrade
      programme.

                                                                                                                  
	
                                                                                                                    OFF

                                                                                                                  	
                                                                                                                    CD-P

                                                                                                                  	
                                                                                                                    C

                                                                                                                  	
                                                                                                                    ***

                                                                                                                  	
                                                                                                                    ***

                                                                                                                  
	
                                                                                                                    ON

                                                                                                                  	
                                                                                                                    SGML

                                                                                                                  	
                                                                                                                    C

                                                                                                                  	
                                                                                                                    ***

                                                                                                                  	
                                                                                                                    ***

                                                                                                                  	
                                                                                                                    Available
      from the Technical  Data Download Service on AirbusWorld
      (Graphics in CGM, compliant with iSpec
      2200 )

                                                                                                                  
	
                                                                                                                    OFF

                                                                                                                  	
                                                                                                                    SGML

                                                                                                                  	
                                                                                                                    C

                                                                                                                  	
                                                                                                                    ***

                                                                                                                  	
                                                                                                                    ***

                                                                                                                  	
                                                                                                                    Effective
      CD delivery will only take place at the time of explicit request from the
      Buyer

                                                                                                                  
	
                                                                                                                    Illustrated
      Parts Catalog  (Powerplant)

                                                                                                                     

                                                                                                                  	
                                                                                                                    PIPC

                                                                                                                     

                                                                                                                  	
                                                                                                                    ON

                                                                                                                  	
                                                                                                                    PDF

                                                                                                                  	
                                                                                                                    C

                                                                                                                  	
                                                                                                                    ***

                                                                                                                  	
                                                                                                                    ***

                                                                                                                  	
                                                                                                                    Integrated
      in the SA aircraft IPC for IAE V2500 A1/A3 Engines .

                                                                                                                    Integrated
      in the LR A340-500/-600 aircraft IPC for RR Trent 500
Engines.

                                                                                                                    *For
      other aircraft and engine types, supplied by Propulsion Systems
      Manufacturer concurrently with the Airframe IPC.

                                                                                                                  
	
                                                                                                                    OFF

                                                                                                                  	
                                                                                                                    CD-P

                                                                                                                  	
                                                                                                                    C

                                                                                                                  	
                                                                                                                    ***

                                                                                                                  	
                                                                                                                    ***

                                                                                                                  
	
                                                                                                                    AirN@v
      / Planning ,
      including

                                                                                                                    Maintenance
      Planning Document – MPD

                                                                                                                     

                                                                                                                  	
                                                                                                                    AirN@v/

                                                                                                                    Planning

                                                                                                                     

                                                                                                                  	
                                                                                                                    ON

                                                                                                                  	
                                                                                                                    Advanced

                                                                                                                    Consultation

                                                                                                                    Tool

                                                                                                                  	
                                                                                                                    E

                                                                                                                  	
                                                                                                                    ***

                                                                                                                  	
                                                                                                                    ***

                                                                                                                  	
                                                                                                                    In
      addition to MPD in AirN@v consultable format, AirN@v / Planning includes
      additional MPD files in the following downloadable formats:  -
      PDF format

                                                                                                                    -
      MS XLS ( Excel) format

                                                                                                                    -
      TSDF / Text Structured Data File format (specific ASCII for MIS and
      Database upload )

                                                                                                                    -  SGML
      format for further processing

                                                                                                                    Life
      Limited Parts information is included in the Airworthiness Limitation
      Section (ALS)

                                                                                                                     

                                                                                                                  
	
                                                                                                                    OFF

                                                                                                                  	
                                                                                                                    Advanced

                                                                                                                    Consultation

                                                                                                                    Tool
      on DVD

                                                                                                                  	
                                                                                                                    E

                                                                                                                  	
                                                                                                                    ***

                                                                                                                  	
                                                                                                                    ***

                                                                                                                  


                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

    


    
      
        	
                AGTA
      CSN 2009

              	
                Exhibit
      G

              	
                Page
      8/15

              
	
                CT0803291

              	 
      	
                Private
      & Confidential

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      EXHIBIT
G

       

      
        
          
            
              
                
                  	
                          NOMENCLATURE

                        	
                          Abbr

                        	
                          Avail

                        	
                          Form

                        	
                          Type

                        	
                          Qty

                        	
                          Deliv

                        	
                          Comments

                        
	
                          MAINTENANCE
      AND ASSOCIATED MANUALS (Cont’d)

                        
	
                          Maintenance
      Review Board Report – MRBR

                          Airworthiness
      Limitation Section – ALS

                        	
                          MRBR

                          ALS

                           

                        	
                          ON

                        	
                          PDF

                        	
                          E

                        	
                          ***

                        	
                          ***

                        	
                          The
      latest revisions of individual MRB Report and ALS documents are
      available shortly after approval on AirbusWorld Maintenance &
      Engineering site, under “ Prepare Maintenance
      Programme”,  "Demonstrate compliance with airworthiness
      limitations" tab, with aircraft operators being informed through a
      dedicated OIT.

                           

                        
	
                          Tool
      & Equipment Bulletins

                        	
                          TEB

                        	
                          ON

                        	
                          PDF

                        	
                          E

                        	
                          ***

                        	
                          ***

                        	 
      
	
                          Tool
      and Equipment Drawings

                        	
                          TED

                        	
                          ON

                        	
                          Advanced

                          Consultation

                          Tool

                        	
                          E

                        	
                          ***

                        	
                          ***

                        	
                          These
      drawings include the Seller’s and Suppliers’ equipment drawings, except
      for the Seller’s and Suppliers’ proprietary items

                        
	
                          AirN@v / Engineering ,
      including:

                          Airworthiness
      Directives - AD

                          European
      Airworthiness Directives - EUAD

                          (
      incl. French DGAC AD’s)

                          All
      Operator Telex - AOT

                          Operator
      Information Telex - OIT

                          Flight
      Operator Telex - FOT

                          Modification
      - MOD

                          Modification
      Proposal - MP

                          Service
      Bulletin - SB

                          Service
      Information Letter - SIL

                          Technical
      Follow-Up - TFU

                          Vendor
      Service Bulletin - VSB

                        	
                          AirN@v/

                          Engineering

                           

                        	
                          ON

                        	
                          Advanced

                          Consultation

                          Tool

                        	
                          C

                        	
                          ***

                        	
                          ***

                        	
                          AirN@v
      Engineering is an electronic index used for identification of the
      references and links between the Seller’s and Suppliers’ engineering
      documents

                        
	
                          OFF

                        	
                          Advanced

                          Consultation

                          Tool  on
      DVD

                        	
                          C

                        	
                          ***

                        	
                          ***

                        
	
                          Trouble
      Shooting Manual

                           

                           

                        	
                          TSM

                           

                           

                        	
                          ON

                        	
                          PDF

                        	
                          C

                        	
                          ***

                        	
                          ***

                        	
                          *
      PDF will be discontinued  in 2010 after implementation
      of  the AirN@v / Maintenance Technical Data upgrade
      programme

                        
	
                          OFF

                        	
                          CD-P

                        	
                          C

                        	
                          ***

                        	
                          ***

                        
	
                          ON

                        	
                          SGML

                        	
                          C

                        	
                          ***

                        	
                          ***

                        	
                          Available
      from the Technical  Data Download Service on
      AirbusWorld  (Graphics in CGM, compliant with iSpec 2200
      )

                        
	
                          OFF

                        	
                          SGML

                        	
                          C

                        	
                          ***

                        	
                          ***

                        	
                          Effective
      CD delivery will only take place upon the Buyer’s express
      request.

                        


                

              

            

          

        

      

       

    

    ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

    


    
      
        	
                AGTA
      CSN 2009

              	
                Exhibit
      G

              	
                Page
      9/15

              
	
                CT0803291

              	 
      	
                Private
      & Confidential

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    
       

      EXHIBIT
G

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      	
                                                              NOMENCLATURE

                                                            	
                                                              Abbr

                                                            	
                                                              Avail

                                                            	
                                                              Form

                                                            	
                                                              Type

                                                            	
                                                              Qty

                                                            	
                                                              Deliv

                                                            	
                                                              Comments

                                                            
	
                                                              STRUCTURAL
      MANUALS

                                                            
	
                                                              AirN@v / Repair ,
      including:

                                                              Structural
      Repair Manual (*) - SRM

                                                              Non
      Destructive Testing Manual - NTM

                                                            	
                                                              AirN@v
      /

                                                              Repair

                                                            	
                                                              ON

                                                            	
                                                              Advanced

                                                              Consultation

                                                              Tool

                                                            	
                                                              E

                                                            	
                                                              ***

                                                            	
                                                              ***

                                                            	
                                                              AirN@v
      / Repair includes:

                                                              ·  For SA
      aircraft, one  specific SRM for each A318, A319, A320, A321, one
      SA aircraft common NTM,

                                                              ·  For LR
      aircraft, one SRM and NTM for A340-200/-300,  one SRM and NTM
      for A340-500/-600.

                                                              *Nacelle
      repair data are integrated in the Airframe SRM for A318 PW6000 and
      A340-500/-600 RR Trent  aircraft. For all other SA and LR
      aircraft and engine types, the Nacelle SRM shall be supplied by the
      relevant Propulsion System Supplier.

                                                            
	
                                                              OFF

                                                            	
                                                              Advanced

                                                              Consultation

                                                              Tool
      on DVD

                                                            	
                                                              E

                                                            	
                                                              ***

                                                            	
                                                              ***

                                                            
	
                                                              Structural
      Repair Manual

                                                            	
                                                              SRM

                                                            	
                                                              ON

                                                            	
                                                              SGML

                                                            	
                                                              E

                                                            	
                                                              ***

                                                            	
                                                              ***

                                                            	
                                                              *Upon
      request only.

                                                            
	
                                                              OFF

                                                            	
                                                              SGML

                                                            	
                                                              E

                                                            	
                                                              ***

                                                            	
                                                              ***

                                                            
	
                                                              Non
      Destructive Testing Manual

                                                            	
                                                              NTM

                                                            	
                                                              ON

                                                            	
                                                              SGML

                                                            	
                                                              E

                                                            	
                                                              ***

                                                            	
                                                              ***

                                                            	
                                                              *Upon
      request only.

                                                            
	
                                                              OFF

                                                            	
                                                              SGML

                                                            	
                                                              E

                                                            	
                                                              ***

                                                            	
                                                              ***

                                                            


                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

    


    
      
        	
                AGTA
      CSN 2009

              	
                Exhibit
      G

              	
                Page
      10/15

              
	
                CT0803291

              	 
      	
                Private
      & Confidential

              


      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      EXHIBIT
G

       

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              	
                                                                                                      NOMENCLATURE

                                                                                                    	
                                                                                                      Abbr

                                                                                                    	
                                                                                                      Avail

                                                                                                    	
                                                                                                      Form

                                                                                                    	
                                                                                                      Type

                                                                                                    	
                                                                                                      Qty

                                                                                                    	
                                                                                                      Deliv

                                                                                                    	
                                                                                                      Comments

                                                                                                    
	
                                                                                                      OVERHAUL
      DATA

                                                                                                    
	
                                                                                                      AirN@v / Workshop,
      including:

                                                                                                      Component
      Maintenance Manual Manufacturer - CMMM

                                                                                                      Duct
      Fuel Pipe Repair Manual - DFPRM

                                                                                                       

                                                                                                    	
                                                                                                      AirN@v
      /

                                                                                                      Workshop

                                                                                                       

                                                                                                    	
                                                                                                      ON

                                                                                                    	
                                                                                                      Advanced

                                                                                                      Consultation

                                                                                                      Tool

                                                                                                    	
                                                                                                      E

                                                                                                    	
                                                                                                      ***

                                                                                                    	
                                                                                                      ***

                                                                                                    	
                                                                                                      DFPRM
      first issue in AirN@v / Workshop planned 2nd
      half 2009

                                                                                                    
	
                                                                                                      OFF

                                                                                                    	
                                                                                                      Advanced

                                                                                                      Consultation

                                                                                                      Tool
      on DVD

                                                                                                    	
                                                                                                      E

                                                                                                    	
                                                                                                      ***

                                                                                                    	
                                                                                                      ***

                                                                                                    
	
                                                                                                      Component
      Maintenance Manual Manufacturer

                                                                                                      CMMM

                                                                                                    	
                                                                                                      CMMM

                                                                                                    	
                                                                                                      ON

                                                                                                    	
                                                                                                      SGML

                                                                                                    	
                                                                                                      E

                                                                                                    	
                                                                                                      ***

                                                                                                    	
                                                                                                      ***

                                                                                                    	
                                                                                                      *Upon
      request only. Fallback solution to AirN@v / Workshop

                                                                                                    
	
                                                                                                      OFF

                                                                                                    	
                                                                                                      SGML

                                                                                                    	
                                                                                                      E

                                                                                                    	
                                                                                                      ***

                                                                                                    	
                                                                                                      ***

                                                                                                    
	
                                                                                                      Component
      Maintenance Manual Vendor

                                                                                                    	
                                                                                                      CMMV

                                                                                                       

                                                                                                    	
                                                                                                      OFF

                                                                                                    	
                                                                                                      CD-P

                                                                                                    	
                                                                                                      E

                                                                                                    	
                                                                                                      ***

                                                                                                    	
                                                                                                      ***

                                                                                                    	
                                                                                                       *
      Vendor Supply in digital PDF format .

                                                                                                       

                                                                                                    
	
                                                                                                      ON

                                                                                                    	
                                                                                                      PDF

                                                                                                    	
                                                                                                      E

                                                                                                    	
                                                                                                      ***

                                                                                                    	
                                                                                                      ***

                                                                                                    	
                                                                                                      Available
      from the “Supplier Technical Documentation On-Line Service” in
      AirbusWorld

                                                                                                    
	
                                                                                                      Component
      Documentation Status

                                                                                                    	
                                                                                                      CDS

                                                                                                    	
                                                                                                      OFF

                                                                                                    	
                                                                                                      CD

                                                                                                    	
                                                                                                      C

                                                                                                    	
                                                                                                      ***

                                                                                                    	
                                                                                                      ***

                                                                                                    	
                                                                                                      Revised
      until 180 days after first Aircraft Delivery

                                                                                                    
	
                                                                                                      Component
      Evolution List

                                                                                                    	
                                                                                                      CEL

                                                                                                       

                                                                                                    	
                                                                                                      ON

                                                                                                    	
                                                                                                      PDF

                                                                                                    	
                                                                                                      G

                                                                                                    	
                                                                                                      ***

                                                                                                    	
                                                                                                      ***

                                                                                                    	 
      
	
                                                                                                      OFF

                                                                                                    	
                                                                                                      CD-P

                                                                                                    	
                                                                                                      G

                                                                                                    	
                                                                                                      ***

                                                                                                    	
                                                                                                      ***

                                                                                                    	
                                                                                                      Delivered
      as follow-on to
CDS.

                                                                                                    


                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

    


    
      
        	
                AGTA
      CSN 2009

              	
                Exhibit
      G

              	
                Page
      11/15

              
	
                CT0803291

              	 
      	
                Private
      & Confidential

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    EXHIBIT
G

    


    
      
        
          
            
              
                
                  
                    	
                            NOMENCLATURE

                          	
                            Abbr

                          	
                            Avail

                          	
                            Form

                          	
                            Type

                          	
                            Qty

                          	
                            Deliv

                          	
                            Comments

                          
	
                              ENGINEERING
      DOCUMENTS

                          
	
                            Mechanical
      Drawings, including  the Drawing Picture, Parts List / Parts
      Usage

                          	
                            MD

                          	
                            ON

                          	
                            Advanced

                            Consultation

                            Tool

                          	
                            C

                          	
                            ***

                          	
                            ***

                          	
                            Seller
      Installation, Assembly and Detailed part Drawings for Structure &
      System installations, fitted  on the Buyer’s fleet or Aircraft .
      They cover the Aircraft “as designed”, ie in its original configuration at
      first Aircraft Delivery.

                            Repair
      drawings are supplied upon specific Buyer request.

                            Buyer’s
      queries shall be issued in connection with an approved document: SB, SRM
      or RAS (Repair Assessment Sheet)

                            Mechanical
      Drawings include:

                            2D
      Drawing sheets

                            Parts
      List / Parts Usage (in PDF).

                          
	
                            Standards
      Manual

                          	
                            SM

                          	
                            ON

                          	
                            SGML

                          	
                            G

                          	
                            ***

                          	
                            ***

                          	
                             

                            Effective
      delivery will only take place at the time of explicit request from the
      Buyer.

                          
	
                            OFF

                          	
                            SGML

                          	
                            G

                          	
                            ***

                          	
                            ***

                          
	
                            Process
      and Material Specification

                          	
                            PMS

                             

                          	
                            ON

                          	
                            PDF

                          	
                            G

                          	
                            ***

                          	
                            ***

                          	 
      
	
                            OFF

                          	
                            CD-P

                          	
                            G

                          	
                            ***

                          	
                            ***

                          


                  

                

              

            

          

        

      

    

     

    ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

    


    
      
        	
                AGTA
      CSN 2009

              	
                Exhibit
      G

              	
                Page
      12/15

              
	
                CT0803291

              	 
      	
                Private
      & Confidential

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      EXHIBIT
G

       

    

    
      
        
          
            
              	
                      NOMENCLATURE

                    	
                      Abbr

                    	
                      Avail

                    	
                      Form

                    	
                      Type

                    	
                      Qty

                    	
                      Deliv

                    	
                      Comments

                    
	
                         MISCELLANEOUS
      PUBLICATIONS

                    
	
                      Airplane
      Characteristics for Airport Planning - AC

                      Maintenance
      Facility Planning - MFP

                       

                    	
                      AC/MFP

                       

                    	
                      ON

                    	
                      PDF

                    	
                      E

                    	
                      ***

                    	
                      ***

                    	
                      Available
      On-Line in AirbusWorld

                    
	
                      OFF

                    	
                      CD-P

                    	
                      E

                    	
                      ***

                    	
                      ***

                    	
                      Grouped
      on one single CD

                      Fallback
      solution to the on-line AC / MFP

                    
	
                      ATA
      100 Index

                    	
                      ATI

                    	
                      ON

                    	
                      PDF

                    	
                      E

                    	
                      ***

                    	
                      ***

                    	
                      6
      Digits ATA 100 Index

                    
	
                      C@DETS
      /Technical Data Training Courseware and Software

                    	
                      C@DETS

                    	
                      ON

                    	
                      Advanced

                      Consultation

                      Tool  on
      CD

                    	
                      G

                    	
                      ***

                    	
                      ***

                    	
                      Technical
      Data self-tutorial training which provides basic familiarization tailored
      for Maintenance and Engineering personnel.

                      It
      is AirN@v Services oriented and available on AirbusWorld for downloading
      by module as required.

                    
	
                      OFF

                    	
                      Advanced

                      Consultation

                      Tool

                    	
                      G

                    	
                      ***

                    	
                      ***

                    
	
                      Aircraft
      Recovery Manual

                    	
                      ARM

                       

                    	
                      ON

                    	
                      PDF

                    	
                      E

                    	
                      ***

                    	
                      ***

                    	 
      
	
                      OFF

                    	
                      CD-P

                    	
                      E

                    	
                      ***

                    	
                      ***

                    
	
                      Aircraft
      Rescue & Firefighting Chart

                    	
                      ARFC

                    	
                      ON

                    	
                      PDF

                    	
                      E

                    	
                      ***

                    	
                      ***

                    	
                      Chart
      can be downloaded from AirbusWorld either in TIFF or PDF
      format

                    
	
                      OFF

                    	
                      P1

                    	
                      E

                    	
                      ***

                    	
                      ***

                    	
                      Full
      size charts, which are available in poster format (530 x 640
      mm)

                    
	
                      Cargo
      Loading System Manual

                    	
                      CLS

                       

                    	
                      ON

                    	
                      PDF

                    	
                      E

                    	
                      ***

                    	
                      ***

                    	 
      
	
                      OFF

                    	
                      CD-P

                    	
                      E

                    	
                      ***

                    	
                      ***

                    	
                      One
      CLS per delivered Aircraft

                       

                    
	
                      List
      of Effective Technical Data

                    	
                      LETD

                    	
                      ON

                    	
                      PDF

                    	
                      C

                    	
                      ***

                    	
                      ***

                    	
                      The
      LETD provides, for each Technical Data, information about:

                      -  
      Applicable issue and revision date,

                      - 
       Shipping information with search functions by manual or
      delivery address
      criteria,

                      - 
      Tracking of shipments through the Carrier Website.

                       

                    
	
                      List
      of Radioactive and Hazardous Elements

                    	
                      LRE

                       

                    	
                      ON

                    	
                      PDF

                    	
                      G

                    	
                      ***

                    	
                      ***

                    	 
      
	
                      OFF

                    	
                      CD-P

                    	
                      G

                    	
                      ***

                    	
                      ***

                    


            

          

        

      

    

    


    ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

    


    
      
        	
                AGTA
      CSN 2009

              	
                Exhibit
      G

              	
                Page
      13/15

              
	
                CT0803291

              	 
      	
                Private
      & Confidential

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      EXHIBIT
G

       

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  NOMENCLATURE

                                                	
                                                  Abbr

                                                	
                                                  Avail

                                                	
                                                  Form

                                                	
                                                  Type

                                                	
                                                  Qty

                                                	
                                                  Deliv

                                                	
                                                  Comments

                                                
	
                                                  MISCELLANEOUS
      PUBLICATIONS

                                                
	
                                                  Live
      Animal Transportation Calculation Tool

                                                	
                                                  LATC

                                                   

                                                	
                                                  ON

                                                	
                                                  Advanced

                                                  Calculation

                                                  Tool

                                                	
                                                  E

                                                	
                                                  ***

                                                	
                                                  ***

                                                	
                                                  Available
      for A340-500/-600 aircraft .

                                                  Electronic
      format, which includes a software tool to calculate the loads of various
      live animals which can be transported in cargo compartments under known
      environmental conditions

                                                  Remark
      : LTM (Live Stock Transportation Manual) replaced by LATC, migration for
      LR aircraft :Jul 09, for SA aircraft : Oct 09

                                                
	
                                                  Live
      Animal Transportation Calculation Tool

                                                	
                                                  LATC

                                                   

                                                	
                                                  OFF

                                                	
                                                  Advanced

                                                  Calculation

                                                  Tool
      on CD

                                                	
                                                  E

                                                	
                                                  ***

                                                	
                                                  ***

                                                
	
                                                  Service
      Bulletins

                                                	
                                                  SB

                                                   

                                                	
                                                  ON

                                                	
                                                  Advanced

                                                  Consultation

                                                  Tool

                                                	
                                                  C

                                                	
                                                  ***

                                                	
                                                  ***

                                                	
                                                  Full
      SB content and SB search functions are available from AirN@v / Engineering
      on AirbusWorld

                                                   

                                                
	
                                                  OFF

                                                	
                                                  CD-P

                                                	
                                                  C

                                                	
                                                  ***

                                                	
                                                  ***

                                                	
                                                  CD
      available for simplified SBs only

                                                
	
                                                  Supplier
      Product Support Agreements 2000

                                                	
                                                  SPSA

                                                   

                                                	
                                                  ON

                                                	
                                                  PDF

                                                	
                                                  G

                                                	
                                                  ***

                                                	
                                                  ***

                                                	
                                                  Contains
      all SSC’s Supplier Support Conditions and current GCP 2000 Issue 04
      Agreements ratified by Airbus Suppliers .

                                                  It
      specifies :

                                                  -
      Airbus Support Standards

                                                  -
      The individual Suppliers’ contractual Support
  commitments

                                                
	
                                                  Transportability
      Manual

                                                	
                                                  TM

                                                	
                                                  OFF

                                                	
                                                  CD-P

                                                	
                                                  G

                                                	
                                                  ***

                                                	
                                                  ***

                                                	 
      
	
                                                  Vendor
      Information Manual +

                                                  Aircraft
      On Ground & Repair Guide

                                                   

                                                   

                                                	
                                                  VIM
      +

                                                  AOG
      & RG

                                                   

                                                	
                                                  ON

                                                	
                                                  Advanced

                                                  Consultation

                                                  Tool

                                                	
                                                  G

                                                	
                                                  ***

                                                	
                                                  ***

                                                	
                                                  Combined
      Vendor Information Manual and Aircraft On Ground & Repair Guide. It
      supplies information on Supplier Support locations, Repair Stations, stock
      locations and distributors around the world for Airbus
      Customers.

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

    


    
      
        	
                AGTA
      CSN 2009

              	
                Exhibit
      G

              	
                Page
      14/15

              
	
                CT0803291

              	 
      	
                Private
      & Confidential

              


      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    
       

      EXHIBIT
H

       

      EXHIBIT
"H"

      


      MATERIAL

       

      SUPPLY
AND SERVICES

      


      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        
          
            	
                    AGTA
      CSN 2009

                  	
                    Exhibit
      H

                  	
                    Page
      1/19

                  
	
                    CT0803291

                  	 
      	
                    Private
      & Confidential

                  


          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      EXHIBIT
H

      


      
        	
                1.

              	
                GENERAL

              


      

      


      
        	
                1.1

              	
                Scope
      of Material Support

              


      

      


      
        	
                1.1.1

              	
                This
      Exhibit “H” defines the terms and conditions for the support services that
      may be offered by the Seller to the Buyer in the following
      areas:

              


      

      


      
        
          	 	
                  -

                	
                  Initial
      provisioning data and
Material,

                


        

      

      
        
          	 	
                  -

                	
                  Replenishment
      of Material,

                


        

      

      
        
          	 	
                  -

                	
                  Lease
      of certain Seller Parts,

                


        

      

      
        
          	 	
                  -

                	
                  Loan
      of Ground Support Equipment and Specific (To Type)
  Tools,

                


        

      

      
        
          	 	
                  -

                	
                  Repair
      of certain Seller Parts.

                


        

      

      


      
        	
                1.1.2

              	
                References
      made to Articles shall refer to articles of this Exhibit "H" unless
      otherwise specified.

              


      

      


      
        	
                1.1.3

              	
                Notwithstanding
      the definition set forth in Clause 12.3.1 of the AGTA and for the
      exclusive purpose of this Exhibit “H”, the term “Supplier” shall mean any
      supplier providing any of the Material listed in Article 1.2.1 hereunder
      (each a “Supplier
      Part”).

              


      

      


      
        	
                1.2

              	
                Material
      Categories

              


      

      


      
        	
                1.2.1

              	
                Material
      covered by this Exhibit “H” is classified into the following categories
      (hereinafter individually and collectively referred to as "Material"):

              


      

      


      
        	
                 
      

              	
                (i)

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

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                Supplier
      Parts classified as Repairable Line Maintenance Parts (in accordance with
      SPEC 2000);

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                Supplier
      Parts classified as Expendable Line Maintenance Parts (in accordance with
      SPEC 2000);

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                Ground
      Support Equipment and Specific (To Type)
Tools;

              


      

      


      
        	
                 
      

              	
                (v)

              	
                Hardware
      and standard material, when provided as a
  package;

              


      

      


      
        	
                 
      

              	
                (vi)

              	
                Consumables
      and raw material, when provided as a
package.

              


      

      


      Material
covered under Articles 1.2.1 (v) and 1.2.1 (vi) is available only when supplied
as a package as part of the initial provisioning of Material.

      


      
        	
                1.2.2

              	
                Propulsion
      Systems, engine exchange kits, their accessories and parts, including
      associated parts, are not covered under this Exhibit "H" and shall be
      subject to direct agreements between the Buyer and the relevant Propulsion
      System Manufacturer.

              


      

      


      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
                AGTA
      CSN 2009

              	
                Exhibit
      H

              	
                Page
      2/19

              
	
                CT0803291

              	 
      	
                Private
      & Confidential

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      EXHIBIT
H

      


      
        	
                1.3

              	
                Term

              


      

      


      During a
period ***(the "Term"),
the Seller shall maintain, or cause to be maintained, a stock of Seller Parts as
defined in 1.2.1 (i) as the Seller deems reasonable and shall furnish at ***
prices Seller Parts adequate to meet the Buyer’s needs for maintenance of the
Aircraft.

      


      The
Seller shall use its *** efforts to obtain a similar service from all Suppliers
of Supplier Parts as set forth under Articles 1.2.1 (ii) and (iii) that were
originally installed on the Aircraft at Delivery.

      


      
        	
                1.4

              	
                Airbus
      Spares Support and Services

              


      

      


      
        	
                1.4.1

              	
                The
      Seller has established its spares headquarters in Hamburg, Germany (the
      "Airbus Spares
      Center") and shall, during the Term, maintain, or have maintained
      on its behalf, a central store of Seller
Parts.

              


      

      


      
        	
                1.4.2

              	
                The
      Airbus Spares Center is operated twenty-four (24) hours per day, seven (7)
      days per week.

              


      

      


      
        	
                1.4.3

              	
                For
      efficient and rapid deliveries, the Seller and its Affiliates operate a
      global network of regional satellite stores (“Regional Satellite
      Stores”), a list of which may be communicated to the Buyer upon
      request.

              


      

      


      The
Seller reserves the right to effect deliveries from the Airbus Spares Center,
from any of the Regional Satellite Stores or from any other production or
Suppliers' facilities.

      


      
        	
                1.5

              	
                Customer
      Order Desk

              


      

      


      The
Seller has set up a dedicated “Customer Order Desk”, the main
functions of which are:

      


      -
Management of order entries for all priorities, including AOG;

      -
Management of order changes and cancellations;

      -
Administration of Buyer’s routing and shipping instructions;

      -
Administration of Material returns;

      -
Clarification of delivery discrepancies;

      -
Issuance of credit and debit Notes.

      


      The Buyer
may communicate with the Customer Order Desk by means of telephone, fax, SITA
message, SPEC 2000, e-mail or via the Internet.

      


      
        	
                1.6

              	
                Customer
      Spares Support Representative

              


      

      


      The
Seller shall assign *** customer spares support representative based at the
Airbus Spares Center to assist with, and coordinate, spares support matters
between the Seller and the Buyer after signature of the relevant Purchase
Agreement for as long as one Aircraft covered under the relevant Purchase
Agreement is operated by the Buyer.

      


      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
                AGTA
      CSN 2009

              	
                Exhibit
      H

              	
                Page
      3/19

              
	
                CT0803291

              	 
      	
                Private
      & Confidential

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      EXHIBIT
H

       

      
        	
                1.7

              	
                Agreements
      of the Buyer

              


      

      


      
        	
                1.7.1

              	
                The
      Buyer agrees to purchase from the Seller or its licensee(s) (“Licensees”) the Seller
      Parts required for the Buyer's own needs during the Term, provided that
      the provisions of this Article 1.7 shall not in any way prevent the Buyer
      from resorting to the Seller Parts stocks of other operators of the same
      aircraft type or model or from purchasing Seller Parts from said operators
      or from distributors, provided said Seller Parts have been originally
      designed by the Seller and manufactured by the Seller or its
      Licensee(s).

              


      

      


      
        	
                1.7.2

              	
                The
      Buyer may manufacture, or have manufactured, for its own use and without
      paying any license fee to the Seller, parts equivalent to Seller Parts
      only:

              


      

      


      
        	
                1.7.2.1

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

              


      

      


      
        	
                1.7.2.2

              	
                at
      any time, to the extent that Seller Parts are needed to perform confirmed
      aircraft on ground (“AOG”) repairs upon any
      Aircraft delivered under the relevant Purchase Agreement and are not
      available from the Seller, its Licensees or other approved sources within
      a lead time shorter than or equal to the time in which the Buyer can
      procure such Seller Parts, and provided the Buyer shall not sell such
      Seller Parts,

              


      

      


      
        	
                1.7.2.3

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

              


      

      


      
        	
                1.7.3.1

              	
                The
      rights granted to the Buyer in Article 1.7.2 shall not in any way be
      construed as a license, nor shall they in any way obligate the Buyer to
      the payment of any license fee or royalty, nor shall they in any way be
      construed to affect the rights of third
parties.

              


      

      


      
        	
                1.7.3.2

              	
                Furthermore,
      in the event of the Buyer manufacturing or having manufactured any parts,
      subject to the conditions of Article 1.7.2, such manufacturing and any use
      made of the manufactured parts shall be under the sole liability of the
      Buyer and the consent given by the Seller shall not be construed as
      express or implicit approval howsoever either of the Buyer or of the
      manufactured parts.

              


      

      


      It shall
further be the Buyer’s sole responsibility to ensure that such manufacturing is
performed in accordance with the relevant procedures and Aviation Authority
requirements.

      


      THE
SELLER SHALL NOT BE LIABLE FOR, AND THE BUYER SHALL INDEMNIFY THE SELLER
AGAINST, ANY CLAIMS FROM ANY THIRD PARTIES FOR LOSSES DUE TO ANY DEFECT OR
NON-CONFORMITY OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH ANY
MANUFACTURING OF ANY PART UNDERTAKEN BY THE BUYER, OR CAUSED TO BE UNDERTAKEN BY
THE BUYER, UNDER ARTICLE 1.7.2 OR ANY OTHER ACTIONS UNDERTAKEN BY THE BUYER
UNDER THIS EXHIBIT “H”, WHETHER SUCH CLAIM IS ASSERTED IN CONTRACT OR IN TORT,
OR IS PREMISED ON ALLEGED, ACTUAL, IMPUTED, ORDINARY OR INTENTIONAL ACTS OR
OMISSIONS OF THE BUYER.

       

      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
                AGTA
      CSN 2009

              	
                Exhibit
      H

              	
                Page
      4/19

              
	
                CT0803291

              	 
      	
                Private
      & Confidential

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      EXHIBIT
H

      
        


        
          	
                  1.7.4

                	
                  The
      Buyer shall allocate, or cause to be allocated, its own partnumber to any
      part manufactured, or caused to be manufactured, in accordance with
      Article 1.7.2 above. The Buyer shall under no circumstances be allowed to
      use, or cause to be used, the Airbus partnumber of the Seller Part to
      which such manufactured part is
equivalent.

                


        

         

      

      
        	
                1.7.5

              	
                Notwithstanding
      any right provided to the Buyer under Article 1.7.2, the Buyer shall not
      be entitled to sell or loan any part manufactured under the provisions of
      Article 1.7.2 to any third party.

              


      

      


      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
                AGTA
      CSN 2009

              	
                Exhibit
      H

              	
                Page
      5/19

              
	
                CT0803291

              	 
      	
                Private
      & Confidential

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      EXHIBIT
H

       

      
        	
                2.

              	
                INITIAL PROVISIONING
      AND REPLENISHMENT

              


      

       

      
        	
                2.1

              	
                Initial
      Provisioning

              


      

       

      
        	
                2.1.1

              	
                Period

              


      

       

      
        	
                 
      

              	
                The
      Initial Provisioning
      Period is defined ***.

              


      

       

      
        	
                2.1.2

              	
                Pre-Provisioning
      Meeting

              


      

      


      
        	
                2.1.2.1

              	
                The
      Seller shall organize a pre-provisioning meeting (“Pre-Provisioning
      Meeting”) at the Airbus Spares Center, or any other location as may
      be mutually agreed, for the purpose of defining an acceptable schedule and
      working procedure to accomplish the initial provisioning (hereinafter
      “Initial
      Provisioning”) of Material (the “Initial Provisioning
      Material”).

              


      

      


      During
the Pre-Provisioning Meeting, the Seller shall familiarize the Buyer with the
provisioning process, methods and formulae of calculation and
documentation.

      


      
        	
                2.1.2.2

              	
                The
      date of the meeting shall be mutually agreed upon, allowing a minimum
      preparation time of eight (8) weeks for the Initial Provisioning
      Conference referred to in Article 2.1.3
below.

              


      

       

      
        	
                2.1.3

              	
                Initial
      Provisioning Conference

              


      

       

      The
Seller shall organize an Initial Provisioning conference (“Initial Provisioning
Conference”) at the Airbus Spares Center.

      


      At the
request of the Buyer, the Seller shall invite major Suppliers, as mutually
agreed upon during the Pre-Provisioning Meeting, to participate in the
conference.

      


      Such
conference shall take place at the earliest *** after Manufacturer Serial Number
allocation, Buyer Furnished Equipment selection or Contractual Definition
Freeze, whichever occurs last.


       

      
        	
                2.1.4

              	
                Initial
      Provisioning Data

              


      

      


      
        	
                2.1.4.1

              	
                Initial
      Provisioning data elements generally in accordance with SPEC 2000, Chapter
      1, ("Initial Provisioning
      Data") for Material defined in Articles 1.2.1 (i) through 1.2.1
      (iii) shall be supplied by the Seller to the Buyer in English language, in
      a form, format and timeframe to be mutually agreed upon during the
      Pre-Provisioning Meeting.

              


      

      


      The
Seller shall have obtained from Suppliers agreements to prepare and issue for
their own products such Initial Provisioning Data as provided
above.

      


      
        	
                2.1.4.1.1

              	
                The
      Initial Provisioning Data shall be revised ***, up to the end of the
      Initial Provisioning Period.

              


      

      


      
        	
                2.1.4.1.2

              	
                The
      Seller shall ensure that Initial Provisioning Data is provided to the
      Buyer in due time to give the Buyer sufficient time to perform any
      necessary evaluation and allow the on-time delivery of any ordered
      Material.

              


      

      


      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
                AGTA
      CSN 2009

              	
                Exhibit
      H

              	
                Page
      6/19

              
	
                CT0803291

              	 
      	
                Private
      & Confidential

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      EXHIBIT
H

      


      
        	
                2.1.4.1.3

              	
                Initial
      Provisioning Data generated by the Seller and supplied to the Buyer shall
      comply with the configuration of the Aircraft as documented *** before the
      date of issue.

              


      

      


      This
provision shall not cover:

      
        	
                 
      

              	
                -

              	
                Buyer
      modifications not known to the
Seller,

              


      

      
        	
                 
      

              	
                -

              	
                other
      modifications not approved by the Seller’s Aviation
    Authority.

              


      

       

      
        	
                2.1.4.2

              	
                Supplier-Supplied
      Data

              


      

      


      Initial
Provisioning Data corresponding to Supplier Parts (both initial issue and
revisions) shall be transmitted to the Buyer through the Seller and/or the
corresponding Supplier, it is however agreed and understood by the Buyer that
the Seller shall not be responsible for the substance, accuracy and quality of
such data.

      


      
        	
                2.1.4.3

              	
                Supplementary
      Data

              


      

      


      The
Seller shall provide the Buyer with supplementary data to the Initial
Provisioning Data. This shall include Local Manufacture Tables (X-File), Ground
Support Equipment, Specific-to-type Tools (W-File) and a Pool Item Candidate
List (Y-File).


       

      
        	
                2.1.5

              	
                Commercial
      Offer

              


      

      


      Upon the
Buyer’s request, the Seller shall submit a commercial offer for Material as
defined in Articles 1.2.1 (i) through 1.2.1 (vi) mutually agreed as being
Initial Provisioning Material.

      


      
        	
                2.1.6

              	
                Delivery
      of Initial Provisioning Material

              


      

      


      
        	
                2.1.6.1

              	
                During
      the Initial Provisioning Period, Initial Provisioning Material shall
      conform to the latest known configuration standard of the Aircraft for
      which such Initial Provisioning Material is intended and to the Initial
      Provisioning Data transmitted by the
Seller.

              


      

      


      
        	
                2.1.6.2

              	
                Provided
      such orders are received by the Seller in accordance with the leadtime
      published in the Seller’s Spare Parts Price Catalog, the Seller shall use
      its reasonable efforts to deliver Initial Provisioning Material as per
      Article 1.2.1 (i) of this Exhibit “H” against the Buyer’s orders and
      according to the following
schedule:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                at
      least *** of the ordered quantity of each item for which the Buyer has
      placed Initial Provisioning orders for Material defined in Article 1.2.1
      (i) above, *** before Delivery of the first
  Aircraft;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                at
      least *** of the ordered quantity of each item for which the Buyer has
      placed Initial Provisioning orders for Material defined in Article 1.2.1
      (i) above, *** before Delivery of the first
  Aircraft;

              


      

      


      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
                AGTA
      CSN 2009

              	
                Exhibit
      H

              	
                Page
      7/19

              
	
                CT0803291

              	 
      	
                Private
      & Confidential

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      EXHIBIT
H

      


      
        	
                 
      

              	
                (c)

              	
                ***of
      the ordered quantity of each item for which the Buyer has placed Initial
      Provisioning orders for Material, as defined in Article 1.2.1 (i) above,
      *** after Delivery of the first Aircraft. If said *** cannot be
      accomplished, the Seller shall endeavor to have such items available at
      its facilities for immediate supply, in case of an
  AOG.

              


      

      


      
        	
                2.1.6.3

              	
                The
      Buyer may, subject to the Seller's agreement, cancel or modify Initial
      Provisioning orders placed with the Seller, with no cancellation charge,
      provided such modification or cancellation occurs no later than the
      published lead-time before the scheduled delivery of said
      Material.

              


      

       

      
        	
                2.1.6.4

              	
                The
      delivery of Material described in Articles 1.2.1 (ii) through (vi) shall
      take place as set forth in Article 2.2
hereof.

              


      

       

      
        	
                2.1.7

              	
                Initial
      Provisioning Data for ***

              


      

      


      If the
Seller has granted the Buyer ***


       

      
        	
                2.1.8

              	
                Buy-Back

              


      

      


      
        	
                2.1.8.1

              	
                Buy-Back
      of Obsolete Parts

              


      

      


      The
Seller agrees to buy back unused Seller Parts as per Article 1.2.1 (i) (“Buy Back”) which become
obsolete before Delivery of the first Aircraft to the Buyer as a result of
mandatory modifications required by the Seller's Aviation Authorities, subject
to the following:

      


      
        	
                 
      

              	
                a)

              	
                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, modified or
      repaired to satisfy the revised
standard;

              


      

      


      
        	
                 
      

              	
                b)

              	
                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;

              


      

      


      
        	
                 
      

              	
                c)

              	
                The
      Seller shall use its reasonable efforts to obtain for the Buyer the same
      protection from Suppliers for Supplier
Parts.

              


      

      


      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
                AGTA
      CSN 2009

              	
                Exhibit
      H

              	
                Page
      8/19

              
	
                CT0803291

              	 
      	
                Private
      & Confidential

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      EXHIBIT
H

      


      
        	
                2.1.8.2

              	
                Buy-Back
      Period and Buy-Back of Initial Provisioning Surplus
    Material

              


      

      


      
        	
                 
      

              	
                a)

              	
                The
      Buy-Back Period is defined as the period starting *** Delivery of the
      first Aircraft to the Buyer.

              


      

      


      
        	
                 
      

              	
                b)

              	
                At
      any time during the Buy-Back Period, the Buyer shall have the right to
      return to the Seller any Seller Parts as per Article 1.2.1 (i) or Supplier
      Parts as per Article 1.2.1 (ii), subject to the conditions defined
      hereunder.

              


      

      


      
        	
                 
      

              	
                c)

              	
                A
      part as set forth in Article b) above shall be eligible for Buy-Back
      if:

              


      

      


      
        	
                 
      

              	
                i)

              	
                The
      part is unused and undamaged and is accompanied by the Seller's original
      documentation (tag, certificates);

              


      

      


      
        	
                 
      

              	
                ii)

              	
                The
      Seller originally provided the Buyer with a positive Initial Provisioning
      recommendation for the part at the time of purchase based upon a maximum
      protection level of *** and a maximum transit time of
  ***;

              


      

      


      
        	
                 
      

              	
                iii)

              	
                The
      part was purchased for Initial Provisioning purposes by the Buyer directly
      from the Seller;

              


      

      


      
        	
                 
      

              	
                iv)

              	
                The
      part is not shelf life limited, nor does it contain any shelf life limited
      components with less than *** shelf life remaining when
      returned;

              


      

      


      
        	
                 
      

              	
                v)

              	
                The
      parts are returned to the Seller by the Buyer so the parts have
      effectively been received and accepted by the Seller before the end of the
      Buy-Back Period.

              


      

      


      
        	
                 
      

              	
                d)

              	
                If
      a part is accepted for Buy-Back, the Seller shall credit the Buyer as
      follows:

              


      

      


      
        
          	 	
                  -

                	
                  For
      Seller Parts as per Article 1.2.1 (i) the Seller shall credit the Buyer
      ***of the price originally
paid;

                


        

      

      


      
        
          	 	
                  -

                	
                  For
      Supplier Parts as per Article 1.2.1 (ii) the Seller shall credit the Buyer
      *** of the original Supplier list price valid at the time of order
      placement.

                


        

      

      


      
        	
                 
      

              	
                e)

              	
                In
      the event of the Buyer electing to procure Material in excess of the
      Seller's recommendation, the Buyer shall notify the Seller thereof in
      writing, with due reference to the present Article. The Seller's
      acknowledgement and agreement in writing shall be necessary before any
      Material in excess of the Seller's Initial Provisioning recommendation
      shall be considered for Buy-Back.

              


      

      


      
        	
                 
      

              	
                f)

              	
                It
      is expressly understood and agreed that all credits described in Article
      2.1.8.2 (d) shall be provided by the Seller to the Buyer exclusively by
      means of credit notes to the Buyer's spares account with the
      Seller.

              


      

      


      
        	
                 
      

              	
                g)

              	
                Transportation
      costs for the agreed return of Material under this Article 2.1.8.2 shall
      be borne by the Seller, provided that the Buyer has used its reasonable
      efforts to reduce the cost of
transportation.

              


      

       

      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
                AGTA
      CSN 2009

              	
                Exhibit
      H

              	
                Page
      9/19

              
	
                CT0803291

              	 
      	
                Private
      & Confidential

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      EXHIBIT
H

       

      
        	
                2.2

              	
                REPLENISHMENT
      AND DELIVERY

              


      

      


      
        	
                2.2.1

              	
                General

              


      

      


      For the
purpose of clarification, it is expressly stated that the provisions of
Article 2.2.2 do not apply to Initial Provisioning Data and Material as
described in Article 2.1. Delivery conditions shall be as set forth in Article
4.1.1.


       

      
        	
                2.2.2

              	
                Lead
      times

              


      

      


      In
general, lead times shall be in accordance with the provisions of the latest
edition of the  "World Airlines and Suppliers' Guide".

      


      
        	
                2.2.2.1

              	
                Seller
      Parts as per Article 1.2.1 (i) listed in the Seller's Spare Parts Price
      Catalog or on AirbusSpares can be dispatched within the lead times
      published in the Seller’s Spare Parts Price
  Catalog.

              


      

      


      Lead
times for Seller Parts as per Article 1.2.1 (i), which are not published in the
Seller's Spare Parts Price Catalog or on AirbusSpares, shall be quoted upon
request.

      


      
        	
                2.2.2.2

              	
                Material
      defined in Articles 1.2.1 (ii) through 1.2.1 (vi) can be dispatched within
      the Supplier's lead time augmented by the Seller's own order and delivery
      administration time.

              


      

      


      
        	
                2.2.2.3

              	
                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 critically required parts (the
“Expedite
Service”).

      


      
        	
                2.2.2.3.1

              	
                The
      Expedite Service is operated in accordance with the "World Airlines and
      Suppliers Guide" and the Seller shall notify the Buyer of the action taken
      to satisfy an expedite order received from the Buyer
    within:

              


      

      


      
        	
                 
      

              	
                -

              	
                four
      (4) hours after receipt of an AOG (Aircraft On Ground)
    Order,

              


      

      
        	
                 
      

              	
                -

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

              


      

      
        	
                 
      

              	
                -

              	
                ***
      after receipt of an Expedite Order (urgent stock
      replenishment).

              


      

       

      
        	
                2.2.2.3.2

              	
                The
      Seller shall deliver Material requested by the Buyer by telephone on an
      AOG basis only if such request is confirmed by a subsequent purchase order
      from the Buyer by the end of the next Business
  Day.

              


      

       

      
        	
                2.2.3

              	
                Delivery
      Status

              


      

      


      The
Seller shall make available to the Buyer on the AirbusSpares a “Delivery Status
Report”.

      


      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
                AGTA
      CSN 2009

              	
                Exhibit
      H

              	
                Page
      10/19

              
	
                CT0803291

              	 
      	
                Private
      & Confidential

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      EXHIBIT
H

       

      
        	
                2.2.4

              	
                Shortages,
      Overshipments, Non-Conformity in
Orders

              


      

      


      
        	
                2.2.4.1

              	
                The
      Buyer shall, *** pursuant to a purchase order, advise the
      Seller:

              


      

      


      
        	
                 
      

              	
                a)

              	
                of
      any alleged shortages or
overshipments,

              


      

      


      
        	
                 
      

              	
                b)

              	
                of
      any non-conformities of delivered
Material.

              


      

      


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

      


      
        	
                2.2.4.2

              	
                In
      the event of the Buyer reporting overshipments or non-conformity to the
      specifications within the period defined in Article 2.2.4.1 the Seller
      shall, if the Seller recognizes such overshipment or non-conformity,
      either replace the concerned Material or credit the Buyer for the returned
      Material, if the Buyer chooses to return the Material subject of an
      overshipment or non-conformity. ***

              


      

       

      
        	
                2.2.5

              	
                Packaging

              


      

      


      All
Material shall be packaged in accordance with ATA 300
Specification.

      


      
        	
                2.2.6

              	
                Cessation
      of Deliveries

              


      

      


      The
Seller reserves the right to restrict, stop or otherwise suspend deliveries if
the Buyer fails to meet its obligations defined in Articles 4.2 through
4.4.


       

      
        	
                2.2.7

              	
                Material
      Consumption Data

              


      

      


      The Buyer
undertakes to provide periodically to the Seller a quantitative list of the
Material used for maintenance and overhaul of the Aircraft. Such list shall
cover Material used for both scheduled and unscheduled maintenance. The format
and frequency of this list shall be as mutually agreed between the Seller and
the Buyer during the Initial Provisioning Conference.


       

      
        	
                2.3

              	
                Warranties

              


      

       

      
        	
                2.3.1

              	
                Seller
      Parts

              


      

      


      Subject
to the limitations and conditions as hereinafter provided, the Seller warrants
to the Buyer that all Seller Parts as per Article 1.2.1 (i) shall at 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.

              


      

      


      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
                AGTA
      CSN 2009

              	
                Exhibit
      H

              	
                Page
      11/19

              
	
                CT0803291

              	 
      	
                Private
      & Confidential

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      EXHIBIT
H

      


       

      
        	
                2.3.2

              	
                Warranty
      Period

              


      

      


      
        	
                2.3.2.1

              	
                The
      warranty period for Seller Parts is *** for new Seller Parts and *** for
      used Seller Parts from delivery of such parts to the
  Buyer.

              


      

       

      
        	
                2.3.2.2

              	
                Whenever
      any Seller Part, which contains a defect for which the Seller is liable
      under Clause 2.3, has been corrected, replaced or repaired pursuant to the
      terms of this Clause 2.3, the period of the Seller's warranty with respect
      to such corrected, repaired or replacement Seller Part, whichever the case
      may be, shall be the remaining portion of the original warranty or
      ***.

              


      

       

      
        	
                2.3.3

              	
                Buyer's
      Remedy and Seller's Obligation

              


      

      


      The
Buyer's remedy and Seller's obligation and liability under this Article 2.3 are
limited to the repair, replacement or correction, at the Seller's expense and
option, of any Seller Part that is defective.

      


      The
Seller may alternatively furnish to the Buyer’s account with the Seller a credit
equal to the price at which the Buyer is entitled to purchase a replacement for
the defective Seller Part.

      


      The
provisions of Clauses 12.1.5 through 12.1.11 of the AGTA shall apply to this
Article 2.3 of this Exhibit "H".

      


      
        	
                2.3.4

              	
                Supplier
      Parts

              


      

      


      With
respect to Supplier Parts to be delivered to the Buyer under this Exhibit H, the
Seller agrees to transfer to the Buyer any warranties which the Seller may have
obtained from the corresponding Suppliers.

      


      
        	
                2.3.5

              	
                Waiver,
      Release and Renunciation

              


      

      


      THE
WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE SELLER (AS DEFINED HEREIN FOR THE
PURPOSES OF THIS EXHIBIT H) AND REMEDIES OF THE BUYER SET FORTH IN THIS ARTICLE
2.3 ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND THE BUYER HEREBY WAIVES, RELEASES
AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE SELLER
AND RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST THE SELLER, EXPRESS OR
IMPLIED, ARISING BY LAW, CONTRACT OR OTHERWISE, WITH RESPECT TO ANY
NON-CONFORMITY OR DEFECT OF ANY KIND, IN ANY MATERIAL AND/OR SERVICES DELIVERED
UNDER THIS AGTA AND/OR THE RELEVANT PURCHASE AGREEMENT, INCLUDING BUT NOT
LIMITED TO:


       

      
        	
                 
      

              	
                A.

              	
                ANY
      WARRANTY AGAINST HIDDEN DEFECTS;

              


      

       

      
        	
                 
      

              	
                B.

              	
                ANY
      IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS;

              


      

       

      
        	
                 
      

              	
                C.

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

              


      

       

      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
                AGTA
      CSN 2009

              	
                Exhibit
      H

              	
                Page
      12/19

              
	
                CT0803291

              	 
      	
                Private
      & Confidential

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      EXHIBIT
H


       

      
        	
                 
      

              	
                D.

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

              


      

       

      
        	
                 
      

              	
                E.

              	
                ANY
      OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY FOR LOSS OF OR DAMAGE TO
      ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART, MATERIAL, LEASED
      PART, SOFTWARE, DATA OR SERVICES DELIVERED UNDER THIS AGTA AND/OR THE
      RELEVANT PURCHASE AGREEMENT, FOR LOSS OF USE, REVENUE OR PROFIT, OR FOR
      ANY OTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL
  DAMAGES;

              


      

       

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

      


      FOR THE
PURPOSES OF THIS ARTICLE 2.3.5, THE “SELLER” SHALL BE UNDERSTOOD TO INCLUDE THE
SELLER, ANY OF ITS SUPPLIERS, SUBCONTRACTORS, AND AFFILIATES.

      


      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
                AGTA
      CSN 2009

              	
                Exhibit
      H

              	
                Page
      13/19

              
	
                CT0803291

              	 
      	
                Private
      & Confidential

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      EXHIBIT
H

      


      
        	
                3.

              	
                OTHER
      MATERIAL SUPPORT

              


      

      


      
        	
                3.1

              	
                Seller
      Parts Leasing

              


      

       

      
        	
                3.1.1

              	
                General

              


      

      


      The
Seller offers the Buyer the option to lease Seller Parts as listed in Appendix A
to this Exhibit “H” (hereinafter collectively "Leased Parts" or individually
a "Leased
Part").

      


      For the
purposes of this Article 3.1, the term "Lessor" refers to the Seller
and the term "Lessee"
refers to the Buyer.

      


      
        	
                3.1.1.1

              	
                The
      terms and conditions of the lease of Leased Parts as set forth in this
      Article 3.1 shall be supplemented by the conditions as published annually
      by the Lessor in the ”Airbus Spare Parts Price
      Catalogue and Repair Guide”.

              


      

      


      
        	
                3.1.1.2

              	
                The
      Lessor shall provide the Lessee with copies of the current version of such
      Airbus Proprietary Parts Repair Guide on an annual
  basis.

              


      

      


      
        	
                3.1.1.3

              	
                The
      terms and conditions set out in said document shall prevail over all other
      terms and conditions appearing on any order form or other document
      pertaining to Leased Parts, with the exception of this Article 3.1, which,
      for the avoidance of doubt, shall prevail in the event of any
      inconsistency between this Article and the Airbus Proprietary Parts Repair
      Guide.

              


      

      


      
        	
                3.1.1.4

              	
                Additional
      Seller Parts not listed in Appendix A to this Exhibit “H” may be available
      for lease by the Lessor to the Lessee under terms and conditions as
      described in the latest version of the Airbus Proprietary Parts Repair
      Guide.

              


      

      


      
        	
                3.1.1.5

              	
                Capitalized
      terms used in this Article 3.1 and not otherwise defined in this Exhibit
      “H” shall have the meanings assigned thereto in the Airbus Proprietary
      Parts Repair Guide.

              


      

       

      
        	
                3.1.2

              	
                Title

              


      

      


      Title to
each Leased Part shall remain with the Lessor at all times unless the Lessee
exercises its option to purchase, in which case title shall pass to the Lessee
upon receipt by the Lessor of the payment for the purchased Leased
Part.  The terms and conditions of the purchasing of said Leased Parts
shall be as published by the Lessor in the then current version of the Airbus
Proprietary Parts Repair Guide.


       

      
        	
                3.1.3

              	
                Warranties

              


      

      


      
        	
                3.1.3.1

              	
                The
      Lessor warrants that each Leased Part shall at the time of delivery be
      free from defects in material and workmanship that could materially impair
      the utility of the Leased Part.

              


      

      


      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
                AGTA
      CSN 2009

              	
                Exhibit
      H

              	
                Page
      14/19

              
	
                CT0803291

              	 
      	
                Private
      & Confidential

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      EXHIBIT
H

       

      
        	
                3.1.3.2

              	
                Warranty
      and Notice Periods

              


      

      


      The
Lessee's remedy and the Lessor's obligation and liability under this Article
3.1.3, with respect to each defect, are conditional upon:

      


      
        	
                 
      

              	
                (i)

              	
                the
      defect having become apparent to the Lessee within the Lease Period;
      and

              


      

      


      
        	
                 
      

              	
                (ii)

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

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                the
      Lessor having received written notice of the defect from the Lessee within
      thirty (30) days after the defect became apparent to the Lessee, with
      reasonable proof that the claimed defect is due to a matter embraced
      within the Lessor's warranty under this Article 3.1.3 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 Aviation Authority requirements  and the Lessor's
      applicable written instructions.

              


      

       

      
        	
                3.1.3.3

              	
                Lessee's
      Remedy and Lessor's Obligation

              


      

      


      The
Lessee's remedy and the Lessor's obligation and liability under this Article
3.1.3  are limited to the repair or correction of any Leased Part in
which a defect appears, or, as may be mutually agreed, the replacement of such
Leased Part with a similar part free from defect.

      


      Any
replacement part furnished under this Article 3.1.3.3 shall be deemed to be the
Leased Part so replaced.

      


      
        	
                3.1.3.4

              	
                Suspension
      and Transportation Costs

              


      

      


      
        	
                3.1.3.4.1

              	
                If
      a Leased Part covered by this Article 3.1.3 is found to be defective, the
      Lease period as defined under the Airbus Proprietary
      Parts Repair Guide (the “Lease Period”) and the
      Lessee's obligation to pay rental charges shall be suspended from the date
      upon which the Lessee notifies the Lessor of such defect until the date
      upon 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 upon
      which such part was received by the Lessor at the return location
      specified in the applicable Lease.

              


      

      


      
        	
                3.1.3.4.2

              	
                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 Lessor.

              


      

      


      
        	
                3.1.3.5

              	
                Wear
      and Tear

              


      

      


      Normal
wear and tear and the need for regular maintenance and overhaul shall not
constitute a defect or non-conformity under this Article 3.1.3.

      


      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
                AGTA
      CSN 2009

              	
                Exhibit
      H

              	
                Page
      15/19

              
	
                CT0803291

              	 
      	
                Private
      & Confidential

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      EXHIBIT
H

      
 

      
        	
                3.1.3.6

              	
                Waiver,
      Release and Renunciation

              


      

      


      It is
agreed that Article 2.3.5 hereof “Waiver, Release and Renunciation” shall apply
to the Material support to be provided under the present Article
3.1.

      


      
        	
                3.2

              	
                Tools
      and Ground Support Equipment

              


      

      


      The
Seller shall provide the Buyer with a range of Ground Support Equipment and
Tools, as defined in 1.2.1 (iv), support services including:


       

      
        	
                 
      

              	
                -

              	
                Sale
      of single tools;

              


      

       

      
        	
                 
      

              	
                -

              	
                Sale
      of tool packages;

              


      

       

      
        	
                 
      

              	
                -

              	
                Loan
      of tooling for Airbus Aircraft.

              


      

      


      The terms
and conditions applicable to such services shall be as published by the Seller
on an annual basis in its “Tools for Loan Catalog”. The Seller shall provide the
Buyer with copies of this publication on an annual basis.


       

      
        	
                3.3

              	
                Seller
      Parts Repair

              


      

      


      The
Seller may offer the Buyer a service whereby the Seller shall manage the repair
of Seller Parts as defined in Article 1.2.1 (i) above.

      


      The full
terms, conditions and guarantees for the repair of said Seller Parts shall be as
published annually by the Seller in its ”Airbus Spare Parts Price Catalogue and
Repair Guide”.


       

      
        	
                4.

              	
                COMMERCIAL
      CONDITIONS

              


      

       

      
        	
                4.1

              	
                Price

              


      

      


      
        	
                4.1.1

              	
                All
      quoted Material prices shall be:

              


      

      


      
        	
                 
      

              	
                -

              	
                Free
      Carrier (FCA) Airbus Spares Center;

              


      

      


      
        	
                 
      

              	
                -

              	
                Free
      Carrier (FCA) Seller’s Regional Satellite
  Stores;

              


      

      


      
        	
                 
      

              	
                -

              	
                Ex
      Works (EXW) Seller’s or Supplier’s facility for deliveries from any other
      Seller or Supplier facilities.

              


      

      


      At the
request of the Buyer, the Seller can arrange and manage the delivery of Material
to the Buyer’s facilities on a Delivered Duty Unpaid (DDU) basis. The terms and
conditions of such a service shall be subject to a separate agreement to be made
between the Buyer and Seller.

      


      The terms
Free Carrier (FCA), Ex Works (EXW) and Delivered Duty Unpaid (DDU) are as
defined by publication n° 560 of the International
Chamber of Commerce, published in January 2000.

      


      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
                AGTA
      CSN 2009

              	
                Exhibit
      H

              	
                Page
      16/19

              
	
                CT0803291

              	 
      	
                Private
      & Confidential

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      EXHIBIT
H

      


      
        	
                4.1.2

              	
                Notwithstanding
      the provisions of Article 2.1.5 above for Initial Provisioning, all prices
      shall be the Seller's sales prices valid on the date of receipt of the
      order (subject to reasonable quantities and delivery time) and shall be
      expressed in US Dollars. Invoices for freight charges and other delivery
      services shall be in Euros.

              


      

      


      
        	
                4.1.3

              	
                The
      prices of Seller Parts shall be as set forth in the then current Seller's
      Spare Parts Price Catalog and shall be firm for each calendar year. The
      Seller however reserves the right to revise the prices of said Seller
      Parts during the course of the calendar year in case of any of the
      following:

              


      

      


      
        	
                 
      

              	
                -

              	
                significant
      revision in the manufacturing costs and purchase price of
      materials,

              


      

      


      
        	
                 
      

              	
                -

              	
                significant
      variation of exchange rates,

              


      

      


      
        	
                 
      

              	
                -

              	
                significant
      error in the estimation or expression of any
  price.

              


      

      


      
        	
                4.1.4

              	
                The
      Seller’s prices for all other Material shall be the Supplier’s list prices
      valid on the date of receipt of the order, supplemented by the Seller's
      handling charge. The percentage of such handling charge shall vary with
      the Material's value and shall be determined on a per item
      basis.

              


      

       

      
        	
                4.2

              	
                Payment
      Procedures and Conditions

              


      

      


      All
payment under this Exhibit “H” shall be made in accordance with the terms and
conditions set forth in the then current Seller Parts Price Catalog and Repair
Guide.

      


      
        	
                4.3

              	
                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 Buyer’s current
and/or expected payment obligations.


       

      
        	
                4.4

              	
                Title

              


      

      


      With the
exception of Material to be supplied under Article 3 above, title to any
Material purchased under this Exhibit "H" shall remain with the Seller until
full payment of the invoices and interest thereon, if any, has been received by
the Seller.

      


      The Buyer
hereby undertakes 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.

      


      
        	
                5.

              	
                EXCUSABLE
      DELAY

              


      

      


      Clause
10.1 of the AGTA shall apply to all Material support provided under this Exhibit
“H”.

      


      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
                AGTA
      CSN 2009

              	
                Exhibit
      H

              	
                Page
      17/19

              
	
                CT0803291

              	 
      	
                Private
      & Confidential

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      EXHIBIT
H

       

      
        	
                6.

              	
                TERMINATION
      OF SPARES PROCUREMENT COMMITMENTS

              


      

      


      
        	
                6.1

              	
                In
      the event of the AGTA and/or the relevant Purchase Agreement being
      terminated with respect to any Aircraft due to causes provided for in
      Clauses 10, 11 or 20 of the AGTA, such termination may also affect the
      terms of this Exhibit "H" to the extent set forth in Article 6.2
      below.

              


      

      


      
        	
                6.2

              	
                Any
      termination under Clauses 10, 11 or 20 of the AGTA shall discharge the
      parties of all obligations and liabilities hereunder with respect to
      undelivered spare parts, services, data or other items to be purchased
      hereunder and which are applicable to those Aircraft for which the AGTA
      and/or the relevant Purchase Agreement has been terminated. Unused
      Material in excess of the Buyer's requirements due to such Aircraft
      cancellation may be repurchased by the Seller at the Seller’s option as
      provided for in Article 2.1.8.2.

              


      

      


      
        	
                7.

              	
                INCONSISTENCY

              


      

      


      In the
event of any inconsistency between this Exhibit “H” and the “Spare Parts Price
Catalog” or the “Airbus Proprietary Parts Repair Guide” or the “Tools for Loan
Catalog” or any order placed by the Buyer, this Exhibit “H” shall prevail to the
extent of such inconsistency.

      


      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
                AGTA
      CSN 2009

              	
                Exhibit
      H

              	
                Page
      18/19

              
	
                CT0803291

              	 
      	
                Private
      & Confidential

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      EXHIBIT
H

       

      APPENDIX "A" TO ARTICLE 3.1 OF EXHIBIT
“H”

       

      SELLER
PARTS AVAILABLE FOR LEASING

       

      ***

      


      ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

      


      
        	
                AGTA
      CSN 2009

              	
                Exhibit
      H

              	
                Page
      19/19

              
	
                CT0803291

              	 
      	
                Private
      & Confidential

              


      
 

      
        
           


        

        
           


          
            

          

        

        
           


        

      
  

    EXHIBIT
I

    
 

    EXHIBIT
I

    


    
      ***

       

    

    ***  This
information is subject to confidential treatment and has been omitted and filed
separately with the Commission.

    


    
      
        	
                AGTA
      CSN 2009

              	
                Exhibit
      I

              	
                Page
      1/1

              
	
                CT0803291

              	 
      	
                Private
      & Confidential

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    
 

    
      LETTER AGREEMENT
1

    

    
 

    _________________________,
2010

    


    CHINA
SOUTHERN AIRLINES COMPANY LIMITED

    Bai Yun
Airport,

    Guangzhou
510405

    People's
Republic of China

    


    Subject :           Miscellaneous

    


    CHINA
SOUTHERN AIRLINES COMPANY LIMITED (the "Buyer"), AIRBUS S.A.S. (the
"Seller") and CHINA
SOUTHERN AIRLINES GROUP IMPORT AND EXPORT TRADING CORP., LTD. (the "Consenting Party") have
entered into an aircraft general terms agreement (“AGTA”) dated as of even date
herewith, which covers the manufacture and the sale by the Seller and the
purchase by the Buyer of the Aircraft.

    


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

    


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

    


    If there
is any inconsistency between the AGTA and this Letter Agreement, the latter
shall prevail to the extent of such inconsistency.

     

    
      
        
          ***  This information is subject to confidential treatment and has been omitted and filed separately with the Commission.

           

        

      

    

    
      	
              AGTA
      CSN 2009

            	
              LA
      1

            	
              Page
      1/7

            
	
              CT0803191

            	 
      	
              Private
      & Confidential

            


    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      LETTER AGREEMENT
1

    

    


    
      	
              1

            	
              Clause
      5: PAYMENTS

            


    

    


    
      
        	
                1.1

              	
                In
      Clause 5.1 of the AGTA, the Parties agree to
  replace:

              


      

    

     

    
      QUOTE

    

    
      or to
such other account as may be designated by the Seller

    

    
      UNQUOTE

    

    


    
      with

    

    


    
      QUOTE

    

    
      ***

    

    
      UNQUOTE
 

    

    
      	
              1.2

            	
              The
      Parties agree to delete Clause 5.5 of the AGTA in its entirety and replace
      it with the following:

            


    

    


    
      QUOTE

    

    
      	 	
              5.5

            	
              ***

            


    

    
      UNQUOTE
 

    

    
      	
              1.3

            	
              The
      Parties agree to delete Clause 5.7 of the AGTA in its entirety and replace
      it with the following:

            


    

     

    
      QUOTE

    

    
      	 	
              5.7

            	
              ***

            


    

    
      UNQUOTE
 

    

    
      	
              1.4

            	
              The
      Parties agree to delete Clause 5.10 of the AGTA in its entirety and
      replace it with the following:

            


    

     

    
      QUOTE

    

    
      
        	 	
                5.10

              	
                ***

              


      

    

    
      UNQUOTE

    

     

    
      	
              1.5

            	
              The
      Parties agree to delete Clause 5.11 of the AGTA in its entirety and
      replace it with the following:

            


    

     

    
      QUOTE

    

    
      
        	 	
                5.11

              	
                ***

              


      

    

     

    
      
        	 	
                5.11.2

              	
                ***

              


      

    

    
      UNQUOTE
 

    

    
      	
              2

            	
              Clause
      6: MANUFACTURE PROCEDURE –
INSPECTION

            


    

    


    
      The
Parties agree to add the following sentence to Clause 6.3 of the
AGTA:

    

    


    
      QUOTE

    

    


    
      
        ***  This information is subject to confidential treatment and has been omitted and filed separately with the Commission.
 

      

    

    
      	
              AGTA
      CSN 2009

            	
              LA
      1

            	
              Page
      2/7

            
	
              CT0803191

            	 
      	
              Private
      & Confidential

            


    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      LETTER AGREEMENT
1

    

    


    
      ***

    

    
      UNQUOTE
 

    

    
      	
              3

            	
              Clause
      7: CERTIFICATION

            


    

    


    
      The
Parties agree to delete Clause 7.3.1 of the AGTA in its entirety and replace it
with the following:

    

    


    
      QUOTE

    

    
        
***

    

    
      UNQUOTE
 

    

    
      	
              4

            	
              Clause
      8: BUYER'S TECHNICAL ACCEPTANCE

            


    

    


    
      	
              4.1

            	
              The
      Parties agree to delete Clause 8.1.2 of the AGTA in its entirety and
      replace it with the following:

            


    

    


    
      QUOTE

    

    
      ***

    

    
      UNQUOTE

    

    


    
      	
              4.2

            	
              The
      Parties agree to add the following Clause to the
  AGTA:

            


    

    


    
      QUOTE

    

    
      
        	 	
                8.1.3

              	
                ***

              


      

    

    
      UNQUOTE

    

    


    
      	
              4.3

            	
              The
      Parties agree to delete Clause 8.2.2 (ii) of the AGTA in its entirety and
      replace it with the following

            


    

    


    
      QUOTE

    

    
      ***

    

    
      UNQUOTE
 

    

    
      	
              4.4

            	
              The
      Parties agree to delete Clause 8.4 of the AGTA in its entirety and replace
      it with the following:

            


    

    


    
      QUOTE

    

    
      
        8.4
***

      

    

    
      UNQUOTE
 

    

    
      	
              5

            	
              Clause
      9: DELIVERY

            


    

    


    
      	
              5.1

            	
              The
      Parties agree to delete Clause 9.1.2 of the AGTA in its entirety and
      replace it with the following:

            


    

    


    
      QUOTE

    

    
      
        	
                9.1.2

              	
                ***

              


      

    

    
      UNQUOTE

    

    


    
      
        ***  This information is subject to confidential treatment and has been omitted and filed separately with the Commission.
 

      

    

    
      	
              AGTA
      CSN 2009

            	
              LA
      1

            	
              Page
      3/7

            
	
              CT0803191

            	 
      	
              Private
      & Confidential

            


    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      LETTER
AGREEMENT 1

    

     

    
      	
              5.2

            	
              The
      Parties agree to delete Clause 9.3.2 of the AGTA in its entirety and
      replace it with the following:

            


    

     

    
      QUOTE

    

    
      
        	 	
                9.3.2

              	
                ***

              


      

    

    
      UNQUOTE

    

     

    
      	
              6

            	
              Clause
      10: EXCUSABLE DELAY

            


    

     

    
      The
Parties agree to delete Clauses 10.3, 10.4 of the AGTA in their entirety and
replace them with the following:

    

     

    
      QUOTE

    

    
      
        	 	
                10.3

              	
                ***

              


      

    

     

    
      
        	 	
                10.3.1

              	
                ***

              


      

    

     

    
      
        	 	
                10.3.2

              	
                ***

              


      

    

     

    
      
        	 	
                10.3.3

              	
                ***

              


      

    

     

    
      
        	 	
                10.4

              	
                ***

              


      

    

    
      UNQUOTE

    

      

    
      	
              7

            	
              Clause
      11: NON-EXCUSABLE DELAY

            


    

     

    
      	
              7.1

            	
              The
      Parties agree to delete Clauses 11.1 of the AGTA in its entirety and
      replace it with the following:

            


    

     

    
      QUOTE

    

    
      
        	 	
                11.1

              	
                ***

              


      

    

    
      UNQUOTE

    

     

    
      	
              7.2

            	
              The
      Parties agree to delete Clauses 11.3 of the AGTA in its entirety and
      replace it with the following:

            


    

     

    
      QUOTE`

    

    
      
        	 	
                11.3

              	
                ***

              


      

    

    
      UNQUOTE

    

      

    
      	
              8

            	
              Clause
      18: BUYER FURNISHED EQUIPMENT

            


    

     

    
      	
              8.1

            	
              The
      Parties agree to delete Clauses 18.5 of the AGTA in its entirety and
      replace it with the following:

            


    

     

    
      QUOTE

    

    
      
        	 	
                18.5

              	
                ***

              


      

    

     

    
      
        ***  This information is subject to confidential treatment and has been omitted and filed separately with the Commission.
 

      

    

    
      	
              AGTA
      CSN 2009

            	
              LA
      1

            	
              Page
      4/7

            
	
              CT0803191

            	 
      	
              Private
      & Confidential

            


    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      LETTER AGREEMENT
1

    

    


    
      
        	 	
                18.5.1

              	
                ***

              


      

    

     

    
      
        	 	
                18.5.2

              	
                ***

              


      

    

     

    
      
        	 	
                18.5.3

              	
                ***

              


      

    

    
      UNQUOTE

    

     

    
      	
              8.2

            	
              The
      Parties agree to add the following Clause to the
  AGTA:

            


    

     

    
      QUOTE

    

    
      
        	 	
                18.6

              	
                ***

              


      

    

    
      UNQUOTE
 

    

    
      	
              9

            	
              Clause
      20 : TERMINATION

            


    

     

    
      	
              9.1

            	
              The
      Parties agree to add the following sentence at the end of Clause 20.1 of
      the AGTA:

            


    

     

    
      QUOTE

    

    
      ***

    

    
      UNQUOTE

    

     

    
      	
              9.2

            	
              The
      Parties agree to delete Clause 20.2 of the AGTA in its entirety and
      replace it with the following:

            


    

     

    
      QUOTE

    

    
      
        	 	
                20.2

              	
                ***

              


      

    

    
      UNQUOTE

    

     

    
      	
              9.3

            	
              The
      Parties agree to delete the first paragraph of Clause 20.3 of the AGTA and
      replace it with the following:

            


    

     

    
      QUOTE

    

    
      ***

    

    
      UNQUOTE

    

     

    
      	
              9.4

            	
              The
      Parties agree to delete Clause 20.4 of the AGTA in its entirety and
      replace it with the following

            


    

     

    
      QUOTE

    

    
      
        	 	
                20.4

              	
                ***

              


      

    

    
      UNQUOTE
 

    

    
      	
              10

            	
              Clause
      21: ASSIGNMENTS AND TRANSFERS

            


    

     

    
      The
Parties agree to delete sub-clause 21.1 of the AGTA in its entirety and replace
it with the following

    

     

    
      QUOTE

    

    
      
        	 	
                21.1

              	
                ***

              


      

    

    


    
      
        ***  This information is subject to confidential treatment and has been omitted and filed separately with the Commission.
 

      

    

    
      	
              AGTA
      CSN 2009

            	
              LA
      1

            	
              Page
      5/7

            
	
              CT0803191

            	 
      	
              Private
      & Confidential

            


    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      LETTER AGREEMENT
1

    

    


    
      
        	 	
                21.1.1

              	
                ***

              


      

    

     

    
      
        	 	
                21.1.2

              	
                ***

              


      

    

    
      UNQUOTE
 

    

    
      	
              11

            	
              Clause
      22 : MISCELLANEOUS PROVISIONS

            


    

    


    
      In Clause
22.12 of the AGTA, the Parties agree to replace:

    

    


    
      QUOTE

    

    
      ***

    

    
      UNQUOTE

    

    


    
      With:

    

    


    
      QUOTE

    

    
      ***

    

    
      UNQUOTE
 

    

    
      	
              12

            	
              Assignment

            


    

    


    
      Notwithstanding
any other provision of this Letter Agreement, the AGTA or the Purchase
Agreement, this Letter Agreement and the rights and obligations of the Buyer
herein shall not be assigned or transferred in any manner, and any attempted
assignment or transfer in contravention of the provisions of this Clause shall
be void and of no force or effect.

    

     

    
      	
              13

            	
              Confidentiality

            


    

    


    
      This
Letter Agreement (and its existence) or any data exchanged between the Buyer and
the Seller for the fulfilment of their respective obligations under this Letter
Agreement 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 auditors, legal or tax advisors for the purpose of implementation
hereof.

    

    


    
      
        ***  This information is subject to confidential treatment and has been omitted and filed separately with the Commission.
 

      

    

    
      	
              AGTA
      CSN 2009

            	
              LA
      1

            	
              Page
      6/7

            
	
              CT0803191

            	 
      	
              Private
      & Confidential

            


    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    LETTER AGREEMENT
1

    


    If the
foregoing correctly sets forth our understanding, please execute three (3)
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

              
	 
      	 
      	 
      
	
                CHINA
      SOUTHERN AIRLINES

              	 
      	
                AIRBUS
      S.A.S.

              
	
                COMPANY
      LIMITED

              	 
      	 
      
	 
      	 
      	 
      
	
                Name
      :

              	 
      	
                Name
      :

              
	 
      	 
      	 
      
	
                Title
      :

              	 
      	
                Title
      :

              
	 
      	 
      	 
      
	
                Witnessed
      and acknowledged,

              	 
      	 
      
	 
      	 
      	 
      
	
                For
      and on behalf of

              	 
      	 
      
	 
      	 
      	 
      
	
                CHINA
      SOUTHERN AIRLINES GROUP

              
	
                IMPORT
      AND EXPORT TRADING CORP., LTD.

              
	 
      	 
      	 
      
	
                Name
      :

              	 
      	 
      
	 
      	 
      	 
      
	
                Title
      :

              	 
      	 
      


      

    

     

    
      
        ***  This information is subject to confidential treatment and has been omitted and filed separately with the Commission.
 

      

    

    
      	
              AGTA
      CSN 2009

            	
              LA
      1

            	
              Page
      7/7

            
	
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              Private
      & Confidential

            


    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
      LETTER AGREEMENT
2


    

    _________________________,
2010

    


    CHINA
SOUTHERN AIRLINES COMPANY LIMITED

    Bai Yun
Airport,

    Guangzhou
510405

    People's
Republic of China

    


    Subject : Customer
Support

    


    CHINA
SOUTHERN AIRLINES COMPANY LIMITED (the "Buyer"), AIRBUS S.A.S. (the
"Seller") and CHINA
SOUTHERN AIRLINES GROUP IMPORT AND EXPORT TRADING CORP., LTD. (the "Consenting Party") have
entered into an aircraft general terms agreement (“AGTA”) dated as of even date
herewith, which covers the manufacture and the sale by the Seller and the
purchase by the Buyer of the Aircraft.

    


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

    


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

    


    If there
is any inconsistency between the AGTA and this Letter Agreement, the latter
shall prevail to the extent of such inconsistency.

    


    
      	
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      CSN 2009

            	
              LA
      2

            	
              Page
      1/5

            
	
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      LETTER AGREEMENT
2

    

    


    
      	
              1

            	
              Clause 12 : WARRANTIES
      AND SERVICE
LIFE  POLICY

            


    

     

    
      	
              1.1

            	
              The
      Parties agree to delete the first paragraph of clause 12.1.4.3 of the AGTA
      in its entirety and replace it with the
  following:

            


    

    


    
      	
               
      

            	
              QUOTE

            


    

    
      	
               
      

            	
              ***

            


    

    
      	
               
      

            	
              UNQUOTE

            


    

    


    
      	
              1.2

            	
              The
      Parties agree to delete clause 12.1.5 (ii) of the AGTA in its entirety and
      replace it with the following:

            


    

    


    
      	
               
      

            	
              QUOTE

            


    

    ***

    
      	
               
      

            	
              UNQUOTE

            


    

    


    
      	
              1.3

            	
              The
      Parties agree to delete clause 12.1.6.2 of the AGTA in its entirety and
      replace it with the following:

            


    

    


    QUOTE

    ***

    UNQUOTE

    


    
      	
              1.4

            	
              The
      Parties agree to delete clause 12.1.6.3 of the AGTA in its entirety and
      replace it with the following:

            


    

    


    QUOTE

    ***

    UNQUOTE

    


    
      	
              1.5

            	
              The
      Parties agree to delete clause 12.1.6.4 of the AGTA in its entirety and
      replace it with the following:

            


    

    


    QUOTE

    ***

    UNQUOTE

    


    
      	
              1.6 

            	
              The
      Parties agree to add the following sentence to Clause 12.1.6.6 of the
      AGTA:

            


    

    


    QUOTE

    ***

    UNQUOTE

    


    
      	
              1.7 

            	
              In
      clause 12.1.7.2 of the AGTA, the Parties agree to
  replace:

            


    

    


    QUOTE

    ***

    UNQUOTE

    


    With:

    


    QUOTE

    ***

    UNQUOTE

    


    
      	
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      LETTER AGREEMENT
2

    

    


    
      	
              1.8 

            	
              The
      Parties agree to add the following sentence to clause 12.1.7.6 of the
      AGTA:

            


    

    


    QUOTE

    ***

    UNQUOTE
 

    
      	
              1.9 

            	
              The
      Parties agree to add the following sentence to clause 12.3.1.3 of the
      AGTA:

            


    

    


    QUOTE

    ***

    UNQUOTE
 

    
      	
              1.10 

            	
              The
      Parties agree to add the following sentence to clause 12.4.1 of the
      AGTA:

            


    

    


    QUOTE

    ***

    UNQUOTE
 

    
      	
              3

            	
              Clause 15 : SELLER
      REPRESENTATIVES SERVICES

            


    

    


    ***

     

    
      	
              4

            	
              Clause 16 : TRAINING
      AND TRAINING AIDS

            


    

    


    
      	
              4.1

            	
              The
      Parties agree to delete clause 16.3.5.1 of the AGTA in its entirety and
      replace them with the following:

            


    

    


    QUOTE

    
      	
               
      

            	
              ***

            


    

    UNQUOTE

    


    
      	
              4.2

            	
              The
      Parties agree to delete clause 16.3.5.2 of the AGTA in its entirety and
      replace them with the following:

            


    

    


    QUOTE

    
      	
               
      

            	
              ***

            


    

    
      	
               
      

            	
              UNQUOTE

            


    

    


    
      	
              4.3

            	
              The
      Parties agree to delete clause 16.3.5.3 of the AGTA in its entirety and
      replace them with the following:

            


    

    


    QUOTE

    ***

    UNQUOTE

    


    
      	
              4.4

            	
              The
      Parties agree to delete clauses 16.4.4.3 of the AGTA in its entirety and
      replace them with the following:

            


    

    


    QUOTE

    ***

    UNQUOTE

     

    
    

    
      	
              AGTA
      CSN 2009

            	
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      2

            	
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      3/5

            
	
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      LETTER AGREEMENT
2

    

    

      
        	
                4.5

              	
                The
      Parties agree to delete clause 16.5.2.2 of the AGTA in its entirety and
      replace them with the
following:

              


      

    

     

    QUOTE

    ***

    UNQUOTE

    


    
      	
              4.6 

            	
              ***

            


    

     

    
      	
              5

            	
              EXIBIT H : MATERIAL
      SUPPLY AND SERVICES

            


    

    


    
      	
              5.1

            	
              The
      parties agree to delete the second paragraph of clause 3.3 and replace it
      with the following:

            


    

    


    QUOTE

    ***

    UNQUOTE


    


    
      	
              6 

            	
              Assignment

            


    

    


    Notwithstanding
any other provision of this Letter Agreement, the AGTA or the Purchase
Agreement, this Letter Agreement and the rights and obligations of the Buyer
herein shall not be assigned or transferred in any manner, and any attempted
assignment or transfer in contravention of the provisions of this Clause shall
be void and of no force or effect.


    


    
      	
              7

            	
              Confidentiality

            


    

    


    This
Letter Agreement (and its existence) or any data exchanged between the Buyer and
the Seller for the fulfilment of their respective obligations under this Letter
Agreement 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 auditors, legal or tax advisors for the purpose of implementation
hereof.

    


    
      	
              AGTA
      CSN 2009

            	
              LA
      2

            	
              Page
      4/5

            
	
              CT0803191

            	 
      	 
      


    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      LETTER AGREEMENT
2

    

    


    If the
foregoing correctly sets forth our understanding, please execute three (3)
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

                  
	 
      	 
      
	
                    CHINA
      SOUTHERN AIRLINES

                  	
                    AIRBUS
      S.A.S.

                  
	
                    COMPANY
      LIMITED

                  	 
      
	 
      	 
      
	
                    Name
      :

                  	
                    Name
      :

                  
	 
      	 
      
	
                    Title
      :

                  	
                    Title
      :

                  
	 
      	 
      
	
                    Witnessed
      and acknowledged,

                  	 
      
	 
      	 
      
	
                    For
      and on behalf of

                  	 
      
	 
      	 
      
	
                    CHINA
      SOUTHERN AIRLINES GROUP

                  
	
                    IMPORT
      AND EXPORT TRADING CORP., LTD.

                  
	 
      	 
      
	
                    Name
      :

                  	 
      
	 
      	 
      
	
                    Title
      :

                  	 
      


          

        

      

    

    


    
      	
              AGTA
      CSN 2009

            	
              LA
      2

            	
              Page
      5/5

            
	
              CT0803191